EXHIBIT 10.25
SECOND AMENDMENT TO
EXCHANGE AGREEMENT
This Second Amendment to Exchange Agreement (this "Amendment"), is entered
into as of May 10, 2002, by and between CoreComm Limited, a Delaware corporation
("Limited"), and CoreComm Holdco, Inc., a Delaware corporation and formerly a
subsidiary of Limited ("Holdco").
WHEREAS, Limited and Holdco are parties to an Exchange Agreement, dated as
of December 14, 2001, as amended by the First Amendment to the Exchange
Agreement, dated April 5, 2002, among Limited and Holdco (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 of Senior Notes. Section 2(c) is hereby amended to read
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) the interest payment
due on the Senior Notes on April 1, 2002 shall, instead of being due and
payable on such date, be due and payable on the date on which Holdco
provides written notice to Limited demanding such payment, (ii) the
interest payment due on the Senior Notes on October 1, 2002 shall,
instead of being due and payable on such date, be due and payable on
April 1, 2003 and (iii) 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. Cancellation of Shares. New Section 2(d) is hereby inserted
immediately following Section 2(c) of the Agreement and reads in its
entirety as follows:
"(d) Cancellation of Shares. Holdco hereby agrees that
immediately following the closing of the registered public exchange
offer for shares of Limited Common Stock which was commenced on February
8, 2002, any shares of Holdco common stock that will be issued to Holdco
as a result of Holdco tendering shares of Limited Common Stock into such
exchange offer shall be cancelled and of no further force or effect."
3. Waiver of Acceleration. New Section 2(e) is hereby inserted
immediately following Section 2(d) of the Agreement and reads in its
entirety as follows:
"(e) Waiver of Acceleration. Holdco hereby irrevocably waives any
and all of its rights to have any of the 6% Convertible Notes that it
owns accelerated pursuant to Section 8.02 of the Indenture governing the
6% Convertible Notes as a result of Limited's failure to pay by May 1,
2002 the interest that was due and payable on the 6% Convertible Notes
on April 1, 2002."
4. Effectiveness. This Amendment shall be effective when executed by
Limited and Holdco.
5. 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.
6. 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.
7. 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.
8. 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.
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
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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
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