NYNEX CableComms Group PLC
NYNEX CableComms Group Inc.
The Xxxxxxxx Xxxxx
Xxxxx Xxxx
Xxxxxxxx
Xxxxxx XX0 0XX
Xxxxx 00, 0000
XXXXX Corporation
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxx
Re: D&O Insurance - NYNEX Cablecomms
Dear Ms. Crystal:
This Letter Agreement is to memorialize the terms of our agreement with
respect to certain insurance coverage of the directors and officers of NYNEX
Cablecomms Group PLC and NYNEX Cablecomms Group Inc. (collectively, "NYNEX
CableComms") following the date of consummation (the "Closing Date") of
transactions contemplated by the tender offer made by Cable & Wireless
Communications plc ("CWC") as set forth in the Offers to Purchase/Prospectus,
dated March 21, 1997, included in CWC's Registration Statement on Form F-4.
The directors and officers of NYNEX CableComms are currently insured
against certain costs, charges and expenses in connection with Claims as
provided in NYNEX Corporation's ("NYNEX") Directors and Officers and Company
Reimbursement Indemnity Policy (Lloyd's Policy No. 757/FD 960092), dated August
22, 1996 (the "Policy"). The Policy provides that such insurance will cover the
directors and officers of NYNEX CableComms for Claims made prior to the
expiration of the Policy, or continuous renewals thereof, arising out of
Wrongful Acts committed or allegedly committed prior to the time NYNEX
CableComms ceased to be a Subsidiary of NYNEX (i.e., the Closing Date). The
Policy, by its terms, will expire on May 1, 1997.
In order to ensure that the directors and officers of NYNEX Cablecomms will
have continuing insurance coverage against Claims made in their capacity as
directors and officers of NYNEX CableComms for actions taken to the Closing Date
(as currently provided in the Policy), NYNEX has agreed to either (i) renew the
Policy in its current form so that insurance coverage will continue with respect
to Claims arising out of
Wrongful Acts committed or allegedly committed prior to the Closing Date for a
period of not less than three years from the Closing Date or (ii) provide the
officers and directors of NYNEX CableComms with a "run off policy" providing
substantially the same insurance coverage as would be provided in the Policy if
it were renewed for a period of not less than three years from the Closing Date.
In the event the proposed merger between Xxxx Atlantic Corporation and NYNEX is
consummated prior to the third anniversary of the Closing Date, NYNEX will take
such action as may be required to ensure that the directors and officers of
NYNEX CableComms will continue to be insured to the extent contemplated by this
paragraph, without interruption.
Unless otherwise defined, the capitalized terms used in this Letter
Agreement shall have the meanings given to them in the Policy.
If this Letter Agreement sets forth your understanding with respect to the
foregoing, please execute the enclosed counterpart in the space set forth below.
Very truly yours,
NYNEX CABLECOMMS GROUP PLC
By: /s/ Xxxx X. Xxxx
---------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Legal and Regulatory
Officer and Company Secretary
NYNEX CABLECOMMS GROUP INC.
By: /s/ Xxxx X. Xxxx
---------------------------------------
Name: Xxxx X. Xxxx
Title: Chief Legal and Regulatory
Officer and Company Secretary
Accepted and agreed
as of the first date
written above:
NYNEX CORPORATION
By:/s/ Xxxx Xxxxxxx
----------------------------------
Name: Xxxx Xxxxxxx
Title: Casualty Risk Manager
2
