Exhibit 99.1
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
- - - - - - - - - - - - - - - - - - - - - - - x
:
In re :
: Chapter 11
NTL INCORPORATED, et al., : Case No. 02-41316 (ALG)
: (Jointly Administered)
Debtors. :
:
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AMENDED JOINT REORGANIZATION PLAN OF
NTL INCORPORATED AND CERTAIN SUBSIDIARIES
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
Kayalyn A. Marafioti (KM 9362)
Jay M. Goffman (JG 6722)
Lawrence V. Gelber (LG 9384)
Four Times Square
New York, New York 10036-6522
(212) 735-3000
Attorneys for NTL Incorporated, et al.,
Debtors and Debtors-in-Possession
Dated: New York, New York
May 24, 2002
TABLE OF CONTENTS
INTRODUCTION.................................................................................................PLAN-1
ARTICLE I.
DEFINITIONS, RULES OF INTERPRETATION,
AND COMPUTATION OF TIME......................................................................................PLAN-1
A. Scope Of Definitions; Rules Of Construction...................................................PLAN-1
B. Definitions...................................................................................PLAN-1
C. Rules Of Interpretation......................................................................PLAN-17
1. General.................................................................................PLAN-17
2. "Including".............................................................................PLAN-18
3. "On"....................................................................................PLAN-18
4. "Contra Proferentum" Rule Not Applicable................................................PLAN-18
D. Computation Of Time..........................................................................PLAN-18
ARTICLE II.
CLASSIFICATION OF CLAIMS AND INTERESTS......................................................................PLAN-18
A. Introduction.................................................................................PLAN-18
B. Unclassified Claims..........................................................................PLAN-18
1. Administrative Claims...................................................................PLAN-18
2. Priority Tax Claims.....................................................................PLAN-18
C. Unimpaired Classes Of Claims.................................................................PLAN-19
1. Class 1: Other Priority Claims (All Debtors)...........................................PLAN-19
2. Class 2: Secured Claims (All Debtors)..................................................PLAN-19
3. Class 3: General Unsecured Claims (All Debtors)........................................PLAN-19
4. Class 4: Diamond Holdings Notes Claims.................................................PLAN-19
D. Impaired Classes Of Claims And Interests.....................................................PLAN-19
1. Class 5: Subsidiary Common Stock Interests.............................................PLAN-19
2. Class 6: Diamond Cable Notes Claims....................................................PLAN-19
3. Class 7: NTL CC Senior Notes Claims....................................................PLAN-20
4. Class 8: NTL CC Subordinated Notes Claims..............................................PLAN-20
5. Class 9: NTL Delaware Subordinated Notes Claims........................................PLAN-20
6. Class 10: NTL Inc. Subordinated Notes Claims...........................................PLAN-20
7. Class 11: Intercompany Claims..........................................................PLAN-21
E. Impaired Classes Of Interests................................................................PLAN-21
1. Class 12: Old Senior Preferred Stock Interests.........................................PLAN-21
2. Class 13: Old Junior Preferred Stock Interests.........................................PLAN-21
3. Class 14: Old Common Stock Interests...................................................PLAN-21
F. Additional Impaired Classes..................................................................PLAN-21
1. Class 15: Securities Claims............................................................PLAN-21
2. Class 16: Other Old Equity Interests...................................................PLAN-22
ARTICLE III.
TREATMENT OF CLAIMS AND INTERESTS...........................................................................PLAN-22
A. Unclassified Claims............................................................................PLAN-22
1. Administrative Claims...................................................................PLAN-22
2. Priority Tax Claims.....................................................................PLAN-22
B. Unimpaired Classes Of Claims.................................................................PLAN-22
1. Class 1: Other Priority Claims (All Debtors)...........................................PLAN-22
2. Class 2: Secured Claims................................................................PLAN-23
3. Class 3: General Unsecured Claims......................................................PLAN-23
4. Class 4: Diamond Holdings Notes Claims.................................................PLAN-23
C. Impaired Classes Of Claims And Interests.....................................................PLAN-23
1. Class 5: Subsidiary Common Stock Interests.............................................PLAN-23
2. Class 6: Diamond Cable Notes Claims....................................................PLAN-24
3. Class 7: NTL CC Senior Notes Claims....................................................PLAN-24
4. Class 8: NTL CC Subordinated Notes Claims..............................................PLAN-25
5. Class 9: NTL Delaware Subordinated Notes Claims........................................PLAN-25
6. Class 10: NTL Inc. Subordinated Notes Claim............................................PLAN-25
7. Class 11: Intercompany Claims..........................................................PLAN-26
D. Impaired Classes Of Interests................................................................PLAN-26
1. Class 12: Old Senior Preferred Stock Interests.........................................PLAN-26
2. Class 13: Old Junior Preferred Stock Interests.........................................PLAN-26
3. Class 14: Old Common Stock Interests...................................................PLAN-27
E. Additional Impaired Classes..................................................................PLAN-27
1. Class 15: Securities Claims............................................................PLAN-27
2. Class 16: Other Old Equity Interests...................................................PLAN-28
F. Additional Distributions With Respect To Allowed Claims In Classes 6, 7, 8, 9, And 10........PLAN-28
G. Special Provision Regarding Unimpaired Claims................................................PLAN-28
H. Allowed Claims And Interests.................................................................PLAN-28
I. Accrual Of Postpetition Interest.............................................................PLAN-28
J. Alternative Treatment........................................................................PLAN-28
ARTICLE IV.
MEANS FOR IMPLEMENTATION OF THE PLAN........................................................................PLAN-29
A. Continued Corporate Existence................................................................PLAN-29
B. Corporate Action.............................................................................PLAN-29
1. Amended Certificates Of Incorporation And By-laws.......................................PLAN-29
2. Cancellation Of Existing Securities And Agreements......................................PLAN-29
C. Restructuring Transactions...................................................................PLAN-30
1. Reorganization Into New NTL And Euroco..................................................PLAN-30
2. New Securities..........................................................................PLAN-30
3. Listing and Registration Rights.........................................................PLAN-31
4. Offerings...............................................................................PLAN-32
5. Exit Financing..........................................................................PLAN-33
6. Cancellation Of Certain Obligations.....................................................PLAN-33
7. Restructuring Expense Adjustment........................................................PLAN-33
D. New NTL Rights Agreement.....................................................................PLAN-33
E. Euroco Rights Agreement......................................................................PLAN-34
F. Directors And Officers.......................................................................PLAN-34
1. Current Board Of Directors Of NTL Inc...................................................PLAN-34
2. New NTL.................................................................................PLAN-34
3. Euroco..................................................................................PLAN-34
G. Revesting Of Assets..........................................................................PLAN-35
H. Preservation Of Rights Of Action; Settlement Of Causes Of Action.............................PLAN-35
I. Employment Agreements........................................................................PLAN-35
J. Management Incentive Plans...................................................................PLAN-35
K. Effectuating Documents; Further Transactions.................................................PLAN-35
L. Exemption From Certain Transfer Taxes........................................................PLAN-36
M. Transactions On Business Days................................................................PLAN-36
N. Implementation...............................................................................PLAN-36
O. France Telecom Payment.......................................................................PLAN-36
ARTICLE V.
ACCEPTANCE OR REJECTION OF THE PLAN.........................................................................PLAN-36
A. Classes Entitled To Vote.....................................................................PLAN-36
B. Acceptance By Impaired Classes...............................................................PLAN-36
C. Elimination Of Classes.......................................................................PLAN-37
D. Cramdown.....................................................................................PLAN-37
ARTICLE VI.
SECURITIES TO BE ISSUED
IN CONNECTION WITH THE PLAN.................................................................................PLAN-37
ARTICLE VII.
PROVISIONS GOVERNING DISTRIBUTIONS..........................................................................PLAN-37
A. Distributions For Claims And Interests Allowed As Of The Effective Date......................PLAN-37
B. Special Distribution Procedures For Certain Persons..........................................PLAN-37
1. New NTL Chapter 11 Acquiring Persons....................................................PLAN-37
2. Distribution Procedures For Withheld Shares Of New NTL Common Stock.....................PLAN-38
3. Euroco Chapter 11 Acquiring Persons.....................................................PLAN-38
4. Distribution Procedures For Withheld Shares Of Euroco Common Stock......................PLAN-38
C. Allocation Of Consideration..................................................................PLAN-39
D. Disbursing Agent.............................................................................PLAN-39
E. Distributions By Indenture Trustees..........................................................PLAN-39
F. Surrender Of Securities Or Instruments.......................................................PLAN-39
G. Instructions To Disbursing Agent.............................................................PLAN-40
H. Services Of Indenture Trustees, Agents, And Servicers........................................PLAN-40
I. Record Date For Distributions To Holders Of Existing Securities..............................PLAN-40
J. Means Of Cash Payment........................................................................PLAN-40
K. Fractional Dollars; De Minimis Distributions.................................................PLAN-40
L. Calculation Of Distribution Amounts Of Certain New Securities................................PLAN-40
M. Delivery Of Distributions; Undeliverable Or Unclaimed Distributions..........................PLAN-41
N. Withholding And Reporting Requirements.......................................................PLAN-41
O. Setoffs......................................................................................PLAN-41
ARTICLE VIII.
TREATMENT OF EXECUTORY CONTRACTS
AND UNEXPIRED LEASES........................................................................................PLAN-42
A. Assumed Contracts And Leases.................................................................PLAN-42
B. Payments Related To Assumption Of Contracts And Leases.......................................PLAN-42
C. Rejected Contracts And Leases................................................................PLAN-42
D. Claims Based On Rejection Of Executory Contracts Or Unexpired Leases.........................PLAN-42
E. Compensation And Benefit Plans...............................................................PLAN-43
ARTICLE IX.
PROCEDURES FOR RESOLVING DISPUTED,
CONTINGENT, AND UNLIQUIDATED CLAIMS.........................................................................PLAN-43
A. Objections To Claims; Disputed Claims........................................................PLAN-43
B. No Distribution Pending Allowance............................................................PLAN-43
C. Distributions After Allowance................................................................PLAN-43
ARTICLE X.
CONDITIONS PRECEDENT TO CONFIRMATION AND
CONSUMMATION OF THE PLAN....................................................................................PLAN-44
A. Conditions To Confirmation...................................................................PLAN-44
B. Conditions To Effective Date.................................................................PLAN-44
C. Waiver Of Conditions.........................................................................PLAN-45
D. Effects Of Failure Of Conditions.............................................................PLAN-45
ARTICLE XI.
MODIFICATIONS AND AMENDMENTS................................................................................PLAN-46
ARTICLE XII.
RETENTION OF JURISDICTION...................................................................................PLAN-46
ARTICLE XIII.
EFFECTS OF CONFIRMATION.....................................................................................PLAN-47
A. Binding Effect...............................................................................PLAN-47
B. Authorization Of Corporate Action............................................................PLAN-48
C. Discharge Of The Debtors.....................................................................PLAN-48
D. Injunction...................................................................................PLAN-48
E. Releases.....................................................................................PLAN-48
ARTICLE XIV.
COMPROMISES AND SETTLEMENTS.................................................................................PLAN-49
A. Generally....................................................................................PLAN-49
B. France Telecom Settlement....................................................................PLAN-49
ARTICLE XV.
MISCELLANEOUS PROVISIONS....................................................................................PLAN-50
A. Bar Dates For Certain Claims.................................................................PLAN-50
1. Administrative Claims...................................................................PLAN-50
2. Professional Fee Claims; Substantial Contribution Claims................................PLAN-50
B. Payment Of Statutory Fees....................................................................PLAN-51
C. Severability Of Plan Provisions..............................................................PLAN-51
D. Successors And Assigns.......................................................................PLAN-51
E. Exculpation And Limitation Of Liability......................................................PLAN-51
F. Waiver Of Enforcement Of Subordination.......................................................PLAN-52
G. Term Of Injunctions Or Stays.................................................................PLAN-52
H. Revocation, Withdrawal, Or Non-Consummation..................................................PLAN-52
I. Committees...................................................................................PLAN-52
J. Plan Supplement..............................................................................PLAN-52
K. Notices To Debtors...........................................................................PLAN-53
L. Indemnification Obligations..................................................................PLAN-53
M. Governing Law................................................................................PLAN-54
N. Prepayment...................................................................................PLAN-55
TABLE OF EXHIBITS(1)
Exhibit
A Amended And Restated Certificate Of Incorporation And By-laws Of NTL CC*
B Amended And Restated Certificate Of Incorporation And By-laws Of NTL Inc.*
C List Of Subsidiaries As Of December 31, 2001
D Description Of New NTL Common Stock
E Series A Warrant Agreement*
F Equity Rights Offering Procedures*
G Noteholder Election Option Procedures*
H Description Of Euroco Common Stock
I Description Of Euroco Preferred Stock
J Terms of Series A Warrants
K New NTL Registration Rights Agreement*
L Euroco Registration Rights Agreement*
M Form of Employment Agreement*
N New NTL Rights Agreement*
O Euroco Rights Agreement*
P Effectuating Transactions*
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1 Exhibits marked with an asterisk shall be included in the Plan Supplement.
PLAN-v
INTRODUCTION
NTL Inc. and its Debtor Subsidiaries hereby propose the following
amended joint reorganization plan (the "Plan") for the resolution of their
outstanding creditor Claims and equity Interests. This Plan amends and
supercedes the "Joint Reorganization Plan Of NTL Incorporated And Certain
Subsidiaries," dated and filed with the Bankruptcy Court on May 8, 2002.
Reference is made to the Disclosure Statement (as that term is defined
herein), distributed contemporaneously with this Plan, which contains a
discussion of the Debtors' history, businesses, properties, results of
operations, projections for future operations, risk factors, a summary and
analysis of the Plan, and certain related matters, each of which is a
central feature of the Plan. The Debtors urge all holders of Claims and/or
Interests to read this Plan and the Disclosure Statement in their entirety
before voting to accept or reject this Plan.
The Debtors are the proponents of this Plan within the meaning of
section 1129 of the Bankruptcy Code (as that term is defined herein).
Subject to certain restrictions and requirements set forth in section 1127
of the Bankruptcy Code and Fed. R. Bankr. P. 3019, the Debtors reserve the
right (with the prior consent of the Steering Committee) to alter, amend or
modify this Plan, as the Debtors deem necessary, prior to its substantial
consummation.
ARTICLE I.
DEFINITIONS, RULES OF INTERPRETATION,
AND COMPUTATION OF TIME
A. Scope Of Definitions; Rules Of Construction
Except as expressly provided or unless the context otherwise requires,
capitalized terms used but not otherwise defined in this Plan shall have
the meanings ascribed to them in this Article I. Any term used in this Plan
that is not defined herein, but is defined in the Disclosure Statement, the
Bankruptcy Code, or the Bankruptcy Rules, shall have the meaning ascribed
to it therein. Whenever the context requires, such terms shall include the
plural as well as the singular number, the masculine gender shall include
the feminine, and the feminine gender shall include the masculine.
B. Definitions
1.1 "Administrative Bar Date" means the date designated by the
Bankruptcy Court as the last date for filing requests for payment of
Administrative Claims against the Debtors.
1.2 "Administrative Claim" means a Claim for payment of an
administrative expense of a kind specified in section 503(b) or 1114(e)(2)
of the Bankruptcy Code and entitled to priority under section 507(a)(1) of
the Bankruptcy Code, including (a) actual, necessary costs and expenses,
incurred after the Petition Date, of preserving the Debtors' Estates and
operating their businesses, including wages, salaries, or commissions for
services rendered after the Petition Date, (b) Professional Fees, (c) all
fees and charges assessed against the Estates under chapter 123 of title
28, United States Code, (d) all Allowed Claims that are entitled to be
treated as Administrative Claims by virtue of a Final Order entered under
section 546(c)(2)(A) of the Bankruptcy Code, and (e) the reasonable
post-petition fees and expenses of the Indenture Trustees, including
successors thereto, including reasonable attorney's fees and expenses of
such Indenture Trustees.
1.3 "Aggregate Investments" means the sum of all investments made
between April 10, 2002 and the Effective Date in those assets that will
become the property of Euroco pursuant to this Plan.
1.4 "Aggregate Operating Expenses" means the aggregate corporate
overhead expenses (excluding Restructuring Expenses) at NTL Inc. and NTL
Delaware incurred during the period from April 10, 2002 to the Effective
Date.
1.5 "Allowed" means, with respect to a Claim or Interest within a
particular class, an Allowed Claim or Allowed Interest of the type
described in such class.
1.6 "Allowed Claim" means any Claim against any Debtor, which is
listed by such Debtor in its books and records as liquidated in amount and
not disputed or contingent; provided, however, that to the extent that a
Claim is a Disputed Claim, the determination of whether such Claim shall be
allowed and/or the amount of any such Claim shall be determined, resolved,
or adjudicated, as the case may be, in the manner in which such Claim would
have been determined, resolved, or adjudicated if the Chapter 11 Cases had
not been commenced; provided further, however, that the Reorganized
Debtors, in their discretion may bring an objection or other motion before
the Bankruptcy Court with respect to a Disputed Claim for resolution. An
Allowed Claim (a) includes a Disputed Claim to the extent such Disputed
Claim becomes Allowed after the Effective Date and (b) shall be net of any
valid setoff exercised with respect to such Claim under the provisions of
the Bankruptcy Code and applicable law. Unless otherwise specified herein,
in section 506(b) of the Bankruptcy Code, or in any order of the Bankruptcy
Court, "Allowed Claim" shall not, for purposes of distributions under the
Plan, include for prepetition Claims, interest on such Claim, or Claims
accruing from or after the Petition Date. In addition, a Claim is an
Allowed Claim if it is deemed Allowed by the provisions of this Plan.
1.7 "Allowed Interest" means an Interest in any Debtor, which has been
or hereafter is listed by such Debtor in its books and records as
liquidated in an amount and not disputed or contingent; provided, however,
that to the extent an Interest is a Disputed Interest, the determination of
whether such Interest shall be allowed and/or the amount of any such
Interest shall be determined, resolved, or adjudicated, as the case may be,
in the manner in which such Interest would have been determined, resolved,
or adjudicated if the Chapter 11 Cases had not been commenced; and provided
further, however, that proofs of Interest need not and should not be filed
in the Bankruptcy Court with respect to any Interests; and provided
further, however, that the Reorganized Debtors, in their discretion, may
bring an objection or motion with respect to a Disputed Interest before the
Bankruptcy Court for resolution.
1.8 "Amended And Restated Certificate Of Incorporation And By-laws of
NTL CC" means Reorganized NTL CC's certificate of incorporation and by-laws
in effect under the laws of the State of Delaware, as amended and restated
by the Plan, in substantially the form of Exhibit A hereto.
1.9 "Amended And Restated Certificate Of Incorporation And By-laws of
NTL Inc." means Reorganized NTL Inc.'s certificate of incorporation and
by-laws in effect under the laws of the State of Delaware, as amended and
restated by the Plan, in substantially the form of Exhibit B hereto.
1.10 "Ballot" means each of the ballot forms distributed with the
Disclosure Statement to holders of Impaired Claims and Impaired Interests
entitled to vote under Article II hereof in connection with the
solicitation of acceptances of the Plan, for the purpose of indicating an
acceptance or rejection of this Plan.
1.11 "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as
codified in title 11 of the United States Code, 11 U.S.C. ss.ss. 101-1330,
as now in effect or hereafter amended, and as applicable to these Chapter
11 Cases.
1.12 "Bankruptcy Court" means the United States Bankruptcy Court for
the Southern District of New York or any other court with jurisdiction over
the Chapter 11 Cases.
1.13 "Bankruptcy Rules" means, collectively, the Federal Rules of
Bankruptcy Procedure promulgated under section 2075 of title 28 of the
United States Code and the Official Bankruptcy Forms, the Federal Rules of
Civil Procedure, as applicable to the Chapter 11 Cases or proceedings
therein, and the Local Rules of the Bankruptcy Court, all as now in effect
or hereafter amended, and as applicable to these Chapter 11 Cases.
1.14 "Business Day" means any day, excluding Saturdays, Sundays, or
"legal holidays" (as defined in Bankruptcy Rule 9006(a)), on which
commercial banks are open for business in New York, New York or London,
England, as the context requires.
1.15 "Cable Funding" means Communications Cable Funding Corp., a
Delaware corporation, which will become a wholly-owned subsidiary of NTL CC
and the immediate parent of NTL (UK) Group, Inc. prior to the time of any
funding under the DIP Facility.
1.16 "Cablecom Credit Facility" means the credit agreement, dated
March 28, 2000, as amended on May 16, 2000 and as amended and restated as
of May 2, 2002, between, among others, NTL Delaware as parent, NTL Cablecom
Holding GmbH as shareholder, Cablecom GmbH as principal borrower, J.P.
Morgan plc and Morgan Stanley Senior Funding, Inc. as arrangers and joint
book managers, J.P. Morgan Europe Limited as agent, and the lenders party
thereto, as may be further amended and/or restated from time to time.
1.17 "Case Interest Rate" means the federal judgment rate described in
28 U.S.C. ss. 1961 in effect on the Petition Date, compounded annually on
each anniversary of the Petition Date.
1.18 "Cash" means United States currency, a certified check, a
cashier's check, or a wire transfer of good funds from any source, or a
check drawn on a United States or UK bank by the Debtors or any other
Person making any payment or distribution under this Plan.
1.19 "Cause of Action" means any and all actions, causes of action,
suits, accounts, controversies, agreements, promises, rights to legal
remedies, rights to equitable remedies, rights to payment, and claims,
whether known or unknown, reduced to judgment, not reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, secured, unsecured, and whether asserted or assertable directly
or derivatively, in law, equity, or otherwise.
1.20 "Chapter 11 Acquiring Person" means any holder of an Allowed
Claim or Interest or any Person or group of affiliated or associated
Persons to such holder who, with respect to any determination date, would
beneficially own 15% or more of the outstanding shares of New NTL Common
Stock on account of such Allowed Claim or Interest, assuming that the Plan
is consummated on such determination date.
1.21 "Chapter 11 Case(s)" means, individually, the Chapter 11 case of
any of NTL Inc., NTL Delaware, NTL CC, Cable Funding, Diamond Cable, and
Diamond Holdings, and, collectively, the jointly administered Chapter 11
cases of NTL Inc., NTL Delaware, NTL CC, Cable Funding, Diamond Cable, and
Diamond Holdings.
1.22 "Claim" means a claim against any Debtor, whether or not
asserted, as defined in section 101(5) of the Bankruptcy Code.
1.23 "Class" means one of the classes of Claims or Interests listed in
Article III of this Plan.
1.24 "Class 7 Euroco Value" means the value of 331,222 shares of
Euroco Common Stock.
1.25 "Class . . . Noteholder Election Option" means the Pro Rata share
of the Noteholder Election Option allocable to the identified Class.
1.26 "Confirmation" means entry by the Bankruptcy Court of the
Confirmation Order.
1.27 "Confirmation Date" means the date of entry of the Confirmation
Order on the docket maintained by the Clerk of the Bankruptcy Court with
respect to these Chapter 11 Cases.
1.28 "Confirmation Hearing" means the hearing held by the Bankruptcy
Court pursuant to section 1128(a) of the Bankruptcy Code, to consider
confirmation of the Plan under section 1129 of the Bankruptcy Code, as such
hearing may be adjourned or continued from time to time.
1.29 "Confirmation Order" means the order of the Bankruptcy Court
confirming the Plan under section 1129 of the Bankruptcy Code.
1.30 "Credit Facilities" means, individually and collectively, the
Senior Credit Facility, the Working Capital Facility, and the Cablecom
Credit Facility.
1.31 "Creditor" means a creditor, within the meaning of section
101(10) of the Bankruptcy Code, of one or more of the Debtors.
1.32 "Creditors' Committee" means the official committee of unsecured
creditors, if any, appointed in the Chapter 11 Cases pursuant to section
1102(a) of the Bankruptcy Code, as such committee may be reconstituted from
time to time.
1.33 "Cumulative Convertible Preferred Stock" means the shares of
cumulative convertible preferred stock, Series A, of NTL Inc. outstanding
immediately prior to the Petition Date.
1.34 "Cure" means the distribution of Cash, or such other property as
may be agreed upon by the parties or ordered by the Bankruptcy Court, with
respect to the assumption of an executory contract or unexpired lease under
section 365(b) of the Bankruptcy Code, in an amount equal to all unpaid
monetary obligations, without interest, or such other amount as may be
agreed upon by the parties, under such executory contract or unexpired
lease, to the extent such obligations are enforceable under the Bankruptcy
Code and applicable bankruptcy law.
1.35 "Debt Securit(ies)" means, individually and collectively, the
Senior Notes and Subordinated Notes.
1.36 "Debt Securities Claim" means a Securities Claim, if any, arising
from a Debt Security.
1.37 "Debtor(s)" means, individually and collectively, NTL Inc., NTL
Delaware, NTL CC, Diamond Cable, and Diamond Holdings and, when the context
so requires, Cable Funding, including in their capacities as debtors-in-
possession under sections 1107 and 1108 of the Bankruptcy Code and, when
appropriate, as post-confirmation entities reorganized hereunder.
1.38 "Debtor Subsidiaries" means, collectively, NTL Delaware, NTL CC,
Cable Funding, Diamond Cable, and Diamond Holdings.
1.39 "Debtor Subsidiary Interests" means, collectively, the issued and
outstanding shares of common stock of the Debtor Subsidiaries as of the
Petition Date, all of which shares are directly or indirectly owned by NTL
Inc.
1.40 "Delaware Cash Amount" means 79.1% of the Delaware/Inc. Cash Amount.
1.41 "Delaware/Inc. Cash Amount" means the sum of (a) available cash
at NTL Inc. and NTL Delaware as of April 10, 2002, which is $279,533,000,
plus (b) the principal and accrued interest on the (pound)90 million
aggregate principal amount of the 23% senior note due 2006, dated as of
April 5, 2002, as may be amended and/or restated from time to time, from
NTL (UK) Group, Inc. to NTL Delaware, plus (c) the France Telecom Payment,
plus (d) Excess Restructuring Expenses, minus (e) the sum of (i) Euroco
Cash, (ii) Aggregate Operating Expenses, (iii) Aggregate Investments, and
(iv) Delaware/Inc. Restructuring Expenses.
1.42 "Delaware/Inc. Restructuring Expenses" means an amount equal to
Restructuring Expenses minus NTL CC Restructuring Expenses.
1.43 "Diamond Administration Case(s)" means the administration(s) of
Diamond Cable and Diamond Holdings pursuant to the Diamond Administration
Orders.
1.44 "Diamond Administration Orders" means the administration orders
of the Courts of England and Wales under Part II of the Insolvency Act
relating to Diamond Cable and Diamond Holdings.
1.45 "Diamond Administrators" means, collectively, Nicholas Guy
Edwards and James Robert Drummond Smith of Deloitte & Touche.
1.46 "Diamond Cable" means Diamond Cable Communications Limited, a
company registered in England and Wales with company number 02965241.
1.47 "Diamond Cable Guaranty" means the guaranty by Diamond Cable of
the obligations of Diamond Holdings as issuer of the Diamond Holdings
Notes.
1.48 "Diamond Cable Notes" means, collectively, the (a) 13 1/4% Senior
Discount Notes due 2004, issued by Diamond Cable under an indenture dated
September 28, 1994, as amended by a First Supplemental Indenture dated May
31, 1996, (b) 11 3/4% Senior Discount Notes due 2005, issued by Diamond
Cable under an indenture dated December 15, 1995, and (c) 10 3/4% Senior
Discount Notes due 2007, issued by Diamond Cable under an indenture dated
February 27, 1997.
1.49 "Diamond Cable Notes Claim" means a Claim of a Diamond Cable
Notes Holder arising under or as a result of the Diamond Cable Notes;
provided, however, that the term "Diamond Cable Notes Claim" shall not
include any claim by or of New NTL, as the sole holder of the Diamond Cable
Notes (or any other rights and interests associated thereto that are
delivered, assigned, conveyed, or transferred to New NTL) pursuant to
Article III.C.2 hereof, in respect of, or under, the Diamond Cable Notes
from and after the Effective Date.
1.50 "Diamond Cable Notes Holder" means a holder of Diamond Cable
Notes.
1.51 "Diamond Holdings" means Diamond Holdings Limited, a company
registered in England and Wales with company number 03483724.
1.52 "Diamond Holdings Notes" means, collectively, the (a) 10% Senior
Notes due 2008 issued by Diamond Holdings (and guaranteed by Diamond Cable)
under an indenture dated February 6, 1998 and (b) 91/8% Senior Notes due
2008 issued by Diamond Holdings (and guaranteed by Diamond Cable) under an
indenture dated February 6, 1998.
1.53 "Diamond Holdings Notes Claim" means a Claim of a Diamond
Holdings Notes Holder arising under or as a result of the Diamond Holdings
Notes.
1.54 "Diamond Holdings Notes Holder" means a holder of Diamond
Holdings Notes.
1.55 "DIP Facility" means the debtor-in-possession credit facility to
be provided to Cable Funding during the Chapter 11 Cases in the principal
amount of $670,796,000, pursuant to the DIP Facility Agreement.
1.56 "DIP Facility Agreement" means the Debtor-In-Possession Credit
And Guaranty Agreement to be entered into by, among others, Cable Funding,
as borrower, and the various lenders, including NTL Delaware, signatory
thereto.
1.57 "DIP Facility Claim" means a Claim arising under or as a result
of the DIP Facility.
1.58 "Disallowed Claim" or "Disallowed Interest" means any Claim
against or Interest in any Debtor which has been disallowed, in whole or in
part, by Final Order of the Bankruptcy Court, or which has been withdrawn,
in whole or in part, by the holder thereof.
1.59 "Disbursing Agent" means New NTL or any party designated by New
NTL, in its sole discretion, to serve as a disbursing agent under this
Plan.
1.60 "Disclosure Statement" means the written disclosure statement
that relates to this Plan, as approved by the Bankruptcy Court as
containing adequate information pursuant to section 1125 of the Bankruptcy
Code and Fed. R. Bankr. P. 3017, as such disclosure statement may be
amended, modified, or supplemented from time to time.
1.61 "Disputed Claim" or "Disputed Interest" means any Claim against
or Interest in a Debtor, or any portion thereof, that is not an Allowed
Claim or Interest or a Disallowed Claim or Interest, as the case may be.
1.62 "Distribution Date" means the date, occurring on or as soon as
practicable after the Effective Date, on which the Disbursing Agent first
makes distributions to holders of Allowed Claims and Allowed Interests as
provided in Article VII of this Plan.
1.63 "Distribution Record Date" means the record date for purposes of
making distributions under this Plan on account of Allowed Claims and
Allowed Interests, which date shall be designated in an order of the
Bankruptcy Court.
1.64 "Effective Date" means the date that is two Business Days after
the closing of the Offerings, or, if such date is not a Business Day, the
next succeeding Business Day, or such later date after such closing as is
determined by the Debtors so long as no stay of the Confirmation Order is
in effect on such date; provided, however, that if, on or prior to such
date, all conditions to the Effective Date set forth in Article X.B of this
Plan have not been satisfied or waived, then the Effective Date shall be
the first Business Day following the day on which all such conditions to
the Effective Date have been satisfied or waived, or such later date as the
Debtors may determine.
1.65 "Effectuating Transaction(s)" means, individually and
collectively, the transactions to be consummated on the Effective Date to
implement the provisions of Articles IV.C.1.a and IV.C.1.b of this Plan, as
described in Exhibit P annexed hereto.
1.66 "Employment Agreements" means the employment agreements to be
entered into between New NTL and Euroco and their respective key
executives, which agreements shall be in substantially the form of Exhibit
M annexed hereto.
1.67 "Equity Rights" means the rights to purchase shares of New NTL
Common Stock and Series A Warrants that will be offered pro rata to the
holders of Equity Rights Eligible Preferred Stock and Old Common Stock
pursuant to the Equity Rights Offering and which will be exercisable for
the 20 Business Day period after the entry of the Confirmation Order, as
such period may be extended, and on an oversubscription basis.
1.68 "Equity Rights Eligible Preferred Stock" means, collectively, the
Old Senior Preferred Stock and Other Junior Preferred Stock.
1.69 "Equity Rights Offering" means the offer of Equity Rights to
holders of Equity Rights Eligible Preferred Stock and Old Common Stock as
of the Equity Rights Offering Record Date to acquire, as a detachable unit,
New NTL Common Stock and Series A Warrants.
1.70 "Equity Rights Offering Price" means the price per share of New
NTL Common Stock (accompanied by a Series A Warrant) purchased in the
Equity Rights Offering, which shall be equal to (a)(i) $10.5 billion minus
(ii) New NTL's pro forma debt as of the Effective Date as set forth in the
Confirmation Order, plus (iii) New NTL's pro forma cash (with such pro
forma amounts to be determined in accordance with New NTL's most recent
monthly financials available prior to the commencement of the Equity Rights
Offering), divided by (b) 200 million.
1.71 "Equity Rights Offering Procedures" means the Equity Rights
Offering Procedures annexed hereto as Exhibit F.
1.72 "Equity Rights Offering Record Date" means the date for
determination of holders of Equity Rights Eligible Preferred Stock and Old
Common Stock eligible to participate in the Equity Rights Offering, which
date shall be designated in an order of the Bankruptcy Court.
1.73 "Equity Securit(ies)" means, individually and collectively, the
Old Preferred Stock, Old Common Stock, Old Warrants, and Old Options.
1.74 "Equity Securities Claim" means a Securities Claim arising from
an Equity Security.
1.75 "Estate(s)" means, individually and collectively, the estate(s)
of the Debtors in the Chapter 11 Cases, as created under section 541 of the
Bankruptcy Code.
1.76 "Euroco" means NTL Inc., on and after the Effective Date.
1.77 "Euroco Cash" means the sum of (i) $100 million, plus (ii) the
France Telecom Payment, minus (iii) the sum of (x) Aggregate Operating
Expenses, plus (y) Aggregate Investments.
1.78 "Euroco Chapter 11 Acquiring Person" means any holder of an
Allowed Claim or Interest or any Person or group of affiliated or
associated Persons to such holder who, with respect to any determination
date, would beneficially own 15% or more of the outstanding shares of
Euroco Common Stock on account of such Allowed Claim or Interest, assuming
that the Plan is consummated on such determination date.
1.79 "Euroco Common Stock" means the 60 million shares of common stock
of Euroco, par value $0.01 per share, authorized under Article IV.C.2.b.i
of this Plan and the Amended Certificate of Incorporation of NTL Inc.,
including the associated Euroco Stockholder Rights, to be issued by Euroco
under this Plan as of the Effective Date.
1.80 "Euroco Grandfathered Distributee" means any Euroco Chapter 11
Acquiring Person who, as determined in the sole and absolute discretion of
the Debtors and the Steering Committee, (i) would hold, after giving effect
to the consummation of the Plan, its Euroco Common Stock for investment
purposes only, such that such Euroco Chapter 11 Acquiring Person would
qualify to file a Schedule 13-G pursuant to Section 13 of the Exchange Act,
(ii) would not directly or indirectly, through investments or otherwise,
constitute a competitor of any of the business lines of Euroco, (iii) would
not own or operate, in the United States or elsewhere, a business that
operates or holds a license to operate a cable television system or
service, fixed-line telephone or telecommunications system or service, or
broadcasting transmission system or service, and (iv) would not be a
strategic investor in Euroco.
1.81 "Euroco Management Incentive Options" means the options to be
issued by Euroco pursuant to the provisions of the Euroco Management
Incentive Plan.
1.82 "Euroco Management Incentive Plan" means the management incentive
plan pursuant to which the Euroco Management Incentive Options will be
issued, to be adopted by the compensation committee of the board of
directors of Euroco on or after the Effective Date.
1.83 "Euroco Preferred Stock" means the shares of preferred stock of
Euroco, par value $0.01 per share, authorized under Article IV.C.2.b.i of
this Plan and the Amended and Restated Certificate of Incorporation of NTL
Inc., with a liquidation preference of $1,000 per share and an aggregate
liquidation preference equal to the sum of (a) $250 million, plus (b) the
Aggregate Investments, plus (c) the Euroco Cash, plus (d) accrued and
unpaid dividends on the Euroco Preferred Stock.
1.84 "Euroco Registration Rights Agreement" means the registration
rights agreement governing the registration of Euroco Common Stock and
Euroco Preferred Stock issued under this Plan, in substantially the form of
Exhibit L annexed hereto, by and among Euroco and certain holders from time
to time of Euroco Common Stock and Euroco Preferred Stock who are or may be
deemed to be "affiliates" or "underwriters" of Euroco for purposes of the
Securities Act.
1.85 "Euroco Rights Agent" means Continental Stock Transfer & Trust
Company, in its capacity as rights agent under the Euroco Rights Agreement.
1.86 "Euroco Rights Agreement" means the stockholder rights agreement,
substantially in the form of Exhibit O annexed hereto, between Euroco and
Continental Stock Transfer & Trust Company, as Euroco Rights Agent.
1.87 "Euroco Stockholder Rights" means the stockholder rights to be
issued in accordance with the terms of the Euroco Rights Agreement.
1.88 "Euroco Stockholder Rights Preferred Stock" means Series A Junior
Participating Preferred Stock, par value $0.01 per share, of Euroco.
1.89 "Euroco Stockholder Rights Purchase Price" means the price per
one one-hundredth of a share of Euroco Stockholder Rights Preferred Stock
that will be determined prior to the Effective Date.
1.90 "Excess Restructuring Expenses" means an amount equal to the
Restructuring Expenses actually incurred and paid by NTL Inc. and NTL
Delaware prior to April 10, 2002.
1.91 "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor statutes.
1.92 "Existing Securities" means, collectively, the Equity Securities
and the Debt Securities.
1.93 "Face Amount" means (a) when used in reference to a Disputed
Claim, the full stated amount claimed by the holder of such Claim in any
proof of Claim timely filed with the Bankruptcy Court, (b) when used in
reference to an unliquidated Claim, the amount of the Claim as estimated by
the Bankruptcy Court under section 502(c) of the Bankruptcy Code, and (c)
when used in reference to an Allowed Claim, the Allowed amount of such
Claim.
1.94 "Final Order" means an order, ruling, or judgment of the
Bankruptcy Court or any other court of competent jurisdiction as to which
the time to appeal, petition for certiorari, or move for reargument or
rehearing has expired and as to which no appeal, petition for certiorari,
or other proceedings for reargument or rehearing shall then be pending, or
as to which any right to appeal, petition for certiorari, reargue, or
rehear shall have been waived in writing, in form and substance
satisfactory to the Debtors or, on and after the Effective Date, the
Reorganized Debtors or, in the event that an appeal, writ of certiorari, or
reargument or rehearing thereof has been sought, such order of the
Bankruptcy Court of other court of competent jurisdiction shall have been
determined by the highest court to which such order was appealed, or
certiorari, reargument or rehearing shall have been denied and the time to
take any further appeal, petition for certiorari, or move for reargument or
rehearing shall have expired; provided, however, that the possibility that
a motion under Rule 59 or Rule 60 of the Federal Rules of Civil Procedure,
or any analogous Bankruptcy Rule or applicable state court rules of civil
procedure, may be filed with respect to such order shall not cause such
order not to be a Final Order.
1.95 "5% Cumulative Participating Convertible Preferred Stock" means,
collectively, the shares of 5% cumulative participating convertible
preferred stock, Series A (and dividend shares Series C through Series K),
and 5% cumulative participating convertible preferred stock, Series B (and
dividend shares Series B-1 through Series B-6), of NTL Inc. outstanding
immediately prior to the Petition Date.
1.96 "France Telecom" means, collectively, France Telecom, a societe
anonyme organized under the laws of France, and its indirect wholly-owned
subsidiary RAPP 26.
1.97 "France Telecom Payment" means the payment in cash, in the amount
of $25,000,000, to be made on the Effective Date by France Telecom for the
benefit of Euroco.
1.98 "General Unsecured Claim" means a prepetition unsecured Claim
that is not entitled to priority under section 507 of the Bankruptcy Code,
but excluding a Senior Notes Claim, Subordinated Notes Claim, Intercompany
Claim, or Securities Claim, and including, among others, all Claims of the
Diamond Holdings Notes Holders arising under or related to the Diamond
Cable Guaranty.
1.99 "Impaired" means, when used with reference to a Claim or
Interest, a Claim or Interest that is impaired within the meaning of
section 1124 of the Bankruptcy Code.
1.100 "Indenture(s)" means, individually and collectively, the
indentures pursuant to which the Senior Notes and Subordinated Notes were
issued, as such indentures are or have been amended or supplemented from
time to time in accordance with the terms thereof.
1.101 "Indenture Trustee(s)" means, individually and collectively, the
indenture trustees (or their respective successors) for the Senior Notes
and Subordinated Notes.
1.102 "Insolvency Act" means the Insolvency Act 1986 of the UK.
1.103 "Intercompany Claim" means, collectively, any Claim held by a
Debtor against another Debtor as of the Effective Date, including, without
limitation, (a) any account reflecting intercompany book entries by a
Debtor with respect to another Debtor, (b) any such Claim not reflected in
such book entries that is held by a Debtor against another Debtor, and (c)
any derivative Claim asserted by or on behalf of a Debtor against another
Debtor; provided, however, that the term Intercompany Claim shall not
include (i) a Claim of New NTL as the holder of the Diamond Cable Notes
after the Effective Date, (ii) a DIP Facility Claim, (iii) a Claim by or
against Cable Funding, (iv) a Claim arising under or related to the
(pound)90 million 23% Senior Note due 2006, from NTL (UK) Group, Inc. to
NTL Delaware, as it may be amended and restated and/or novated or assigned
from time to time, in accordance with the DIP Facility, or (v) any Debt
Securities.
1.104 "Interest" means the legal, equitable, contractual, and other
rights of any holder of Equity Securities of a Debtor represented by any
issued and outstanding shares of Old Common Stock, Old Preferred Stock, or
other instrument evidencing a current ownership interest in such Debtor,
whether or not transferable, and any option, warrant, or right, contractual
or otherwise, to purchase, sell, subscribe for, or otherwise acquire or
receive any such interest.
1.105 "J.P. Morgan Chase" means J.P. Morgan Chase Bank, a New York
domestic banking corporation, in its capacity as counterparty to the PTV
Swap Agreement.
1.106 "Junior Stakeholders" means, collectively, the holders of Old
Senior Preferred Stock Interests, Old Junior Preferred Stock Interests, and
Old Common Stock Interests.
1.107 "Lien" means a charge against or interest in property to secure
payment of a debt or performance of an obligation.
1.108 "Litigation Claims" means any Cause of Action that any Debtor or
Estate may hold against any Person, including, but not limited to, the
claims, rights of action, suits, and proceedings to be retained by the
Reorganized Debtors pursuant to Article IV.H of this Plan.
1.109 "Management Incentive Plans" means, collectively, the New NTL
Management Incentive Plan and the Euroco Management Incentive Plan.
1.110 "New NTL" means NTL CC, on and after the Effective Date.
1.111 "New NTL Chapter 11 Acquiring Person" means any holder of an
Allowed Claim or Interest or any Person or group of affiliated or
associated Persons to such holder who, with respect to any determination
date, would beneficially own 15% or more of the outstanding shares of New
NTL Common Stock on account of such Allowed Claim or Interest, assuming
that the Plan is consummated on such determination date.
1.112 "New NTL Common Stock" means the 600 million shares of common
stock of New NTL, par value $0.01 per share, authorized under IV.C.2.a.i of
this Plan and the Amended and Restated Certificate of Incorporation of NTL
CC, including the associated New NTL Stockholder Rights, to be issued by
New NTL under this Plan as of the Effective Date.
1.113 "New NTL Exit Facility" means that certain credit facility to be
provided to New NTL or Cable Funding on the Effective Date.
1.114 "New NTL Exit Facility Agreement" means an agreement to provide
the New NTL Exit Facility.
1.115 "New NTL Grandfathered Distributee" means any New NTL Chapter 11
Acquiring Person who, as determined in the sole and absolute discretion of
the Debtors and the Steering Committee, (i) would hold, after giving effect
to the consummation of the Plan, its New NTL Common Stock for investment
purposes only, such that such New NTL Chapter 11 Acquiring Person would
qualify to file a Schedule 13-G pursuant to Section 13 of the Exchange Act,
(ii) would not directly or indirectly, through investments or otherwise,
constitute a competitor of any of the business lines of New NTL, (iii)
would not own or operate, in the United States or elsewhere, a business
that operates or holds a license to operate a cable television system or
service, fixed-line telephone or telecommunications system or service, or
broadcasting transmission system or service, and (iv) would not be a
strategic investor in New NTL.
1.116 "New NTL Lenders" means those entities identified as "Lenders"
with respect to the New NTL Exit Facility in the New NTL Exit Facility
Agreement, and their respective successors and assigns.
1.117 "New NTL Management Incentive Options" means the options to
purchase up to 10% of the issued and outstanding New NTL Common Stock, to
be issued by New NTL pursuant to the provisions of the New NTL Management
Incentive Plan.
1.118 "New NTL Management Incentive Plan" means the management
incentive plan pursuant to which the New NTL Management Incentive Options
will be issued, to be adopted by the compensation committee of the board of
directors of New NTL on or after the Effective Date.
1.119 "New NTL Registration Rights Agreement" means the registration
rights agreement governing the registration of New NTL Common Stock in
substantially the form of Exhibit K annexed hereto, by and among New NTL
and certain holders from time to time of New NTL Common Stock and Series A
Warrants who are or may be deemed to be "affiliates" or "underwriters" of
New NTL for purposes of the Securities Act.
1.120 "New NTL Rights Agent" means Continental Stock Transfer & Trust
Company, in its capacity as rights agent under the New NTL Rights
Agreement.
1.121 "New NTL Rights Agreement" means the stockholder rights
agreement, substantially in the form of Exhibit N annexed hereto, between
New NTL and Continental Stock Transfer & Trust Company, as Rights Agent.
1.122 "New NTL Stockholder Rights" means the stockholder rights to be
issued in accordance with the terms of the New NTL Rights Agreement.
1.123 "New NTL Stockholder Rights Preferred Stock" means Series A
Junior Participating Preferred Stock, par value $0.01 per share, of New
NTL.
1.124 "New NTL Stockholder Rights Purchase Price" means the price per
one one-hundredth of a share of New NTL Stockholder Rights Preferred Stock
that will be determined prior to the Effective Date.
1.125 "New Options" means, collectively, the New NTL Management
Incentive Options and the Euroco Management Incentive Options.
1.126 "New Securities" means, collectively, the New NTL Common Stock,
Euroco Common Stock, Euroco Preferred Stock, Series A Warrants, New
Options, and, as the context requires, Rights.
1.127 "Non-Debtor Subsidiar(ies)" means, individually and
collectively, the direct and indirect subsidiaries of NTL Inc. listed on
Exhibit C hereto that are not Debtor Subsidiaries.
1.128 "Noos" means Suez Lyonnaise Telecom, a societe anonyme organized
under the laws of France.
1.129 "Noos Interest" means NTL Inc.'s entire interest in the ordinary
registered shares of Noos owned by NTL Inc., as pledged pursuant to Annex 1
of the Share Account Pledge Agreement and as subject to the Noos
Shareholder Agreement.
1.130 "Noos Junior Preferred Stock" means, collectively, the 6.5%
Fixed Coupon Redeemable Preferred Stock and the Variable Coupon Redeemable
Preferred Stock.
1.131 "Noos Junior Preferred Stock Interest" means an Interest of a
holder of Noos Junior Preferred Stock arising under or as a result of Noos
Junior Preferred Stock.
1.132 "Noos Shareholder Agreement" means the Shareholders' Agreement,
dated April 10, 2001, by and among Suez SA, NTL Inc., MSDW Capital Partners
IV, LLC and Noos, as amended on October 26, 2001, November 23, 2001, and
May 14, 2002, and as may be further amended and/or restated from time to
time.
1.133 "Noteholder" means a holder of Debt Securities.
1.134 "Noteholder Election Option" means the option offered to the NTL
CC Subordinated Notes Holders, the NTL Delaware Subordinated Notes Holders
(other than France Telecom), and the NTL Inc. Subordinated Notes Holders
(other than France Telecom) as of the Noteholder Election Option Record
Date, to purchase (a) shares of New NTL Common Stock and (b) shares of New
NTL Common Stock (each accompanied by a Series A Warrant) that were not
subscribed for in the Equity Rights Offering.
1.135 "Noteholder Election Option Procedures" means the Noteholder
Election Option Procedures annexed hereto as Exhibit G.
1.136 "Noteholder Election Option Price" means the price per share of
New NTL Common Stock purchased in the Noteholder Election Option, which
shall be equal to (a)(i) $10.5 billion, minus (ii) New NTL's pro forma debt
as of the Effective Date as set forth in the Confirmation Order, plus (iii)
New NTL's pro forma cash (with such pro forma amounts to be determined in
accordance with New NTL's most recent monthly financials available prior to
the commencement of the Noteholder Election Option), divided by (b) 200
million.
1.137 "Noteholder Election Option Record Date" means the date for
determination of holders of NTL CC Convertible Senior Notes, NTL CC
Subordinated Notes, NTL Delaware Subordinated Notes (other than France
Telecom), and NTL Inc. Subordinated Notes (other than France Telecom)
eligible to participate in the Noteholder Election Option, which date shall
be designated in an order of the Bankruptcy Court.
1.138 "NTL Cash Amount" means 20.9% of the Delaware/Inc. Cash Amount.
1.139 "NTL CC" means NTL Communications Corp., a Delaware corporation.
1.140 "NTL CC Convertible Senior Notes" means the 6 3/4% Convertible
Senior Notes due 2008, issued by NTL CC (and a subordinated co-obligation
of NTL Inc.) under an indenture dated May 15, 2001.
1.141 "NTL CC Convertible Senior Notes Claim" means a Claim of an NTL
CC Convertible Senior Notes Holder arising under or as a result of the NTL
CC Convertible Senior Notes.
1.142 "NTL CC Convertible Senior Notes Holder" means a holder of NTL
CC Convertible Senior Notes.
1.143 "NTL CC Guaranty" means the guaranty by NTL CC of the
obligations of NTL Communications Limited as borrower under the Working
Capital Facility.
1.144 "NTL CC Restructuring Expenses" means an allocable portion of
the Restructuring Expenses, equal to the amount that the estimated value of
the aggregate recovery of Classes 6, 7, and 8 bears to the estimated value
of the aggregate recovery of Classes 6, 7, 8, 9, and 10.
1.145 "NTL CC Senior Notes" means, collectively, the (a) 12 3/4%
Senior Deferred Coupon Notes due 2005, issued by NTL CC under an indenture
dated April 20, 1995, as amended by a First Supplemental Indenture dated as
of January 22, 1996, and a Second Supplemental Indenture dated as of
October 14, 1998, (b) 11 1/2% Senior Deferred Coupon Notes due 2006, issued
by NTL CC under an indenture dated January 30, 1996, as amended by a First
Supplemental Indenture dated October 14, 1998, (c) 10% Senior Notes due
2007, issued by NTL CC under an indenture dated February 12, 1997, as
amended by a First Supplemental Indenture dated October 14, 1998, (d) 9
3/4% Senior Deferred Coupon Notes due 2008, issued by NTL CC under an
indenture dated March 13, 1998, (e) 10 3/4% Senior Deferred Coupon Notes
due 2008, issued by NTL CC under an indenture dated March 13, 1998, (f) 9
1/2% Senior Notes due 2008, issued by NTL CC under an indenture dated March
13, 1998, (g) 11 1/2% Senior Notes due 2008, issued by NTL CC under an
indenture dated November 2, 1998, (h) 123/8% Senior Deferred Coupon Notes
due 2008, issued by NTL CC under an indenture dated November 6, 1998, (i) 9
3/4% Senior Deferred Coupon Notes due 2009, issued by NTL CC under an
indenture dated April 14, 1999, (j) 9 1/4% Senior Notes due 2006, issued by
NTL CC under an indenture dated November 24, 1999, (k) 97/8% Senior Notes
due 2009, issued by NTL CC under an indenture dated November 24, 1999, (l)
11 1/2% Senior Deferred Coupon Notes due 2009, issued by NTL CC under an
indenture dated November 24, 1999, (m) 117/8% Senior Notes due 2010, issued
by NTL CC under an indenture dated October 2, 2000, (n) 123/8% Senior Notes
due 2008, issued by NTL CC under an indenture dated January 24, 2001, and
(o) 6 3/4% Convertible Senior Notes due 2008, issued by NTL CC (and a
subordinated co-obligation of NTL Inc.) under an indenture dated May 15,
2001.
1.146 "NTL CC Senior Notes Claim" means a Claim of an NTL CC Senior
Notes Holder arising under or as a result of the NTL CC Senior Notes.
1.147 "NTL CC Senior Notes Holder" means a holder of NTL CC Senior
Notes.
1.148 "NTL CC Subordinated Notes" means 7% Convertible Subordinated
Notes due 2008, issued by NTL CC (and a subordinated co-obligation of NTL
Delaware and NTL Inc.) under an indenture dated December 16, 1998, as
amended by a First Supplemental Indenture dated March 31, 1999, a Second
Supplemental Indenture dated March 16, 2000, and a Third Supplemental
Indenture dated May 17, 2000.
1.149 "NTL CC Subordinated Notes Claim" means a Claim of an NTL CC
Subordinated Notes Holder arising under or as a result of the NTL CC
Subordinated Notes.
1.150 "NTL CC Subordinated Notes Holder" means a holder of NTL CC
Subordinated Notes.
1.151 "NTL Delaware" means NTL (Delaware), Inc., a Delaware corporation.
1.152 "NTL Delaware Subordinated Notes" means, collectively, the (a) 5
3/4% Convertible Subordinated Notes due 2009, issued by NTL Delaware (and a
subordinated co-obligation of NTL Inc.) under an indenture dated December
22, 1999, as amended by a First Supplemental Indenture dated May 17, 2000,
(b) 5 3/4% Convertible Subordinated Notes due 2011, co-issued on a
subordinated basis by NTL Delaware and NTL Inc. under an indenture dated
June 22, 2001, as amended by a First Supplemental Indenture dated July 27,
2001, and (c) 7% Convertible Subordinated Notes due 2008, issued by NTL CC
(and a subordinated co-obligation of NTL Delaware and NTL Inc.) under an
indenture dated December 16, 1998, as amended by a First Supplemental
Indenture dated March 31, 1999, a Second Supplemental Indenture dated March
16, 2000, and a Third Supplemental Indenture dated May 17, 2000.
1.153 "NTL Delaware Subordinated Notes Claim" means a Claim of an NTL
Delaware Subordinated Notes Holder arising under or as a result of the NTL
Delaware Subordinated Notes.
1.154 "NTL Delaware Subordinated Notes Holder" means a holder of NTL
Delaware Subordinated Notes.
1.155 "NTL Inc." means NTL Incorporated, a Delaware corporation.
1.156 "NTL Inc. Subordinated Notes" means, collectively, the (a) 5
3/4% Convertible Subordinated Notes due 2009, issued by NTL Delaware (and a
subordinated co-obligation of NTL Inc.) under an indenture dated December
22, 1999, as amended by a First Supplemental Indenture dated May 17, 2000,
(b) 5 3/4% Convertible Subordinated Notes due 2011, co-issued on a
subordinated basis by NTL Delaware and NTL Inc. under an indenture dated
June 22, 2001, as amended by a First Supplemental Indenture dated July 27,
2001, (c) 7% Convertible Subordinated Notes due 2008, issued by NTL CC (and
a subordinated co-obligation of NTL Delaware and NTL Inc.) under an
indenture dated December 16, 1998, as amended by a First Supplemental
Indenture dated March 31, 1999, a Second Supplemental Indenture dated March
16, 2000, and a Third Supplemental Indenture dated May 17, 2000, and (d) 6
3/4% Convertible Senior Notes due 2008, issued by NTL CC (and a
subordinated co-obligation of NTL Inc.) under an indenture dated May 15,
2001.
1.157 "NTL Inc. Subordinated Notes Claim" means a Claim of an NTL Inc.
Subordinated Notes Holder arising under or as a result of the NTL Inc.
Subordinated Notes.
1.158 "NTL Inc. Subordinated Notes Holder" means a holder of NTL Inc.
Subordinated Notes.
1.159 "NYSE" means the New York Stock Exchange, Inc.
1.160 "Offerings" means, collectively, the Equity Rights Offering and
the Noteholder Election Option.
1.161 "Old Common Stock" means NTL Inc.'s common stock, par value
$0.01 per share, issued and outstanding immediately before the Petition
Date, or at any time prior to the Effective Date, including the associated
rights under NTL Inc.'s shareholder rights plan extant on the Petition
Date, quoted on the Over The Counter Bulletin Board system under the symbol
"NTLD."
1.162 "Old Common Stock Interest" means an Interest of a holder of Old
Common Stock evidenced by Old Common Stock arising under or as a result of
the Old Common Stock.
1.163 "Old Junior Preferred Stock" means, collectively, the Noos
Junior Preferred Stock and Other Junior Preferred Stock.
1.164 "Old Junior Preferred Stock Interest" means an Interest of a
holder of Old Junior Preferred Stock evidenced by Old Junior Preferred
Stock arising under or as a result of the Old Junior Preferred Stock.
1.165 "Old Options" means, collectively, all issued, outstanding, and
unexpired options to purchase (i) Old Common Stock outstanding as of the
Petition Date, and any and all "puts" or similar rights or claims relating
in any manner to such options, including, but not limited to, the options
issued to Bruno Claude pursuant to section 3(c) of his employment
agreement, made as of October 16, 2000 or (ii) common stock of NTL CC or
NTL Delaware.
1.166 "Old Preferred Stock" means, collectively, the Old Senior
Preferred Stock and Old Junior Preferred Stock.
1.167 "Old Senior Preferred Stock" means, collectively, the 13% Senior
Redeemable Exchangeable Preferred Stock and 13% Series B Senior Redeemable
Exchangeable Preferred Stock.
1.168 "Old Senior Preferred Stock Interest" means an Interest of a
holder of Old Senior Preferred Stock evidenced by Old Senior Preferred
Stock arising under or as a result of the Old Senior Preferred Stock.
1.169 "Old Warrants" means all issued, outstanding, and unexpired
warrants to purchase Old Common Stock outstanding as of the Petition Date.
1.170 "Other Junior Preferred Stock" means, collectively, the (a) 5%
Cumulative Participating Convertible Preferred Stock, Series A (and
dividend shares Series C through Series K), (b) 5% Cumulative Participating
Convertible Preferred Stock, Series B (and dividend shares Series B-1
through Series B-6), and (c) Cumulative Convertible Preferred Stock.
1.171 "Other Junior Preferred Stock Interest" means an Interest of a
holder of Other Junior Preferred Stock evidenced by Other Junior Preferred
Stock arising under or as a result of the Other Junior Preferred Stock.
1.172 "Other Old Equity Interest" means an Interest or any and all
rights and claims of a holder of Old Warrants or Old Options, arising
under, as a result of, or relating to the Old Warrants or Old Options, as
the case may be, and any other Interest relating to Old Common Stock ,
including, without limitation, conversion rights, principal or other legal
or contractual rights to acquire Old Common Stock.
1.173 "Other Priority Claim" means a Claim entitled to priority under
section 507(a) of the Bankruptcy Code other than a Priority Tax Claim or an
Administrative Claim.
1.174 "Other Secured Claims" means, collectively, all Secured Claims
against the Debtors, or any of them, other than the Secured Claims included
in Classes 2.01 and 2.02 of this Plan.
1.175 "Person" means an individual, corporation, partnership, joint
venture, association, joint stock company, limited liability company,
limited liability partnership, trust, trustee, United States Trustee,
estate, unincorporated organization, government, governmental unit (as
defined in the Bankruptcy Code), agency, or political subdivision thereof,
or other entity.
1.176 "Petition Date" means May 8, 2002, the date on which the Debtors
filed their petitions for reorganization relief commencing the Chapter 11
Cases.
1.177 "Plan" means this amended joint plan of reorganization, together
with all exhibits hereto, as it may be further amended, modified, or
supplemented from time to time in accordance with section 1127 of the
Bankruptcy Code, including any Plan Supplements.
1.178 "Plan Supplement" means the compilation of documents or forms of
documents specified in this Plan (approved in all respects by the Steering
Committee,) including any Exhibits to this Plan not included herewith, that
the Debtors will file with the Bankruptcy Court on or before the date that
is seven days prior to the Confirmation Hearing.
1.179 "Priority Tax Claim" means a Claim that is entitled to priority
under section 507(a)(8) of the Bankruptcy Code.
1.180 "Pro Rata" means, at any time, the proportion that the Face
Amount of an Allowed Claim or Allowed Interest in a particular Class bears
to the aggregate Face Amount of all Claims or Interests (including Disputed
Claims or Disputed Interests, but excluding Disallowed Claims or Disallowed
Interests) in that Class, unless this Plan provides otherwise.
1.181 "Professional" means any professional, other than a professional
employed or retained by the Steering Committee, (a) employed in the Chapter
11 Cases under sections 327, 328, 329, or 1103 of the Bankruptcy Code or
(b) seeking compensation or reimbursement of expenses in connection with
the Chapter 11 Cases under section 503(b)(4) or 1129(a)(4) of the
Bankruptcy Code.
1.182 "Professional Fee Claim" means a Claim of a Professional, other
than a Professional employed or retained by the Steering Committee, for
compensation for services rendered, and/or reimbursement of costs and
expenses incurred, after the Petition Date and prior to and including the
Confirmation Date.
1.183 "PTV Swap Agreement" means the ISDA Master Agreement, dated as
of March 26, 2001, by and between J.P. Morgan Chase and NTL Inc., as
amended, modified, or supplemented.
1.184 "PTV Swap Agreement Collateral" means the (pound)23,000,000
pledged by NTL Inc. to J.P. Morgan Chase pursuant to the Credit Support
Annex to the PTV Swap Agreement, dated as of January 30, 2002, to secure
NTL Inc.'s obligations under the PTV Swap Agreement.
1.185 "Registration Rights Agreement(s)" means, individually and
collectively, the New NTL Registration Rights Agreement and the Euroco
Registration Rights Agreement.
1.186 "Reinstated" or "Reinstatement" means (i) leaving unaltered the
legal, equitable, and contractual rights to which a Claim entitles the
holder of such Claim so as to leave such Claim unimpaired in accordance
with section 1124 of the Bankruptcy Code or (ii) notwithstanding any
contractual provision or applicable law that entitles the holder of such
Claim to demand or receive accelerated payment of such Claim after the
occurrence of a default, (a) curing any such default that occurred before,
on, or after the Petition Date, other than a default of a kind specified in
section 365(b)(2) of the Bankruptcy Code, (b) reinstating the maturity of
such Claim as such maturity existed before such default, (c) compensating
the holder of such Claim for any damages incurred as a result of any
reasonable reliance by such holder on such contractual provision or such
applicable law, and (d) not otherwise altering the legal, equitable, or
contractual rights to which such Claim entitles the holder of such Claim.
1.187 "Reorganized Debtor(s)" means, collectively, the Debtors on and
after the Effective Date.
1.188 "Reorganized . . ." means the identified entity on and after the
Effective Date.
1.189 "Restructuring Expenses" means the aggregate expenses incurred
by NTL and its subsidiaries in connection with the Restructuring, as more
fully described in the Disclosure Statement.
1.190 "Rights" means, collectively, the Equity Rights and the
Noteholder Election Option.
1.191 "SEC" means the United States Securities and Exchange Commission.
1.192 "Secured Claim" means a Claim, other than a Setoff Claim, that
is secured by a Lien that is valid, perfected, and enforceable, and not
avoidable, on property in which a Debtor has an interest, or the proceeds
of the sale of such property, to the extent of the value, as of the
Effective Date, of such interest or Lien as determined by a Final Order of
the Bankruptcy Court under section 506 of the Bankruptcy Code or as
otherwise agreed upon in writing by a Debtor or Reorganized Debtor and the
holder of such Claim.
1.193 "Securities Act" means the Securities Act of 1933, as amended
from time to time and any successor statutes.
1.194 "Securities Actions" means, collectively, the actions captioned
(a) James Haber v. NTL Inc., et al., Civil Action No. 02-CV-3013, (b) Mike
Atassi v. NTL Inc., et al., Civil Action No. 02-CV-3297, (c) Harry Pariser
v. NTL Inc., et al., Civil Action No. 02-CV-3415, and (d) Addy Krebs v. NTL
Inc., et al., Civil Action No. 02-CV-3485, each pending in the United
States District Court for the Southern District of New York.
1.195 "Securities Claim" means a Claim of the type described in, and
subject to subordination under, section 510(b) of the Bankruptcy Code,
including any Claim arising from the rescission of a purchase or sale of an
Existing Security of a Debtor, for damages arising from the purchase or
sale of such an Existing Security, or for reimbursement, contribution or
indemnification allowed under section 502 of the Bankruptcy Code on account
of such Claim, including, but not limited to, a Claim with respect to any
action pending against any Debtor and/or its current or former officers and
directors in which Securities Claims are asserted, including the Securities
Actions.
1.196 "Securities Claim Bar Date" means the date designated by the
Bankruptcy Court as the last date for filing proofs of Securities Claims
against the Debtors.
1.197 "Senior Credit Facility" means the credit agreement, dated May
30, 2000, by and among NTL Communications Limited, as parent, NTL
Investment Holdings Limited, as post-novation borrower, the guarantors
named therein, NTL CC, J.P. Morgan plc (formerly known as Chase Manhattan
plc) and Morgan Stanley Dean Witter Bank Limited, as arrangers, J.P. Morgan
Europe Limited (formerly known as Chase Manhattan International Limited),
as agent and security trustee, and the other parties thereto, as may be
further amended and/or restated from time to time.
1.198 "Senior Notes" means, collectively, Diamond Holdings Notes,
Diamond Cable Notes, NTL CC Convertible Senior Notes, and NTL CC Senior
Notes.
1.199 "Senior Notes Claim" means a Claim of a Senior Notes Holder
arising under or as a result of the Senior Notes.
1.200 "Senior Notes Holder" means a holder of Senior Notes.
1.201 "Series A Warrant Agent" means Continental Stock Transfer &
Trust Company, in its capacity as warrant agent under the Series A Warrant
Agreement.
1.202 "Series A Warrant Agreement" means the warrant agreement,
substantially in the form of Exhibit E annexed hereto, between New NTL and
Continental Stock Transfer & Trust Company, as Series A Warrant Agent.
1.203 "Series A Warrants" means the warrants to purchase shares of New
NTL Common Stock authorized under Article IV.C.2.a.i of this Plan and the
Amended Certificate of Incorporation of NTL CC and described in the term
sheet annexed hereto as Exhibit J, to be issued by New NTL under this Plan
as of the Effective Date in accordance with the Series A Warrant Agreement.
1.204 "Setoff Claim" means a Claim of a holder that has a valid right
of setoff with respect to such Claim, which right is enforceable under
section 553 of the Bankruptcy Code as determined by a Final Order or as
otherwise agreed in writing by any Debtor, to the extent of the amount
subject to such right of setoff.
1.205 "Share Account Pledge Agreement" means the Share Account Pledge
Agreement, dated May 18, 2001, by and between NTL Inc. and France Telecom,
pursuant to which NTL Inc. pledged the Noos Interest to France Telecom.
1.206 "6.5% Fixed Coupon Redeemable Preferred Stock" means the shares
of 6.5% Fixed Coupon Redeemable Preferred Stock, Series A, of NTL Inc.
outstanding immediately prior to the Petition Date.
1.207 "6.5% Fixed Coupon Redeemable Preferred Stock Interest" means an
Interest of a holder of 6.5% Fixed Coupon Redeemable Preferred Stock
arising under or as a result of the 6.5% Fixed Coupon Redeemable Preferred
Stock.
1.208 "Solicitation Agent" means Innisfree M&A Incorporated, in its
capacity as information, balloting, and noticing agent for the Debtors.
1.209 "Solicitation Procedures Order" means the order of the
Bankruptcy Court or other court of competent jurisdiction approving the
Debtors' proposed procedures to govern their solicitation of votes on this
Plan.
1.210 "Steering Committee" means the steering committee of the
unofficial committee of noteholders of NTL Delaware, NTL CC, Diamond Cable,
Diamond Holdings, and Triangle.
1.211 "Stockholders" means, collectively, the holders of Old Common
Stock, Other Junior Preferred Stock, and Old Senior Preferred Stock.
1.212 "Subordinated Notes" means, collectively, the NTL CC
Subordinated Notes , NTL Delaware Subordinated Notes, and NTL Inc.
Subordinated Notes.
1.213 "Subordinated Notes Claim" means a Claim of a Subordinated Note
Holder arising under or as a result of the Subordinated Notes.
1.214 "Subordinated Notes Holder" means a holder of Subordinated
Notes.
1.215 "Subsidiary Common Stock Interests" means, collectively, the
issued and outstanding common stock of each of the Debtor Subsidiaries.
1.216 "13% Senior Redeemable Exchangeable Preferred Stock" means the
shares of 13% senior redeemable exchangeable preferred stock of NTL Inc.
outstanding as of the Petition Date.
1.217 "13% Series B Senior Redeemable Exchangeable Preferred Stock"
means the shares of 13% senior redeemable exchangeable preferred stock,
Series B, of NTL Inc. outstanding as of the Petition Date.
1.218 "Triangle" means NTL (Triangle) LLC, a Delaware limited
liability company.
1.219 "UBS Warburg" means UBS Warburg LLC.
1.220 "Unimpaired Claim" means a Claim that is not Impaired under this
Plan.
1.221 "Unsecured Claim" means a Claim against any Debtor, other than
an Administrative Claim or a Secured Claim.
1.222 "Variable Coupon Redeemable Preferred Stock" means the shares of
variable coupon redeemable preferred stock, Series A, of NTL Inc.
outstanding immediately prior to the Petition Date.
1.223 "Variable Coupon Redeemable Preferred Stock Interest" means an
Interest of a holder of Variable Coupon Redeemable Preferred Stock arising
under or as a result of the Variable Coupon Redeemable Preferred Stock.
1.224 "Voting Deadline" means the date and time, as fixed by an order
of the Bankruptcy Court and set forth in the Disclosure Statement, by which
all Ballots to accept or reject this Plan must be received by the
Solicitation Agent.
1.225 "Voting Record Date" means the record date for voting to accept
or reject this Plan, as fixed by an order of the Bankruptcy Court, which
date shall be one (1) Business Day after the Petition Date.
1.226 "Working Capital Facility" means the credit agreement, dated May
30, 2000, by and among NTL CC, as parent, NTL (UK) Group, Inc., as
intermediate parent, NTL Communications Limited, as borrower, and J.P.
Morgan plc (formerly known as Chase Manhattan plc) and Morgan Stanley Dean
Witter Bank Limited, as arrangers and joint book managers, J.P. Morgan
Europe Limited (formerly known as Chase Manhattan International Limited),
as agent and security trustee, and the other parties thereto, as may be
further amended and/or restated from time to time.
1.227 "Working Capital Facility Guaranty" means the guaranty by NTL CC
of the obligations of NTL Communications Limited as borrower under the
Working Capital Facility.
1.228 "Working Capital Facility Guaranty Collateral" means the
collateral securing the Working Capital Facility Guaranty.
1.229 "Working Capital Facility Lenders" means the lenders under the
Working Capital Facility.
C. Rules Of Interpretation
1. General
In this Plan (a) any reference to a contract, instrument, release,
indenture, or other agreement or document as being in a particular form or
on particular terms and conditions means the agreement or document
substantially in that form or on those terms and conditions, (b) any
reference to an existing document or exhibit means that document or exhibit
as it may have been or may be amended, modified, or supplemented, (c)
unless otherwise specified, all references to Sections, Articles,
Schedules, and Exhibits are references to Sections, Articles, Schedules,
and Exhibits of or to this Plan, (d) the words "herein" and "hereto" refer
to this Plan in its entirety rather than to a particular portion of this
Plan, (e) captions and headings to Articles and Sections are for
convenience of reference only and are not intended to be a part of or to
affect the interpretation of this Plan, and (f) the rules of construction
in section 102 of the Bankruptcy Code and in the Bankruptcy Rules shall
apply.
2. "Including"
As used in this Plan, "including" means "including without
limitation."
3. "On"
With reference to any distribution under this Plan, "on" a date means
on or as soon as reasonably practicable after that date.
4. "Contra Proferentum" Rule Not Applicable
This Plan is the product of extensive discussions and negotiations
between and among, inter alia, the Debtors, the Steering Committee, France
Telecom, and certain other holders of Existing Securities. Each of the
foregoing was represented by counsel who either participated in the
formulation and documentation of, or was afforded the opportunity to review
and provide comments on, this Plan, the Disclosure Statement, and the
documents ancillary thereto. Accordingly, the general rule of contract
construction known as "contra proferentum" shall not apply to the
interpretation of any provision of this Plan, the Disclosure Statement, or
any agreement or document generated in connection herewith.
D. Computation Of Time
In computing any period of time prescribed or allowed by this Plan,
the provisions of Fed. R. Bankr. P. 9006(a) shall apply.
ARTICLE II.
CLASSIFICATION OF CLAIMS AND INTERESTS
A. Introduction
All Claims and Interests, except Administrative Claims and Priority
Tax Claims, are placed in the Classes set forth below. In accordance with
section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and
Priority Tax Claims, as described below, have not been classified and are
not entitled to vote on this Plan.
A Claim or Interest is placed in a particular Class only to the extent
that the Claim or Interest falls within the description of that Class, and
is classified in other Classes to the extent that any portion of the Claim
or Interest falls within the description of such other Classes. A Claim is
also placed in a particular Class for the purpose of receiving
distributions pursuant to this Plan only to the extent that such Claim is
an Allowed Claim in that Class and such Claim has not been paid, released,
or otherwise settled prior to the Effective Date.
B. Unclassified Claims (not entitled to vote on the Plan)
1. Administrative Claims
2. Priority Tax Claims
C. Unimpaired Classes Of Claims (deemed to have accepted the Plan and,
therefore, not entitled to vote)
1. Class 1: Other Priority Claims (All Debtors)
Class 1 consists of all Other Priority Claims against all Debtors.
2. Class 2: Secured Claims (All Debtors)
Class 2 consists of separate subclasses for each Secured Claim secured
by a security interest in or lien on property in which a Debtor's Estate
has an interest and, in the aggregate, all Secured Claims against all
Debtors. Each subclass is deemed to be a separate Class for all purposes
under the Bankruptcy Code and this Plan, including for purposes of voting
to accept or reject this Plan.
a. Class 2.01: Working Capital Facility Guaranty Secured Claims
Class 2.01 consists of all Claims against NTL CC, secured by and to
the extent of the value (as of the Petition Date), of the Working Capital
Facility Guaranty Collateral, directly or indirectly arising from or under,
or relating in any way to, the Working Capital Facility Guaranty.
b. Class 2.02: PTV Swap Secured Claims
Class 2.02 consists of all Claims against NTL Inc., secured by and to
the extent of the value (as of the Petition Date), if any, of the PTV Swap
Agreement Collateral, directly or indirectly arising from or under, or
relating in any way to, the PTV Swap Agreement.
c. Class 2.03: Other Secured Claims
Class 2.03 consists of all Other Secured Claims against all Debtors.
3. Class 3: General Unsecured Claims (All Debtors)
Class 3 consists of all General Unsecured Claims against all Debtors.
4. Class 4: Diamond Holdings Notes Claims
Class 4 consists of all Diamond Holdings Notes Claims against Diamond
Holdings.
D. Impaired Classes Of Claims And Interests (entitled to vote on the Plan)
1. Class 5: Subsidiary Common Stock Interests
Class 5 consists of all Subsidiary Common Stock Interests.
2. Class 6: Diamond Cable Notes Claims
Class 6 consists of all Diamond Cable Notes Claims against Diamond
Cable. Notwithstanding any provision to the contrary contained in this
Plan, the Diamond Cable Notes Claims shall be deemed Allowed Class 6 Claims
for all purposes under this Plan or the Confirmation Order, without the
need to file proofs of Claim, in the aggregate amount of $1,275,793,104, as
follows: (a) Claims with respect to the 13 1/4% Senior Discount Notes due
2004 shall be deemed Allowed Class 6 Claims in the amount of $289,087,440,
(b) Claims with respect to the 11 3/4% Senior Discount Notes due 2005 shall
be deemed Allowed Class 6 Claims in the amount of $555,783,688, and (c)
Claims with respect to the 10 3/4% Senior Discount Notes due 2007 shall be
deemed Allowed Class 6 Claims in the amount of $430,921,976.
3. Class 7: NTL CC Senior Notes Claims
Class 7 consists of all NTL CC Senior Notes Claims. Notwithstanding
any provision to the contrary contained in this Plan, the NTL CC Senior
Notes Claims shall be deemed Allowed Class 7 Claims for all purposes under
this Plan or the Confirmation Order, without the need to file proofs of
Claim, in the aggregate amount of $7,755,752,661 as follows: (a) Claims
with respect to the 12 3/4% Senior Deferred Coupon Notes due 2005 shall be
deemed Allowed Class 7 Claims in the amount of $297,772,663, (b) Claims
with respect to the 11 1/2 Senior Deferred Coupon Notes due 2006 shall be
deemed Allowed Class 7 Claims in the amount of $1,082,535,417, (c) Claims
with respect to the 10% Senior Notes due 2007 shall be deemed Allowed Class
7 Claims in the amount of $409,222,222, (d) Claims with respect to the 9
3/4% Senior Deferred Coupon Notes due 2008 shall be deemed Allowed Class 7
Claims in the amount of $1,193,794,948, (e) Claims with respect to the 10
3/4% Senior Deferred Coupon Notes due 2008 shall be deemed Allowed Class 7
Claims in the amount of $400,863,234, (f) Claims with respect to the 9 1/2%
Senior Notes due 2008 shall be deemed Allowed Class 7 Claims in the amount
of $193,941,845, (g) Claims with respect to the 11 1/2% Senior Notes due
2008 shall be deemed Allowed Class 7 Claims in the amount of $668,324,653,
(h) Claims with respect to the 123/8% Senior Deferred Coupon Notes due 2008
shall be deemed Allowed Class 7 Claims in the amount of $380,610,860, (i)
Claims with respect to the 9 3/4% Senior Deferred Coupon Notes due 2009
shall be deemed Allowed Class 7 Claims in the amount of $402,810,754, (j)
Claims with respect to the 9 1/4% Senior Notes due 2006 shall be deemed
Allowed Class 7 Claims in the amount of $238,866,033, (k) Claims with
respect to the 97/8% Senior Notes due 2009 shall be deemed Allowed Class 7
Claims in the amount of $335,374,097, (l) Claims with respect to the 11
1/2% Senior Deferred Coupon Notes due 2009 shall be deemed Allowed Class 7
Claims in the amount of $144,952,020, (m) Claims with respect to the 117/8%
Senior Notes due 2010 shall be deemed Allowed Class 7 Claims in the amount
of $535,789,931, (n) Claims with respect to the 123/8% Senior Notes due
2008 shall be deemed Allowed Class 7 Claims in the amount of $283,590,859,
and (o) Claims with respect to the 6 3/4% Convertible Senior Notes due 2008
shall be deemed Allowed Class 7 Claims in the amount of $1,187,303,125.
4. Class 8: NTL CC Subordinated Notes Claims
Class 8 consists of all NTL CC Subordinated Notes Claims.
Notwithstanding any provision to the contrary contained in this Plan, the
NTL CC Subordinated Notes Claims shall be deemed Allowed Class 8 Claims for
all purposes under this Plan or the Confirmation Order, without the need to
file proofs of Claim, in the aggregate amount of $503,399,633.
5. Class 9: NTL Delaware Subordinated Notes Claims
Class 9 consists of all NTL Delaware Subordinated Notes Claims;
provided, however, that as of the Effective Date, France Telecom shall be
deemed to have waived its NTL Delaware Subordinated Notes Claims in the
aggregate amount of $232,000,000 plus accrued interest through the Petition
Date, and shall not be entitled to, and shall not, receive or retain any
property or interest in property on account of such NTL Delaware
Subordinated Notes Claims. Notwithstanding any provision to the contrary
contained in this Plan, the NTL Delaware Subordinated Notes Claims shall be
deemed Allowed Class 9 Claims for all purposes under this Plan or the
Confirmation Order, without the need to file proofs of Claim, in the
aggregate amount of $1,833,955,494, as follows: (a) Claims with respect to
the 5 3/4% Convertible Subordinated Notes due 2009 shall be deemed Allowed
Class 9 Claims in the amount of $1,227,408,333, (b) Claims with respect to
the 5 3/4% Convertible Subordinated Notes due 2011 shall be deemed Allowed
Class 9 Claims in the amount of $103,147,528, and (c) Claims with respect
to the 7% Convertible Subordinated Notes due 2008 shall be deemed Allowed
Class 9 Claims in the amount of $503,399,633.
6. Class 10: NTL Inc. Subordinated Notes Claims
Class 10 consists of all NTL Inc. Subordinated Notes Claims; provided,
however, that as of the Effective Date, France Telecom shall be deemed to
have waived its NTL Inc. Subordinated Notes Claims in the aggregate amount
of $232,000,000 plus accrued interest through the Petition Date, and shall
not be entitled to, and shall not, receive or retain any property or
interest in property on account of such NTL Inc. Subordinated Notes Claims.
Notwithstanding any provision to the contrary contained in this Plan, the
NTL Inc. Subordinated Notes Claims shall be deemed Allowed Class 10 Claims
for all purposes under this Plan or the Confirmation Order, without the
need to file proofs of Claim, in the aggregate amount of $3,021,258,619, as
follows: (a) Claims with respect to the 5 3/4% Convertible Subordinated
Notes due 2009 shall be deemed Allowed Class 10 Claims in the amount of
$1,227,408,333, (b) Claims with respect to the 5 3/4% Convertible
Subordinated Notes due 2011 shall be deemed Allowed Class 10 Claims in the
amount of $103,147,528, (c) Claims with respect to the 7% Convertible
Subordinated Notes due 2008 shall be deemed Allowed Class 10 Claims in the
amount of $503,399,633, and (d) Claims with respect to the 6 3/4%
Convertible Senior Notes due 2008 shall be deemed Allowed Class 10 Claims
in the amount of $1,187,303,125.
7. Class 11: Intercompany Claims
Class 11 consists of all Intercompany Claims.
E. Impaired Classes Of Interests (Classes 12, 13, and 14 are entitled
to vote on the Plan)
1. Class 12: Old Senior Preferred Stock Interests
Class 12 consists of all Old Senior Preferred Stock Interests in NTL
Inc. Notwithstanding any provision to the contrary contained in this Plan,
the Old Senior Preferred Stock Interests shall be deemed Allowed Class 12
Interests for all purposes under this Plan or the Confirmation Order.
2. Class 13: Old Junior Preferred Stock Interests
Class 13 consists of all Old Junior Preferred Stock Interests in NTL
Inc. Notwithstanding any provision to the contrary contained in this Plan,
the Old Junior Preferred Stock Interests shall be deemed Allowed Class 13
Interests for all purposes under this Plan or the Confirmation Order.
a. Group 13-A: Noos Junior Preferred Stock Interests
Group 13-A consists of all Noos Junior Preferred Stock Interests.
b. Group 13-B: Other Junior Preferred Stock Interests
Group 13-B consists of all Other Junior Preferred Stock Interests.
3. Class 14: Old Common Stock Interests
Class 14 consists of all Old Common Stock Interests in NTL Inc.
Notwithstanding any provision contained in this Plan to the contrary, the
Old Common Stock Interests shall be deemed Allowed Class 14 Interests for
all purposes under this Plan.
F. Additional Impaired Classes (Classes 15 and 16 are deemed to have
rejected the Plan and, therefore, are not entitled to vote)
1. Class 15: Securities Claims
a. Class 15.01: Debt Securities Claims
Class 15.01 consists of all Debt Securities Claims against a Debtor.
b. Class 15.02: Equity Securities Claims
Class 15.02 consists of all Equity Securities Claims against NTL Inc.
2. Class 16: Other Old Equity Interests
Class 16 consists of all Other Old Equity Interests in NTL Inc.
ARTICLE III.
TREATMENT OF CLAIMS AND INTERESTS
A. Unclassified Claims
1. Administrative Claims
Except as otherwise provided for herein, and subject to the
requirements of Article XV.A.2 hereof, on, or as soon as reasonably
practicable after the latest of (a) the Effective Date, (b) the date that
is five (5) Business Days after the date such Administrative Claim becomes
an Allowed Administrative Claim, or (c) the date that is five (5) Business
Days after the date such Administrative Claim becomes payable pursuant to
any agreement between a Debtor and the holder of such Administrative Claim,
each holder of an Allowed Administrative Claim shall, receive in full
satisfaction, settlement, release, and discharge of and in exchange for
such Allowed Administrative Claim, Cash equal to the unpaid portion of such
Allowed Administrative Claim; provided, however, that (i) DIP Facility
Claims against any Debtor shall be paid in full in Cash on the Effective
Date and (ii) obligations incurred in the ordinary course of business,
consistent with past practice, or assumed by the Debtors shall be paid in
full or performed by the Debtors or Reorganized Debtors in the ordinary
course of business, consistent with past practice; provided further,
however, that Allowed Administrative Claims incurred by the Debtors or
Reorganized Debtors after the Confirmation Date, including, without
limitation, Professional Fee Claims, shall not be subject to application
and may be paid by the Debtors or Reorganized Debtors, as the case may be,
in the ordinary course of business and without further Bankruptcy Court
approval.
2. Priority Tax Claims
Each holder of an Allowed Priority Tax Claim shall receive, at the
sole discretion of the Debtors, and in full satisfaction, settlement,
release, and discharge of and in exchange for such Allowed Priority Tax
Claim, (a) Cash equal to the unpaid portion of such Allowed Priority Tax
Claim, (b) Cash payments made in equal annual installments beginning on or
before the first anniversary following the Effective Date, with the final
installment payable not later than the sixth (6th) anniversary of the date
of the assessment of such Allowed Priority Tax Claim, together with
interest on the unpaid portion thereof at the Case Interest Rate from the
Effective Date through the date of payment thereof, or (c) such other
treatment as to which the applicable Debtor and such holder shall have
agreed on in writing; provided, however, that the Debtors reserve the right
to pay any Allowed Priority Tax Claim, or any remaining balance of any
Allowed Priority Tax Claim, in full at any time on or after the
Distribution Date without premium or penalty; and provided further, that no
holder of an Allowed Priority Tax Claim shall be entitled to any payments
on account of any pre-Effective Date interest accrued on or penalty arising
after the Petition Date with respect to or in connection with such Allowed
Priority Tax Claim.
B. Unimpaired Classes Of Claims
1. Class 1: Other Priority Claims (All Debtors)
On, or as soon as reasonably practicable after, the later of (i) the
Distribution Date or (ii) the date such Other Priority Claim becomes an
Allowed Other Priority Claim, each holder of an Allowed Other Priority
Claim shall receive, in full satisfaction, settlement, release, and
discharge of and in exchange for such Allowed Class 1 Other Priority Claim,
(a) Cash in an amount equal to the unpaid portion of such Allowed Other
Priority Claim or (b) such other treatment as to the applicable Debtor and
such holder shall have agreed upon in writing; provided, however, that
Allowed Other Priority Claims with respect to liabilities incurred by a
Debtor in the ordinary course of business during the Chapter 11 Cases shall
be paid in the ordinary course of business in accordance with the terms and
conditions of any agreements relating thereto.
2. Class 2: Secured Claims
Each holder of a Class 2 Secured Claim shall be treated as a separate
class for all purposes under this Plan, and each holder of an Allowed Class
2 Secured Claim shall receive the treatment set forth below. To the extent,
if any, that the value of the collateral securing a Class 2 Secured Claim
is less than the total amount of such Claim, the difference shall be
treated as a Class 3 General Unsecured Claim. The Debtors specifically
reserve all rights to challenge the validity, nature, and perfection of,
and to avoid pursuant to the provisions of the Bankruptcy Code and other
applicable law, any purported liens and security interests.
a. Class 2.01: Working Capital Facility Guaranty Secured Claims
The legal, equitable, and contractual rights to which each Allowed
Class 2.01 Working Capital Facility Guaranty Secured Claims entitles its
holders are unaltered by this Plan and all such Allowed Class 2.01 Working
Capital Facility Guaranty Secured Claims shall be Reinstated on the
Effective Date.
b. Class 2.02: PTV Swap Secured Claims
The legal, equitable, and contractual rights to which each Allowed
Class 2.02 PTV Swap Secured Claim entitles its holders are unaltered by
this Plan and all such Allowed Class 2.02 PTV Swap Secured Claims shall be
Reinstated on the Effective Date.
c. Class 2.03: Other Secured Claims
The legal, equitable, and contractual rights to which each Allowed
Class 2.03 Other Secured Claim entitles its holders are unaltered by this
Plan and all such Allowed Class 2.03 Other Secured Claims shall be
Reinstated on the Effective Date.
3. Class 3: General Unsecured Claims
The legal, equitable, and contractual rights to which each Allowed
Class 3 General Unsecured Claim entitles its holders are unaltered by this
Plan and all such Allowed Class 3 General Unsecured Claims shall be
Reinstated on the Effective Date. Allowed Class 3 General Unsecured Claims
incurred in the ordinary course of business shall be paid in full or
performed by the Debtors or the Reorganized Debtors in the ordinary course
of business, consistent with past practice.
4. Class 4: Diamond Holdings Notes Claims
The legal, equitable, and contractual rights to which each Allowed
Class 4 Diamond Holdings Notes Claim entitles its holders are unaltered by
this Plan and all such Allowed Class 4 Diamond Holdings Notes Claims shall
be Reinstated on the Effective Date.
C. Impaired Classes Of Claims And Interests
1. Class 5: Subsidiary Common Stock Interests
NTL Delaware (which shall be deemed to have accepted this Plan), the
holder of 100% of the shares of capital stock of NTL CC, has agreed that
its Subsidiary Common Stock Interests in NTL CC shall be exchanged with New
NTL on the Effective Date for those portions of the NTL Delaware
Subordinated Notes, NTL Inc. Subordinated Notes, Old Common Stock, Old
Senior Preferred Stock, and Other Junior Preferred Stock, and the
respective Claims or Interests associated therewith contributed to New NTL
by the holders of such notes and stock pursuant to the Plan, and NTL
Delaware shall not be entitled to, and shall not, receive or retain any
other property or interest in property on account of such Interests;
provided, however, that such exchange shall not occur until after the
issuance by New NTL and Euroco of all of the New Securities. All other
Allowed Class 5 Subsidiary Common Stock Interests shall, at the discretion
of NTL Inc., (a) receive treatment that leaves unaltered the legal,
equitable, and contractual rights to which such Interest entitles the
holder thereof, (b) be Reinstated, or (c) receive such other treatment as
NTL Inc. and such holder have agreed upon in writing.
2. Class 6: Diamond Cable Notes Claims
On, or as soon as reasonably practicable after, the Distribution Date,
each holder of an Allowed Class 6 Diamond Cable Notes Claim shall receive,
in full satisfaction, settlement, release, and discharge of and in exchange
for such Allowed Class 6 Diamond Cable Notes Claim, its Pro Rata share of
27,271,736 shares of New NTL Common Stock. Notwithstanding anything to the
contrary contained in this Plan, (a) on the Effective Date the Diamond
Cable Notes, all rights and interests related to or arising from any and
all Class 6 Diamond Cable Notes Claims and all rights and interests of the
relevant Indenture Trustees relating to the Diamond Cable Notes Indentures
shall be delivered, assigned, conveyed, and transferred by such Persons to
New NTL, which shall be the holder of the Diamond Cable Notes and all such
rights and interests from and after the Effective Date, (b) on the
Effective Date and without prejudice to the generality of clause (a) above,
each holder of a Class 6 Diamond Cable Notes Claim that holds any
definitive registered security or securities in respect of its Diamond
Cable Notes shall transfer such security or securities to New NTL, and (c)
in each case, if Class 6 votes as a Class to accept the Plan, then on and
after the Effective Date, each Person who was a holder of a Class 6 Diamond
Cable Notes Claim immediately prior to the transfers described in clauses
(a) and (b) above and, whether or not such Person has (i) voted on the Plan
or (ii) voted to reject the Plan, shall, insofar as it relates to such
holder, (x) do all such acts and things, and execute such documents as may
be reasonably necessary or desirable to effect and complete such transfers
and (y) be deemed to have appointed New NTL as its agent to undertake such
additional actions as may be necessary to effectuate such transfers;
provided, however, that notwithstanding the foregoing clauses (a) through
(c), the right to receive the distributions contemplated by this Article
shall not be transferred to New NTL and shall remain the property of the
holders of Class 6 Diamond Cable Notes Claims immediately prior to such
transfers.
A vote to accept this Plan by a holder of an Allowed Class 6 Diamond
Cable Notes Claims shall constitute an irrevocable direction by such holder
to the relevant Person, Indenture Trustee, securities intermediary, or
Nominee through, or in relation to which, the holder holds its Class 6
Diamond Cable Notes Claim, to direct its relevant Indenture Trustee,
securities intermediary, or Nominee, or other trustee for the global bearer
notes evidencing the Diamond Cable Notes, to deliver, transfer, convey, and
assign the global bearer notes evidencing the Diamond Cable Notes to New
NTL. In the event that Class 6 votes to accept the Plan, then upon entry of
the Confirmation Order, all holders of Allowed Class 6 Diamond Cable Notes
Claims who did not vote on the Plan or who voted to reject the Plan shall
be deemed to have made such an irrevocable direction.
In consideration of the foregoing, on the Effective Date or, if later
and unless waived by New NTL, immediately following completion of the
transfers described in clauses (a) and (b) above and the delivery,
transfer, conveyance, and assignment of the global bearer notes evidencing
the Diamond Cable Notes to New NTL, to the fullest extent permitted by law,
all holders of Class 6 Diamond Cable Notes Claims shall be deemed to
release, and shall be permanently enjoined from bringing any action
against, the Debtors, New NTL, Euroco, the Indenture Trustees, and their
respective members, officers, directors, agents, financial advisors,
attorneys, employees, equity holders, partners, affiliates, and
representatives and their respective property, on account of any claims,
obligations, rights, causes of action, or liabilities related to or arising
from any and all Class 6 Diamond Cable Notes Claims.
3. Class 7: NTL CC Senior Notes Claims
On, or as soon as reasonably practicable after, the Distribution Date,
each holder of an Allowed Class 7 NTL CC Senior Notes Claim shall receive,
in full satisfaction, settlement, release, and discharge of and in exchange
for such Allowed Class 7 NTL CC Senior Notes Claim, its Pro Rata share of
(i) 165,504,192 shares of New NTL Common Stock, (ii) 3,790 shares of Euroco
Preferred Stock, (iii) 0.725% of the Delaware Cash Amount, (iv) 5.012% of
the NTL Cash Amount, and (v) the Class 7 Euroco Value.
In consideration of the foregoing, on the Effective Date, but
effective as of the Confirmation Date, to the fullest extent permitted by
law, all holders of Class 7 NTL CC Senior Notes Claims shall be deemed to
release, and shall be permanently enjoined from bringing any action
against, the Debtors, New NTL, Euroco, and their respective members,
officers, directors, agents, financial advisors, attorneys, employees,
equity holders, partners, affiliates, and representatives and their
respective property, on account of any claims, obligations, rights, causes
of action, or liabilities related to or arising from any and all Class 7
NTL CC Senior Notes Claims.
4. Class 8: NTL CC Subordinated Notes Claims
On, or as soon as reasonably practicable after, the Distribution Date,
each holder of an Allowed Class 8 NTL CC Subordinated Notes Claim shall
receive, in full satisfaction, settlement, release, and discharge of and in
exchange for such Allowed Class 8 NTL CC Subordinated Notes Claim, its Pro
Rata share of (i) 3,292,516 shares of New NTL Common Stock, (ii) 6,615
shares of Euroco Common Stock, (iii) 76 shares of Euroco Preferred Stock,
(iv) 0.014% of the Delaware Cash Amount, (v) 0.100% of the NTL Cash Amount,
and (vi) the Class 8 Noteholder Election Option.
In consideration of the foregoing, on the Effective Date, but
effective as of the Confirmation Date, to the fullest extent permitted by
law, all holders of Class 8 NTL CC Subordinated Notes Claims shall be
deemed to release, and shall be permanently enjoined from bringing any
action against, the Debtors, New NTL, Euroco, and their respective members,
officers, directors, agents, financial advisors, attorneys, employees,
equity holders, partners, affiliates, and representatives and their
respective property, on account of any claims, obligations, rights, causes
of action, or liabilities related to or arising from any and all Class 8
NTL CC Subordinated Notes Claims.
5. Class 9: NTL Delaware Subordinated Notes Claims
On, or as soon as reasonably practicable after, the Distribution Date,
each holder of an Allowed Class 9 NTL Delaware Subordinated Notes Claim,
other than France Telecom, shall receive, in full satisfaction, settlement,
release, and discharge of and in exchange for such Allowed Class 9 NTL
Delaware Subordinated Notes Claim, its Pro Rata share of (i) 2,661,253
shares of New NTL Common Stock, (ii) 10,692,532 shares of Euroco Common
Stock, (iii) 299,391 shares of Euroco Preferred Stock, (iv) 85.540% of the
Delaware Cash Amount, and (v) the Class 9 Noteholder Election Option.
In consideration of the foregoing, on the Effective Date, but
effective as of the Confirmation Date, to the fullest extent permitted by
law, all holders of Class 9 NTL Delaware Subordinated Notes Claims shall be
deemed to release, and shall be permanently enjoined from bringing any
action against, the Debtors, New NTL, Euroco, and their respective members,
officers, directors, agents, financial advisors, attorneys, employees,
equity holders, partners, affiliates, and representatives and their
respective property, on account of any claims, obligations, rights, causes
of action, or liabilities related to or arising from any and all Class 9
NTL Delaware Subordinated Notes Claims.
6. Class 10: NTL Inc. Subordinated Notes Claim
On, or as soon as reasonably practicable after, the Distribution Date,
the holder of the Allowed Class 10 NTL Inc. Subordinated Notes Claim, other
than France Telecom, shall receive, in full satisfaction, settlement,
release, and discharge of and in exchange for such Allowed Class 10 NTL
Inc. Subordinated Notes Claim (i) 1,270,303 shares of New NTL Common Stock,
(ii) 6,270,159 shares of Euroco Common Stock, (iii) 71,744 shares of Euroco
Preferred Stock, (iv) 13.720% of the Delaware Cash Amount, (v) 94.887% of
the NTL Cash Amount, and (vi) the Class 10 Noteholder Election Option.
In consideration of the foregoing, on the Effective Date, but
effective as of the Confirmation Date, to the fullest extent permitted by
law, all holders of Class 10 NTL Inc. Subordinated Notes Claims shall be
deemed to release, and shall be permanently enjoined from bringing any
action against, the Debtors, New NTL, Euroco, and their respective members,
officers, directors, agents, financial advisors, attorneys, employees,
equity holders, partners, affiliates, and representatives and their
respective property, on account of any claims, obligations, rights, causes
of action, or liabilities related to or arising from any and all Class 10
NTL Inc. Subordinated Notes Claims.
7. Class 11: Intercompany Claims
On the Effective Date, all Class 11 Intercompany Claims owed by a
Debtor, directly or indirectly, to any of its Debtor Subsidiaries shall be
distributed by such Debtor Subsidiary up to its corporate parent in
exchange for one share of such Debtor Subsidiary's common stock and in
extinguishment of such Claim. On the Effective Date, all Class 11
Intercompany Claims owed, directly or indirectly, by any Debtor Subsidiary
to any parent Debtor, shall be contributed by the parent Debtor down to
such Debtor Subsidiary in exchange for one additional share of common stock
from such Debtor Subsidiary and in extinguishment of such Claim.
D. Impaired Classes Of Interests
This Plan is predicated on, among other things, agreement to the terms
of the Debtors' restructuring between and among the Junior Stakeholders, on
the one hand, and the holders of Debt Securities, on the other. The Debt
Securities holders are entitled under the Bankruptcy Code to a distribution
of 100% of the Debtors' and Reorganized Debtors' enterprise value. Absent
the willingness of the Debt Securities holders to provide value, in the
form of the distributions described below, to the Junior Stakeholders, the
Junior Stakeholders would not be entitled to, and would not, receive any
distribution from the Debtors under the Plan on account of their Interests
in the Debtors. In order to, among other things, facilitate and avoid delay
in consummation of the Plan and the Debtors' restructuring, the Debt
Securities holders have agreed to provide to the Junior Stakeholders, in
exchange for their acceptance of this Plan and assent to the transactions
contemplated hereby, a portion of the Debtors' and Reorganized Debtors'
enterprise value that such Debt Securities holders otherwise are entitled
to receive. Accordingly, if and to the extent that a Class of Junior
Stakeholders entitled to vote on this Plan fails to accept the Plan, then
no member of such rejecting Class of Junior Stakeholders shall be entitled
to, or shall receive, any distribution under the Plan on account of its
Interests in the Debtors and the consideration otherwise available to the
members of such rejecting Class shall be retained by the Debt Securities
holders or treated as otherwise set forth in the Confirmation Order.
1. Class 12: Old Senior Preferred Stock Interests
On, or as soon as reasonably practicable after, the Distribution Date,
each holder of an Allowed Class 12 Old Senior Preferred Stock Interest
shall receive, in full satisfaction, settlement, release, and discharge of
and in exchange for such Allowed Class 12 Old Senior Preferred Stock
Interest, its Pro Rata share of (i) 2,996,475 Series A Warrants, (ii)
1,284,205 Equity Rights, and (iii) 642,102 shares of Euroco Common Stock;
provided, however, that in the event that the holders of Class 12 Old
Senior Preferred Stock Interests vote as a class to reject this Plan, then
such holders of Class 12 Old Senior Preferred Stock Interests shall not be
entitled to, and shall not, receive or retain any property or interest in
property on account of such Class 12 Old Senior Preferred Stock Interests.
In consideration of the foregoing, on the Effective Date, but
effective as of the Confirmation Date, to the fullest extent permitted by
law, all holders of Class 12 Old Senior Preferred Stock Interests shall be
deemed to release, and shall be permanently enjoined from bringing any
action against, the Debtors, New NTL, Euroco, and their respective members,
officers, directors, agents, financial advisors, attorneys, employees,
equity holders, partners, affiliates, and representatives and their
respective property, on account of any claims, obligations, rights, causes
of action, or liabilities related to or arising from any and all Class 12
Old Senior Preferred Stock Interests.
2. Class 13: Old Junior Preferred Stock Interests
a. Group 13-A: Noos Junior Preferred Stock Interests
i. 6.5% Fixed Coupon Redeemable Preferred Stock Interests
On, or as soon as reasonably practicable after, the Distribution Date,
the holder of the Allowed 6.5%Fixed Coupon Redeemable Preferred Stock
Interests in Group 13-A shall receive, in full satisfaction, settlement,
release, and discharge of and in exchange for such Allowed 6.5% Fixed
Coupon Redeemable Preferred Stock Interests, 20.553% of the Noos Interest;
provided, however, that in the event that the holders of Class 13 Old
Junior Preferred Stock Interests vote as a class to reject this Plan, then
the holder of the Allowed 6.5% Fixed Coupon Redeemable Preferred Stock
Interests in Group 13-A shall not be entitled to, and shall not, receive or
retain any property or interest in property on account of such Interests.
ii. Variable Coupon Redeemable Preferred Stock Interests
On, or as soon as reasonably practicable after, the Distribution Date,
the holder of the Allowed Variable Coupon Redeemable Preferred Stock
Interests in Group 13-A shall receive, in full satisfaction, settlement,
release, and discharge of and in exchange for such Allowed Variable Coupon
Redeemable Preferred Stock Interests, 79.447% of the Noos Interest;
provided, however, that in the event that the holders of Class 13 Old
Junior Preferred Stock Interests vote as a class to reject this Plan, then
the holder of the Allowed Variable Coupon Redeemable Preferred Stock
Interests in Group 13-A shall not be entitled to, and shall not, receive or
retain any property or interest in property on account of such Interests.
b. Group 13-B: Other Junior Preferred Stock Interests
On, or as soon as reasonably practicable after, the Distribution Date,
each holder of an Allowed Other Junior Preferred Stock Interest in Group
13-B shall receive, in full satisfaction, settlement, release, and
discharge of and in exchange for such Allowed Other Junior Preferred Stock
Interest, its Pro Rata share of (i) 22,402,468 Series A Warrants and (ii)
9,601,058 Equity Rights; provided, however, that in the event that the
holders of Class 13 Old Junior Preferred Stock Interests vote as a class to
reject this Plan, then the holder of the Allowed Other Junior Preferred
Stock Interests in Group 13-B shall not be entitled to, and shall not,
receive or retain any property or interest in property on account of such
Interests.
In consideration of the foregoing, on the Effective Date, but
effective as of the Confirmation Date, to the fullest extent permitted by
law, all holders of Class 13 Old Junior Preferred Stock Interests shall be
deemed to release, and shall be permanently enjoined from bringing any
action against, the Debtors, New NTL, Euroco, and their respective members,
officers, directors, agents, financial advisors, attorneys, employees,
equity holders, partners, affiliates, and representatives and their
respective property, on account of any claims, obligations, rights, causes
of action, or liabilities related to or arising from any and all Class 13
Old Junior Preferred Stock Interests.
3. Class 14: Old Common Stock Interests
On, or as soon as reasonably practicable after, the Distribution Date,
each holder of an Allowed Class 14 Old Common Stock Interest shall receive
in full satisfaction, settlement, release, and discharge of and in exchange
for such Allowed Class 14 Old Common Stock Interest, its Pro Rata share of
(i) 9,601,058 Series A Warrants, (ii) 4,114,739 Equity Rights, and (iii)
2,057,369 shares of Euroco Common Stock; provided, however, that in the
event that the holders of Class 14 Old Common Stock Interests vote as a
class to reject this Plan, then the holders of Allowed Class 14 Old Common
Stock Interests shall not be entitled to, and shall not, receive or retain
any property or interest in property on account of such Interests or
Claims.
E. Additional Impaired Classes
1. Class 15: Securities Claims
a. Class 15.01: Debt Securities Claims
The Class 15.01 Debt Securities Claims shall be extinguished and the
holders thereof shall not be entitled to, and shall not, receive or retain
any property or interest in property on account of such Debt Securities
Claims.
b. Class 15.02: Equity Securities Claims
The Class 15.02 Equity Securities Claims shall be extinguished and the
holders thereof shall not be entitled to, and shall not, receive or retain
any property or interest in property on account of such Equity Securities
Claims.
2. Class 16: Other Old Equity Interests
The Class 16 Other Old Equity Interests shall be extinguished and the
holders thereof shall not be entitled to, and shall not, receive or retain
any property or interest in property on account of such Other Old Equity
Interests.
F. Additional Distributions With Respect To Allowed Claims In Classes 6,
7, 8, 9, And 10
With respect to the treatment of Allowed Claims in Classes 6, 7, 8, 9,
and 10, in addition to the distributions described in Articles III.C.2
through III.C.6 above, the professionals of the Steering Committee shall be
paid their unpaid fees and expenses incurred in accordance with their
prepetition engagement arrangements. Thus, on the Effective Date, the
Reorganized Debtors shall pay, in Cash, the unpaid fees and expenses
incurred on and after the Petition Date by Fried, Frank, Harris, Shriver &
Jacobson and Cadwalader, Wickersham & Taft, and UBS Warburg shall be paid
in full all of its unpaid fees and expenses owing and due, as provided in
its prepetition engagement letter. Such amounts shall be deemed to be
incremental distributions on behalf of Allowed Claims in Classes 6, 7, 8,
9, and 10.
G. Special Provision Regarding Unimpaired Claims
Except as otherwise provided in this Plan, the Confirmation Order, any
other order of the Bankruptcy Court, or any document or agreement entered
into and enforceable pursuant to the terms of this Plan, nothing shall
affect the Debtors' or Reorganized Debtors' rights and defenses, both legal
and equitable, with respect to any Unimpaired Claims, including, but not
limited to, all rights with respect to legal and equitable defenses to
setoffs or recoupments against Unimpaired Claims.
H. Allowed Claims And Interests
Notwithstanding any provision herein to the contrary, the Disbursing
Agent shall make distributions only to holders of Allowed Claims and
Interests. No holder of a Disputed Claim or Interest shall receive any
distribution on account thereof until and to the extent that its Disputed
Claim or Interest becomes an Allowed Claim or Interest. The presence of a
Disputed Claim or Interest in any Class shall not be a cause to delay
distribution to Allowed Claims or Interests in that Class or in any junior
Classes. Any holder of a Disputed Claim or Interest that becomes an Allowed
Claim or Interest after the Distribution Date shall receive its
distribution, without postpetition interest (except as otherwise expressly
provided in this Plan), within ten (10) Business Days of the date that such
Disputed Claim or Interest becomes an Allowed Claim or Interest.
I. Accrual Of Postpetition Interest
In accordance with section 502(b)(2) of the Bankruptcy Code, the
amount of all Claims against all Debtors shall be calculated as of the
Petition Date. Except as otherwise provided elsewhere in this Plan or in an
order of the Bankruptcy Court, no holder of an Allowed Claim shall be
entitled to the accrual of postpetition interest or the payment by the
Debtors or Reorganized Debtors of postpetition interest on account of such
Claim for any purpose; provided, however, that holders of Unimpaired Claims
shall be entitled to postpetition interest to the extent required under any
applicable agreement or by applicable non-bankruptcy law.
J. Alternative Treatment
Notwithstanding any provision to the contrary contained in this Plan,
any holder of an Allowed Claim or Interest may receive, in lieu of the
distribution or treatment to which it is entitled under this Article III,
any other distribution or treatment to which it and the applicable Debtor
(with the prior consent of the Steering Committee) may agree in writing.
ARTICLE IV.
MEANS FOR IMPLEMENTATION OF THE PLAN
A. Continued Corporate Existence
Subject to the provisions of Article IV.C.1 of this Plan, each of the
Reorganized Debtors shall continue to exist after the Effective Date as a
separate corporate entity in accordance with the applicable law in the
applicable jurisdiction in which it is incorporated, under its respective
certificate of incorporation and by-laws or other organizational documents
in effect before the Effective Date, except as its certificate of
incorporation and by-laws or other organizational documents are amended by
this Plan.
B. Corporate Action
1. Amended Certificates Of Incorporation And By-laws
The certificate of incorporation and by-laws of NTL Inc. and NTL CC
shall be amended as necessary to satisfy the provisions of this Plan and
the Bankruptcy Code and shall include, among other things, pursuant to
section 1123(a)(6) of the Bankruptcy Code, (x) a provision prohibiting the
issuance of non-voting equity securities, and, if applicable, (y) a
provision as to the classes of securities issued pursuant to this Plan or
thereafter possessing voting power, for an appropriate distribution of such
power among such classes, including, in the case of any class of equity
securities having a preference over another class of equity securities with
respect to dividends, adequate provisions for the election of directors
representing such preferred class in the event of default in the payment of
such dividends. The Amended Certificate of Incorporation of NTL CC also
shall include, among other things, provisions authorizing (i) a change in
the name of the corporation from "NTL Communications Corp." to "NTL
Incorporated" and (ii) 600 million shares of New NTL Common Stock and 5
million shares of "blank check" preferred stock. The Amended Certificate of
Incorporation of NTL Inc. also shall include, among other things,
provisions authorizing (i) a change in the name of the corporation from
"NTL Incorporated" to "NTL Europe, Inc." and (ii) 60 million shares of
Euroco Common Stock and 1 million shares of "blank check" preferred stock,
including the shares of Euroco Preferred Stock.
2. Cancellation Of Existing Securities And Agreements
On the Effective Date, except as otherwise provided for herein, (i)
the Existing Securities and any other note, bond, Indenture, or other
instrument or document evidencing or creating any indebtedness or
obligation of a Debtor, except the Diamond Cable Notes or any other
instrument or document evidencing such indebtedness under the Diamond Cable
Notes, and such notes or other instruments evidencing indebtedness or
obligations of a Debtor as are Reinstated under this Plan, shall be
canceled, and (ii) the obligations of the Debtors under any agreements,
Indentures, or certificates of designations governing the Existing
Securities and any other note, bond, Indenture, or other instrument or
document evidencing or creating any indebtedness or obligation of a Debtor,
except the Diamond Cable Notes or any other instrument or document
evidencing such indebtedness under the Diamond Cable Notes, and such notes
or other instruments evidencing indebtedness or obligations of a Debtor
that are Reinstated under this Plan, as the case may be, shall be
discharged; provided, however, that each Indenture or other agreement that
governs the rights of a holder of a Claim and that is administered by an
Indenture Trustee shall continue in effect for the purposes of allowing the
Indenture Trustee to make any distributions on account of such Claims
pursuant to this Plan and to perform any other necessary administrative
functions with respect thereto. Notwithstanding any provision to the
contrary contained in this Plan, distributions on account of the Debt
Securities shall not be reduced by the amount of the reasonable fees and
documented out-of-pocket expenses incurred by the Indenture Trustees or any
undisputed claim for payment by the Indenture Trustees (which includes the
reasonable fees and documented out-of-pocket expenses of any professionals
retained by the Indenture Trustees). Upon approval by the Bankruptcy Court
of an application by an Indenture Trustee, the reasonable fees and
documented out-of-pocket expenses incurred by the Indenture Trustee or any
other claim for payment by the Indenture Trustee (which includes the
reasonable fees and documented out-of-pocket expenses of any professionals
retained by the Indenture Trustee) through the Effective Date shall be paid
in full in Cash as soon as practicable after the Effective Date. In
addition, upon the occurrence of the Effective Date, the asserted charging
liens of the Indenture Trustees shall be released and their sole claims
shall be for their reasonable fees and documented out-of-pocket expenses
pursuant to application to the Bankruptcy Court.
Any actions taken by an Indenture Trustee, an agent, or a servicer
that are not for the purposes authorized in this Article IV.B.2 shall not
be binding upon the Debtors or Reorganized Debtors. Notwithstanding the
foregoing, any Debtor may terminate any Indenture or other governing
agreement and the authority of any Indenture Trustee, agent, or servicer to
act thereunder at any time, with or without cause, by giving five (5) days'
written notice of termination to the Indenture Trustee, agent, or servicer.
If distributions under this Plan have not been completed at the time of
termination of the Indenture or other governing agreement, the applicable
Debtor shall designate a Disbursing Agent to act in place of the Indenture
Trustee, agent, or servicer, and the provisions of this Article IV.B.2
shall be deemed to apply to the new Disbursing Agent.
C. Restructuring Transactions
1. Reorganization Into New NTL And Euroco
a. New NTL
On the Effective Date, NTL CC shall (i) amend and restate its
certificate of incorporation and by-laws to provide for, among other
things, a change in the name of the corporation from "NTL Communications
Corp." to "NTL Incorporated" and (ii) consummate the Effectuating
Transactions. Upon, and as a result of, consummation of the Effectuating
Transactions, New NTL and its subsidiaries shall be separated from Euroco
and those of its subsidiaries that are not also subsidiaries of New NTL.
b. Euroco
On the Effective Date, NTL Inc. shall (i) amend and restate its
certificate of incorporation and by-laws to provide for, among other
things, a change in the name of the corporation from "NTL Incorporated" to
"NTL Europe, Inc." and (ii) consummate the Effectuating Transactions. Upon
consummation of the Effectuating Transactions, New NTL and its subsidiaries
shall be separated from Euroco and those of its subsidiaries that are not
also subsidiaries of New NTL.
2. New Securities
a. New NTL
i. Authorization
As of the Effective Date, the authorization by New NTL of (a) 600
million shares of New NTL Common Stock, (b) 5 million shares of "blank
check" preferred stock, (c) 50 million Series A Warrants, (d) 15 million
Equity Rights, (e) the Noteholder Election Option in an amount equal to the
quotient obtained by dividing (1) the Delaware/Inc. Cash Amount by (2) the
Noteholder Election Option Price, and (f) the New NTL Management Incentive
Options is hereby authorized without further act or action under applicable
law, regulation, order, or rule.
ii. Issuance
The New Securities authorized pursuant to Article IV.C.2.a.i hereof
shall be issued by New NTL pursuant to this Plan without further act or
action under applicable law, regulation, order, or rule; provided, however,
that notwithstanding any provision to the contrary contained in this Plan,
the New NTL Common Stock shall be issued prior to the exchange of NTL
Delaware's Subsidiary Common Stock Interests in NTL CC. The New NTL
Management Incentive Options shall be issued by New NTL in accordance with
the New NTL Management Incentive Plan to be adopted by the compensation
committee of the board of directors of New NTL on or after the Effective
Date.
iii. Reserve
New NTL shall reserve (a) 50 million shares of New NTL Common Stock
for issuance pursuant to the Series A Warrants, (b) 15 million shares of
New NTL Common Stock for issuance pursuant to the Equity Rights Offering,
(c) the number of shares of New NTL Common Stock required for issuance
pursuant to the Noteholder Election Option as determined in Article
IV.C.2.a.i above, and (d) up to 20 million shares of New NTL Common Stock
for issuance pursuant to the New NTL Management Incentive Plan without
further act or action under applicable law, regulation, order, or rule.
b. Euroco
i. Authorization
As of the Effective Date, the authorization by Euroco of (a) 60
million shares of Euroco Common Stock, (b) one million shares of Euroco
Preferred Stock, and (c) the Euroco Management Incentive Options is hereby
authorized without further act or action under applicable law, regulation,
order, or rule.
ii. Issuance
The New Securities authorized pursuant to Article IV.C.2.b.i hereof
shall be issued by Euroco pursuant to this Plan without further act or
action under applicable law, regulation, order, or rule; provided, however,
that notwithstanding any provision to the contrary contained in this Plan,
the Euroco Common Stock and Euroco Preferred Stock shall be issued prior to
the exchange of NTL Delaware's Subsidiary Common Stock Interests in NTL CC.
The Euroco Management Incentive Options shall be issued by Euroco in
accordance with the Euroco Management Incentive Plan to be adopted by the
compensation committee of the board of directors of Euroco on or after the
Effective Date.
iii.Reserve
Euroco shall reserve up to two million shares of Euroco Common Stock
for issuance pursuant to the Euroco Management Incentive Plan without
further act or action under applicable law, regulation, order, or rule.
3. Listing and Registration Rights
On the Effective Date, New NTL shall (i) be a reporting company under
the Exchange Act, (ii) cause the shares of New NTL Common Stock to be
listed on the NYSE or such other securities exchange as agreed with the
Steering Committee, or, if New NTL is unable to have the New NTL Common
Stock listed on the NYSE or another securities exchange, quoted in the
national market system or small cap system of the National Association of
Securities Dealers' Automated Quotation System, (iii) in accordance with
the New NTL Registration Rights Agreement, file a shelf registration
statement under the Securities Act for resale of shares of New NTL Common
Stock (the "New NTL Shelf Registration Statement"), (iv) keep the New NTL
Shelf Registration Statement effective for a three-year period and (v)
supplement or make amendments to the New NTL Shelf Registration Statement,
if required under the Securities Act or by the rules and regulations
promulgated thereunder, or in accordance with the terms of the New NTL
Registration Rights Agreement, and have such amendments declared effective
as soon as practicable after filing with the SEC. New NTL will enter into
the New NTL Registration Rights Agreement governing the registration of
shares of New NTL Common Stock in the form of Exhibit K to this Plan.
On the Effective Date, Euroco shall (i) be a reporting company under
the Exchange Act, (ii) cause the shares of Euroco Common Stock to be quoted
in the national market system or small cap system of the National
Association of Securities Dealers' Automated Quotation System or, if Euroco
is unable to have the Euroco Common Stock so quoted, listed or quoted on a
securities exchange or quotation system agreed between NTL Inc. and the
Steering Committee or any other arrangement agreed between NTL Inc. and the
Steering Committee, (iii) in accordance with the Euroco Registration Rights
Agreement, file a shelf registration statement under the Securities Act for
resale of shares of Euroco Common Stock and Euroco Preferred Stock (the
"Euroco Shelf Registration Statement"), (iv) keep the Euroco Shelf
Registration Statement effective for a three-year period, and (v)
supplement or make amendments to the Euroco Shelf Registration Statement,
if required under the Securities Act or by the rules and regulations
promulgated thereunder, or in accordance with the terms of the Euroco
Registration Rights Agreement, and have such amendments declared effective
as soon as practicable after filing with the SEC. Euroco will enter into
the Euroco Registration Rights Agreement governing the registration of
shares of Euroco Common Stock and Euroco Preferred Stock in the form of
Exhibit L to this Plan.
4. Offerings
a. Equity Rights Offering
In accordance with the terms contained in the Equity Rights Offering
Procedures, the Equity Rights Offering shall permit the holders of Old
Senior Preferred Stock Interests, Other Junior Preferred Stock Interests,
and Old Common Stock Interests as of the Equity Rights Offering Record Date
to receive rights to subscribe to purchase 15,000,000 shares of New NTL
Common Stock exercisable on an oversubscription basis at the Equity Rights
Offering Price. Each share of New NTL Common Stock purchased in the Equity
Rights Offering shall be accompanied by a Series A Warrant (maximum
issuance of warrants representing 15,000,000 shares of New NTL Common
Stock) with a strike price of $77.47 (which assumes 162.5% recovery for the
NTL CC Senior Notes, NTL CC Subordinated Notes, and the Diamond Cable
Notes). The Equity Rights, which shall be exercisable for a period of 20
Business Days following the entry of the Confirmation Order, as such period
may be extended, shall be offered pro rata, but shall be exercisable on an
oversubscription basis, such that holders of Equity Rights can subscribe
for shares of New NTL Common Stock (each accompanied by a Series A Warrant)
underlying unexercised Equity Rights, if any. Subject to any requirement of
applicable securities laws, the Equity Rights shall be transferable in
accordance with the provisions set forth in the Equity Rights Offering
Procedures.
New NTL may elect with the prior approval of the Steering Committee to
apply the proceeds, if any, from the Equity Rights Offering in satisfaction
of the DIP Facility Claims until such time as there are no further amounts
outstanding under the DIP Facility. New NTL expects to use any remaining
proceeds from the Equity Rights Offering to finance its construction,
capital expenditure, and working capital requirements, including any debt
service and repayment obligations, and to make permitted acquisitions of
businesses and assets. New NTL may at any time during the 12 months
following the Effective Date elect to use any proceeds remaining from the
Equity Rights Offering after the DIP Facility Claims have been satisfied to
repay all or part of the outstanding amounts due under the Working Capital
Facility.
b. Noteholder Election
In accordance with the terms contained in the Noteholder Election
Option Procedures, the Noteholder Election Option shall permit the holders
of NTL CC Subordinated Notes, NTL Delaware Subordinated Notes (other than
France Telecom), and NTL Inc. Subordinated Notes (other than France
Telecom) as of the Noteholder Election Option Record Date to purchase (i)
shares of New NTL Common Stock using up to 100% of the Delaware/Inc. Cash
Amount distributed to holders of NTL CC Subordinated Notes, NTL Delaware
Subordinated Notes (other than France Telecom), and NTL Inc. Subordinated
Notes (other than France Telecom) pursuant to Article III.C of this Plan at
the Noteholder Election Option Price, plus (ii) any shares of New NTL
Common Stock and Series A Warrants not subscribed for in the Equity Rights
Offering on an oversubscription basis at the Noteholder Election Option
Price. The Noteholder Election Option, which shall be exercisable for a
period of 20 Business Days following the entry of the Confirmation Order,
as such period may be extended, shall be offered pro rata, but shall be
exercisable on an oversubscription basis. Subject to any requirement of
applicable securities laws, the Noteholder Election Option shall be
transferable in accordance with the provisions set forth in the Noteholder
Election Option Procedures.
New NTL may elect with the prior approval of the Steering Committee to
apply the proceeds, if any, from the Noteholder Election Option in
satisfaction of the DIP Facility Claims until such time as there are no
further amounts outstanding under the DIP Facility. New NTL expects to use
any remaining proceeds from the Noteholder Election Option to finance its
construction, capital expenditure, and working capital requirements,
including any debt service and repayment obligations, and to make permitted
acquisitions of businesses and assets. New NTL may at any time during the
12 months following the Effective Date, elect to use any proceeds remaining
from the Noteholder Election Option after the DIP Facility Claims have been
satisfied to repay all or part of the outstanding amounts due under the
Working Capital Facility.
5. Exit Financing
The Debtors expect that Cable Funding or New NTL will enter into an
exit financing agreement, which may be the New NTL Exit Facility, to (a)
refinance amounts outstanding on the Effective Date under the DIP Facility,
(b) make other payments required to be made on the Effective Date or the
Distribution Date, and (c) provide additional borrowing capacity to New NTL
and its subsidiaries following the Effective Date. If such exit financing
agreement is to be the New NTL Exit Facility, then on the Effective Date,
the Reorganized Debtors shall be authorized to enter into, execute, and
deliver the New NTL Exit Facility (which shall be acceptable in all
respects to the Steering Committee).
6. Cancellation Of Certain Obligations
On or immediately prior to the Effective Date, NTL Inc. shall assume
the account payable of NTL TWTV Holdings Limited, a Non-Debtor Subsidiary
of NTL Inc., to NTL (CWC) Limited, an indirect Non-Debtor Subsidiary of NTL
CC. Substantially contemporaneously therewith, NTL (CWC) Limited shall
transfer to NTL CC, through various intermediate transactions in
satisfaction of intercompany obligations, its account receivable from NTL
TWTV Holdings Limited (as assumed, or to be assumed, by NTL Inc.). On the
Effective Date, the resultant Intercompany Claim of NTL CC against NTL Inc.
shall be canceled pursuant to Article III.C.7 of this Plan.
7. Restructuring Expense Adjustment
As of the Effective Date, if NTL Inc. and NTL Delaware have incurred
Restructuring Expenses in excess of the Delaware/Inc. Restructuring
Expenses, then New NTL shall transfer the amount of such excess to Euroco.
If the Delaware/Inc. Restructuring Expenses exceed the Restructuring
Expenses actually incurred by NTL Inc. and NTL Delaware, then Euroco shall
transfer the amount of such excess to New NTL.
D. New NTL Rights Agreement
Prior to the Effective Date, New NTL and Continental Stock Transfer
and Trust Company will enter into the New NTL Rights Agreement. In
accordance therewith, upon issuance on the Effective Date, each share of
New NTL Common Stock (whether originally issued or from New NTL's treasury)
shall be accompanied by a New NTL Stockholder Right entitling the
registered holder to purchase from New NTL one one-hundredth (1/100) of a
share of New NTL Stockholder Rights Preferred Stock at the New NTL
Stockholder Rights Purchase Price, subject to adjustment pursuant to the
terms of the New NTL Rights Agreement. Subject to certain exceptions
specified in the New NTL Rights Agreement, the New NTL Stockholder Rights
will separate from the New NTL Common Stock, be represented by separate
certificates, and a New NTL Stockholder Rights distribution date will occur
upon the earlier of:
(a) 10 business days following a public announcement that a Person
or group of affiliated or associated Persons other than a New NTL
Grandfathered Distributee (a "New NTL Acquiring Person") has acquired
beneficial ownership of 15% or more of the outstanding shares of New
NTL Common Stock (or beneficial ownership of securities which, upon
confirmation of the Plan, will become shares of New NTL Common Stock)
(the "New NTL Stock Acquisition Date"), other than as a result of
repurchases of stock by New NTL or certain inadvertent actions by
institutional or certain other stockholders; or
(b) 10 business days (or such later date as the New NTL board of
directors shall determine prior to any Person becoming a New NTL
Acquiring Person) following the commencement of a tender offer or
exchange offer that would result in a Person or group becoming a New
NTL Acquiring Person.
The New NTL Stock Acquisition Date could occur as early as the
Effective Date. The earlier of the events described in clauses (a) and (b)
above to occur shall be the "New NTL Stockholder Rights Distribution Date."
In no event, however, shall the separation of the New NTL Stockholder Right
from the New NTL Common Stock occur prior to the Effective Date.
E. Euroco Rights Agreement
Prior to the Effective Date, Euroco and Continental Stock Transfer and
Trust Company will enter into the Euroco Rights Agreement. In accordance
therewith, upon issuance on the Effective Date, each share of Euroco Common
Stock (whether originally issued or from Euroco's treasury) shall be
accompanied by a Euroco Stockholder Right entitling the registered holder
to purchase from Euroco one one-hundredth (1/100) of a share of Euroco
Stockholder Rights Preferred Stock at the Euroco Stockholder Rights
Purchase Price, subject to adjustment pursuant to the terms of the Euroco
Rights Agreement. Subject to certain exceptions specified in the Euroco
Rights Agreement, the Euroco Stockholder Rights will separate from the
Euroco Common Stock, be represented by separate certificates, and a Euroco
Stockholder Rights distribution date will occur upon the earlier of:
(a) 10 business days following a public announcement that a Person
or group of affiliated or associated Persons other than a Euroco
Grandfathered Distributee (a "Euroco Acquiring Person") has acquired
beneficial ownership of 15% or more of the outstanding shares of
Euroco Common Stock (or beneficial ownership of securities which, upon
confirmation of the Plan, will become shares of Euroco Common Stock)
(the "Euroco Stock Acquisition Date"), other than as a result of
repurchases of stock by Euroco or certain inadvertent actions by
institutional or certain other stockholders; or
(b) 10 business days (or such later date as the Euroco board of
directors shall determine prior to any Person becoming a Euroco
Acquiring Person) following the commencement of a tender offer or
exchange offer that would result in a Person or group becoming a
Euroco Acquiring Person.
The Euroco Stock Acquisition Date could occur as early as the
Effective Date. The earlier of the events described in clauses (a) and (b)
above to occur shall be the "Euroco Stockholder Rights Distribution Date."
In no event, however, shall the separation of the Euroco Stockholder Right
from the Euroco Common Stock occur prior to the Effective Date.
F. Directors And Officers
1. Current Board Of Directors Of NTL Inc.
On the Effective Date, the term of the current board of directors of
NTL Inc. shall expire and the operations of New NTL shall become the
general responsibility of the board of directors of New NTL.
2. New NTL
The initial board of directors of New NTL after the Effective Date
shall be comprised of nine members selected by the Steering Committee, one
of whom shall be designated as Chairman and one of whom shall be designated
as Chief Executive Officer of New NTL. The Debtors will identify the
individuals proposed to serve as directors and senior management of New NTL
in the Plan Supplement. The board of directors of New NTL shall have the
responsibility for the management, control, and operation of New NTL on and
after the Effective Date. The existing officers and directors of the Debtor
Subsidiaries of NTL CC shall initially be permitted to serve in their
respective capacities as officers and directors of the Reorganized Debtor
Subsidiaries of New NTL, unless otherwise provided in the Plan Supplement.
3. Euroco
The initial board of directors of Euroco after the Effective Date
shall be comprised of nine members selected by the Steering Committee, one
of whom shall be designated as Chairman and one of whom shall be designated
as Chief Executive Officer of Euroco. The Debtors shall identify the
individuals proposed to serve as directors and senior management of Euroco
in the Plan Supplement. The board of directors of Euroco shall have the
responsibility for the management, control, and operation of Euroco on and
after the Effective Date. The existing officers and directors of the Debtor
Subsidiaries of NTL Inc. (excluding NTL CC and its subsidiaries) shall
initially be permitted to serve in their respective capacities as officers
and directors of the Reorganized Debtor Subsidiaries of Euroco, unless
otherwise provided in the Plan Supplement.
G. Revesting Of Assets
Except as provided in Article III above, the property of each Debtor's
Estate, together with any property of each Debtor that is not property of
its Estate and that is not specifically disposed of pursuant to this Plan,
shall revest in the applicable Reorganized Debtor on the Effective Date.
Thereafter, the Reorganized Debtors may operate their businesses and may
use, acquire, and dispose of property free of any restrictions of the
Bankruptcy Code, the Bankruptcy Rules, and the Bankruptcy Court. As of the
Effective Date, all property of the Reorganized Debtors shall be free and
clear of all Claims, encumbrances, Interests, charges, and Liens except as
specifically provided in this Plan or Confirmation Order or as contemplated
by the New NTL Exit Facility. Without limiting the generality of the
foregoing, the Reorganized Debtors may, without application to or approval
by the Bankruptcy Court, pay Professional Fees and expenses incurred after
the Confirmation Date.
H. Preservation Of Rights Of Action; Settlement Of Causes Of Action
Except as otherwise provided in this Plan or the Confirmation Order,
or in any contract, instrument, release, indenture, or other agreement
entered into in connection with this Plan, in accordance with section
1123(b) of the Bankruptcy Code, the Reorganized Debtors shall retain and
have the exclusive right, in their sole discretion, to enforce, sue on,
settle, or compromise (or decline to do any of the foregoing) all claims,
rights, Causes of Action, suits, and proceedings, whether in law or in
equity, whether known or unknown, that the Debtors or their Estates may
hold against any Person or entity. The Reorganized Debtors or their
successor(s) may pursue such retained claims, rights, Causes of Action,
suits, or proceedings as appropriate, in accordance with the best interests
of the Reorganized Debtors or their successor(s) who hold such rights.
I. Employment Agreements
On the Effective Date, New NTL and Euroco shall enter into employment
agreements with their respective key executives, substantially in the form
of the agreement annexed hereto as Exhibit M.
J. Management Incentive Plans
On or after the Effective Date, the compensation committees of the
boards of directors of New NTL and Euroco, respectively, are authorized to
and shall adopt the New NTL Management Incentive Plan and Euroco Management
Incentive Plan. Under the New NTL Management Incentive Plan, options to
purchase up to 10% of the issued and outstanding shares of New NTL Common
Stock as of the Effective Date may be granted from time to time to certain
employees of New NTL and, on the Effective Date, New NTL shall reserve up
to 20 million shares of New NTL Common Stock for issuance under the New NTL
Management Incentive Plan. Under the Euroco Management Incentive Plan,
options to purchase up to 10% of the issued and outstanding shares of
Euroco Common Stock as of the Effective Date may be granted from time to
time to certain employees of Euroco and, on the Effective Date, Euroco
shall reserve up to 2 million shares of Euroco Common Stock for issuance
under the Euroco Management Incentive Plan.
K. Effectuating Documents; Further Transactions
The chairman of the board of directors, president, chief executive
officer, chief financial officer, or any other appropriate officer of each
Debtor, shall be authorized to execute, deliver, file, or record such
contracts, instruments, releases, indentures, and other agreements or
documents, and take such actions, as may be necessary or appropriate to
effectuate and further evidence the terms and conditions of this Plan. The
secretary or assistant secretary of the appropriate Debtor shall be
authorized to certify or attest to any of the foregoing actions.
L. Exemption From Certain Transfer Taxes
Pursuant to section 1146(c) of the Bankruptcy Code, the issuance,
transfer, or exchange of a security, or the making or delivery of an
instrument of transfer from a Debtor to a Reorganized Debtor or any other
Person or entity pursuant to this Plan, including, without limitation, the
granting or recording of any Lien or mortgage on any property under the New
NTL Exit Facility, shall not be subject to any document recording tax,
stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp
act, real estate transfer tax, mortgage recording tax, or other similar tax
or governmental assessment, and the Confirmation Order shall direct the
appropriate state or local governmental officials or agents to forego the
collection of any such tax or governmental assessment and to accept for
filing and recordation any of the foregoing instruments or other documents
without the payment of any such tax or governmental assessment.
M. Transactions On Business Days
If the date on which a transaction may occur under this Plan shall
occur on a day that is not a Business Day, then such transaction shall
instead occur on the next succeeding Business Day.
N. Implementation
Pursuant to the Confirmation Order and upon Confirmation of this Plan,
the Debtors and the Reorganized Debtors shall be authorized to take all
necessary steps, and perform all necessary acts, to consummate the terms
and conditions of this Plan. On or before the Effective Date, the Debtors
may file with the Bankruptcy Court such agreements and other documents as
may be necessary or appropriate to effectuate or further evidence the terms
and conditions of this Plan and the other agreements referred to herein.
The Debtors or the Reorganized Debtors, as the case may be, shall execute
such documents and take such other actions as necessary to effectuate the
transactions provided for in this Plan, including, without limitation, the
New NTL Exit Facility Agreement and the Employment Agreements without the
need for any additional approvals, authorizations, or consents.
O. France Telecom Payment
On the Effective Date, in connection with confirmation and
consummation of the Plan, France Telecom shall make the France Telecom
Payment.
ARTICLE V.
ACCEPTANCE OR REJECTION OF THE PLAN
A. Classes Entitled To Vote
Each Impaired Class of Claims or Interests that will (or may) receive
or retain property or any interest in property under this Plan is entitled
to vote to accept or reject this Plan. By operation of law, each unimpaired
Class of Claims or Interests is deemed to have accepted this Plan and,
therefore, is not entitled to vote. Because holders of Interests in Classes
that are not entitled to receive or retain any property under this Plan are
presumed to have rejected this Plan, they are not entitled to vote.
B. Acceptance By Impaired Classes
An Impaired Class of Claims shall have accepted this Plan if (i) the
holders of at least two-thirds in amount of the Allowed Claims actually
voting in the Class have voted to accept this Plan and (ii) the holders of
more than one-half in number of the Allowed Claims actually voting in the
Class have voted to accept this Plan, in each case not counting the vote of
any holder designated under section 1126(e) of the Bankruptcy Code. An
Impaired Class of Interests shall have accepted this Plan if the holders
(other than any holder designated under section 1126(e) of the Bankruptcy
Code) of at least two-thirds in amount of the Allowed Interests actually
voting in such Class have voted to accept this Plan.
C. Elimination Of Classes
Any Class that does not contain, as of the date of the commencement of
the Confirmation Hearing, any Allowed Claims or Interests or any Claims or
Interests temporarily allowed for voting purposes under Fed. R. Bankr. P.
3018 shall be deemed to have been deleted from this Plan for purposes of
(i) voting to accept or reject this Plan and (ii) determining whether it
has accepted or rejected this Plan under section 1129(a)(8) of the
Bankruptcy Code.
D. Cramdown
As described in Article III.D above, the holders of the Debt
Securities have agreed to provide a portion of their distribution to the
Junior Stakeholders, subject to their acceptance of this Plan. The Debt
Securities holders have not, however, agreed to provide value to holders of
Claims and Interests in Classes 15 and 16; consequently, holders of Claims
and Interests in Classes 15 and 16 shall not receive or retain property
under the Plan on account of such Claims and Interests and, under section
1126(g) of the Bankruptcy Code, are presumed to have rejected the Plan.
If, and to the extent, necessary to confirm the Plan notwithstanding
the deemed rejection of the Plan by Classes 15 and 16, the Debtors shall
request confirmation of the Plan, as it relates to Classes 15 and 16 and as
it may be modified from time to time, under section 1129(b) of the
Bankruptcy Code. The Debtors reserve the right to modify this Plan to the
extent, if any, that confirmation pursuant to section 1129(b) of the
Bankruptcy Code requires modification.
ARTICLE VI.
SECURITIES TO BE ISSUED
IN CONNECTION WITH THE PLAN
On the Effective Date, New NTL and Euroco shall issue for distribution
in accordance with the provisions of this Plan the New Securities required
for distribution pursuant to the provisions of Articles III and IV hereof.
All New Securities to be issued shall be issued on the Effective Date,
regardless of the date on which they are actually distributed. Descriptions
of the terms of each of the New Securities are included in Exhibits D, F,
G, H, I, and J, each of which is annexed to and incorporated herein by
reference.
ARTICLE VII.
PROVISIONS GOVERNING DISTRIBUTIONS
A. Distributions For Claims And Interests Allowed As Of The Effective Date
Except as otherwise provided herein or as ordered by the Bankruptcy
Court, distributions to be made on account of Claims or Interests that are
Allowed Claims or Interests as of the Effective Date shall be made on the
Distribution Date, or as soon thereafter as reasonably practicable. Any
Cash distributions shall be made by the Disbursing Agent from available
Cash of the Reorganized Debtors. Any distribution under this Plan of
property other than Cash shall be made by the Disbursing Agent or the
appropriate Indenture Trustee, agent, or servicer, in accordance with the
terms of this Plan.
B. Special Distribution Procedures For Certain Persons
1. New NTL Chapter 11 Acquiring Persons
If any holder of Allowed Claims or Interests entitled to receive a
distribution under the Plan becomes a New NTL Chapter 11 Acquiring Person
during the period from the first Business Day after the Petition Date
through the Effective Date, then (a) such holder shall only be entitled to
receive aggregate distributions on account of its Allowed Claims or
Interests in an amount not to exceed 15% of the outstanding shares of New
NTL Common Stock (including, without limitation, any shares of New NTL
Common Stock purchased or that may be acquired after giving effect to the
Equity Rights Offering and the Noteholder Election Option and assuming
exercise of the Series A Warrants) so that, as of the Effective Date, such
holder would not be a New NTL Acquiring Person under the New NTL Rights
Agreement (without regard to whether such Person is a Grandfathered
Distributee); and (b) any shares of New NTL Common Stock that such holder
otherwise would have been entitled to receive but for the provisions of
this Article VII.B.1 shall be withheld and retained by New NTL in
accordance with the provisions of Paragraph 2 below, unless such holder
represents and warrants in writing to New NTL that, as of the Effective
Date, such holder either (i) has disposed of a sufficient amount of Allowed
Claims or Interests such that as of the Effective Date, such holder would
not be a New NTL Chapter 11 Acquiring Person, or (ii) is a New NTL
Grandfathered Distributee, and in either case, such holder shall be
entitled to receive those distributions to which it otherwise would have
been entitled to receive under this Plan had it not been for the provisions
of this Article VII.B.1.
2. Distribution Procedures For Withheld Shares Of New NTL Common Stock
Distributions of New NTL Common Stock withheld pursuant to Article
VII.B.1 hereof shall be held in reserve by New NTL for the account of the
holder who otherwise would have been entitled, in the absence of the
limitations imposed by Article VII.B.1, to such distributions until such
time as New NTL is directed in writing by such holder to distribute the
shares of New NTL Common Stock, together with any Cash and non-Cash
dividends earned thereon, to another Person, such that after giving effect
to the disposition of New NTL Common Stock, such other Person would not be
a New NTL Acquiring Person under the New NTL Rights Agreement. As soon as
practicable following receipt of such direction, New NTL shall distribute
the withheld shares of New NTL Common Stock, together with any Cash and
non-Cash dividends earned thereon, to such Person as directed by such
Person in writing.
3. Euroco Chapter 11 Acquiring Persons
If any holder of Allowed Claims or Interests entitled to receive a
distribution under the Plan becomes a Euroco Chapter 11 Acquiring Person
during the period from the first Business Day after the Petition Date
through the Effective Date, then (a) such holder shall be entitled only to
receive aggregate distributions on account of its Allowed Claims or
Interests in an amount not to exceed 15% of the outstanding shares of
Euroco Common Stock so that, as of the Effective Date, such holder would
not be a Euroco Acquiring Person under the Euroco Rights Agreement (without
regard to whether such Person is a Euroco Grandfathered Distributee), and
(b) any shares of Euroco Common Stock that such holder otherwise would have
been entitled to receive but for the provisions of this Article VII.B.3
shall be withheld and retained by Euroco in accordance with the provisions
of Paragraph 4 below, unless such holder represents and warrants in writing
to Euroco that, as of the Effective Date, such holder either (i) has
disposed of a sufficient amount of Allowed Claims or Interests such that as
of the Effective Date, such holder would not be a Euroco Chapter 11
Acquiring Person, or (ii) is a Euroco Grandfathered Distributee, and in
either case, such holder shall be entitled to receive those distributions
to which it otherwise would have been entitled to receive under this Plan
had it not been for the provisions of this Article VII.B.3.
4. Distribution Procedures For Withheld Shares Of Euroco Common Stock
Distributions of Euroco Common Stock withheld pursuant to Article
VII.B.3 above shall be held in reserve by Euroco for the account of the
holder who otherwise would have been entitled, in the absence of the
limitations imposed by Article VII.B.3, to such distributions until such
time as Euroco is directed in writing by such holder to distribute the
shares of Euroco Common Stock, together with any Cash and non-Cash
dividends earned thereon, to another Person, such that after giving effect
to the disposition of Euroco Common Stock, such other Person would not be a
Euroco Acquiring Person under the Euroco Rights Agreement. As soon as
practicable following receipt of such direction, Euroco shall distribute
the withheld shares of Euroco Common Stock, together with any Cash and
non-Cash dividends earned thereon, to such Person as directed in writing.
C. Allocation Of Consideration
The aggregate consideration to be distributed to the holders of
Allowed Claims in each Class of Claims under this Plan shall be treated
first, as satisfying the stated principal amount of each holder's Allowed
Claim and second, to the extent of any remaining consideration, as
satisfying accrued but unpaid interest, if any.
D. Disbursing Agent
The Disbursing Agent shall make all distributions required under this
Plan (subject to the provisions of Articles III, VII, and IX hereof), as
agent for New NTL and Euroco, except with respect to a holder of a Claim or
Interest whose distribution is governed by an Indenture or other agreement
and is administered by an Indenture Trustee, agent, or servicer, which
distributions shall be deposited with the appropriate Indenture Trustee,
agent, or servicer, who shall deliver such distributions to the holders of
Claims or Interests in accordance with the provisions of this Plan and the
terms of the relevant Indenture or other governing agreement.
If the Disbursing Agent is an independent third party designated by
the Reorganized Debtors to serve in such capacity, or an Indenture Trustee,
agent, or servicer that administers an Indenture or other agreement that
governs distributions, such Disbursing Agent, Indenture Trustee, agent, or
servicer shall receive, without further Bankruptcy Court approval,
reasonable compensation for distribution services rendered pursuant to this
Plan and reimbursement of reasonable out-of-pocket expenses incurred in
connection with such services from the Reorganized Debtors on terms
acceptable to the Reorganized Debtors. No Disbursing Agent shall be
required to give any bond or surety or other security for the performance
of its duties unless otherwise ordered by the Bankruptcy Court. If
otherwise so ordered, all costs and expenses of procuring any such bond
shall be paid by the Reorganized Debtors.
E. Distributions By Indenture Trustees
Any distributions on account of Allowed Claims arising under Debt
Securities or otherwise administered by an Indenture Trustee shall be made
to the appropriate Indenture Trustee, which, in each case, shall serve as
the Reorganized Debtors' designee for purposes of making distributions to
holders of such Allowed Claims under this Plan. The Reorganized Debtors
shall be responsible for payment to each Indenture Trustee of such
Indenture Trustee's reasonable fees and documented out-of-pocket expenses
incurred in connection with the making of distributions under this Plan to
holders of Allowed Claims governed by its Indenture.
F. Surrender Of Securities Or Instruments
As a condition to receiving any distribution under this Plan, on or
before the Distribution Date, or as soon as practicable thereafter, each
holder of an instrument (a "Certificate") evidencing a Claim or Interest on
account of Existing Securities that are not being Reinstated under this
Plan shall surrender such Certificate to the Disbursing Agent, as agent for
New NTL and Euroco, or, with respect to indebtedness that is governed by an
Indenture or other agreement, the respective Indenture Trustee, agent, or
servicer, as the case may be, and such Certificate shall be canceled;
provided, however, that in accordance with the provisions of Article
III.C.2 hereof, all Certificates evidencing Claims on account of Diamond
Cable Notes shall be assigned, conveyed, and transferred by the holder
thereof to New NTL. No distribution of property hereunder shall be made to
or on behalf of any such holder unless and until such Certificate is
received by the Disbursing Agent, the respective Indenture Trustee, agent,
or servicer, or New NTL, as the case may be, or the unavailability of such
Certificate is reasonably established to the satisfaction of the Disbursing
Agent, the respective Indenture Trustee, agent, or servicer, or New NTL, as
the case may be. Any such holder who fails to surrender or assign or cause
to be surrendered or assigned such Certificate or fails to execute and
deliver an affidavit of loss and indemnity reasonably satisfactory to the
Disbursing Agent, the respective Indenture Trustee, agent, or servicer, or
New NTL, as the case may be, prior to the later of (i) the second
anniversary of the Effective Date or (ii) six (6) months after the date
such holder's Claim becomes an Allowed Claim, shall be deemed to have
forfeited all rights, Claims, and Interests in respect of such Certificate
and shall not participate in any distribution hereunder, and all property
in respect of such forfeited distribution, including interest accrued
thereon, shall revert to New NTL or Euroco, as the case may be,
notwithstanding any federal or state escheat laws to the contrary.
G. Instructions To Disbursing Agent
Prior to any distribution to a holder of a Claim or Interest on
account of Existing Securities that are not being Reinstated under this
Plan, the appropriate Indenture Trustee, agent, or servicer, as the case
may be, shall (i) inform the Disbursing Agent as to the amount of properly
surrendered Existing Securities as to which such party serves as Indenture
Trustee, agent, or servicer, and (ii) inform the Disbursing Agent in a
properly completed letter of transmittal accompanying properly remitted
securities of the names of the holders of Allowed Claims or Interests, and
the number of (x) shares of New NTL Common Stock, Euroco Preferred Stock,
and/or Euroco Common Stock, and/or (y) Series A Warrants and/or Rights, as
the case may be, to be issued and distributed to or on behalf of such
holders of Allowed Claims or Interests in exchange for properly surrendered
Existing Securities.
H. Services Of Indenture Trustees, Agents, And Servicers
The services of Indenture Trustees, agents, and servicers under
Indentures and other agreements that govern the rights of holders of Claims
and Interests, with respect to consummation of this Plan, shall be as set
forth in Article IV.B.2 and elsewhere in this Plan.
I. Record Date For Distributions To Holders Of Existing Securities
The record date for distributions to holders of Allowed Claims or
Interests on account of Existing Securities that are not being Reinstated
under this Plan shall be the Distribution Record Date. At the close of
business on the Distribution Record Date, the transfer ledgers for such
securities shall be closed, and there shall be no further changes in the
record holders of such securities. The Reorganized Debtors and the
Disbursing Agent, if any, shall have no obligation to recognize any
transfer of any such securities occurring after the Distribution Record
Date and shall be entitled instead to recognize and deal for all purposes
hereunder with only those record holders listed on the transfer ledgers as
of the close of business on the Distribution Record Date.
J. Means Of Cash Payment
Cash payments under this Plan shall be in U.S. funds, and shall be
made, at the option, and in the sole discretion, of the Reorganized
Debtors, by (i) checks drawn on or (ii) wire transfers from a domestic bank
selected by the Reorganized Debtors. Cash payments to foreign creditors may
be made, at the option, and in the sole discretion, of the Reorganized
Debtors, in such funds and by such means as are necessary or customary in a
particular foreign jurisdiction. Cash payments made pursuant to this Plan
in the form of checks issued by the Reorganized Debtors shall be null and
void if not cashed within 120 days of the date of the issuance thereof.
Requests for reissuance of any check shall be made directly to the
Reorganized Debtors.
K. Fractional Dollars; De Minimis Distributions
Any other provision of this Plan notwithstanding, payments of
fractions of dollars shall not be made. Whenever any payment of a fraction
of a dollar under this Plan would otherwise be called for, the actual
payment made shall reflect a rounding of such fraction to the nearest whole
dollar (up or down), with half dollars being rounded down. The Disbursing
Agent, or any Indenture Trustee, agent, or servicer, as the case may be,
shall not make any payment of less than twenty-five dollars ($25.00) with
respect to any Claim unless a request therefor is made in writing to such
Disbursing Agent, Indenture Trustee, agent, or servicer, as the case may
be.
L. Calculation Of Distribution Amounts Of Certain New Securities
No fractional shares of New NTL Common Stock, Euroco Common Stock, or
Euroco Preferred Stock, and no fractional Series A Warrants or Rights
(collectively, the "Distributable Securities"), shall be issued or
distributed under this Plan or by New NTL, Euroco, or any Disbursing Agent,
Indenture Trustee, agent, or servicer. Each Person entitled to receive
Distributable Securities shall receive the total number of whole shares of
stock, Series A Warrants, or Rights, as the case may be, to which such
Person is entitled. Whenever any distribution to a particular Person would
otherwise call for distribution of a fraction of a share of stock, Series A
Warrant, or Right, as the case may be, the Disbursing Agent shall allocate
separately one whole share, warrant or right to such Person in order of the
fractional portion of their entitlements, starting with the largest such
fractional portion, until all remaining whole shares, warrants, or rights
have been allocated. Upon the allocation of a whole share, warrant, or
right to a Person in respect of the fractional portion of its entitlement,
such fractional portion shall be canceled. If two or more Persons are
entitled to equal fractional entitlements and the number of Persons so
entitled exceeds the number of whole shares, warrants, or rights that
remain to be allocated, the Disbursing Agent shall allocate the remaining
whole shares, warrants, or rights to such holders by random lot or such
other impartial method as the Disbursing Agent deems fair. Upon the
allocation of all of the whole shares, warrants, and rights authorized
under this Plan, all remaining fractional portions of the entitlements
shall be canceled and shall be of no further force and effect.
M. Delivery Of Distributions; Undeliverable Or Unclaimed Distributions
Distributions to holders of Allowed Claims or Interests shall be made
by the Disbursing Agent or the Indenture Trustee, agent, or servicer, as
the case may be, (i) at the holder's last known address, (ii) at the
address in any written notice of address change delivered to the Disbursing
Agent, (iii) in the case of the holder of an Existing Security, at the
address in the appropriate Indenture Trustee's, agent's, or servicer's
official records, or (d) set forth in a properly completed letter of
transmittal accompanying a Certificate properly remitted in accordance with
the terms hereof. If any holder's distribution is returned as
undeliverable, no further distributions to such holder shall be made,
unless and until the Disbursing Agent or appropriate Indenture Trustee,
agent, or servicer is notified of such holder's then current address, at
which time all missed distributions shall be made to such holder without
interest. Amounts in respect of undeliverable distributions made through
the Disbursing Agent or an Indenture Trustee, agent, or servicer shall be
returned to the appropriate Reorganized Debtor or the Indenture Trustee,
agent, or servicer, as the case may be, until such distributions are
claimed. All claims for undeliverable distributions must be made on or
before the later to occur of (i) the second anniversary of the Effective
Date or (ii) six (6) months after such holder's Claim becomes an Allowed
Claim, after which date all unclaimed property shall revert to the
appropriate Reorganized Debtor free of any restrictions thereon and the
claim of any holder or successor to such holder with respect to such
property shall be discharged and forever barred, notwithstanding any
federal or state escheat laws to the contrary. Any holder of an Allowed
Claim who is entitled to receive a Cash distribution under this Plan, but
fails to cash a check within 120 days of its issuance, shall be entitled to
receive a reissued check from the Reorganized Debtors for the amount of the
original check, without interest, upon written request (prior to the second
anniversary of the Effective Date) to the Reorganized Debtors or their
designee, which request shall include such documentation as the Reorganized
Debtors or their designee request to verify, in their reasonable
discretion, that such holder is entitled to such check. If a holder fails
to cash a check within 120 days of its issuance and fails to request
reissuance of such check prior to the later to occur of (i) the second
anniversary of the Effective Date and (ii) six (6) months following the
date such holder's Claim becomes an Allowed Claim, such holder shall not be
entitled to receive any distribution under this Plan.
N. Withholding And Reporting Requirements
In connection with this Plan and all distributions hereunder, the
Disbursing Agent shall, to the extent applicable, comply with all tax
withholding and reporting requirements imposed by any federal, state,
local, or foreign taxing authority, and all distributions hereunder shall
be subject to any such withholding and reporting requirements. The
Disbursing Agent shall be authorized to take all actions necessary or
appropriate to comply with such withholding and reporting requirements.
O. Setoffs
Except with respect to Causes of Action released pursuant to this Plan
or the Confirmation Order, a Reorganized Debtor may, but shall not be
required to, set off against any Claim (other than any Diamond Cable Notes
Claims, NTL CC Senior Notes Claims, NTL CC Subordinated Notes Claims, NTL
Delaware Subordinated Notes Claims, or NTL Inc. Subordinated Notes Claims)
the payments or other distributions to be made pursuant to this Plan in
respect of such Claim, claims or Causes of Action of any nature whatsoever
that the Debtor or Reorganized Debtor may have against the Claim's holder;
provided, however, that neither the failure to do so nor the allowance of
any Claim hereunder shall constitute a waiver or release by any Debtor or
Reorganized Debtor of a Cause of Action that such Debtor or Reorganized
Debtor may have against such holder. Nothing herein shall be deemed to
expand rights to setoff under applicable law.
ARTICLE VIII.
TREATMENT OF EXECUTORY CONTRACTS
AND UNEXPIRED LEASES
A. Assumed Contracts And Leases
Except as otherwise provided in this Plan, or in any contract,
instrument, release, indenture, or other agreement or document entered into
in connection with this Plan, as of the Effective Date each Debtor shall be
deemed to have assumed each executory contract and unexpired lease to which
it is a party, unless such contract or lease (i) was previously assumed or
rejected by the Debtors, (ii) previously expired or terminated pursuant to
its own terms, or (iii) is the subject of a motion to reject filed on or
before the Confirmation Date. The Confirmation Order shall constitute an
order of the Bankruptcy Court under section 365 of the Bankruptcy Code
approving the contract and lease assumptions described above, as of the
Effective Date.
Each executory contract and unexpired lease that is assumed and
relates to the use, ability to acquire, or occupancy of real property shall
include (a) all modifications, amendments, supplements, restatements, or
other agreements made directly or indirectly by any agreement, instrument,
or other document that in any manner affect such executory contract or
unexpired lease and (b) all executory contracts or unexpired leases
appurtenant to the premises, including all easements, licenses, permits,
rights, privileges, immunities, options, rights of first refusal, powers,
uses, usufructs, reciprocal easement agreements, vaults, tunnel or bridge
agreements or franchises, and any other interests in real estate or rights
in rem related to such premises, unless any of the foregoing agreements has
been rejected pursuant to an order of the Bankruptcy Court.
B. Payments Related To Assumption Of Contracts And Leases
Any monetary amounts by which any executory contract and unexpired
lease to be assumed under this Plan is in default shall be satisfied, under
section 365(b)(1) of the Bankruptcy Code, at the option of the Debtor party
to the contract or lease or its assignee, by Cure. If there is a dispute
regarding (i) the nature or amount of any Cure, (ii) the ability of a
Reorganized Debtor or any assignee to provide "adequate assurance of future
performance" (within the meaning of section 365 of the Bankruptcy Code)
under the contract or lease to be assumed, or (iii) any other matter
pertaining to assumption, Cure shall occur following the entry of a Final
Order of the Bankruptcy Court resolving the dispute and approving the
assumption or assumption and assignment, as the case may be.
C. Rejected Contracts And Leases
Except as otherwise provided in this Plan or in any contract,
instrument, release, indenture, or other agreement or document entered into
in connection with this Plan, none of the executory contracts and unexpired
leases to which a Debtor is a party shall be rejected under this Plan;
provided, however, that the Debtors reserve the right, at any time prior to
the Confirmation Date, to seek to reject any executory contract or
unexpired lease to which any Debtor is a party.
D. Claims Based On Rejection Of Executory Contracts Or Unexpired Leases
If the rejection by a Debtor, pursuant to this Plan or otherwise, of
an executory contract or unexpired lease results in a Claim for damages,
then such Claim shall be forever barred and shall not be enforceable
against any Debtor or Reorganized Debtor, or the properties of any of them,
unless a proof of Claim is filed with the clerk of the Bankruptcy Court and
served on counsel for the Debtors within thirty (30) days after service of
the earlier of (i) notice of entry of the Confirmation Order or (ii) other
notice that the executory contract or unexpired lease has been rejected.
E. Compensation And Benefit Plans
1. Except and to the extent previously assumed by an order of the
Bankruptcy Court on or before the Confirmation Date, subject to the
occurrence of the Effective Date, all employee compensation and benefit
plans of the Debtors, including programs subject to sections 1114 and
1129(a)(13) of the Bankruptcy Code, entered into before or after the
Petition Date and not since terminated, shall be deemed to be, and shall be
treated as if they were, executory contracts that are assumed under Article
VIII.A hereof, and the Debtors' obligations under such programs to Persons
shall survive confirmation of this Plan, except for (i) executory contracts
or employee benefit plans specifically rejected pursuant to this Plan (to
the extent such rejection does not violate sections 1114 and 1129(a)(13) of
the Bankruptcy Code), (ii) all employee equity or equity-based incentive
plans, and (iii) such executory contracts or employee benefit plans as have
previously been rejected, are the subject of a motion to reject as of the
Confirmation Date, or have been specifically waived by the beneficiaries of
any employee benefit plan or contract; provided, however, that the Debtors'
obligations, if any, to pay all "retiree benefits" as defined in section
1114(a) of the Bankruptcy Code shall continue.
2. Notwithstanding the foregoing, the Employment Agreements to be
entered into with the Key Employees on the Effective Date shall amend and
supersede any other employment agreements and severance plans with or for
the benefit of the Key Employees, and, as amended, shall be assumed
pursuant to this Plan.
ARTICLE IX.
PROCEDURES FOR RESOLVING DISPUTED,
CONTINGENT, AND UNLIQUIDATED CLAIMS
A. Objections To Claims; Disputed Claims
Except as otherwise provided in this Plan, holders of Claims and
Interests shall not be required to, and no parties should, file proofs of
Claim or proofs of Interest with the Bankruptcy Court. If and to the extent
that proofs of Claim or proofs of Interest are filed, then as soon as
practicable, but in no event later than 120 days after the Effective Date
(unless extended by an order of the Bankruptcy Court), the Debtors or
Reorganized Debtors, as the case may be, shall file objections to such
proofs of Claim or proofs of Interest with the Bankruptcy Court and serve
such objections on the holders of each of the Claims or Interests to which
objections are made; provided, however, that the Debtors and Reorganized
Debtors shall not object to Claims or Interests that are Allowed Claims or
Interests pursuant to this Plan. Nothing contained herein, however, shall
limit the Debtors' or Reorganized Debtors' right to object to proofs of
Claim or Interest, if any, that are not Allowed under this Plan or that are
filed or amended more than 120 days after the Effective Date. The Debtors
and Reorganized Debtors shall be authorized to, and shall, resolve all
Disputed Claims or Interests by withdrawing or settling any objections
thereto, or by litigating to judgment in the Bankruptcy Court or such other
court having jurisdiction over the validity, nature, and/or amount thereof.
B. No Distribution Pending Allowance
Notwithstanding any other provision hereof, if any portion of a Claim
or Interest is a Disputed Claim or Interest, no payment or distribution
provided hereunder shall be made on account of such Claim or Interest
unless and until such Disputed Claim or Interest becomes Allowed.
C. Distributions After Allowance
To the extent that a Disputed Claim or Interest ultimately becomes an
Allowed Claim or Interest, a distribution shall be made to the holder of
such Allowed Claim or Interest in accordance with the provisions of this
Plan. As soon as reasonably practicable after the date that the order or
judgment of the Bankruptcy Court or other applicable court of competent
jurisdiction allowing any Disputed Claim or Interest becomes a Final Order,
the Disbursing Agent shall provide to the holder of such Claim or Interest
the distribution to which such holder is entitled under this Plan. After a
Final Order has been entered, or other final resolution has been reached,
with respect to each Disputed Claim and Interest (i) any New Securities
held in the Distribution Reserve shall be distributed Pro Rata to holders
of Allowed Claims or Interests entitled thereto under the terms of this
Plan and (ii) any Cash or other property remaining in the Distribution
Reserve shall become property of the Reorganized Debtors. All distributions
made under this Article IX.C on account of an Allowed Claim or Interest
shall be made together with any dividends, payments, or other distributions
made on account of, as well as any obligations arising from, the
distributed property, as if such Allowed Claim or Interest had been an
Allowed Claim or Interest on the Distribution Date. Notwithstanding the
foregoing, the Disbursing Agent shall not be required to make distributions
under this Article IX.C more frequently than once every 90 days or to make
any individual payments in an amount less than $25.00.
ARTICLE X.
CONDITIONS PRECEDENT TO CONFIRMATION AND
CONSUMMATION OF THE PLAN
A. Conditions To Confirmation
The following are conditions precedent to confirmation of this Plan
that must be (i) satisfied or (ii) waived in accordance with Article X.C
below:
1. The Bankruptcy Court shall have entered an order, in form and
substance reasonably acceptable to the Debtors and the Steering Committee,
approving the Disclosure Statement with respect to this Plan as containing
adequate information within the meaning of section 1125 of the Bankruptcy
Code.
2. The proposed Confirmation Order shall be in form and substance
reasonably acceptable to the Debtors and the Steering Committee.
B. Conditions To Effective Date
The following are conditions precedent to the occurrence of the
Effective Date that must be (i) satisfied or (ii) waived in accordance with
Article X.C below:
1. The Confirmation Date shall have occurred and the Confirmation
Order, in form and substance reasonably acceptable to the Debtors and the
Steering Committee, confirming the Plan, as the same may have been
modified, supplemented, or amended, shall have been entered by the
Bankruptcy Court.
2. The Confirmation Order shall have become a Final Order.
3. No request for revocation of the Confirmation Order under section
1144 of the Bankruptcy Code shall have been made, or, if made, shall remain
pending.
4. All authorizations, consents, and regulatory approvals required, if
any, in connection with the consummation of this Plan shall have been
obtained and not revoked.
5. The following agreements, in form and on terms reasonably
satisfactory to the Debtors and the Steering Committee shall have been
executed and delivered, and all conditions precedent thereto shall have
been satisfied:
a. Amended And Restated Certificate Of Incorporation And
By-laws Of NTL Inc.;
b. Amended And Restated Certificate Of Incorporation And
By-laws Of NTL CC;
c. Registration Rights Agreements;
d. Series A Warrant Agreement;
e. Certificate of Designation for Euroco Preferred Stock (which
shall be included in the Amended and Restated Certificate of
Incorporation of NTL Inc.);
f. New NTL Management Incentive Plan;
g. Euroco Management Incentive Plan; and
h. New NTL Exit Facility or any alternative financing in a
minimum amount of $500 million.
6. The Debtors or Reorganized Debtors shall have executed and
delivered all documents necessary to effectuate the issuance of the New
Securities.
7. All other actions, documents, and agreements necessary to implement
this Plan shall have been effected or executed.
8. France Telecom shall have delivered a letter containing the
representations and warranties described in Article XIV.B above.
