EXHIBIT 99.3
AMENDMENT NO. 2 TO
AGREEMENT AND PLAN OF AMALGAMATION
Amendment No. 2 dated as of August 14, 1998 (the "AMENDMENT") to the
Agreement and Plan of Amalgamation dated as of February 4, 1998, as amended (the
"AMALGAMATION AGREEMENT"), among NTL Incorporated ("NTL"), NTL (Bermuda) Limited
("SUB") and Comcast UK Cable Partners Limited ("PARTNERS").
W I T N E S S E T H:
WHEREAS, the parties hereto have previously entered into the Amalgamation
Agreement;
WHEREAS, concurrent herewith, NTL and Partners are entering into an
agreement dated August 14, 1998 (the "TELEWEST AGREEMENT") with TeleWest
Communications Plc and TeleWest Communications Holdings Limited relating to
Birmingham Cable and Cable London; and
WHEREAS, the parties hereto now desire to amend and supplement certain
provisions of the Amalgamation Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Section 7.1(b)(i) of the Amalgamation Agreement is hereby amended in its
entirety to read as follows:
(i) if the Amalgamation shall not have been consummated by November 4,
1998 (the "END DATE"), provided, however, that (x) if there shall occur at
any time subsequent to September 4, 1998 and prior to November 4, 1998 any
Restraint prohibiting, delaying or restricting the Partners Stockholders
Meeting, the voting of shares by Comcast Corporation in favor of the
Amalgamation or the consummation of the Amalgamation, the End Date shall be
extended to December 31, 1998, (y) if, as of November 4, 1998, the Required
Consents of the bondholders of Partners shall not have been obtained, the
End Date shall be extended to December 31, 1998, and (z) the right to
terminate this Agreement pursuant to this Section 7.1(b)(i) shall not be
available to any party whose failure to perform any of its obligations
under this Agreement results in the failure of the Amalgamation to be
consummated by such time; provided, however, that this Agreement may be
extended not more than 30 days (but in no
event to a date later than December 4, 1998) by either party by written
notice to the other party if the Amalgamation shall not have been
consummated as a direct result of NTL or Partners having failed to receive
all regulatory approvals required to be obtained with respect to the
Amalgamation.
2. Section 5.5 and Section 5.16 of the Amalgamation Agreement are hereby
amended by deleting the phrase "reasonable best efforts" each place it appears
in such Sections and replacing it with the phrase "best efforts".
Notwithstanding the provisions of Section 5.5, the parties agree that it shall
not be a breach of any party's obligations thereunder if, prior to October 14,
1998, the conditions to closing set forth in Article VI have been satisfied and
the Closing does not take place until October 14, 1998 in order to permit BC
Completion (as defined in the TeleWest Agreement) to take place
contemporaneously with the Closing.
3. Section 6.2(d) of the Amalgamation Agreement is hereby amended by
deleting the number "180" and replacing it with the number "150".
4. NTL and Sub hereby expressly consent to the TeleWest Agreement and the
transactions contemplated thereby and, for purposes of Section 8.6 of the
Amalgamation Agreement, the TeleWest Agreement is hereby deemed to be a document
referred to in the Amalgamation Agreement. It is expressly understood that if
the Amalgamation is not consummated, Partners shall be entitled to exercise all
of its rights under the TeleWest Agreement without any obligation of any kind to
NTL.
5. As a result of the entering into of the TeleWest Agreement, the parties
agree that (i) the Rights of First Refusal relating to Birmingham Cable have
been "Resolved"; provided that if, as of the Closing, the BC Completion shall
not have taken place or shall not be taking place contemporaneously with the
Closing, the Rights of First Refusal relating to Birmingham Cable shall be
deemed to be "Unresolved", and (ii) the Rights of First Refusal relating to
Cable London have been "Resolved".
6. Unless otherwise specifically defined herein, each term used herein
which is defined in the Amalgamation Agreement shall have the meaning assigned
to such term in the Amalgamation Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each similar reference contained in the
Amalgamation Agreement shall from and after the date hereof refer to the
Amalgamation Agreement as amended hereby.
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7. This Amendment shall be governed by and construed in accordance with the
laws of the State of Delaware without giving effect to the principles of
conflict of laws thereof.
8. This Amendment may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Amendment shall become effective
as of the date hereof.
9. Except as amended hereby, all of the terms of the Amalgamation Agreement
shall remain and continue in full force and effect and are hereby confirmed in
all respects.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
NTL INCORPORATED
By: /s/ John Gregg
----------------------------
Name: John Gregg
Title: Managing Director,
Corporate Development
NTL (BERMUDA) LIMITED
By: /s/ Richard J. Lubasch
----------------------------
Name: Richard J. Lubasch
Title: Vice President
COMCAST UK CABLE PARTNERS LIMITED
By: /s/ Ken Mikalauskas
----------------------------
Name: Ken Mikalauskas
Title: Vice President, Finance
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