Exhibit 10.01
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WAIVER dated as of March 12, 2003 (this to the Credit
Agreement dated as of September 28, 2000, as amended
and restated as of April 11, 2001, and amended by the
First Amendment dated as of October 31, 2001, the
Second Amendment dated as of December 14, 2001 and the
Third Amendment dated as of March 29, 2002 (the "Credit
Agreement") among CCL Historical, Inc., formerly named
CoreComm Limited (the "Parent"), ATX Communications,
Inc., formerly named CoreComm Holdco, Inc. ("CCI"),
CoreComm Communications, Inc. (the "Borrower"), the
lenders party thereto (the "Lenders") and JPMorgan
Chase Bank, as administrative agent and collateral
agent (in such capacity, the "Agent").
The Borrower, CCI and the Parent have requested that the Lenders (i) grant
a temporary waiver enabling the Borrower to defer payment of $755,177.11 of
interest on the Loans due March 12, 2003 (the "March 2003 Interest Payment"),
until March 31, 2003 and (ii) grant to the Borrower a temporary waiver of
compliance with the Minimum Consolidated Service Revenues covenant as described
in Section 6.15 of the Credit Agreement (the "Service Revenues Covenant")until
March 31, 2003. Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein contained and
other good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto agree as follows:
1. Waiver. Upon effectiveness of this Waiver in accordance with Section 4
of this Waiver, each Lender hereby waives (i) payment of its portion of the
March 2003 Interest Payment until March 31, 2003, on which date the March 2003
Interest Payment will be due and payable in full, without the benefit of any
grace period otherwise provided for in paragraph (b) of Article VII of the
Credit Agreement and (ii) compliance with the Service Revenues Covenant until
March 31, 2003.
2. No Other Amendments or Waivers; Confirmation. Except as expressly waived
hereby, the provisions of the Credit Agreement and each other Loan Document are
and shall remain in full force and effect. Nothing herein shall be deemed to
entitle any Loan Party to a consent to, or a
waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any Loan Document in similar or different circumstances.
3. Representations and Warranties. After giving effect to this Waiver, each
Loan Party hereby represents and warrants to the Agent and the Lenders that, as
of the date hereof:
(a) No Default or Event of Default has occurred and is continuing; and
(b) All representations and warranties of each Loan Party set forth in the
Loan Documents are true and correct in all material respects as of the date
hereof except to the extent that any representation or warranty relates to an
earlier date (in which case such representation or warranty is true and correct
in all material respects as of such earlier date).
4. Conditions Precedent to Effectiveness. This Amendment shall become
effective on the date on which the Agent shall have received counterparts hereof
duly executed and delivered by the Parent, CCI, the Borrower, the Agent and each
of the Lenders.
5. Expenses. The Borrower agrees to reimburse the Agent for its
out-of-pocket expenses in connection with this Waiver, including the fees,
charges and disbursements of counsel for the Agent.
6. Governing Law; Counterparts. (a) This Waiver shall be governed by and
construed in accordance with the laws of the State of New York.
(b) This Waiver may be executed by one or more of the parties to this
Amendment on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. This
Waiver may be delivered by facsimile transmission of the signature pages hereof.
-2-
IN WITNESS WHEREOF, the Parent, CCI, the Borrower, the Agent and the
undersigned Lenders have caused this Waiver to be duly executed by their duly
authorized officers, all as of the date first above written.
CCL HISTORICAL, INC.,
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: President and Chief Executive
Officer
XXX COMMUNICATIONS, INC.,
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: President and Chief Executive
Officer
CORECOMM COMMUNICATIONS, INC.,
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: President and Chief Executive
Officer
JPMORGAN CHASE BANK,
individually and as Agent,
By: /s/ Xxx Xxxxxxxxx
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Name: Xxx Xxxxxxxxx
Title: Managing Director
AMERICA ONLINE, INC.,
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Senior Vice President
XXXXXXX XXXXX CREDIT PARTNERS, L.P.,
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Authorized Signatory
XXXXXX XXXXXXX SENIOR FUNDING, INC.,
By: /s/ Xxxxxxx XxXxxxxx
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Name: Xxxxxxx XxXxxxxx
Title: Vice President
