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EXHIBIT 4.30(b)
EXECUTION COPY
SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
AMENDMENT (this "Amendment") dated as of March __, 2001 is by and between
Verizon Communications Inc., a Delaware corporation formerly known as Xxxx
Atlantic Corporation ("Verizon"), and NTL Incorporated, a Delaware corporation
(the "Company"). All capitalized terms used herein and not otherwise defined
herein shall have the respective meanings provided to such terms in the
Registration Rights Agreement referred to below.
W I T N E S S E T H:
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WHEREAS, Verizon and the Company are Parties to a Registration Rights
Agreement dated as of February 2, 2000, as amended as of November 30, 2000, (the
"Registration Rights Agreement");
WHEREAS, the Parties to the Registration Rights Agreement desire to amend
the Registration Rights Agreement to modify certain provisions;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Verizon and the Company hereby
agree as follows:
1. Section 2.1(b) of the Registration Rights Agreement is hereby amended to
delete "April 1, 2001" in the second sentence thereof and insert "May 1,
2001" in its place.
2. As amended hereby, the Registration Rights Agreement is hereby ratified and
confirmed to be in full force and effect.
3. This Amendment shall be governed, construed and enforced in accordance with
the laws of New York applicable to contracts made and to be performed
therein.
4. This Amendment may be signed in two or more counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.
[Signature Page to Follow]
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IN WITNESS WHEREOF, each of the Parties hereto has caused this Amendment to be
duly executed as of the date first set forth above.
Verizon Communications Inc.
By:______________________________
Name:
Title:
NTL Incorporated
By:______________________________
Name:
Title:
