Exhibit 2.1
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF AMALGAMATION
Amendment No. 1 dated as of May 28, 1998 (the "Amendment") to
the Agreement and Plan of Amalgamation dated as of February 4, 1998 (the
"Amalgamation Agreement") among NTL Incorporated ("NTL"), NTL (Bermuda)
Limited ("Sub") and Comcast UK Cable Partners Limited ("Partners").
W I T N E S S E T H:
WHEREAS, on February 4, 1998, the parties hereto entered into
the Amalgamation Agreement; and
WHEREAS, the parties hereto now desire to amend certain
provisions of the Amalgamation Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Section 7.1(b)(i) of the Amalgamation Agreement is hereby
amended in its entirety to read as follows:
(i) if the Amalgamation shall not have been consummated
by October 5, 1998 (the "End Date"), provided, however, that (x)
if there shall occur at any time subsequent to August 4, 1998 and
prior to October 5, 1998 any Restraint prohibiting, delaying or
restricting the Partners Stockholders Meeting, the voting of
shares by Comcast Corporation in favor of the Amalgamation or the
consummation of the Amalgamation, the End Date shall be extended
to December 4, 1998, (y) if, as of October 5, 1998, the Required
Consents of the bondholders of Partners shall not have been
obtained, the End Date shall be extended to December 4, 1998, and
(z) the right to terminate this Agreement pursuant to this Section
7.1(b)(i) shall not be available to any party whose failure to
perform any of its obligations under this Agreement results in the
failure of the Amalgamation to be consummated by such time;
provided, however, that this Agreement may be extended not more
than 30 days (but in no event to a date later than November 4,
1998) by either party by written notice to the other party if the
Amalgamation shall not have been consummated as a direct result of
NTL or Partners having failed to receive all regulatory approvals
required to be obtained with respect to the Amalgamation.
2. Unless otherwise specifically defined herein, each term used
herein which is defined in the Amalgamation Agreement shall have the meaning
assigned to such term in the Amalgamation Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each similar reference contained in
the Amalgamation Agreement shall from and after the date hereof refer to the
Amalgamation Agreement as amended hereby.
3. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to the
principles of conflict of laws thereof.
4. This Amendment may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. This Amendment shall become
effective as of the date hereof.
5. Except as amended hereby, all of the terms of the Amalgamation
Agreement shall remain and continue in full force and effect and are hereby
confirmed in all respects.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of
the day and year first above written.
NTL INCORPORATED
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Managing Director,
Corporate Development
NTL (BERMUDA) LIMITED
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
COMCAST UK CABLE PARTNERS LIMITED
By: /s/ Xxx Xxxxxxxxxxx
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Name: Xxx Xxxxxxxxxxx
Title: Vice President, Finance
