Common use of Amendment to Section 1(a) Clause in Contracts

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). Section 1(a) of the Rights Agreement is hereby amended and supplemented by deleting adding the following sentence as the final sentence thereof and replacing it in its entirety with the following sentenceof such section: “Notwithstanding anything in this Agreement to the contrary, neither NTL Incorporatednone of Forest Oil Corporation, a New York corporation (“Parent”), MJCO Corporation, a Delaware corporation (“NTL”), nor Neptune Bridge Borrower LLC, a Delaware limited liability company and a wholly owned subsidiary of the Corporation (“Merger SubsidiarySub”), nor any of NTL’s their respective Affiliates or Merger Subsidiary’s Affiliates Associates shall become or be deemed to be become an Acquiring Person in connection with or an Interested Stockholder (as defined herein) as a result of (i) the public announcement, public disclosure, approval, amendment, execution, delivery delivery, adoption 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 307, 20062007, among the Corporation, NTLParent, Merger Subsidiary and, for certain limited purposes thereunder, Original Merger Sub and the Company (as further amended, supplemented, modified it may be amended or replaced supplemented from time to time, the “Merger Agreement”), any voting agreement referenced in Section 4.26 of the Merger Agreement (iieach, a “Voting Agreement”) or the consummation of the First Merger (as defined in the Merger Agreement), (iii) the consummation of or any other transaction transactions contemplated in the Merger Agreementthereby; provided, including the reclassification of each Common Share outstanding immediately prior however, that any Person who would otherwise be deemed to be an Acquiring Person under this Section 1(a) but who is not deemed to be an Acquiring Person pursuant to the effective time preceding clause 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 this sentence shall be added in an Acquiring Person at such time as such Person shall become the appropriate alphabetical position in the table entitled “Defined Term Cross Reference Sheet”. Amendment to Section 1(a)(x). Section 1(a)(x) Beneficial Owner of the Rights Agreement is hereby amended by deleting the words “additional shares of Common Stock (other than as pursuant to a result dividend or distribution paid or made by the Company on the outstanding Common Stock or pursuant to a split or subdivision of a Permitted Offerthe outstanding Common Stock)”. 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 , unless, upon becoming the Beneficial Owner of “25%” with “such additional shares of Common Stock, such Person is not then the Beneficial Owner of 15%”% or more of the shares of Common Stock then outstanding.

Amendment to Section 1(a). Section 1(a) of the Rights Agreement is hereby amended as follows: (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is hereby amended and supplemented by deleting the final sentence thereof and replacing it restated to read in its entirety as follows: “ ‘Acquiring Person’ shall mean any Person who or which, alone or together with all Affiliates and Associates of such Person, shall be the following sentence: “Notwithstanding anything in this Agreement to Beneficial Owner (within the contrarymeaning of Section 1(b)) of a Substantial Block of Voting Stock, neither NTL Incorporatedbut shall not include (i) an Exempt Person, (ii) a Delaware corporation Grandfathered Person unless and until such Grandfathered Person becomes (“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 (iactions taken by such Person or its Affiliates or Associates, including becoming a member of a Group, or, if such Person is already a member of a Group, as a result of actions taken by any other member of such Group) the approval, execution, delivery or performance Beneficial Owner of (x) more than 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 Grandfathered Percentage applicable to time, the “Merger Agreement”), (ii) the consummation of the Merger (as defined in the Merger Agreement)such Grandfathered Person, (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, Passive Person or (iv) any Person who or which acquires a Substantial Block of Voting Stock in connection with a transaction or series of transactions approved prior to such transaction or transactions and subject to such conditions prescribed by the public announcement Board of any Directors 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 Company; provided that no person 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 become an Acquiring Person solely as a result of a Permitted Offerreduction in the number of shares of Voting Stock outstanding, unless and until such Person shall thereafter become the Beneficial Owner of additional shares constituting 1% or more of the general voting power of the Company. Notwithstanding the foregoing, if the Company’s Board of Directors determines in good faith that a Person who would otherwise be an “Acquiring Person,” as defined herein, has become such inadvertently and without any intention of changing or influencing control of the Company, and if such Person divested or divests himself, herself or itself as promptly as practicable (as determined by the Company’s Board of Directors) of Beneficial Ownership of a sufficient number of shares of Voting Stock so that such Person would no longer be an “Acquiring Person,” as defined herein, then such Person shall not be deemed to be or to have become an “Acquiring Person” for any purposes of this Agreement.” (b) The term “Grandfathered Percentage” shall be inserted in alphabetical order in Section 1(a) of the Rights Agreement, the definition of which shall read in its entirety as follows: “ ‘Grandfathered Percentage’ shall mean, with respect to any Grandfathered Person, (a) the percentage of the outstanding shares of Voting Stock that the Grandfathered Person, together with all Affiliates and Associates of that Grandfathered Person, Beneficially Owns as of October 10, 2008, plus (b) one percent (1.0%).”. 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). 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 adding the following sentencesentence at the end thereof: “Notwithstanding anything in this Agreement to the contrary, neither NTL Incorporatednone of Liberty Global, Inc., a Delaware corporation (“NTLParent”), nor Neptune Bridge Borrower Lynx Europe Limited, a private limited company incorporated under English law and wholly-owned Subsidiary of Parent, (“UK Holdco”), Lynx US MergerCo1 LLC, a Delaware limited liability company and a wholly wholly-owned subsidiary Subsidiary of the Corporation Parent (“Lynx Merger SubsidiarySub 1”), nor Lynx US MergerCo2 LLC, a Delaware limited liability company and wholly-owned Subsidiary of Lynx Merger Sub 1 (“Lynx Merger Sub 2”), Viper US MergerCo1 LLC, a Delaware limited liability company and wholly-owned Subsidiary of UK Holdco (“Viper Merger Sub 1”), Viper US MergerCo2 LLC, a Delaware limited liability company and wholly-owned Subsidiary of Viper Merger Sub 1 (“Viper Merger Sub 2”, and, together with Lynx Merger Sub 1, and Lynx Merger Sub 2 and Viper Merger Sub 1, the “Lynx Transaction Merger Subs”), or any of NTLParent’s, UK Holdco’s or the Lynx Transaction Merger Subsidiary’s Subs’ 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 2February 5, 2005 (the “Original Merger Agreement ”)2013, among Parent, UK Holdco, the Corporation, NTL Lynx Transaction Merger Subs 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 Corporation (as further amended, supplemented, modified or replaced from time to time, the “2013 Merger Agreement”), (ii) the consummation of the Merger Mergers (as defined in the 2013 Merger Agreement), (iii) the consummation of any other transaction transactions contemplated in the 2013 Merger Agreement, including including, without limitation, the reclassification exchange of each Common Share outstanding immediately prior common stock of the Corporation for cash and equity securities of UK Holdco pursuant 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 Merger2013 Merger Agreement, 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%”.