CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
NTL INCORPORATED
INTO
INTERNATIONAL CABLETEL INCORPORATED
_________________________________________________________
Pursuant to Sections 103 and 253 of the
General Corporation Law of the State of Delaware
_________________________________________________________
International CableTel Incorporated, a Delaware
corporation (the "Corporation"), does hereby certify:
FIRST: The Corporation is incorporated
pursuant to the General Corporation Law of the State of
Delaware.
SECOND: The Corporation owns 100% of the
outstanding shares of each class of the capital stock of
NTL Incorporated, a Delaware corporation (the
"Subsidiary").
THIRD: The Board of Directors of the
Corporation, by resolutions duly adopted at a meeting
held on March 11, 1997 (true and correct copies of which
are attached hereto as Exhibit A), has authorized the
merger of the Subsidiary with and into the Corporation
(the "Merger"). Such resolutions have not been modified
or rescinded and are in full force and effect on the date
hereof.
FOURTH: The Corporation shall be the surviving
corporation of the Merger (the "Surviving Corporation").
FIFTH: At the effective time of the Merger the
name of the Surviving Corporation shall be changed to NTL
Incorporated.
IN WITNESS WHEREOF, International CableTel
Incorporated has caused this Certificate of Ownership and
Merger to be executed in its corporate name this 26th day
of March, 1997.
INTERNATIONAL CABLETEL INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxxx
______________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Secretary
