AMENDMENT TO RIGHTS AGREEMENTRights Agreement • December 15th, 2005 • NTL Inc • Telephone communications (no radiotelephone) • Delaware
WHEREAS, the Company proposes to enter into an Amended and Restated Agreement and Plan of Merger, dated as of December 14 , 2005 (as amended, supplemented, modified or replaced from time to time, the “Merger Agreement”), by and among the Company, Telewest Global, Inc., a Delaware corporation (“Parent”), Neptune Bridge Borrower LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”) and, solely for the purposes of Section 11.11(b) of the Merger Agreement and the other sections of Article 11 of the Merger Agreement relating thereto, Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company, pursuant to which Merger Sub will merge with and into the Company (the “Merger”);
