EXHIBIT 10.30
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 price 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.
NTL Incorporated
February 5, 2002
Page 2
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: ________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
Accepted and Agreed:
NTL INCORPORATED
By: ________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
