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AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of January 20, 1999 to the Rights Agreement, dated as
of August 18, 1998, between Corecomm Limited, a Bermuda corporation (the
"Company"), and Continental Stock Transfer & Trust Company, a New York
corporation, as Rights Agent (the "Rights Agent") (the "Rights Agreement").
WHEREAS, no Stock Acquisition Date or Distribution Date, as defined in the
Rights Agreement, has occurred;
WHEREAS, the Company and the Rights Agent entered into the Rights Agreement
specifying the terms of the Rights (as defined therein); and
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 27 of the Rights Agreement;
THEREFORE, in consideration of the premises and mutual agreements set forth
in the Rights Agreement and this Amendment, the parties hereby agree as follows:
1. The Rights Agreement is hereby amended as set forth in this Section 1.
(a) Section 1(a) of the Rights Agreement is hereby amended by adding the
following to the end thereof:
"In addition, a Person shall not be deemed an Acquiring Person who has
reported or is required to report such Beneficial Ownership of shares
of Newco Common Stock (but less than 20%) on Schedule 13G under the
Securities and Exchange Act of 1934, as amended and in effect on the
date of the Agreement (the "Exchange Act") (or any comparable or
successor report) or on Schedule 13D under the Exchange Act (or any
comparable or successor report) which Schedule 13D does not state any
intention to or reserve the right to control or influence the
management
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or policies of the Company or engage in any of the actions specified
in Item 4 of such schedule (other than the disposition of the
Common Stock) and, within 10 Business Days of being requested by the
Company to advise it regarding the same, certifies to the Company that
such Person acquired shares of Common Stock in excess of 14.9%
inadvertently or without knowledge of the terms of the Rights and who,
together with all Affiliates and Associates, thereafter does not
acquire additional shares of Common Stock while the Beneficial Owner of
15% or more of the shares of Common Stock then outstanding; provided,
however, that if the Person requested to so certify fails to do so
within 10 Business Days, then such Person shall become an Acquiring
Person immediately after such 10-Business-Day period."
1. The term "Agreement" as used in the Rights Agreement shall be deemed to
refer to the Rights Agreement as amended hereby.
2. The foregoing amendment shall be effective as of the date first above
written, and, except as set forth herein, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.
3. This Amendment may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all for which together shall
constitute one and the same instrument.
4. This Amendment shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.
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IN WITNESS WHEREOF, the partis hereto have caused this Amendment to be duly
executed as of this 20th day of January, 1999.
CORECOMM LIMITED
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Chairman of the Board
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President
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