EXHIBIT 4.2 - AMENDMENT NO. 4 TO THE
RIGHTS AGREEMENT
AMENDMENT NO. 4 TO THE RIGHTS AGREEMENT
AMENDMENT NO. 4 TO THE RIGHTS AGREEMENT (this "Amendment"),
dated as of May 17, 2000, by and among NTL INCORPORATED, a Delaware
corporation (the "Company"), NTL HOLDINGS INCORPORATED, a Delaware
corporation ("Second Holdco"), which is a direct wholly owned subsidiary of
the Company, and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York
corporation (the "Rights Agent") amends the Rights Agreement (the "Rights
Agreement"), dated October 13, 1993, as amended pursuant to Amendment No. 1
to the Rights Agreement ("Amendment No. 1"), dated as of March 31, 1999,
Amendment No. 2 to the Rights Agreement ("Amendment No. 2"), dated as of
October 23, 1999, and Amendment No. 3 to the Rights Agreement ("Amendment
No. 3"), dated as of March 28, 2000, in each case by and among the Company,
the Rights Agent and the other party signatory thereto, if any
(collectively, the "Amended Rights Agreement"). Capitalized terms used in
this Amendment without definition shall have the meanings given to them in
the Amended Rights Agreement.
WHEREAS, the Company and the Rights Agent entered into the
Rights Agreement specifying the terms of the Rights;
WHEREAS, the Distribution Date has not occurred, and that
accordingly, the Company and the Rights Agent hereby amend the Amended
Rights Agreement in accordance with Section 27 thereof;
WHEREAS, in accordance with Section 27 of the Amended Rights
Agreement, an authorized officer of the Company has delivered to the Rights
Agent an officer's certificate as to the compliance of this Amendment with
the terms and conditions contained in Section 27 of the Amended Rights
Agreement; and
WHEREAS, on February 9, 2000, the Company, Second Holdco and
Holdings Merger Sub Inc., a Delaware corporation ("Second Merger Sub"),
which is a direct wholly owned subsidiary of Second Holdco and an indirect
wholly owned subsidiary of the Company, entered into an Agreement and Plan
of Merger (the "Second Merger Agreement"), pursuant to which, among other
things, Second Merger Sub shall be merged with and into the Company in
accordance with Section 251(g) of the General Corporation Law of the State
of Delaware (the "Second Merger"), with the Company continuing as the
surviving corporation (the "Second Surviving Corporation") and as a wholly
owned subsidiary of Holdco.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements set forth in the Amended Rights Agreement and this
Amendment, the parties hereto intending to be legally bound hereby agree as
follows:
Section 1. Incorporation of "Second Merger", "Second Merger
Agreement", "Second Merger Sub" and "Second Surviving Corporation" as
Defined Terms of the Amended Rights Agreement. The terms "Second Merger",
"Second Merger Agreement", "Second Merger Sub" and "Second Surviving
Corporation" and the respective definitions of such terms as set forth in
the preamble of this Amendment are hereby incorporated in the Amended
Rights Agreement under the heading "Certain Definitions" in Section 1
thereof.
Section 2. Amendment to Definition of "Acquiring Person."
Section 1(a) of the Amended Rights Agreement is hereby amended to add the
following sentence after the last sentence thereof which sentence was added
pursuant to Amendment No. 3: Notwithstanding the foregoing, neither Second
Holdco nor any of its Affiliates shall become an Acquiring Person as a
result of the execution of the Second Merger Agreement or the consummation
of the Second Merger by filing the Second Merger Agreement with the
Secretary of State of the State of Delaware.
Section 3. Second Holdco as Successor to the Company.
Pursuant to Section 28 of the Amended Rights Agreement, upon consummation
of the Second Merger, all the covenants and provisions of the Amended
Rights Agreement by or for the benefit of the Company shall bind and inure
to the benefit of Second Holdco.
Section 4. Rights Agreement as Amended. The term "Agreement"
as used in the Rights Agreement shall be deemed to refer to the Rights
Agreement as amended hereby and as previously amended by Amendment ▇▇. ▇,
▇▇▇▇▇▇▇▇▇ ▇▇. ▇ and Amendment No. 3. Each of the foregoing amendments shall
be effective as of their respective dates and, except as set forth herein,
the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby. In the event of any conflict or inconsistency
between the provisions of this Amendment on the one hand and the Rights
Agreement or Amendment ▇▇. ▇, ▇▇▇▇▇▇▇▇▇ ▇▇. ▇ or Amendment No. 3 on the
other hand, with respect to the matters set forth herein or contemplated
hereby, the provisions of this Amendment shall govern such conflict or
inconsistency.
Section 5. Counterparts. This Amendment may be executed in
any number of counterparts, and each of such counterparts shall for all
purposes be deemed an original, but all such counterparts shall together
constitute but one and the same agreement.
Section 6. Governing Law. This Amendment shall be deemed to
be a contract made under the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with the laws of
such State applicable to contracts made and to be performed entirely within
such State.
Section 7. Descriptive Headings. Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their authorized representative as of the
date first above written.
Attest: NTL INCORPORATED
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant General Counsel Title: Executive Vice President,
General Counsel and
Secretary
Attest: NTL HOLDINGS INCORPORATED
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant General Counsel Title: Executive Vice President,
General Counsel and
Secretary
Attest: CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, as Rights Agent
By: /s/ ▇▇▇▇▇▇ ▇. Gresf By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. Gresf Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: President
