Exhibit 2.2
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.
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.
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
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Name: John Gregg
Title: Managing Director, Corporate
Development
NTL (BERMUDA) LIMITED
By: /s/ Richard J. Lubasch
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Name: Richard J. Lubasch
Title: Vice President
COMCAST UK CABLE PARTNERS LIMITED
By: /s/ Ken Mikalauskas
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Name: Ken Mikalauskas
Title: Vice President, Finance