-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RObEuncwZqpXINJ2GhJmolK7oPdY8dAAV5JrTH7+/i0lVYmkDzmP2nZh8GZoJyia rknlQ6L9Ru2SoblWEwpI3w== 0000895345-06-000507.txt : 20060523 0000895345-06-000507.hdr.sgml : 20060523 20060523150055 ACCESSION NUMBER: 0000895345-06-000507 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060518 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events FILED AS OF DATE: 20060523 DATE AS OF CHANGE: 20060523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NTL INC CENTRAL INDEX KEY: 0001270400 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 593778247 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50886 FILM NUMBER: 06861220 BUSINESS ADDRESS: STREET 1: 909 THIRD AVENUE STREET 2: SUITE 2863 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129068440 MAIL ADDRESS: STREET 1: 909 THIRD AVENUE STREET 2: SUITE 2863 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: TELEWEST GLOBAL INC DATE OF NAME CHANGE: 20031117 8-K 1 rm8k_ntlincorp.txt ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 18, 2006 NTL INCORPORATED (FORMERLY KNOWN AS TELEWEST GLOBAL, INC.) (Exact name of Registrant as specified in its charter) DELAWARE FILE NO. 000-50886 52-3778427 (State of Incorporation) (Commission File Number) (IRS Employer Identification No.) 909 THIRD AVENUE, SUITE 2863, NEW YORK, NEW YORK 10022 (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, including Area Code: (212) 906-8440 Former name or former address, if changed since last report Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ============================================================================== TABLE OF CONTENTS Item 1.01 Entry into a Material Definitive Agreement. Item 8.01 Other Items. SIGNATURES Exhibit 10.1 Form of Senior Facilities Amendment Letter Exhibit 10.2 Form of Bridge Facilities Amendment Letter Exhibit 99.1 Press Release dated May 23, 2006 Exhibit 99.2 Press Release dated May 19, 2006 ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. STOCKHOLDER APPROVAL OF THE NTL INCORPORATED 2006 STOCK INCENTIVE PLAN On May 18, 2006, the stockholders of NTL Incorporated (the "Company") approved the NTL Incorporated 2006 Stock Incentive Plan (the "SIP"). The terms of the SIP, which were disclosed in the Company's proxy statement filed with the Securities and Exchange Commission on April 18, 2006, had previously been approved and adopted, subject to stockholder approval, by the Company's Compensation Committee. AMENDMENTS TO SENIOR FACILITIES AGREEMENT AND BRIDGE FACILITIES AGREEMENT On May 22, 2006, the Company entered into amendments to its senior facilities agreement and bridge facilities agreement with, respectively, (i) Deutsche Bank AG, London Branch, in its capacity as facility agent for the lenders under the senior facilities agreement dated March 3, 2006 among the Company, Deutsche Bank AG, London Branch, J.P. Morgan Plc, The Royal Bank of Scotland and Goldman Sachs International as Bookrunners and Mandated Lead Arrangers and the other parties thereto (the "Senior Amendment Letter"), and (ii) J.P. Morgan Limited in its capacity as facility agent for the lenders under the bridge facilities agreement dated March 3, 2006 among the Company, Deutsche Bank AG, London Branch, J.P. Morgan Plc, The Royal Bank of Scotland and Goldman Sachs International as Bookrunners and the other parties thereto (the "Bridge Amendment Letter", and together with the Senior Amendment Letter, the "Amendment Letters"). The Company obtained the required majority bank group consent for the Amendment Letters. The primary purpose of the Amendment Letters is to allow the Company to implement an alternative financing structure involving new indebtedness of its UK group without the prior receipt of a ruling from the Internal Revenue Service ("IRS"). The Company had been seeking an IRS ruling to confirm that certain aspects of the group internal restructuring associated with the transaction does not give rise to U.S. federal income tax. After several meetings between representatives of the IRS and the Company's tax advisers, the Company has determined to proceed to implement this internal restructuring on the basis of legal opinions from its tax advisers and has withdrawn its ruling request. The foregoing discussion of the Amendment Letters is not complete and is qualified in its entirety by reference to the form of the Amendment Letters, copies of which are filed as Exhibit 10.1 and 10.2 hereto respectively and are incorporated herein by reference. A copy of the press release issued by the Company on May 23, 2006 concerning its implementation of the alternative finance structure is filed herewith as Exhibit 99.1 and incorporated herein by reference. ITEM 8.01 OTHER EVENTS. PAYMENT OF A QUARTERLY CASH DIVIDEND On May, 18, 2006, the Company's board of directors (the "Board") approved the payment of a quarterly cash dividend of $0.01 per share on June 20, 2006 to stockholders of record as of June 12, 2006. Future payments of regular quarterly dividends by the Company are in the Board's discretion and will be subject to the Company's future needs and uses of free cash flow, which could include investments in operations, the repayment of debt, and share repurchase programs. A copy of the press release issued by the Company on May 19, 2006 is filed herewith as Exhibit 99.2 and incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: May 23, 2006 NTL INCORPORATED By: /s/ Jacques D. Kerrest --------------------------- Jacques D. Kerrest Chief Financial Officer EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- 10.1 Form of Senior Facilities Amendment Letter 10.2 Form of Bridge Facilities Amendment Letter 99.1 Press Release dated May 23, 2006. 99.2 Press Release dated May 19, 2006. EX-10.1 2 ex10_1.txt Exhibit 10.1 [ON THE LETTERHEAD OF DEUTSCHE BANK AG, LONDON BRANCH] AMENDMENT LETTER To: NTL Investment Holdings Limited NTL Inc. NTL Dover LLC c/o NTL House Bartley Wood Business Park Hook Hampshire RG27 9UP Date: [o] May 2006 Dear Sirs, AMENDMENT LETTER We refer to a facilities agreement dated 3 March 2006 (as from time to time amended, varied, novated or supplemented, the "SENIOR FACILITIES AGREEMENT") and made between, NTL Incorporated (formerly known as Telewest Global, Inc.) as Ultimate Parent, NTL Cable plc as Parent, NTL Investment Holdings Limited, Telewest Communications Networks Limited and NTLIH Sub Limited as UK Borrowers, NTL Dover LLC as the US Borrower, Deutsche Bank AG, London Branch, J.P. Morgan Plc, The Royal Bank of Scotland Plc and Goldman Sachs International as Bookrunners and Mandated Lead Arrangers, Deutsche Bank AG, London Branch as Facility Agent, Deutsche Bank AG, London Branch as Security Trustee, GE Corporate Banking Europe SAS as Administrative Agent, Deutsche Bank AG, London Branch as Original L/C Bank and the financial and other institutions named in it as Lenders and B Facility Lenders. Save as defined in this Letter, words and expressions defined in the Senior Facilities Agreement shall have the same meanings when used in this Letter. In this Letter "FIRST AMENDMENT EFFECTIVE DATE" means the date upon which the Facility Agent notifies NTLIH that it has received a copy of this Letter duly countersigned by the Ultimate Parent, NTLIH and the US Borrower. 1. On and with effect from the First Amendment Effective Date: (a) each of the parties hereto confirm that this Letter constitutes a Finance Document for the purposes of the Senior Facilities Agreement (and for the avoidance of doubt, the Structure 2 Senior Facilities Agreement); (b) each of the Ultimate Parent, NTLIH and the US Borrower represent and warrant that it is a company duly organised and validly existing under the laws of its jurisdiction of incorporation with power to enter into this Letter and to exercise its rights and perform its obligations hereunder and all corporate and (subject to paragraphs (d) and (e) of the definition of Reservations) other action required to authorise its execution of this Letter and its performance of its obligations have been duly taken; and (c) NTLIH agrees pursuant to Clause 38.4 (Amendments and Waivers) of the Senior Facilities Agreement, to reimburse the Facility Agent promptly on demand for all reasonable out-of-pocket costs and expenses (together with VAT or any similar tax), including, without limitation, the reasonable fees and expenses of the Facility Agent's legal advisers, incurred in connection with the negotiation, preparation and execution of this Letter. 2. On and with effect from the First Amendment Effective Date, the parties agree that the Senior Facilities Agreement (and to the extent relevant, the Structure 2 Senior Facilities Agreement) shall be amended in accordance with the provisions set out in the Schedule (The Amendments) of this Letter. 3. The Obligors' Agent confirms, for and on behalf of itself and the other Guarantors, that on and after the First Amendment Effective Date the provisions of the guarantees contained in Clause 29 (Guarantee and Indemnity) of the Senior Facilities Agreement shall remain in full force and effect and shall apply equally to the obligations of NTLIH and the US Borrower in this Letter as if set out in full in this Letter save that references in the Senior Facilities Agreement to "this Agreement" shall be construed as references to the Senior Facilities Agreement as amended pursuant to this Letter. 4. The Facility Agent confirms that the consent of an Instructing Group has been obtained to the amendments to the Senior Facilities Agreement referred to in the Schedule (The Amendments) to this Letter. 5. Save as amended by this Letter, the provisions of the Senior Facilities Agreement shall continue in full force and effect and the Senior Facilities Agreement and this Letter shall be read and construed as one instrument. 6. On and with effect from the First Amendment Effective Date, references in the Senior Facilities Agreement (and for the avoidance of doubt, the Structure 2 Senior Facilities Agreement) to "this Agreement" shall, unless the context otherwise requires, be construed as references to the Senior Facilities Agreement (and Structure 2 Senior Facilities Agreement) as waived or amended by this Letter. 6. This Letter may be executed in counterparts each of which, when taken together, shall constitute one and the same agreement. 7. This Letter is governed by and shall be construed in accordance with English law and the provisions of Clause 48 (Jurisdiction) of the Senior Facilities Agreement shall be deemed to be incorporated in this Letter in full, mutatis mutandis, save that references to "this Agreement" shall be construed as references to the Senior Facilities Agreement as amended pursuant to this Letter. Please sign, date and return the enclosed copy of this Letter to signify your acceptance and acknowledgement of its terms and conditions. Yours faithfully For and on behalf of DEUTSCHE BANK AG, LONDON BRANCH as Facility Agent for and on behalf of itself and the other Finance Parties - ------------------------------- Authorised Signatory - ------------------------------- Authorised Signatory To: Deutsche Bank AG, London Branch, as Facility Agent for and on behalf of itself and the other Finance Parties We acknowledge receipt of your Letter of [ ] 2006 of which this is a copy and hereby confirm our acknowledgement and agreement to the terms and conditions stated in it. Yours faithfully For and on behalf of NTL INCORPORATED (FORMERLY KNOWN AS TELEWEST GLOBAL, INC.) as Ultimate Parent - ---------------------------------------- For and on behalf of NTL INVESTMENT HOLDINGS LIMITED as Borrower and Obligors' Agent for and on behalf of itself and the other Obligors - ---------------------------------------- For and on behalf of NTL DOVER LLC as US Borrower - ---------------------------------------- SCHEDULE THE AMENDMENTS 1. CLAUSE 1 (DEFINITIONS AND INTERPRETATION) OF THE SENIOR FACILITIES AGREEMENT (a) The following definitions shall be inserted in Clause 1 (Definitions and Interpretation) of the Senior Facilities Agreement and of the Structure 2 Senior Facilities Agreement, in each case, in alphabetical order: "FIRST AMENDMENT EFFECTIVE DATE" has the meaning given to it in an amendment letter dated [o] between the Ultimate Parent, NTLIH, the US Borrower and the Facility Agent. "STRUCTURING LONG-STOP DATE" means the 31 July 2006. "STRUCTURE 2 OPINIONS" means: (a) an opinion from a big four accounting firm; and (b) an opinion from an internationally recognized law firm, in each case: (i) substantially in the form approved by the Mandated Lead Arrangers prior to the issuance of any Structure Notice; (ii) issued on the date of the Structure Notice; and (iii) to the effect that (i) NTLIH's acquisition of NTL (UK) Group, Inc. shares from NTL (UK) Group, Inc. should not result for US federal income tax purposes in NTL (UK) Group, Inc., the Parent or NTLIH recognising income or gain, and (ii) NTLIH's acquisition of all the stock of Telewest UK in exchange for the NTL (UK) Group, Inc. shares should not result for US federal income tax purposes in the Ultimate Parent, any member of the Ultimate Parent's US consolidated federal tax group, NTL (UK) Group, Inc., the Parent or NTLIH recognising income or gain, in each case, pursuant to the implementation of the steps set out on the pages headed "Post Combination Restructuring - Second Alternative (Structure 2)" of the Steps Paper (including, at the Company's option, alternative Steps 6Y-10Y described therein)." (b) Paragraph (e) of the definition of "PERMITTED PAYMENTS" in Clause 1 (Definitions and Interpretation) of the Senior Facilities Agreement and of the Structure 2 Senior Facilities Agreement, shall be deleted in its entirety and replaced by the following: "(e) any payments made pursuant to and in accordance with the Tax Cooperation Agreement, provided that: (i) a copy of the certification or filings referred to in clause 5 of the Tax Cooperation Agreement, as the case may be, shall have been provided to the Facility Agent not less than five Business Days before such payment is to be made; and (ii) any payments made to any Holding Company of NTLIH for the purposes of settling any liabilities owed to the United States Internal Revenue Service which have arisen following delivery of a Structure Notice and implementation of the relevant steps set out in the Steps Paper, in reliance upon the Structure 2 Opinions: (A) at any time prior to and including 31 December 2009, shall not be made without the prior written consent of an Instructing Group; or (B) at any time on or after 1 January 2010, may be made in an amount not exceeding (pound)185 million from cash reserves of the Bank Group and in respect of any amount in excess of (pound)185 million from: (i) any Net Proceeds which is not required to be applied in or towards prepayment of the Outstandings pursuant to paragraph (a) of Clause 12.2 (Repayment from Net Proceeds); (ii) any Excess Cash Flow which is not required to be applied in or towards prepayment of the Outstandings pursuant to paragraph (a) of Clause 12.4 (Repayment from Excess Cash Flow); (iii) any Debt Proceeds which is not required to be applied in or towards prepayment of the Outstandings pursuant to paragraph (a) of Clause 12.5 (Repayment from Debt Proceeds); (iv) any Equity Proceeds which is not required to be applied in or towards prepayment of the Outstandings pursuant to paragraph (a) of Clause 12.6 (Repayment from Equity Proceeds); or (v) the proceeds of any Parent Intercompany Debt or the proceeds of any Equity Equivalent Funding, and provided always that immediately prior to and immediately after such payment, the Bank Group remains in compliance with the financial covenants set out in Clause 23.2 (Ratios) as applicable for the Quarter Date falling immediately prior to such payment and calculated on a pro forma basis after giving effect to such payment;" (c) The definition of "SHORT TERM NOTE" in Clause 1 (Definitions and Interpretation) of the Senior Facilities Agreement shall be deleted and replaced with the following: "SHORT TERM NOTE" means the notes to be issued by one or more Obligors to the US Borrower after the first utilisation of the B1 Facility hereunder". (d) The definition of "SHORT TERM NOTE" in Clause 1 (Definitions and Interpretation) of the Structure 2 Senior Facilities Agreement shall be deleted and replaced with the following: "SHORT TERM NOTE" means the notes to be issued by one or more Obligors to the US Borrower after the first utilisation of the B Facility or B1 Facility hereunder". (f) The definition of "STRUCTURING COMPLETION DATE" in Clause 1 (Definitions and Interpretation) of the Senior Facilities Agreement and of the Structure 2 Senior Facilities Agreement, shall be deleted and replaced with the following: "STRUCTURING COMPLETION DATE" means the date falling 10 Business Days after the Structuring Long-Stop Date". 2. CLAUSE 24.21 (STEPS PAPER) OF THE SENIOR FACILITIES AGREEMENT Clause 24.21 (Steps Paper) of the Senior Facilities Agreement shall be deleted and replaced in its entirety by the following: "24.21 STEPS PAPER The Ultimate Parent shall (and it shall procure that each member of the Group shall, as applicable) implement each of the steps required for the consummation of the Merger and reorganisation of the Group in accordance with the Steps Paper and in particular, without limitation to the foregoing provision: (a) to implement each of Steps 1 and 2 set out on the page headed "Combination of NTL and Telewest" of the Steps Paper, culminating in the structure set out on the page headed "Interim Structure After Step 2" such that all of those steps are completed on the Merger Closing Date, and thereafter: (i) if a negative IRS Ruling is obtained prior to the Structuring Long-Stop Date or the Company so elects, to implement each of Steps 3 to 8 (including, at the Company's option, the alternative Step 6x described therein) set out on the page headed "Post-Combination Restructuring - First Alternative (Structure 1)" of the Steps Paper, culminating in the structure set out on the page headed "First Alternative (Structure 1) - Final Structure (assumes Step 6)" or the structure set out on the page headed "Post-Combination Restructuring - Alternative Step 6x (Structure 1)", such that all such steps are completed on the same Business Day and in any event by no later than 10 Business Days after such negative IRS Ruling is received, or in the case of the Company's election, by no later than the Structuring Completion Date; (ii) if either a positive IRS Ruling or the Structure 2 Opinions are obtained prior to the Structuring Long-Stop Date, at the option of the Borrowers: (1) to deliver a Structure Notice and thereafter to implement each of Steps 3 to 10 (including, at the Company's option, alternative Steps 6Y-10Y described therein) set out on the pages headed "Post Combination Restructuring - Second Alternative (Structure 2)" of the Steps Paper, culminating in the structure set out on the page headed "Second Alternative (Structure 2) - Final Structure", such that all such steps are completed on the same Business Day and in any event, in the case of a positive IRS Ruling, by no later than 10 Business Days after such positive IRS Ruling is received or, in the case of a Structure 2 Opinion, by no later than the Structuring Completion Date; or (2) to implement each of Steps 3 to 8 (including, at the Company's option, the alternative Step 6x described therein) set out on the page headed "Post-Combination Restructuring - First Alternative (Structure 1)" of the Steps Paper, culminating in the structure set out on the page headed "First Alternative (Structure 1) - Final Structure (assumes Step 6)" or the structure set out on the page headed "Post-Combination Restructuring - Alternative Step 6x (Structure 1)", such that all such steps are completed on the same Business Day and in any event, in the case of a positive IRS Ruling, by no later than 10 Business Days after such positive IRS Ruling is received or, in the case of a Structure 2 Opinion, by no later than the Structuring Completion Date; and (iii) if a negative IRS Ruling, a positive IRS Ruling or either of the Structure 2 Opinions are not obtained prior to the Structuring Long-Stop Date, to implement each of Steps 3 to 8 (including, at the Company's option, the alternative Step 6x described therein) set out on the page headed "Post-Combination Restructuring - First Alternative (Structure 1)" of the Steps Paper, culminating in the structure set out on the page headed "First Alternative (Structure 1) - Final Structure (assumes Step 6)" or the structure set out on the page headed "Post-Combination Restructuring - Alternative Step 6x (Structure 1)", such that all such steps are completed on the same Business Day and in any event by no later than the Structuring Completion Date; (b) if the Baseball Effective Date occurs (and Step V1 and V2 described below can be implemented prior to the Structuring Completion Date), to implement each of the Steps V1 and V2 on the page headed "Acquisition of Virgin Mobile Pre-Restructuring", culminating in the structure set out on the page headed "After Virgin Mobile Pre-Restructuring", such that both of those steps are completed on the same Business Day, on a date falling not more than 15 days after the Baseball Effective Date; (c) if the Baseball Effective Date occurs after the Structuring Completion Date (or Steps V1 and V2 referred to above cannot be implemented before the Structuring Completion Date) and the provisions of either sub-paragraphs (a)(i), (a)(ii)(2) or (a)(iii) above have been implemented, to implement each of the Steps 0a and 0b on the page headed "Structure 1 Acquisition of Virgin Mobile", culminating in the structure set out on the page headed "Structure 1 Post Virgin Mobile Acquisition (assumes Step 6)" or the structure set out on the page headed "Structure 1 Post Virgin Mobile Acquisition (assumes Step 6x)", such that both of those steps are completed on the same Business Day, on a date falling not more than 15 days after the Baseball Effective Date; or (d) if the Baseball Effective Date occurs after the Structuring Completion Date (or Steps V1 and V2 referred to above cannot be implemented before the Structuring Completion Date) and the provision of sub-paragraph (a)(ii)(1) above has been implemented, to implement each of the Steps 0a and 0b on the page headed "Structure 2 Virgin Mobile Acquisition", culminating in the structure set out on the page headed "Structure 2 Post-Virgin Mobile Acquisition", such that both of those steps are completed on the same Business Day, on a date falling not more than 15 days after the Baseball Effective Date, in each case, with such amendments, variations or modifications as the Ultimate Parent shall deem necessary, provided that no such amendment, variation or modification could reasonably be expected to be materially adverse to the interests of the Lenders." 3. CLAUSE 25.19 (US BORROWER) OF THE SENIOR FACILITIES AGREEMENT Paragraph (a) of Clause 25.19 (US Borrower) of the Senior Facilities Agreement and the Structure 2 Senior Facilities Agreement shall be deleted in its entirety and replaced by the following: "(a) carry on any trade or business, other than the management of its own financial affairs and operations to the extent necessary in connection with the Finance Documents and the acquisition and ownership of the Notes, including without limitation, the opening and maintenance of bank accounts outside of the United Kingdom, the granting of loans or other credit, the borrowing of monies, the making of any distributions, and the payment of fees, costs, taxes and other charges properly incurred by it in the conduct of its operations from time to time, provided always that none of the foregoing activities shall render the US Borrower as resident for tax purposes in the United Kingdom;" 4. CLAUSE 37.2 (ASSIGNMENT OR TRANSFERS BY OBLIGORS) Clause 37.2 (Assignment or Transfers by Obligors) of the Senior Facilities Agreement and the Structure 2 Senior Facilities Agreement shall be deleted and replaced in its entirety by the following: "None of the rights, benefits and obligations of an Obligor under this Agreement shall be capable of being assigned or transferred and each Obligor undertakes not to seek to assign or transfer any of its rights, benefits and obligations under this Agreement other than, following not less than 10 Business Days prior consultation with the Facility Agent, an assignment or transfer to another Borrower provided that no Event of Default is continuing or would arise as a result of such assignment or transfer." EX-10.2 3 ex10_2.txt Exhibit 10.2 To: NTL Incorporated (the "ULTIMATE PARENT") for itself and as agent for each of the other Obligors party to the Bridge Facilities Agreement (as defined below) [o] May, 2006 Dear Sirs, AMENDMENT LETTER We refer to the Senior Bridge Facilities Agreement dated 3 March 2006 (as amended, varied, novated or supplemented from time to time, the "BRIDGE FACILITIES AGREEMENT") and entered into between, amongst others, NTL Incorporated (formerly Telewest Global, Inc.), as Ultimate Parent, Neptune Bridge Borrower LLC, as Initial Borrower, Deutsche Bank AG, London Branch, J.P. Morgan plc, The Royal Bank of Scotland Plc and Goldman Sachs International as Bookrunners, Deutsche Bank AG, London Branch, J.P. Morgan plc, The Royal Bank of Scotland Plc and Goldman Sachs International as Mandated Lead Arrangers, J.P. Morgan Europe Limited as Facility Agent and Security Trustee and the financial and other institutions party to it as Lenders. Terms defined in the Bridge Facilities Agreement have the same meaning when used in this letter (the "LETTER"). In this Letter, "AMENDMENT EFFECTIVE DATE" means the date upon which the Facility Agent notifies the Ultimate Parent that it has received a copy of this Letter duly countersigned by the Ultimate Parent. Any reference in this Letter to a Clause is, unless the context otherwise requires, to be construed as a reference to a Clause of the Bridge Facilities Agreement. 1. On and with effect from the Amendment Effective Date: (a) each of the parties hereto confirm that this Letter constitutes a Finance Document for the purposes of the Bridge Facilities Agreement (and for the avoidance of doubt, the Structure 2 Bridge Facilities Agreement); (b) the Ultimate Parent and NTL Holdings Inc. (as successor to the Initial Borrower) represent and warrant that each is a company duly organised and validly existing under the laws of its jurisdiction of incorporation with power to enter into this Letter and to exercise its rights and perform its obligations hereunder and all corporate and (subject to paragraphs (d) and (e) of the definition of Reservations) other action required to authorise its execution of this Letter and its performance of its obligations have been duly taken; and (c) the Ultimate Parent agrees to reimburse the Facility Agent promptly on demand for all reasonable out-of-pocket costs and expenses (together with VAT or any similar tax), including, without limitation, the reasonable fees and expenses of the Facility Agent's legal advisers, incurred in connection with the negotiation, preparation and execution of this Letter. 2. With effect from the Amendment Effective Date: (a) The following definitions shall be inserted in Clause 1 (Definitions and Interpretation) of the Bridge Facilities Agreement, in each case, in alphabetical order: "STRUCTURING LONG-STOP DATE" means the 31 July 2006. "STRUCTURE 2 OPINIONS" means: (a) an opinion from a big four accounting firm; and (b) an opinion from an internationally recognized law firm, in each case: (i) substantially in the form approved by the Mandated Lead Arrangers prior to the issuance of any Structure Notice; (ii) issued on the date of the Structure Notice; and (iii) to the effect that (i) NTLIH's acquisition of NTL (UK) Group, Inc. shares from NTL (UK) Group, Inc. should not result for US federal income tax purposes in NTL (UK) Group, Inc., the Parent or NTLIH recognising income or gain, and (ii) NTLIH's acquisition of all the stock of Telewest UK in exchange for the NTL (UK) Group, Inc. shares should not result for US federal income tax purposes in the Ultimate Parent, any member of the Ultimate Parent's US consolidated federal tax group, NTL (UK) Group, Inc., the Parent or NTLIH recognising income or gain, in each case, pursuant to the implementation of the steps set out on the pages headed "Post Combination Restructuring - Second Alternative (Structure 2)" of the Steps Paper (including, at the Company's option, alternative Steps 6Y-10Y described therein)." (b) The definition of "Short Term Note" in Clause 1 (Definitions and Interpretation) of the Bridge Facilities Agreement shall be deleted and replaced with the following: "SHORT TERM NOTE" shall have the meaning assigned to it by the Senior Facilities Agreement. (c) The definition of "Structuring Completion Date" in Clause 1 (Definitions and Interpretation) of the Bridge Facilities Agreement shall be deleted and replaced with the following: "STRUCTURING COMPLETION DATE" means the date falling 10 Business Days after the Structuring Long-Stop Date". 