Amendment to Section 1(a). Section 1(a) of the Rights Agreement is hereby amended and restated as follows:
Amendment to Section 1(a). As of the Effective Date, Section 1(a) of the Consulting Agreement shall be deleted in its entirety and replaced with the following:
Amendment to Section 1(a). Section 1(a) of the Dealer Manager Agreement is hereby amended and restated in its entirety as follows:
Amendment to Section 1(a). Section 1(a), first paragraph, of the Rights Agreement is hereby deleted and replaced it in its entirety as follows:
Amendment to Section 1(a). The third sentence of Section 1(a) is hereby deleted in its entirety and replaced, to read as follows: “The Securities will rank without any preference among themselves and equally with all other present and future unsecured and unsubordinated External Indebtedness (as defined below) of the Issuer. It is understood that this provision shall not be construed so as to require the Issuer to make payments under the Securities ratably with payments being made under any other External Indebtedness.”
Amendment to Section 1(a). Section 1(a) of the Rights Agreement is hereby amended and supplemented by deleting the final sentence thereof and replacing it in its entirety with the following sentence: “Notwithstanding anything in this Agreement to the contrary, neither NTL Incorporated, a Delaware corporation (“NTL”), nor Neptune Bridge Borrower LLC, a Delaware limited liability company and a wholly owned subsidiary of the Corporation (“Merger Subsidiary”), nor any of NTL’s or Merger Subsidiary’s Affiliates shall become or be deemed to be an Acquiring Person or an Interested Stockholder (as defined herein) as a result of (i) the approval, execution, delivery or performance of (x) the Agreement and Plan of Merger, dated as of October 2, 2005 (the “Original Merger Agreement ”), among the Corporation, NTL and Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of NTL (“Original Merger Sub”), and (y) the Amended and Restated Agreement and Plan of Merger, dated as of December 14, 2005, as amended by Amendment No. 1 dated as of January 30, 2006, among the Corporation, NTL, Merger Subsidiary and, for certain limited purposes thereunder, Original Merger Sub (as further amended, supplemented, modified or replaced from time to time, the “Merger Agreement”), (ii) the consummation of the Merger (as defined in the Merger Agreement), (iii) the consummation of any other transaction contemplated in the Merger Agreement, including the reclassification of each Common Share outstanding immediately prior to the effective time of the reclassification into (A) 0.2875 of a Common Share and (B) one Class B Share (as defined herein), and the redemption of each Class B Share at the effective time of the Merger, or (iv) the public announcement of any of the foregoing.” In addition, the defined terms “NTL”, “Merger Subsidiary”, “Original Merger Agreement”, “Original Merger Sub” and “Merger Agreement” and their respective corresponding section references shall be added in the appropriate alphabetical position in the table entitled “Defined Term Cross Reference Sheet”. Amendment to Section 1(a)(x). Section 1(a)(x) of the Rights Agreement is hereby amended by deleting the words “(other than as a result of a Permitted Offer)”. Amendment to Sections 1(a)(x) and 23(a)(ii). Sections 1(a)(x) and 23(a)(ii) are hereby amended by replacing each instance of “25%” with “15%”.
Amendment to Section 1(a). The following definitions in Section 1(a) of the Loan Agreement are hereby amended and restated to read as follows:
Amendment to Section 1(a). Section 1(a) of the Rights Agreement is hereby amended and supplemented by adding the following sentence to the end thereof: “Notwithstanding anything in this Agreement to the contrary, neither NTL Incorporated, a Delaware corporation (“Parent”), nor Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), nor any of Parent’s, or Merger Sub’s Affiliates shall become or be deemed to be an Acquiring Person, an Adverse Person or an Interested Stockholder (as defined herein) as a result of (i) the approval, execution, delivery or performance of the Agreement and Plan of Merger, dated as of October 2, 2005, among Parent, Merger Sub and the Corporation (as amended, supplemented, modified or replaced from time to time, the “Merger Agreement”), (ii) the consummation of the Merger (as defined in the Merger Agreement), (iii) the consummation of any other transaction contemplated in the Merger Agreement, including the exchange of common stock of the Corporation for cash and common stock of Parent thereunder pursuant to the Merger Agreement, or (iv) the public announcement of any of the foregoing.” Amendment to Section 1(u). Section 1(u) of the Rights Agreement is hereby amended and supplemented by adding the following sentence to the end thereof: “Notwithstanding anything in this Agreement to the contrary, a Shares Acquisition Date shall not occur or be deemed to have occurred as a result of (i) the approval, execution, delivery or performance of the Merger Agreement, (ii) the consummation of the Merger, (iii) the consummation of any other transaction contemplated in the Merger Agreement, including the exchange of common stock of the Corporation for common stock of Parent thereunder pursuant to the Merger Agreement, or (iv) the public announcement of any of the foregoing.” Amendment to Section 3. Section 3 of the Rights Agreement is hereby amended and supplemented by adding the following proviso to the end of the first sentence thereof: “; provided that notwithstanding anything in this Agreement to the contrary, a Distribution Date shall not occur or be deemed to have occurred as a result of (i) the approval, execution, delivery or performance of the Merger Agreement, (ii) the consummation of the Merger, (iii) the consummation of any other transaction contemplated in the Merger Agreement, including the exchange of common stock of the Corporation for common stock of the Parent thereunder pursuant to the Merger Agreement, ...
Amendment to Section 1(a). Section 1(a) of the Amended Agreement (as amended) is hereby amended and restated to read in its entirety as follows:
Amendment to Section 1(a). Section 1(a) of the Rights Agreement is hereby amended by inserting the following sentence immediately after the last sentence thereof: “Notwithstanding the foregoing, none of Parent or Merger Subsidiary (as such terms are hereinafter defined), nor any of their respective Affiliates or Associates, shall be deemed to be an Acquiring Person for any purpose (including for purposes of determining whether a Stock Acquisition Date or Triggering Event has occurred) solely by reason of the approval, execution or delivery of, or consummation of the transactions contemplated by, (i) the Agreement and Plan of Merger, dated as of May 15, 2007 (the “Merger Agreement”) between the Company, Oracle Corporation, a Delaware corporation (“Parent”), and Aqua Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Subsidiary”), pursuant to which Merger Subsidiary would merge with and into the Company and would become a subsidiary of Parent, as more fully described therein, as the Merger Agreement may be amended from time to time in accordance with its terms, or (ii) the Voting Agreements to be entered into between Parent and certain stockholders of the Company (the “Voting Agreements”) in connection with the execution of the Merger Agreement pursuant to which such stockholders will agree, among other things, to vote in favor of adoption of the Merger Agreement, as the Voting Agreements may be amended from time to time in accordance with their terms.”