9. There must be no material debt of the Debtors other than Debt
Securities that are Reinstated under the Plan, guarantees under the Working
Capital Facility, the guarantee by Diamond Cable of the Diamond Holdings
Notes, and the New NTL Exit Facility.
10. The Senior Credit Facility and Working Capital Facility shall have
been amended and restated on terms acceptable to the Debtors and the
Steering Committee, and shall not have been terminated.
11. The Diamond Administration Orders shall have been discharged or
shall be discharged substantially contemporaneously with the Effective
Date.
C. Waiver Of Conditions
Each of the conditions set forth in Article X.A and X.B above, other
than those set forth in Articles X.A.1 and X.B.1, may be waived in whole or
in part by the Debtors (with the prior consent of the Steering Committee),
without any notice to parties in interest or the Bankruptcy Court and
without a hearing. The failure to satisfy or waive any condition to the
Effective Date may be asserted by the Debtors regardless of the
circumstances giving rise to the failure of such condition to be satisfied
(including any action or inaction by the Debtors or any of them). The
failure of the Debtors to exercise any of the foregoing rights shall not be
deemed a waiver of any other rights, and each such right shall be deemed an
ongoing right that may be asserted at any time.
D. Effects Of Failure Of Conditions
If the conditions to occurrence of the Effective Date have not been
satisfied or waived in accordance with Articles X.B or X.C above on or
before the first Business Day that is more than 179 days after the
Confirmation Date, or by such later date as is approved by the Bankruptcy
Court after notice and a hearing, then on motion by the Debtors made prior
to the time that all of the conditions have been satisfied or waived, the
Confirmation Order shall be vacated by the Bankruptcy Court; provided,
however, that notwithstanding the filing of such a motion, the Confirmation
Order shall not be vacated if all of the conditions to the occurrence of
the Effective Date set forth in Article X.B above are either satisfied or
waived prior to entry by the Bankruptcy Court of an order granting the
relief requested in such motion. If the Confirmation Order is vacated
pursuant to this Article X.D, this Plan shall be null and void in all
respects, and nothing contained in this Plan shall (a) constitute a waiver
or release of any Claims against or Interests in the Debtors or (b)
prejudice in any manner the rights of the holder of any Claim against or
Interest in the Debtors.
ARTICLE XI.
MODIFICATIONS AND AMENDMENTS
The Debtors may (with the prior consent of the Steering Committee)
alter, amend, or modify this Plan or any Exhibits thereto under section
1127(a) of the Bankruptcy Code at any time prior to the Confirmation Date
and may include any such amended Exhibits in the Plan or the Plan
Supplement. After the Confirmation Date and prior to substantial
consummation of this Plan, as defined in section 1101(2) of the Bankruptcy
Code, the Debtors may, under section 1127(b) of the Bankruptcy Code,
institute proceedings in the Bankruptcy Court to remedy any defect or
omission or reconcile any inconsistencies in this Plan, the Disclosure
Statement, or the Confirmation Order, and such matters as may be necessary
to carry out the purposes and effects of this Plan so long as such
proceedings do not materially adversely affect the treatment of holders of
Claims or Interests under this Plan; provided, however, that prior notice
of such proceedings shall be served in accordance with the Bankruptcy Rules
or order of the Bankruptcy Court.
ARTICLE XII.
RETENTION OF JURISDICTION
Under sections 105(a) and 1142 of the Bankruptcy Code, and
notwithstanding entry of the Confirmation Order and occurrence of the
Effective Date, the Bankruptcy Court shall retain exclusive jurisdiction
(except with respect to the purposes described under clause A below, with
respect to which jurisdiction shall not be exclusive) over all matters
arising out of, and related to, the Chapter 11 Cases and this Plan to the
fullest extent permitted by law, including, among other things,
jurisdiction to: over all matters arising out of or related to the Chapter
11 Cases and this Plan, to the fullest extent permitted by law, including
jurisdiction to:
A. Allow, disallow, determine, liquidate, classify, estimate, or
establish the priority or secured or unsecured status of any Claim or
Interest, including the resolution of any request for payment of any
Administrative Claim and the resolution of any objections to the allowance
or priority of Claims or Interests;
B. Hear and determine all applications for compensation and
reimbursement of expenses of Professionals under this Plan or under
sections 330, 331, 503(b), 1103, and 1129(a)(4) of the Bankruptcy Code;
provided, however, that from and after the Effective Date, the payment of
the fees and expenses of the retained professionals of the Reorganized
Debtors shall be made in the ordinary course of business and shall not be
subject to the approval of the Bankruptcy Court;
C. Hear and determine all matters with respect to the assumption or
rejection of any executory contract or unexpired lease to which a Debtor is
a party or with respect to which a Debtor may be liable, including, if
necessary, the nature or amount of any required Cure or the liquidation or
allowance of any Claims arising therefrom;
D. Effectuate performance of and payments under the provisions of this
Plan;
E. Hear and determine any and all adversary proceedings, motions,
applications, and contested or litigated matters arising out of, under, or
related to, the Chapter 11 Cases, including, but not limited to, any and
all motions for approval of asset sales by the Debtors filed by the Debtors
on or before the Effective Date;
F. Hear and determine any and all motions to subordinate Claims or
Interests at any time and on any basis permitted by applicable bankruptcy
or nonbankruptcy law;
G. Enter such orders as may be necessary or appropriate to execute,
implement, or consummate the provisions of this Plan and all contracts,
instruments, releases, and other agreements or documents created in
connection with this Plan, the Disclosure Statement, or the Confirmation
Order;
H. Hear and determine disputes arising in connection with the
interpretation, implementation, consummation, or enforcement of this Plan,
including disputes arising under agreements, documents, or instruments
executed in connection with this Plan;
I. Consider any modifications of this Plan, cure any defect or
omission, or reconcile any inconsistency in any order of the Bankruptcy
Court, including, without limitation, the Confirmation Order;
J. Issue injunctions, enter and implement other orders, or take such
other actions as may be necessary or appropriate to restrain interference
by any entity with implementation, consummation, or enforcement of this
Plan or the Confirmation Order;
K. Enter and implement such orders as may be necessary or appropriate
if the Confirmation Order is for any reason reversed, stayed, revoked,
modified, or vacated;
L. Hear and determine any matters arising in connection with or
relating to this Plan, the Disclosure Statement, the Confirmation Order, or
any contract, instrument, release, or other agreement or document created
in connection with this Plan, the Disclosure Statement, or the Confirmation
Order;
M. Enforce all orders, judgments, injunctions, releases, exculpations,
indemnifications, and rulings entered in connection with the Chapter 11
Cases;
N. Recover all assets of the Debtors and property of the Debtors'
Estates, wherever located;
O. Hear and determine matters concerning state, local, and federal
taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy
Code;
P. Hear and determine all disputes involving the existence, nature, or
scope of the Debtors' discharge;
Q. Hear and determine such other matters as may be provided in the
Confirmation Order or as may be authorized under, or not inconsistent with,
provisions of the Bankruptcy Code;
R. Hear and determine all matters relating to the delivery and
transfer to New NTL of the Diamond Cable Notes pursuant to the provisions
of this Plan;
S. Hear and determine all disputes as to whether a Person is a New NTL
Grandfathered Distributee or a Euroco Grandfathered Distributee; and
T. Enter one or more final decree(s) closing the Chapter 11 Cases.
ARTICLE XIII.
EFFECTS OF CONFIRMATION
A. Binding Effect
This Plan shall be binding on and inure to the benefit of the Debtors,
all current and former holders of Claims against and Interests in the
Debtors and their respective successors and assigns, including, but not
limited to, the Reorganized Debtors, and all other parties-in-interest in
the Chapter 11 Cases.
B. Authorization Of Corporate Action
The entry of the Confirmation Order shall constitute a direction to
and authorization for the Debtors and the Reorganized Debtors to take or
cause to be taken any action necessary or appropriate to consummate the
transactions contemplated by this Plan and any related documents or
agreements prior to and through the Effective Date, and all such actions
taken or caused to be taken shall be deemed to have been authorized and
approved by the Bankruptcy Code without the need for any additional
authorizations, approvals, or consents.
C. Discharge Of The Debtors
All consideration distributed under this Plan shall be in exchange
for, and in complete satisfaction, settlement, discharge, and release of,
all Claims against and Interests in the Debtors of any nature whatsoever,
or against any of the Debtors' assets or properties. Subject to the
occurrence of the Effective Date, except as otherwise expressly provided in
this Plan or the Confirmation Order (and regardless of whether or not the
Existing Security forming the basis of Claim is canceled on the Effective
Date), entry of the Confirmation Order shall act as a discharge under
section 1141(d)(1)(A) of the Bankruptcy Code from and of all Claims
against, Liens on, and Interests in each of the Debtors, their assets, and
their properties, arising at any time before the entry of the Confirmation
Order, regardless of whether a proof of Claim or proof of Interest therefor
was filed, whether the Claim or Interest is Allowed, or whether the holder
thereof votes to accept this Plan or is entitled to receive a distribution
hereunder. Upon entry of the Confirmation Order, and subject to the
occurrence of the Effective Date, any holder of such a discharged Claim or
Interest shall be precluded from asserting against the Debtors or any of
their assets or properties any other or further Claim or Interest based on
any document, instrument, act, omission, transaction, or other activity of
any kind or nature that occurred before the date of entry of the
Confirmation Order. The Confirmation Order shall be a judicial
determination of discharge of all liabilities of the Debtors (except as
otherwise expressly provided in the Plan), subject to the occurrence of the
Effective Date. Notwithstanding the foregoing, or any provision to the
contrary contained in this Plan, the Class 6 Diamond Cable Notes Claims
shall not be, and shall not be deemed to be, discharged until after
completion of the delivery, transfer, conveyance, and assignment of the
global bearer notes evidencing the Diamond Cable Notes to New NTL.
D. Injunction
Pursuant to section 524 of the Bankruptcy Code, the discharge provided
by Article XIII.C and section 1141 of the Bankruptcy Code shall act as an
injunction against the commencement or continuation of any action,
employment of process, or act to collect, offset, or recover the Claims and
Interests discharged hereby. Except as otherwise expressly provided in this
Plan or the Confirmation Order, all entities who have held, hold, or may
hold Claims against or Interests in the Debtors will be permanently
enjoined, on and after the Confirmation Date, subject to the occurrence of
the Effective Date, from (i) commencing or continuing in any manner any
action or other proceeding of any kind with respect to any such Claim or
Interest, (ii) the enforcement, attachment, collection, or recovery by any
manner or means of any judgment, award, decree, or order against the
Debtors on account of any such Claim or Interest, (iii) creating,
perfecting, or enforcing any encumbrance of any kind against the Debtors or
against the property or interests in property of the Debtors on account of
any such Claim or Interest, and (iv) asserting any right of setoff,
subrogation, or recoupment of any kind against any obligation due from the
Debtors or against the property or interests in property of the Debtors on
account of any such Claim or Interest. The foregoing injunction will extend
to successors of the Debtors (including, but not limited to, the
Reorganized Debtors) and their respective properties and interests in
property.
E. Releases
1. Effective as of the Confirmation Date, but subject to the
occurrence of the Effective Date, to the full extent permitted by
applicable law, the Debtors, the Reorganized Debtors, the Steering
Committee, the Diamond Administrators, each holder of Senior Notes (other
than Diamond Holdings Notes), Subordinated Notes, or Old Preferred Stock,
and each of the foregoing's respective current or former officers,
directors, subsidiaries, affiliates, members, managers, shareholders,
partners, representatives, employees, attorneys, financial advisors, and
agents, or any of their respective successors and assigns, and their
respective property, shall be released from any and all claims,
obligations, rights, Causes of Action, demands, suits, proceedings and
liabilities which the Debtors, the Reorganized Debtors, or any holder of a
Claim against or Interest in the Debtors or Reorganized Debtors may be
entitled to assert, whether for tort, fraud, contract, violations of
federal or state securities laws, or otherwise, whether known or unknown,
foreseen or unforeseen, existing or hereafter arising, contingent or
non-contingent, based in whole or in part on any act or omission,
transaction, state of facts, circumstances or other occurrence taking place
on or before the Confirmation Date in any way relating to the Debtors, the
Reorganized Debtors, the issuance, purchase, or sale of the Senior Notes
(other than Diamond Holdings Notes), Subordinated Notes, or Preferred
Stock, the Chapter 11 Cases, the Diamond Administration Cases, or this
Plan; provided, however, that nothing herein shall release any Person from
any claims, obligations, rights, causes of action, demands, suits,
proceedings, or liabilities based on any act or omission arising out of
such Person's gross negligence or willful misconduct; provided further,
however, that the Debtors and Reorganized Debtors shall have the right to
pursue such rights of action, including the rights under section 502(d) of
the Bankruptcy Code, as a defensive measure, including for purposes of
setoff against distributions, if any, due to a holder of a Claim or
Interest pursuant to this Plan, and such rights shall be exercised
exclusively by the Reorganized Debtors; provided further, that with respect
to the Diamond Cable Notes, such release shall be subject to the transfer
of the Diamond Cable Notes to New NTL in accordance with Article III.C.2 of
this Plan and shall not include any claim by or of New NTL in respect of
the Diamond Cable Notes.
2. Effective as of the Confirmation Date, but subject to the
occurrence of the Effective Date, to the fullest extent permitted by
applicable law, all holders of Senior Notes (other than Diamond Holdings
Notes), Subordinated Notes, Old Preferred Stock, and Old Common Stock shall
be deemed to release, and shall be permanently enjoined from bringing,
maintaining, facilitating, or assisting any action, demand, suit or
proceeding against the Debtors or Reorganized Debtors, and their respective
current or former officers, directors, subsidiaries, affiliates, members,
managers, shareholders, partners, representatives, employees, attorneys,
financial advisors, and agents, or any of their respective successors and
assigns, and their respective property, in respect of any claims,
obligations, rights, causes of action, demands, suits, proceedings, and
liabilities related to, or arising from, any and all claims or interests
arising under, in connection with, or related to the Senior Notes (other
than Diamond Holdings Notes), Subordinated Notes, Old Preferred Stock, Old
Common Stock, or the issuance, purchase, or sale thereof; provided further,
that with respect to the Diamond Cable Notes, such release shall be subject
to the transfer of the Diamond Cable Notes to New NTL in accordance with
Article III.C.2 of this Plan and shall not include any claim by or of New
NTL in respect of the Diamond Cable Notes.
3. Notwithstanding anything in this Plan to the contrary, no claims by
any Person with respect to any and all commercial and ordinary course of
business relationships shall be deemed to be modified or affected by any of
the release and/or exculpation provisions of this Plan.
ARTICLE XIV.
COMPROMISES AND SETTLEMENTS
A. Generally
Pursuant to section 1123(b)(3) of the Bankruptcy Code and Fed. R.
Bankr. P. 9019(a), the Debtors may (with the prior consent of the Steering
Committee) compromise and settle various Claims against them and/or claims
they may have against other Persons. The Debtors expressly reserve the
right (with Bankruptcy Court approval, following appropriate notice and
opportunity for a hearing) to compromise and settle Claims against them and
claims that they may have against other Persons up to and including the
Effective Date. After the Effective Date, such right shall pass to the
Reorganized Debtors pursuant to Articles IV.E and IV.G hereof.
B. France Telecom Settlement
Pursuant to an agreement reached by the Debtors and France Telecom, in
full and complete settlement of their dispute regarding certain rights held
by NTL Inc. and France Telecom, respectively, under the Share Account
Pledge Agreement, France Telecom delivered a ballot to the Solicitation
Agent prior to the commencement of the Chapter 11 Cases and will support
the restructuring of the Debtors in accordance with the terms of this Plan
and the transactions contemplated by this Plan, including, but not limited
to, any allocation of consideration or payments due in connection
therewith. Following implementation of this compromise and settlement,
neither the Debtors (nor any of them) nor France Telecom shall have any
further liability to the other(s) with respect to Noos, including, but not
limited to, with respect to any contingent payments for the transfer of
franchises. In connection with this settlement, except as previously
disclosed to the Steering Committee, France Telecom represented and
warranted to the Debtors and the Steering Committee that as of the Petition
Date, it was neither marketing nor had pending agreements, interest or
letters of intent, nor had it engaged an investment banker in connection
with the direct or indirect transfer, sale, or other disposition of its
interest in Noos to a third party, nor was it contemplating or was it aware
of any other material transactions in respect of Noos. Notwithstanding
anything to the contrary contained herein, (i) the Debtors and the Steering
Committee shall not be entitled to modify or otherwise change this Plan or
the Disclosure Statement with respect to distributions to be provided to
France Telecom under this Plan without the prior consent of France Telecom,
(ii) the Confirmation Order shall contain customary language with respect
to the release of the Noos Interest, and (iii) nothing in this Plan shall
be construed to limit the rights of France Telecom and its affiliates to
receive distributions under this Plan, including the right to subscribe for
Equity Rights (including on an oversubscription basis), other than in
France Telecom's capacity as a holder of NTL Delaware Subordinated Notes or
NTL Inc. Subordinated Notes; provided, however, that this right shall
extend only to current holdings of France Telecom and its affiliates as
disclosed on its Schedule 13D on file with the SEC as of the Petition Date.
This right is personal to France Telecom and its affiliates and is not
assignable in whole or in part by France Telecom and its affiliates.
ARTICLE XV.
MISCELLANEOUS PROVISIONS
A. Bar Dates For Certain Claims
1. Administrative Claims
The Confirmation Order shall establish a bar date (the "Administrative
Claims Bar Date") for filing Administrative Claims (other than Professional
Fee Claims and claims for reimbursement of the expenses of the members of
the Creditors' Committee(if appointed)), which date shall be 30 days after
the Confirmation Date. Holders of asserted Administrative Claims, except
for Professional Fee Claims, United States Trustee fees, or the expenses of
the members of the Creditors' Committee (if appointed) whose claims were
not paid prior to the Confirmation Date, shall submit requests for payment
of administrative expenses on or before such Administrative Claims Bar Date
or forever be barred from doing so. The notice of entry of the Confirmation
Order to be delivered pursuant to Fed. R. Bankr. P. 3020(c) and 2002(f)
shall set forth such date and constitute notice of the Administrative
Claims Bar Date. The Debtors or the Reorganized Debtors, as the case may
be, shall have 30 days (or such longer period as may be allowed by order of
the Bankruptcy Court) following the Administrative Claims Bar Date to
review and object to such Administrative Claims before a hearing for
determination of allowance of such Administrative Claims.
2. Professional Fee Claims; Substantial Contribution Claims
All final requests for compensation or reimbursement of Professional
Fees pursuant to sections 327, 328, 330, 331, 503(b), or 1103 of the
Bankruptcy Code for services rendered to the Debtors or any Committee (if
appointed) prior to the Confirmation Date (including requests under section
503(b)(4) of the Bankruptcy Code by any Professional or other entity for
making a substantial contribution in the Chapter 11 Cases) shall be filed
and served on the Reorganized Debtors and their counsel, as well as those
parties filing notices of appearance in these cases or otherwise requesting
notice of such application, no later than 30 days after the Confirmation
Date, unless otherwise ordered by the Bankruptcy Court. Objections to
applications of such Professionals or other entities for compensation or
reimbursement of expenses shall be filed and served on the Reorganized
Debtors and their counsel and the requesting Professional or other entity
no later than 15 days (or such longer period as may be allowed by order of
the Bankruptcy Court) after the date on which the applicable application
for compensation or reimbursement was served.
B. Payment Of Statutory Fees
All fees payable under section 1930 of title 28 of the United States
Code, as determined by the Bankruptcy Court at the Confirmation Hearing,
shall be paid on or before the Effective Date. All such fees that arise
after the Effective Date but before the closing of the Chapter 11 Cases
shall be paid by the Reorganized Debtors.
C. Severability Of Plan Provisions
If, prior to entry of the Confirmation Order, any term or provision of
this Plan is held by the Bankruptcy Court to be invalid, void, or
unenforceable, the Bankruptcy Court, at the request of the Debtors, with
the approval of their respective boards of directors (having due regard for
their fiduciary duties, after consultation with counsel), and with the
prior consent of the Steering Committee, shall have the power to alter and
interpret such term or provision to make it valid or enforceable to the
maximum extent practicable, consistent with the original purpose of the
term or provision held to be invalid, void, or unenforceable, and such term
or provision shall then be applicable as so altered or interpreted.
Notwithstanding any such holding, alteration, or interpretation, the
remainder of the terms and provisions of this Plan shall remain in full
force and effect and shall in no way be affected, impaired, or invalidated
by such holding, alteration, or interpretation. The Confirmation Order
shall constitute a judicial determination and shall provide that each term
and provision of this Plan, as it may have been altered or interpreted in
accordance with the foregoing, is valid and enforceable pursuant to its
terms.
D. Successors And Assigns
The rights, benefits, and obligations of any Person named or referred
to in this Plan shall be binding on, and shall inure to the benefit of, any
heir, executor, administrator, successor, or assign of that Person.
E. Exculpation And Limitation Of Liability
To the full extent permitted by applicable law, neither the Debtors,
the Reorganized Debtors, the Steering Committee, the Diamond
Administrators, nor any holder of Senior Notes, Subordinated Notes, or Old
Preferred Stock, or any of their respective current or former officers,
directors, subsidiaries, affiliates, members, managers, shareholders,
partners, representatives, employees, attorneys, or agents, or any of their
respective successors and assigns, and their respective property, shall
have or incur any liability to any holder of a Claim or an Interest, or any
other party in interest, or any of their respective officers, directors,
subsidiaries, affiliates, members, managers, shareholders, partners,
representatives, employees, attorneys, or agents, or any of their
respective successors and assigns, and their respective property, for any
act or omission in connection with, relating to, or arising out of, the
Chapter 11 Cases, the solicitation of acceptances of this Plan, the pursuit
of confirmation of this Plan, the consummation of this Plan, or the
administration of this Plan or the property to be distributed under this
Plan, except for their gross negligence or willful misconduct, and in all
respects shall be entitled to reasonably rely on the advice of counsel with
respect to their duties and responsibilities under this Plan.
Notwithstanding any other provision of this Plan, no holder of a Claim
or Interest, no other party in interest, none of their respective current
or former officers, directors, subsidiaries, affiliates, members, managers,
shareholders, partners, representatives, employees, attorneys, or agents,
or any of their respective successors and assigns, and their respective
property, shall have any right of action, demand, suit, or proceeding
against the Debtors, the Reorganized Debtors, the Steering Committee, the
Diamond Administrators, or any holder of Senior Notes, Subordinated Notes,
or Old Preferred Stock, or any or any of their respective current or former
officers, directors, subsidiaries, affiliates, members, managers,
shareholders, partners, representatives, employees, attorneys, or agents,
or any of their respective successors and assigns, and their respective
property, for any act or omission in connection with, relating to, or
arising out of, the Chapter 11 Cases, the solicitation of acceptances of
this Plan, the pursuit of confirmation of this Plan, the consummation of
this Plan, or the administration of this Plan or the property to be
distributed under this Plan, except for their gross negligence or willful
misconduct.
The foregoing exculpation and limitation on liability shall not,
however, limit, abridge, or otherwise affect the rights, if any, of the
Reorganized Debtors to enforce, sue on, settle, or compromise the Causes of
Action retained pursuant to Article IV.H above.
F. Waiver Of Enforcement Of Subordination
All Claims against and Interests in the Debtors and all rights and
claims between or among holders of Claims and Interests relating in any
manner whatsoever to Claims against and Interests in the Debtors, based on
any claimed subordination rights (if any), shall be deemed satisfied by the
distributions under this Plan to holders of Claims and Interests having
such subordination rights, and such subordination rights shall be deemed
waived, released, discharged, and terminated as of the Effective Date, and
all actions related to the enforcement of such subordination rights shall
be permanently enjoined; provided, however, that the foregoing shall not
apply to any subordination provision for the benefit of the lenders under
the Credit Facilities. Distributions to the various Classes of Claims and
Interests hereunder shall not be subject to levy, garnishment, attachment,
or like legal process by any holder of a Claim by reason of any claimed
subordination rights or otherwise, so that each holder of a Claim or
Interest shall have and receive the benefit of the distributions in the
manner set forth in this Plan; provided, however, that the foregoing shall
not apply to any subordination provision for the benefit of the lenders
under the Credit Facilities.
G. Term Of Injunctions Or Stays
Unless otherwise provided herein or in the Confirmation Order, all
injunctions or stays in effect in the Chapter 11 Cases under sections 105
or 362 of the Bankruptcy Code or any order of the Bankruptcy Court, and
extant on the Confirmation Date (excluding any injunctions or stays
contained in this Plan or the Confirmation Order), shall remain in full
force and effect until the Effective Date. All injunctions or stays
contained in this Plan or the Confirmation Order shall remain in full force
and effect in accordance with their terms.
H. Revocation, Withdrawal, Or Non-Consummation
The Debtors reserve the right (with the prior consent of the Steering
Committee) to revoke or withdraw this Plan at any time prior to the
Confirmation Date and to file other plans of reorganization. If the Debtors
revoke or withdraw this Plan, or if Confirmation or consummation of this
Plan does not occur, then (i) this Plan shall be null and void in all
respects, (ii) any settlement or compromise embodied in this Plan
(including the fixing or limiting to an amount any Claim or Interest or
Class of Claims or Interests), assumption or rejection of executory
contracts or leases effected by this Plan, and any document or agreement
executed pursuant to this Plan shall be deemed null and void, and (iii)
nothing contained in this Plan, and no acts taken in preparation for
consummation of this Plan, shall (a) constitute or be deemed to constitute
a waiver or release of any Claims by or against, or any Interests in, the
Debtors or any other Person, (b) prejudice in any manner the rights of the
Debtors or any Person in any further proceedings involving the Debtors, or
(c) constitute an admission of any sort by the Debtors or any other Person.
I. Committees
On the Effective Date, the duties of the Creditors' Committee (if one
has been appointed) shall terminate, except with respect to any appeal of
an order in the Chapter 11 Cases and applications for Professional Fees.
J. Plan Supplement
Any and all exhibits, lists, or schedules referred to herein but not
filed with this Plan shall be contained in the Plan Supplement and filed
with the Clerk of the Bankruptcy Court at least seven days prior to the
date of the commencement of the Confirmation Hearing. Thereafter, any
Person may examine the Plan Supplement in the office of the Clerk of the
Bankruptcy Court during normal court hours. Holders of Claims or Interests
may obtain a copy of the Plan Supplement on written request to the Debtors
in accordance with Article XV.K above.
K. Notices To Debtors
Any notice, request, or demand required or permitted to be made or
provided to or on a Debtor or a Reorganized Debtor under this Plan shall be
(i) in writing, (ii) served by (a) certified mail, return receipt
requested, (b) hand delivery, (c) overnight delivery service, (d) first
class mail, or (e) facsimile transmission, and (iii) deemed to have been
duly given or made when actually delivered or, in the case of notice by
facsimile transmission, when received and telephonically confirmed,
addressed as follows:
NTL INCORPORATED
110 East 59th Street, 26th Floor
New York, New York 10022
Attention: Richard J. Lubasch, Esq.
Telephone: (212) 906-8440
Facsimile: (212) 752-1157
with a copy to the Debtors' counsel:
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
Four Times Square
New York, New York 10036-6552
Attention: Thomas H. Kennedy, Esq.
Kayalyn A. Marafioti, Esq.
Telephone: (212) 735-3000
Facsimile: (212) 735-2000
and a copy to the Steering Committee:
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
One New York Plaza
New York, New York 10004-1980
Attention: Brad Eric Scheler, Esq.
Lawrence A. First, Esq.
