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 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%”.

Amendment to Section 1(a). 1.1 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 to the end thereof: “Notwithstanding anything in this Agreement to the contrary, neither NTL IncorporatedDelta Xxxxxx Holdings, Inc., a Delaware corporation (“NTLParent”), nor Neptune Bridge Borrower LLCDelta Xxxxxx Sub, Inc., a Delaware limited liability company corporation and a direct, wholly owned subsidiary of the Corporation Parent (“Merger SubsidiarySub”), nor any of NTL’s or Merger SubsidiaryParent’s Affiliates or Associates 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 2April 11, 2005 (the “Original Merger Agreement ”)2010, among the CorporationParent, 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 Company (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 (x) the reclassification cancellation of Common Stock pursuant to Article IV of the Merger Agreement and the conversion of each Common Share outstanding immediately prior other than any Excluded Share into the right to receive the effective time Per Share Merger Consideration (in each case as defined in the Merger Agreement) and (y) the approval, execution, delivery or performance of the reclassification into (A) 0.2875 of a Common Share and (B) one Class B Share Voting Agreement (as defined hereinamended, supplemented, modified or replaced from time to time, the “Voting Agreement”), dated as of April 11, 2010 between Parent, Merger Sub and the redemption of each Class B Share at the effective time of the MergerStockholders listed on Annex A thereto, 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%”.