AMENDMENT TO AMENDMENT NO. 3 TO THE RIGHTS AGREEMENTThe Rights Agreement • November 14th, 2001 • NTL Inc/De/ • Blank checks • Delaware
AMENDMENT TO AMENDMENT NO. 3 TO THE RIGHTS AGREEMENT (this “Amendment”), dated as of September 12, 2001, by and between NTL INCORPORATED, a Delaware corporation (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Rights Agent ( the “Rights Agent”) amends Amendment No. 3 to the Rights Agreement (“Amendment No. 3”), dated as of March 28, 2000, of the Rights Agreement (the “Rights Agreement”), dated as of 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, Amendment No. 4 to the Rights Agreement (“Amendment No. 4”), dated as of May 17, 2000, and Amendment No. 5 to the Rights Agreement (“Amendment No. 5”), dated as of May 25, 2000, in each case, by and between the Company and the Rights Agent. Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Rights Agre
EXCHANGE AGREEMENTExchange Agreement • November 14th, 2001 • NTL Inc/De/ • Blank checks • Delaware
This Exchange Agreement (this “Agreement”), is being entered into on the 12 day of September 2001, by and among NTL Incorporated (“NTL”), Compagnie Générale des Communications S.A. (“COGECOM”), France Telecom S.A. (“France Telecom” and together with COGECOM, the “France Telecom Parties”), BNP Paribus (“BNP”), Credit Agricole Indosuez (“Credit Agricole”), Deutsche Bank AG, Paris Branch (“Deutsche Bank”), and Westdeutsche Landesbank Girozentrale, Paris branch (“Westdeutsche Landesbank Girozentrale” and together with BNP, Credit Agricole and Deutsche Bank, collectively, the “Banks” and together with the France Telecom Parties, the “NTL Preferred Stockholders”).