3. With effect from the Amendment Effective Date, Clause 19.21 (Steps Paper) of the Bridge Facilities Agreement shall be deleted and replaced in its entirety by the following: "19.21 STEPS PAPER The Ultimate Parent shall (and it shall procure that each member of the Group shall, as applicable) implement each of the steps required for the consummation of the Merger and reorganisation of the Group in accordance with the Steps Paper and in particular, without limitation to the foregoing provision: (a) to implement each of Steps 1 and 2 set out on the page headed "Combination of NTL and Telewest" of the Steps Paper, culminating in the structure set out on the page headed "Interim Structure After Step 2" such that all of those steps are completed on the Merger Closing Date, and thereafter: (i) if a negative IRS Ruling is obtained prior to the Structuring Long-Stop Date or the Ultimate Parent so elects, to implement each of Steps 3 to 8 (including, at the Ultimate Parent's option, the alternative Step 6x described therein) set out on the page headed "Post-Combination Restructuring - First Alternative (Structure 1)" of the Steps Paper, culminating in the structure set out on the page headed "First Alternative (Structure 1) - Final Structure (assumes Step 6)" or the structure set out on the page headed "Post-Combination Restructuring - Alternative Step 6x (Structure 1)", such that all such steps are completed on the same Business Day and in any event by no later than 10 Business Days after such negative IRS Ruling is received, or in the case of the Ultimate Parent's election, by no later than the Structuring Completion Date; (ii) if either a positive IRS Ruling or the Structure 2 Opinions are obtained prior to the Structuring Long-Stop Date, at the option of the Ultimate Parent: (1) to deliver a Structure Notice and thereafter to implement each of Steps 3 to 10 (including, at the Ultimate Parent's option, alternative Steps 6Y-10Y described therein) set out on the pages headed "Post Combination Restructuring - Second Alternative (Structure 2)" of the Steps Paper, culminating in the structure set out on the page headed "Second Alternative (Structure 2) - Final Structure", such that all such steps are completed on the same Business Day and in any event, in the case of a positive IRS Ruling, by no later than 10 Business Days after such positive IRS Ruling is received or, in the case of a Structure 2 Opinion, by no later than the Structuring Completion Date; or (2) to implement each of Steps 3 to 8 (including, at the Ultimate Parent's option, the alternative Step 6x described therein) set out on the page headed "Post-Combination Restructuring - First Alternative (Structure 1)" of the Steps Paper, culminating in the structure set out on the page headed "First Alternative (Structure 1) - Final Structure (assumes Step 6)" or the structure set out on the page headed "Post-Combination Restructuring - Alternative Step 6x (Structure 1)", such that all such steps are completed on the same Business Day and in any event, in the case of a positive IRS Ruling, by no later than 10 Business Days after such positive IRS Ruling is received or, in the case of a Structure 2 Opinion, by no later than the Structuring Completion Date; and (iii) if a negative IRS Ruling, a positive IRS Ruling or either of the Structure 2 Opinions are not obtained prior to the Structuring Long-Stop Date, to implement each of Steps 3 to 8 (including, at the Ultimate Parent's option, the alternative Step 6x described therein) set out on the page headed "Post-Combination Restructuring - First Alternative (Structure 1)" of the Steps Paper, culminating in the structure set out on the page headed "First Alternative (Structure 1) - Final Structure (assumes Step 6)" or the structure set out on the page headed "Post-Combination Restructuring - Alternative Step 6x (Structure 1)", such that all such steps are completed on the same Business Day and in any event by no later than the Structuring Completion Date; (b) if the Baseball Effective Date occurs (and Step V1 and V2 described below can be implemented prior to the Structuring Completion Date), to implement each of the Steps V1 and V2 on the page headed "Acquisition of Virgin Mobile Pre-Restructuring", culminating in the structure set out on the page headed "After Virgin Mobile Pre-Restructuring", such that both of those steps are completed on the same Business Day, on a date falling not more than 15 days after the Baseball Effective Date; (c) if the Baseball Effective Date occurs after the Structuring Completion Date (or Steps V1 and V2 referred to above cannot be implemented before the Structuring Completion Date) and the provisions of either sub-paragraphs (a)(i), (a)(ii)(2) or (a)(iii) above have been implemented, to implement each of the Steps 0a and 0b on the page headed "Structure 1 Acquisition of Virgin Mobile", culminating in the structure set out on the page headed "Structure 1 Post Virgin Mobile Acquisition (assumes Step 6)" or the structure set out on the page headed "Structure 1 Post Virgin Mobile Acquisition (assumes Step 6x)", such that both of those steps are completed on the same Business Day, on a date falling not more than 15 days after the Baseball Effective Date; or (d) if the Baseball Effective Date occurs after the Structuring Completion Date (or Steps V1 and V2 referred to above cannot be implemented before the Structuring Completion Date) and the provision of sub-paragraph (a)(ii)(1) above has been implemented, to implement each of the Steps 0a and 0b on the page headed "Structure 2 Virgin Mobile Acquisition", culminating in the structure set out on the page headed "Structure 2 Post Virgin Mobile Acquisition", such that both of those steps are completed on the same Business Day, on a date falling not more than 15 days after the Baseball Effective Date, in each case, with such amendments, variations or modifications as the Ultimate Parent shall deem necessary, provided that no such amendment, variation or modification could reasonably be expected to be materially adverse to the interests of the Lenders." 