EXHIBIT 10.1
DEED OF TRANSFER
In the city of New York, in New York State, USA, on this 13th day of December,
1999, before me, Ms. Margaret M. Van Dyke, Notary Public domiciled in the
above-mentioned city and state, duly commissioned and in the exercise of my
notarial functions.
APPEARS
Mr. Gregg Gorelick, of legal age in accordance with his national law, born on 20
December, 1958, of American nationality, married, domiciled for professional
purposes at 110 East 59th Street, New York, New York 10022, USA, and holding
passport number 151479071; and
Mr. George S. Blumenthal, of legal age in accordance with his national law, born
on 6 January, 1944, of American nationality, married, domiciled for professional
purposes at 110 East 59th Street, New York, New York 10022, USA, and holding
passport number 111063415.
THEY ACT
Mr. Gregg Gorelick, in the name and on behalf of the State of Delaware, USA
company, NTL COMMUNICATIONS CORP., whose principal place of business is 110 East
59th Street, New York, New York 10022, USA (the "Vendor"). Mr. Gregg Gorelick
acts in his position as Vice President - Controller of the Vendor and having to
my own judgment the necessary legal capacity to grant this document.
Mr. George S. Blumenthal, in the name and on behalf of the State of Delaware,
USA limited liability company, NTL (TRIANGLE) LLC, whose principal place of
business is 110 East 59th Street, New York, New York 10022, USA (the
"Purchaser"). Mr. George S. Blumenthal has been granted the power and authority
to act as an authorized signatory of the Purchaser and having to my own judgment
the necessary legal capacity to grant this document.
THEY GRANT
WHEREAS
The Vendor is the owner of the entire issued and outstanding participations of
Canarias Target, S.L., a Spanish corporation, whose principal place of business
is Avenida Alcalde Ramirez Bethencourt, 6 bis, Edificio Atlantico, 35003 Las
Palmas de Gran Canaria, Spain (the "Company").
The Vendor and the Purchaser agree that the Vendor should sell and the Purchaser
should purchase the entire issued and outstanding participations of the Company
pursuant to the terms and subject to the conditions contained herein.
IT IS AGREED AS FOLLOWS:
1. The Vendor shall sell and the Purchaser shall purchase the entire issued
and outstanding participations of the Company (the "Transfer
Participations") with effect from 13 December 1999 pursuant to the terms
and subject to the conditions contained herein.
2. The consideration for the acquisition of the Transfer Participations shall
be 535,180,000 Irish punts in cash to be paid in the equivalent amount of
British Pounds Sterling.
3. Completion of the sale of the Transfer Participations shall take place
effective as of 13 December 1999, whereupon completion, each of the Vendor
and the Purchaser shall send an original of this Deed of Transfer, signed
by or on behalf of each of the Vendor, the Purchaser and the Notary and
legalized with an "Apostille" certificate in accordance with the Hague
Convention of 5 October 1961 to the Secretary of the Company at the address
for the Company set forth in the first WHEREAS clause above, for its
recording in the Registry Book of Members of the Company. The remittance of
this document shall be sent along with a letter signed by or on behalf of
each of the Vendor, the Purchaser and the Notary substantially in the form
attached hereto as Schedule I.
4. The Purchaser shall subject to the satisfaction of the matters set out in
clause 3 above or sufficient undertakings by the Vendor in respect thereof,
authorize and consummate the wire transfer of British Pounds Sterling in an
amount equivalent, on the date of entering into this Deed of Transfer, to
535,180,000 Irish Punts, in immediately available funds to an account
specified in writing by the Vendor.
5. The Vendor shall transfer the Transfer Participations with good title, free
from all liens, charges, encumbrances, equities and claims whatsoever and
together with all rights now and hereafter attaching to them.
6. The Vendor shall do, execute, perform or deliver or cause to be done,
executed, performed or delivered, to the Purchaser or at its direction a
nominee all such further deeds, documents, instruments, certificates,
assurances, acts and things as the Purchaser shall reasonably require for
the purpose of vesting in the Purchaser the full title, benefit and rights
of the Transfer Participations.
7. This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware, USA, and the parties hereto irrevocably
submit to the exclusive jurisdiction of the Courts of the State of
Delaware, USA, as regards any claim, dispute or matter arising out of or
relating to this Agreement or any of the documents to be executed pursuant
to this Agreement.
THUS THEY SAY AND STATE
IN WITNESS WHEREOF, the undersigned authorized representative of NTL
Communications Corp. and authorized signatory on behalf of NTL Group Limited
have caused this Deed of Transfer to be executed on the 13th day of December
1999.
NTL COMMUNICATIONS CORP.
/s/ Gregg Gorelick
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Gregg Gorelick
Vice President - Controller
NTL (TRIANGLE) LLC
/s/ George S. Blumenthal
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George S. Blumenthal
Signing as an authorized signatory on behalf of NTL
Group Limited
/s/ Margaret M. Van Dyke
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Notary Public
SCHEDULE I
13 December 1999
Mr. Francisco Fernandez de Pedro
Secretary of CANARIAS TARGET, S.L.
Alcalde Ramirez Bethencourt, 6 bis
Edificio Atlantico
35003 Las Palmas de Gran Canaria
Spain
Dear Sir,
We hereby inform you that as of the 13th day of December 1999 the attached Deed
of Transfer (the "Deed of Transfer") relating to the entire issued and
outstanding participations of Canarias Target, S.L. (the "Company") has become
effective and was notarized before the Notary Public: Ms. Margaret M. Van Dyke.
Pursuant to the terms of the Deed of Transfer, we hereby request that you amend
the Registry Book of Members of the Company to reflect NTL (Triangle) LLC as the
new Sole Member of the Company.
Sincerely,
NTL COMMUNICATIONS CORP.
/s/ Gregg Gorelick
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Gregg Gorelick
Vice President - Controller
NTL (TRIANGLE) LLC
/s/ George S. Blumenthal
- ------------------------
George S. Blumenthal
Signing as an authorized signatory on behalf of NTL
Group Limited
/s/ Margaret M. Van Dyke
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Notary Public