Telephone: (212) 859-8000
Facsimile: (212) 859-4000
L. Indemnification Obligations
Except as otherwise specifically limited in this Plan, any obligations
or rights of the Debtors or Reorganized Debtors to defend, indemnify,
reimburse, or limit the liability of the Debtors' current and former
directors, officers, or employees (the "Covered Persons") pursuant to the
Debtors' or Reorganized Debtors' certificates of incorporation, by-laws,
policy of providing employee indemnification, applicable state law, or
specific agreement in respect of any claims, demands, suits, causes of
action, or proceedings against such Covered Persons based on any act or
omission related to such Covered Persons' service with, for, or on behalf
of the Debtors prior to the Effective Date, shall survive Confirmation of
this Plan and remain unaffected thereby, and shall not be discharged,
irrespective of whether such defense, indemnification, reimbursement, or
limitation of liability is owed in connection with an occurrence before or
after the Petition Date.
M. Governing Law
Unless a rule of law or procedure is supplied by federal law
(including the Bankruptcy Code and Bankruptcy Rules), the laws of (i) the
State of New York shall govern the construction and implementation of this
Plan and any agreements, documents, and instruments executed in connection
with this Plan and (ii) the laws of the state of incorporation of each
Debtor shall govern corporate governance matters with respect to such
Debtor, in either case without giving effect to the principles of conflicts
of law thereof.
N. Prepayment
Except as otherwise provided in this Plan or the Confirmation Order,
the Debtors shall have the right to prepay, without penalty, all or any
portion of an Allowed Claim at any time; provided, however, that any such
prepayment shall not be violative of, or otherwise prejudice, the relative
priorities and parities among the Classes of Claims.
Dated: New York, New York
May 24, 2002
NTL INCORPORATED
NTL (DELAWARE), INC.
NTL COMMUNICATIONS CORP.
COMMUNICATIONS CABLE FUNDING CORP.
Debtors and Debtors-in-Possession
By: /s/ Barclay Knapp
--------------------------------
Barclay Knapp
President and Chief Executive
Officer
DIAMOND CABLE COMMUNICATIONS LIMITED
DIAMOND HOLDINGS LIMITED
Debtors and Debtors-in-Possession
By: /s/ Barclay Knapp
--------------------------------
Barclay Knapp
Director
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
Attorneys for NTL Incorporated, et al.
Debtors and Debtors-in-Possession
By: /s/ Kayalyn A. Marafioti
-----------------------------
Kayalyn A. Marafioti (KM 9362)
Jay M. Goffman (JG 6722)
Lawrence V. Gelber (LG 9384)
Four Times Square
New York, New York 10036-6522
(212) 735-3000
EXHIBIT A
TO
AMENDED JOINT REORGANIZATION PLAN OF
NTL INCORPORATED AND CERTAIN SUBSIDIARIES
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION AND BY-LAWS
OF NTL COMMUNICATIONS CORP.
[TO BE INCLUDED IN PLAN SUPPLEMENT]
EXHIBIT B
TO
AMENDED JOINT REORGANIZATION PLAN OF
NTL INCORPORATED AND CERTAIN SUBSIDIARIES
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION AND BY-LAWS
OF NTL INCORPORATED
[TO BE INCLUDED IN PLAN SUPPLEMENT]
EXHIBIT C
TO
AMENDED JOINT REORGANIZATION PLAN OF
NTL INCORPORATED AND CERTAIN SUBSIDIARIES
LIST OF SUBSIDIARIES AS OF APRIL 30, 2002
United States
Name State of Incorporation Ownership
- ---- ---------------------- ---------
Bearsden Nominees, Inc. Delaware 100%
Brigadoon Ventures, Inc. Delaware 100%
CableTel Programming, Inc. Delaware 100%
CableTel Ventures Limited Delaware 100%
L.D. Data, Inc. Delaware 100%
NNS UK Holdings 1, Inc. Delaware 100%
NNS UK Holdings 2, Inc. Delaware 100%
North CableComms Holdings, Inc. Delaware 100%
North CableComms LLC Delaware 100%
North CableComms Management, Inc. Delaware 100%
NTL Australia SPV, Inc. Delaware 100%
NTL Bromley Company Delaware 100%
NTL CableComms Group Inc. Delaware 100%
NTL CableComms Group plc Delaware (& UK (dual)) 100%
NTL Chartwell Holdings, Inc. Delaware 100%
NTL Chartwell Holdings 2, Inc. Delaware 100%
NTL Communications Corp. Delaware 100%
NTL (Delaware), Inc. Delaware 100%
NTL Digital (US), Inc. Delaware 100%
NTL France SPV, Inc. Delaware 100%
NTL Funding (NJ), Inc. Delaware 100%
NTL Golden Gate, Inc. Delaware 100%
NTL International Broadcasting, Inc. Delaware 100%
NTL International Services, Inc. Delaware 100%
NTL Investments, Inc. Delaware 100%
NTL North CableComms Holdings Inc. Delaware 100%
NTL North CableComms Management Inc. Delaware 100%
NTL Premium TV Holdings Corp. Delaware 100%
NTL Programming Subsidiary Company Delaware 100%
NTL Solent Company Delaware 100%
NTL South CableComms Holdings Inc. Delaware 100%
NTL South CableComms Management, Inc. Delaware 100%
NTL Surrey Company Delaware 100%
NTL Sussex Company Delaware 100%
NTL Sweden SPV, Inc. Delaware 100%
NTL Switzerland SPV, Inc. Delaware 100%
NTL Switzerland Holdings SPV LLC Delaware 100%
NTL (Triangle) LLC Delaware 100%
NTL UK CableComms Holdings, Inc. Delaware 100%
NTL (UK) Group, Inc. Delaware (& UK (dual)) 100%
NTL Wessex Company Delaware 100%
NTL Winston Holdings, Inc. Delaware 100%
NTL Wirral Company Delaware 100%
Premium TV Investments LLC Delaware 100%
South CableComms Holdings, Inc. Delaware 100%
South CableComms LLC Delaware 100%
South CableComms Management, Inc. Delaware 100%
Winston Investors LLC Delaware 100%
United Kingdom
Name Ownership
- ---- ---------
Andover Cablevision Limited 100%
Anglia Cable Communications Limited 100%
Berkhamsted Properties & Building Contractors Limited 100%
Bracknell Cable TV Limited 100%
Cable Television Limited 100%
Cable Thames Valley Limited 100%
CableTel Cardiff Limited 100%
CableTel Central Hertfordshire Limited 100%
CableTel Hertfordshire Limited 100%
CableTel Herts and Beds Limited 100%
CableTel Investments Limited 100%
CableTel Limited 100%
CableTel Newport 100%
CableTel North Bedfordshire Limited 100%
CableTel Northern Ireland Limited 100%
CableTel Scotland Limited 100%
CableTel Surrey and Hampshire Limited 100%
CableTel Telecom Supplies Limited 100%
CableTel (UK) Limited 100%
CableTel West Glamorgan Limited 100%
CableTel West Riding Limited 100%
Cambridge Cable Services Limited 100%
Cambridge Holding Company Limited 100%
CCL Corporate Communication Services Limited 100%
Classic Sport Limited 100%
Columbia Management Limited 100%
ComTel Cable Services Limited 100%
ComTel Coventry Limited 100%
Credit-Track Debt Recovery Limited 100%
De Facto 829 Limited 100%
De Facto 877 Limited 100%
De Facto 953 Limited 50%
Diamond Cable Acquisitions Limited 100%
Diamond Cable (Bassetlaw) Limited 100%
Diamond Cable (Burton-upon-Trent) Limited 100%
Diamond Cable (Chesterfield) Limited 100%
Diamond Cable Communications Limited 100%
Diamond Cable Construction Limited 100%
Diamond Cable CPE Limited 100%
Diamond Cable (Grantham) Limited 100%
Diamond Cable (Grimclee) Limited 100%
Diamond Cable (Hinckley) Limited 100%
Diamond Cable (Leicester) Limited 100%
Diamond Cable (Lincoln) Limited 100%
Diamond Cable (Lincolnshire) Limited 100%
Diamond Cable (Mansfield) Limited 100%
Diamond Cable (Melton Mowbray) Limited 100%
Diamond Cable (Newark-on-Trent) Limited 100%
Diamond Cable (Ravenshead) Limited 100%
Diamond Cable (Vale of Belvoir) Limited 100%
Diamond Holdings Limited 100%
Diamond Visual Communications Limited 100%
Digital Television Network Limited 100%
DTELS Limited 100%
East Coast Cable Limited 100%
East Midlands Cable Communications Limited 100%
East Midlands Cable Group Limited 100%
East Midlands Cable Holdings Limited 100%
Enablis Limited 100%
FLPTV Limited 50%
Front Row Television Ltd. 50%
Heartland Cablevision (UK) Limited 100%
Heartland Cablevision II (UK) Limited 100%
Herts Cable Limited 100%
ITN News Channel Limited 35%
Jewel Holdings Limited 100%
Lanbase Limited 100%
Lanbase European Holdings Limited 100%
Lcfc.co.uk Limited 50%
LCL Cable (Holdings) Limited 100%
LCL Telephones Limited 100%
Lichfield Cable Communications Limited 100%
Maza Limited 100%
Metro Hertfordshire Limited 100%
Metro South Wales Limited 100%
mfc.co.uk Limited 50%
Moleseye Limited 75%
National Transcommunications Limited 100%
Northampton Cable Television Limited 100%
NTL Acquisition Company Limited 100%
NTL (Aylesbury and Chiltern) Limited 100%
NTL (B) Limited 100%
NTL Bolton Cablevision Holding Company 100%
NTL (Broadland) Limited 100%
NTL Business Limited 100%
NTL Business (Ireland) Limited 100%
NTL CableComms Bolton 100%
NTL CableComms Bury and Rochdale 100%
NTL CableComms Bromley 100%
NTL CableComms Chesire 100%
NTL CableComms Derby 100%
NTL CableComms East Lancashire 100%
NTL CableComms Greater Manchester 100%
NTL CableComms Group Plc (UK & Delaware (dual)) 100%
NTL CableComms Holdings No 1 Limited 100%
NTL CableComms Holdings No 2 Limited 100%
NTL CableComms Lancashire No 1 100%
NTL CableComms Lancashire No 2 100%
NTL CableComms Limited 100%
NTL CableComms Macclesfield 100%
NTL CableComms Oldham and Tameside 100%
NTL CableComms Manchester Limited 100%
NTL CableComms Solent 100%
NTL CableComms Staffordshire 100%
NTL CableComms Stockport 100%
NTL CableComms Surrey 100%
NTL CableComms Sussex 100%
NTL CableComms Wessex 100%
NTL CableComms Wirral 100%
NTL CableComms West Surrey Limited 100%
NTL Cambridge Limited 100%
NTL Chartwell Holding Limited 100%
NTL Communications Services Limited 100%
NTL (Chichester) Limited 100%
NTL (City and Westminster) Limited 100%
NTL Communications Limited 100%
NTL (County Durham) Limited 100%
NTL (CRUK) Limited 100%
NTL (CWC) Corporation Limited 100%
NTL (CWC Holdings) 100%
NTL (CWC) Limited 100%
NTL (CWC) Management Limited 100%
NTL (CWC) No 2 Limited 100%
NTL (CWC) No 3 Limited 100%
NTL (CWC) No 4 Limited 100%
NTL (CWC) Programming Limited 100%
NTL (CWC) UK 100%
NTL Darlington Limited 100%
NTL Derby Cablevision Holding Company 100%
NTL Digital Limited 100%
NTL Digital Radio Limited 100%
NTL (Ealing) Limited 100%
NTL (Eastbourne and Hastings) Limited 100%
NTL Equipment No 1 Limited 100%
NTL Equipment No 2 Limited 100%
NTL Fawnspring Limited 100%
NTL (Fenland) Limited 100%
NTL Glasgow 100%
NTL Glasgow Holdings Limited 100%
NTL (Greenwich and Lewisham) Limited 100%
NTL Group Limited 100%
NTL (Hampshire) Limited 100%
NTL (Harrogate) Limited 100%
NTL (Harrow) Limited 100%
NTL Healthcare Plan Trustees Limited 100%
NTL Holdings (Broadland) Limited 100%
NTL Holdings (East London) Limited 100%
NTL Holdings (Fenland) Limited 100%
NTL Holdings (Leeds) Limited 100%
NTL Holdings (Norwich) Limited 100%
NTL Holdings (Peterborough) Limited 100%
NTL Internet Limited 100%
NTL Internet Services Limited 100%
NTL Investment Holdings Limited 100%
NTL (Kent) Limited 100%
NTL Kirklees 100%
NTL Kirklees Holdings Limited 100%
NTL (Lambeth and Southwark) Limited 100%
NTL (Leeds) Limited 100%
NTL Limited 100%
NTL Manchester Cablevision Holding Company 100%
NTL Microclock Services Limited 100%
NTL Midlands Limited 100%
NTL Milton Keynes Limited 100%
NTL Mobile Communications Limited 100%
NTL Mobile Limited 100%
NTL Networks Limited 100%
NTL (Norwich) Limited 100%
NTL Partcheer Company Limited 100%
NTL Pension Trustees Limited 100%
NTL (Peterborough) Limited 100%
NTL Radio Services Limited 75%
NTL Rectangle Limited 100%
NTL Sideoffer Limited 100%
NTL Solent Telephone and Cable TV Company Limited 100%
NTL (Southampton and Eastleigh) Limited 100%
NTL South Central Limited 100%
NTL (South East) Limited 100%
NTL South Hertfordshire Limited 33.3%
NTL (South London) Limited 100%
NTL South Wales Limited 100%
NTL Streetunique Projects Limited 100%
NTL Streetunit Projects Limited 100%
NTL Streetusual Services Limited 100%
NTL Streetvision Services Limited 100%
NTL Streetvital Services Limited 100%
NTL Streetwarm Services Limited 100%
NTL Streetwide Services Limited 100%
NTL Strikeagent Trading Limited 100%
NTL Strikeamount Trading Limited 100%
NTL Strikeapart Trading Limited 100%
NTL (Sunderland) Limited 100%
NTL Systems Limited 100%
NTL Technical Support Company Limited 100%
NTL Teesside Limited 100%
NTL Telecom Services Limited 100%
NTL Telephone Equipment Limited 100%
NTL (Thamesmead) Limited 100%
NTL Trustees Limited 100%
NTL TWTV Holdings Limited 100%
NTL UK Telephone and Cable TV Holding Company Limited 100%
NTL (V) Plan Pension Trustees Limited 100%
NTL (V) Limited 100%
NTL (Wandsworth) Limited 100%
NTL (Wearside) Limited 100%
NTL (West London) Limited 100%
NTL Westminster Limited 100%
NTL Winston Holdings Limited 100%
NTL Wirral Telephone and Cable TV Company 100%
NTL (YorCan) Limited 100%
NTL (York) Limited 100%
Oxford Cable Limited 100%
Premium TV Limited 100%
Premium TV (Ventures) Limited 100%
Prospectre Limited 100%
rangers.co.uk Limited 50%
Scanners (Europe) Limited 100%
Scanners Television Outside Broadcasts Limited 100%
School Sport Limited 100%
Secure Backup Systems Limited 100%
Southern East Anglia Cable Limited 100%
Stafford Communications Limited 100%
Swindon Cable Limited 100%
Tamworth Cable Communications Limited 100%
The Studio Channel Limited 50%
Two Way TV Limited 38%
Virgin Net Limited 49%
Vision Networks Services UK Limited 100%
Wessex Cable Limited 100%
Workplace Technologies Trustees Company Limited 100%
XL Debt Recovery Agency Limited 100%
X-Tant Limited 100%
Germany
Name Ownership
- ---- ---------
eKabel Holdings GmbH 32.5%
Republic of Ireland
Name Ownership
- ---- ---------
NTL Communications (Galway) Limited 100%
NTL Construction Limited 100%
NTL Communications (Waterford) Limited 100%
NTL Dublin Cablesystems Limited 100%
NTL Communications (Ireland) Limited 100%
Republic of France
Name Ownership
- ---- ---------
NTL Europe S.A.S. 100%
Suez Lyonnaise Telecom SA 27%
Switzerland
Name Ownership
- ---- ---------
Cablecom GmbH (CC GmbH) 100%
Balcab AG 100%
Cablecom Kabelkommunikation GmbH 100%
Cablecom Engineering AG 100%
Cablecom Business AG 100%
Cablecom Management GmbH 100%
Cablecom Multimedia GmbH Lichtenstein 100%
Cable Connect Switzerland 1, CV 100%
Cable Connect Switzerland 2, CV 100%
Coditel SA 100%
FGA Hagendorf AG 100%
KASAG Kabelfernsehen Steckborn AG 58.5%
Nogenta Swiss Acquisition Holdings 1, BV 100%
Nordex AG 100%
NTL Cablecom Holding GmbH 100%
Rediffusion AG 100%
Rera AG Immobiliengesellschaft 100%
Sitel SA Switzerland 66.7%
Swiss Online AG 100%
Teledistal AG 58.3%
Telecarouge SA 49%
Telelaveaux SA Switzerland 100%
Telesical SA Switzerland 100%
Urbanet SA 100%
Video 2000 SA 60%
Other Subsidiaries
Name Jurisdiction Ownership
- ---- ------------ ---------
NTL Insurance Limited Cayman Islands 100%
Workplace Technologies(Hong Kong) Ltd Hong Kong 100%
NTL Broadcast Sdn Bhd Malaysia 100%
Nogenta Holding BV Netherlands 100%
National Transcommunications Spain, S.L. Spain 100%
Sun Savings, SL Spain 100%
NTL LanBase, SL Spain 100%
B2 Bredband AB Sweden 34%
NTL Broadcast(Thailand) Ltd. Thailand 100%
Klesch Kabel Partners (II) LP Bermuda 100%
Nogenta Swedish Acquisition Holding BV Netherlands 100%
EXHIBIT D
TO
AMENDED JOINT REORGANIZATION PLAN OF
NTL INCORPORATED AND CERTAIN SUBSIDIARIES
DESCRIPTION OF NEW NTL COMMON STOCK
Description Of New NTL Common Stock
The principal terms of the New NTL Common Stock to be issued by
New NTL under the Plan shall be as follows:
Authorization: 600 million shares
Initial Issuance: 200 million fully-paid and non-assessable
shares (excluding shares issued in the
Offerings and upon exercise of the Series A
Warrants and the New NTL Management Incentive
Options)
Par Value: $0.01 per share
Voting Rights: One vote per share held of record on all
matters submitted to a vote of holders of New
NTL Common Stock
Dividends: Holders entitled to receive proportionately
such dividends as may from time to time be
declared by the board of directors of New NTL
in respect of shares of New NTL Common Stock
out of funds legally available for the payment
of dividends
Results On In the event of liquidation, dissolution or
Liquidation, winding-up, holders of shares of New NTL Common
Dissolution, Stock would be entitled to share
Or Winding-Up: proportionately in all of New NTL's assets
available for distribution after payment of D-1
liabilities and liquidation preference on any
outstanding preferred stock of New NTL
Preemption Rights None
And Redemption:
EXHIBIT E
TO
AMENDED JOINT REORGANIZATION PLAN OF
NTL INCORPORATED AND CERTAIN SUBSIDIARIES
SERIES A WARRANT AGREEMENT
[TO BE INCLUDED IN PLAN SUPPLEMENT]
EXHIBIT F
TO
AMENDED JOINT REORGANIZATION PLAN OF
NTL INCORPORATED AND CERTAIN SUBSIDIARIES
EQUITY RIGHTS OFFERING PROCEDURES
[TO BE INCLUDED IN THE PLAN SUPPLEMENT]
EXHIBIT G
TO
AMENDED JOINT REORGANIZATION PLAN OF
NTL INCORPORATED AND CERTAIN SUBSIDIARIES
NOTEHOLDER ELECTION OPTION PROCEDURES
[TO BE INCLUDED IN THE PLAN SUPPLEMENT]
EXHIBIT H
TO
AMENDED JOINT REORGANIZATION PLAN OF
NTL INCORPORATED AND CERTAIN SUBSIDIARIES
DESCRIPTION OF EUROCO COMMON STOCK
Description Of Euroco Common Stock
The principal terms of the Euroco Common Stock to be issued by Euroco under
the Plan shall be as follows:
Authorization: 60 million shares
Initial Issuance: 20 million fully-paid and non-assessable shares
(excluding shares issued upon exercise of the
Euroco Management Incentive Options)
Par Value: $0.01 per share
Voting Rights: One vote per share held of record on all
matters submitted to a vote of holders of
Euroco Common Stock
Dividends: Holders entitled to receive proportionately
such dividends as may from time to time be
declared by the board of directors of Euroco in
respect of Euroco Common Stock out of funds
legally available for the payment of dividends
Results On In the event of liquidation, dissolution or
Liquidation, winding-up, holders of shares of Euroco Common
Dissolution, Stock would be entitled to share
Or Winding-Up: proportionately in all of Euroco's assets
available for distribution after payment of
liabilities and liquidation preference on any
outstanding preferred stock of Euroco
Preemption Rights None
And Redemption:
EXHIBIT I
TO
AMENDED JOINT REORGANIZATION PLAN OF
NTL INCORPORATED AND CERTAIN SUBSIDIARIES
DESCRIPTION OF EUROCO PREFERRED STOCK
Description Of Euroco Preferred Stock
The principal terms of the Euroco Preferred Stock to be issued by
Euroco under the Plan shall be as follows:
Par Value: $0.01 per share
Aggregate Liquidation $250 million plus (i) Aggregate Investments,
Preference: (ii) Euroco Cash, and (iii) accrued and
unpaid dividends
Liquidation Preference $1,000, plus accrued and unpaid dividends
Per Share:
Dividend Rate: 10% per annum, payable when, as, and
if declared by the board of directors of
Euroco out of funds legally available for
the payment of such dividends and to the
extent not declared and paid on a
semiannual dividend payment date, shall
accrue on a semiannual basis and be payable
on a redemption date out of funds legally
available for the payment of dividends
Ranking: Senior to the Euroco Common Stock in
respect of dividends and amounts
distributable upon liquidation, dissolution
and winding up
Optional Redemption At liquidation preference, at any time
Rights:
Mandatory Redemption Twenty years and one week. Subject to earlier
Rights: redemption, at liquidation preference, in
whole or part, out of net proceeds from any
sale, transfer or monetization of assets of
Euroco, subject to funds legally available
for the payment of such redemption
Immediately after the Effective Date, the
board of directors of Euroco will elect to
redeem at least $25 million of Euroco
Preferred Stock, subject to funds legally
available for the payment of such
redemption
Conversion: None
Preemption: None
EXHIBIT J
TO
AMENDED JOINT REORGANIZATION PLAN OF
NTL INCORPORATED AND CERTAIN SUBSIDIARIES
TERMS OF SERIES A WARRANTS
Terms Of Series A Warrants
The principal terms of the Series A Warrants to be issued by New
NTL under the Plan shall be as follows:
Issuer: New NTL
Recipients: Series A Warrants (2,996,475) representing
1.13% of fully diluted shares (exclusive of New
NTL Management Incentive Options granted under
the New NTL Management Incentive Plan) issuable
to holders of Old Senior Preferred Stock
Interests
Series A Warrants (22,402,468) representing
8.45% of fully diluted shares (exclusive of New
NTL Management Incentive Options granted under
the New NTL Management Incentive Plan) issuable
to holders of Old Junior Preferred Stock
Interests
Series A Warrants (9,601,058) representing
3.62% of fully diluted shares (exclusive of New
NTL Management Incentive Options granted under
the New NTL Management Incentive Plan) issuable
to holders of Old Common Stock Interests
Series A Warrants (15,000,000) representing
5.66% of fully diluted shares (exclusive of New
NTL Management Incentive Options granted under
the New NTL Management Incentive Plan)
potentially issuable pursuant to the Offerings
Exercise Price: $77.47 per share of New NTL Common Stock, which
assumes 162.5% recovery by the holders of the
NTL CC Senior Notes, NTL CC Subordinated Notes,
and Diamond Cable Notes
Expiration Date: Eight years from the date of issuance
Adjustments: The number of shares to be received upon
exercise of Series A Warrants will be subject
to customary adjustment for stock splits, stock
dividends, reverse stock splits, stock
recapitalizations, and distributions of
property (other than cash) to holders of New
NTL Common Stock
Change Of Control: Cash Acquisition: In event of the acquisition
of New NTL in a transaction where the
consideration payable by the acquiror is all
cash, the following will apply:
(x)(i) If the transaction is announced within
one year of the Effective Date and the recovery
of NTL CC Senior Notes, NTL CC Subordinated
Notes and Diamond Cable Notes exceeds 70%; or
(ii) If the transaction is announced within two
years of the Effective Date and the recovery of
NTL CC Senior Notes, NTL CC Subordinated Notes
and Diamond Cable Notes exceeds 85%; or
(iii) If the transaction is announced within
three years of the Effective Date and the
recovery of NTL CC Senior Notes, NTL CC
Subordinated Notes and Diamond Cable Notes
exceeds 100%; and
(y) the acquiring entity (including any direct
or indirect shareholder that would constitute
an "affiliate" (under applicable securities
law) of such acquiring entity, the "Acquiror")
is a publicly traded entity, the Series A
Warrants would become warrants ("Acquiror
Warrants") of the Acquiror
Acquiror Warrants will (a) have an expiration
date identical to the expiration date of the
Series A Warrant, (b) have an exercise price
equal to the adjustment multiple multiplied by
the fair market value of the Acquiror's stock
(based on a 25 trading day average), and (c) be
exercisable for a number of shares of the
Acquiror's stock equal to the exercise price of
the Series A Warrant divided by the exercise
price of the Acquiror Warrant. "Adjustment
multiple" will equal the ratio of the exercise
price of the Series A Warrant to the cash
consideration received by the holders of New
NTL Common Stock in the acquisition
If the foregoing criteria are not met and a
cash acquisition is announced within the first
three years after the Effective Date, subject
to consummation of such cash acquisition, the
exercise price of the Series A Warrant will be
adjusted so as to become equal to 90% of the
per share value offered in the acquisition to
holders of New NTL Common Stock and the
acquisition will not be consummated until
warrant holders have had at least 20 business
days to exercise subsequent to such adjustment
Stock Acquisition: In the event of an
acquisition of New NTL for all stock, the
Series A Warrants would remain outstanding
(until the Expiration Date) and would be
exercisable into stock of the acquiror at the
exchange ratio in the transaction
Mixed Consideration: The parties will negotiate in good faith to
develop an appropriate methodology for
adjustment in these circumstances
Restrictions On Transfers only in compliance with applicable
Transfer: securities laws
Governing Law: New York
EXHIBIT K
TO
AMENDED JOINT REORGANIZATION PLAN OF
NTL INCORPORATED AND CERTAIN SUBSIDIARIES
NEW NTL REGISTRATION RIGHTS AGREEMENT
[TO BE INCLUDED IN PLAN SUPPLEMENT]
EXHIBIT L
TO
AMENDED JOINT REORGANIZATION PLAN OF
NTL INCORPORATED AND CERTAIN SUBSIDIARIES
EUROCO REGISTRATION RIGHTS AGREEMENT
[TO BE INCLUDED IN PLAN SUPPLEMENT]
EXHIBIT M
TO
AMENDED JOINT REORGANIZATION PLAN OF
NTL INCORPORATED AND CERTAIN SUBSIDIARIES
FORM OF EMPLOYMENT AGREEMENT
[TO BE INCLUDED IN PLAN SUPPLEMENT]
EXHIBIT N
TO
AMENDED JOINT REORGANIZATION PLAN OF
NTL INCORPORATED AND CERTAIN SUBSIDIARIES
NEW NTL RIGHTS AGREEMENT
[TO BE INCLUDED IN PLAN SUPPLEMENT]
EXHIBIT O
TO
AMENDED JOINT REORGANIZATION PLAN OF
NTL INCORPORATED AND CERTAIN SUBSIDIARIES
EUROCO RIGHTS AGREEMENT
[TO BE INCLUDED IN PLAN SUPPLEMENT]
EXHIBIT P
TO
AMENDED JOINT REORGANIZATION PLAN OF
NTL INCORPORATED AND CERTAIN SUBSIDIARIES
EFFECTUATING TRANSACTIONS
[TO BE INCLUDED IN PLAN SUPPLEMENT]