Letter Agreement Regarding Conversion Terms of 10.75% Unsecured Convertible PIK Notes between CoreComm Limited, CoreComm Holdco, Inc., and NTL Incorporated

Summary

CoreComm Limited, CoreComm Holdco, Inc., and NTL Incorporated agree to change the conversion terms of certain convertible notes. If CoreComm Holdco completes its exchange offer for CoreComm Limited stock, the notes will become convertible into Holdco stock instead of Limited stock, with conversion prices adjusted accordingly. NTL agrees not to convert the notes into Limited stock before August 5, 2002, unless the exchange offer is completed earlier. If the exchange offer is not completed by that date, the original conversion terms remain. The agreement is governed by New York law.

EX-10.29 10 y85088exv10w29.txt LETTER AGREEMENT EXHIBIT 10.29 CoreComm Limited CoreComm Holdco, Inc. 110 East 59th Street New York, NY 10022 February 5, 2002 NTL incorporated 110 E. 59th Street New York, New York 10022 Attention: Richard J. Lubasch Mr. Lubasch: This letter agreement is to confirm that the parties agree that as of the date hereof, with respect to the 10.75% Unsecured Convertible PIK Notes due 2011, dated October 15, 2001, and any additional 10.75% Unsecured Convertible PIK Notes (collectively, the "Notes"), issued, or to be issued, respectively, CoreComm Limited and/or 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 Notes 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 Notes will be altered so that rather than the Notes being convertible into shares of CoreComm Limited common stock, they will become convertible into shares of Holdco common stock. At that time, the conversion prices of each Note will be equitably adjusted by dividing the conversion price then in effect 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 Notes), as may thereafter be adjusted pursuant to the Notes. NTL hereby agrees not to exercise its rights to convert the Notes 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 Notes will remain into CoreComm Limited common stock on its original terms. This letter 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/ Michael A. Peterson --------------------------------- Name: Michael A. Peterson Title: Executive Vice President CORECOMM HOLDCO, INC. By: _________________________________ Name: Thomas J. Gravina Title: Chief Executive Officer Accepted and Agreed: NTL INCORPORATED By: ________________________________ Name: Richard J. Lubasch Title: Executive Vice President