EX-4.10 8 y40532a1ex4-10.txt SUPPLEMENTAL INDENTURE 1 EXHIBIT 4.10 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of September 29, 2000, by and among CoreComm Merger Sub, Inc., a Delaware corporation ("Merger Sub") and The Chase Manhattan Bank, as trustee (the "Trustee"). WHEREAS, CoreComm Limited ("CoreComm"), a Bermuda corporation, and the Trustee are parties to that certain indenture, dated as of October 6, 1999 (the "Indenture"), pursuant to which CoreComm's 6% Convertible Subordinated Notes due 2006 (the "Notes") were issued; WHEREAS, Section 5.12 of the Indenture provides that, upon any consolidation or merger to which CoreComm is a party and is not the surviving corporation, the surviving corporation shall enter into a supplemental indenture satisfactory to the Trustee; WHEREAS, Section 7.02 of the Indenture provides that, upon any consolidation or merger of CoreComm in accordance with Section 8.01(i) of the Indenture, the successor corporation formed by such consolidation or into or with which CoreComm is merged shall succeed to, and be substituted for and may exercise every right and power of, CoreComm under the Indenture with the same effect as if such successor had been a party to the Indenture; WHEREAS, CoreComm has merged with and into Merger Sub (the "Merger") and in connection with such Merger each outstanding share of common stock of CoreComm was converted into the right to receive one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of Merger Sub; WHEREAS, the entry into this Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Indenture, and all things necessary to make this Supplemental Indenture a valid agreement of Merger Sub in accordance with its terms have been done. The parties hereto agree as follows: 1. Definitions. All capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Indenture. 2. Effect. This Supplemental Indenture shall become effective upon its execution and delivery by the parties hereto. 3. Succession to Indenture. Merger Sub hereby assumes all the Obligations of CoreComm under the Indenture and the Notes, and pursuant to Section 2 2 7.02 of the Indenture, Merger Sub hereby succeeds to and is substituted for, and may exercise every right and power of, CoreComm under the Indenture and the Notes, with the same effect as if Merger Sub had been a party to the Indenture. Merger Sub agrees to comply with all applicable terms of the Indenture. 4. Conversion into Common Stock of Merger Sub. Pursuant to the terms of Article V of the Indenture, the parties acknowledge that the Holder of each Note outstanding on the date hereof shall be entitled to receive, upon conversion of such Note, the same amount of shares of common stock of Merger Sub receivable upon consummation of the Merger by a holder of the number of shares of common stock of CoreComm deliverable upon conversion of such Note immediately prior to such Merger. 5. Conversion Price Adjustments. All provisions in the Indenture regarding adjustments to the Conversion Price shall remain in full force and effect upon consummation of the Merger. 6. Rights upon Conversion. Nothing in this Supplemental Indenture shall be contrued to affect in any way the right that a Holder of a Note may otherwise have, pursuant to clause (ii) of the last sentence of Section 5.06(c) of the Indenture, to receive Rights upon conversion of a Note. 7. Notices. For purposes of Section 12.02, the address of Merger Sub is: CoreComm Merger Sub, Inc. c/o CoreComm Limited 110 East 59th Street, 26th Floor New York, New York 10022 Attention: Richard J. Lubasch, Esq. Senior Vice President, General Counsel and Secretary 8. Responsibility of Trustee. The Trustee shall not be responsible for the validity as to Merger Sub or sufficiency of this Supplemental Indenture or as to the due execution thereof by Merger Sub or as to recitals of fact contained herein, all of which are made solely by Merger Sub. 9. Governing Law. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. 10. Counterparts. This First Supplemental Indenture may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same document. 3 3 11. Effect on Indenture. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. Except as expressly set forth herein, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Supplemental Indenture as of the date first written above. CORECOMM MERGER SUB, INC. By: /s/ Richard J. Lubasch ------------------------------ Name: Richard J. Lubasch Title: Senior Vice President THE CHASE MANHATTAN BANK, as Trustee By: /s/ Robert S. Peschler ------------------------------ Name: Robert S. Peschler Title: Assistant Vice President