4. The Facility Agent confirms that the consent of an Instructing Group has been obtained to the amendments to the Bridge Facility Agreement referred to in this Letter. 5. Save as amended by this letter, the Finance Documents remain in full force and effect. 6. This letter may be signed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this letter. 7. This letter is governed by English law. Please sign and return the enclosed copy of this letter as acknowledgement of your agreement to the above. Yours faithfully, - ---------------------------------- For and on behalf of J.P. Morgan Europe Limited, as Facility Agent for the Lenders Name: Title: Accepted and agreed - ---------------------------------- For and on behalf of NTL Incorporated, for itself and as agent for each of the other Obligors. Name: Title: EX-99.1 4 ex99_1.txt Exhibit 99.1 NTL INCORPORATED NTL ANNOUNCES INTENTION TO REFINANCE (POUND)1.8 BILLION BRIDGE LOAN WITH FAVORABLE FINANCING STRUCTURE APPROXIMATE (POUND)30 TO (POUND)35 MILLION IN ANNUAL SAVINGS EFFICIENT STRUCTURE FOR DELEVERAGING THE COMPANY Hook, United Kingdom - 23 May 2006 - NTL Incorporated (NASDAQ-NTLI) today announced its intention to refinance its (pound)1.8 billion bridge facility with an alternative financING structure involving new indebtedness of its UK group. The bridge facility was incurred in connection with NTL's reverse acquisition of Telewest, which closed on 3 March 2006. NTL anticipates that the bridge facility will be refinanced through an additional tranche of senior debt of its subsidiary, NTL Investment Holdings Limited, and a bond offering by its subsidiary, NTL Cable plc. The new bonds would rank on a pari passu basis with NTL's existing bond indebtedness. NTL expects this refinancing to take place within the next thirty to sixty days. NTL estimates that the alternative financing structure will permit it to reduce its annual financing cost by (pound)30 million to (pound)35 million per year. More importantlY, the resulting capital structure will facilitate an efficient future deleveraging of the company at a U.K. group level. NTL had been seeking an Internal Revenue Service, or IRS, ruling to confirm that the group internal restructuring associated with the transaction does not give rise to U.S. federal income tax. After several meetings between representatives of the IRS and NTL's tax advisers, NTL has determined to proceed to implement this internal restructuring on the basis of advice from its tax advisers and has withdrawn its ruling request. The tax advisers have indicated to NTL that the transaction should not give rise to U.S. federal income tax. While NTL believes that the IRS should agree with the analysis and conclusions of its tax advisers, if the IRS were to disagree, and, if litigated, NTL's position were not sustained in court, NTL could potentially be subject to tax of 0% up to 35% of the amount so refinanced, plus interest, based on treating the transaction as giving rise to a deemed distribution. Such tax would depend upon the earnings and profits and tax basis of the companies involved in the restructuring. However, NTL believes that the likelihood of a highly adverse result is low and, in the event that NTL's views were challenged, it would defend its position vigorously. NTL does not anticipate showing a contingency reserve on its financial statements in respect of this matter. This decision only affects the taxation of NTL Incorporated, and in no event will the transaction be taxable to NTL's existing or future debt holders or stockholders. Contacts INVESTOR RELATIONS Vani Bassi: +44 (0) 20 7299 5353/ vani.bassi@ntl.com MEDIA (BUCHANAN) Richard Oldworth or Jeremy Garcia +44 (0) 20 7466 5000 About ntl Incorporated (NASDAQ: NTLI) * On 3 March 2006 ntl Incorporated completed a merger with Telewest Global, Inc. creating the UK's largest provider of residential broadband and the UK's leading provider of triple play services. The company operates under the name of ntl Incorporated. * ntl offers a wide range of communications and entertainment services to more than 5 million residential customers. ntl's networks can service more than 12 million homes - 50% of UK households - and 85% of UK businesses. * ntl's content division, Flextech Television provides television channels for the UK multichannel TV market and owns transactional channels price-drop TV, bid tv, speed auction tv and screenshop. Flextech owns 6 entertainment channels - LIVINGtv, LIVINGtv 2, Bravo, Challenge, Trouble, Ftn (plus their time shifted variants) and is a 50% partner in UKTV which consists of ten channels including UKTV Gold, UKTV Drama and UKTV History. Together Flextech and UKTV are the largest supplier of basic channels to the UK pay-TV market. * Further information about ntl and its products can be found at www.ntl.com, www.telewest.co.uk or www.flextech.co.uk "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Various statements contained in this announcement constitute "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995. Words like "believe," "anticipate," "should," "intend," "plan," "will," "expects," "estimates," "projects," "positioned," "strategy," and similar expressions identify these forward-looking statements, which involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements or industry results to be materially different from those contemplated, projected, forecasted, estimated or budgeted, whether expressed or implied, by these forward-looking statements. These factors include: (1) the failure to obtain and retain expected synergies from the merger with Telewest and the proposed transaction with Virgin Mobile; (2) rates of success in executing, managing and integrating key acquisitions, including the merger with Telewest and the proposed transaction with Virgin Mobile; (3) the ability to achieve business plans for the combined company; (4) the ability to manage and maintain key customer relationships; (5) the ability to fund debt service obligations through operating cash flow; (6) the ability to obtain additional financing in the future and react to competitive and technological changes; (7) the ability to comply with restrictive covenants in NTL's indebtedness agreements; (8) the ability to control customer churn; (9) the ability to compete with a range of other communications and content providers; (10) the effect of technological changes on NTL's businesses; (11) the functionality or market acceptance of new products that NTL may introduce; (12) possible losses in revenues due to systems failures; (13) the ability to maintain and upgrade NTL's networks in a cost-effective and timely manner; (14) the reliance on single-source suppliers for some equipment and software; (15) the ability to provide attractive programming at a reasonable cost; and (16) the extent to which NTL's future earnings will be sufficient to cover its fixed charges. These and other factors are discussed in more detail under "Risk Factors" and elsewhere in NTL's Form 10-K and NTL Holdings Inc.'s Form 10-K that were filed with the SEC on February 28, 2006 and March 1, 2006, respectively. We assume no obligation to update our forward-looking statements to reflect actual results, changes in assumptions or changes in factors affecting these statements. EX-99.2 5 ex99_2.txt Exhibit 99.2 NTL DECLARES INITIATION OF REGULAR QUARTERLY DIVIDEND London, England, May 19, 2006 - NTL Incorporated (NASDAQ: NTLI) today announces that the Board of Directors of the Company has approved the payment of a quarterly cash dividend of $0.01 per share of the Company's Common Stock. The first payment will be made on June 20, 2006 to stockholders of record as of June 12, 2006. Jim Mooney, Chairman of NTL said, "We are pleased to announce NTL's initiation of a regular quarterly dividend. This is a symbolic action to reflect the strong cash flow growth opportunities within our business, which together with our capital structure, gives us future flexibility to drive value and return cash to our shareholders ." While NTL intends to pay regular quarterly dividends pursuant to its new dividend policy, all subsequent dividends will be declared by the NTL Board of Directors at its discretion. Future dividend payments and their amounts will take into account future needs and uses of free cash flow, which could include investments in operations, the repayment of debt, and share repurchase programs, among other uses. Contacts INVESTOR RELATIONS Richard Williams: +44 20 7299 5479 / Richard.williams@ntl.com Vani Bassi: +44 20 7299 5353 / vani.bassi@ntl.com MEDIA (BUCHANANS) Richard Oldworth or Jeremy Garcia: + 44 20 7466 5000 "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Various statements contained in this document constitute "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995. Words like "believe," "anticipate," "should," "intend," "plan," "will," "expects," "estimates," "projects," "positioned," "strategy," and similar expressions identify these forward-looking statements, which involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements or industry results to be materially different from those contemplated, projected, forecasted, estimated or budgeted, whether expressed or implied, by these forward-looking statements. These factors include: (1) the failure to obtain and retain expected synergies from the merger with Telewest and the proposed transaction with Virgin Mobile; (2) rates of success in executing, managing and integrating key acquisitions, including the merger with Telewest and the proposed transaction with Virgin Mobile; (3) the ability to achieve business plans for the combined company; (4) the ability to manage and maintain key customer relationships; (5) the ability to fund debt service obligations through operating cash flow; (6) the ability to obtain additional financing in the future and react to competitive and technological changes; (7) the ability to comply with restrictive covenants in NTL's indebtedness agreements; (8) the ability to control customer churn; (9) the ability to compete with a range of other communications and content providers; (10) the effect of technological changes on NTL's businesses; (11) the functionality or market acceptance of new products that NTL may introduce; (12) possible losses in revenues due to systems failures; (13) the ability to maintain and upgrade NTL's networks in a cost-effective and timely manner; (14) the reliance on single-source suppliers for some equipment and software; (15) the ability to provide attractive programming at a reasonable cost; and (16) the extent to which NTL's future earnings will be sufficient to cover its fixed charges. These and other factors are discussed in more detail under "Risk Factors" and elsewhere in NTL's Form 10-K and NTL Holdings Inc.'s Form 10-K that were filed with the SEC on February 28, 2006 and March 1, 2006, respectively. We assume no obligation to update our forward-looking statements to reflect actual results, changes in assumptions or changes in factors affecting these statements. -----END PRIVACY-ENHANCED MESSAGE-----