<PAGE>   1
                                                                     EXHIBIT 4.3



                                                                  EXECUTION COPY

--------------------------------------------------------------------------------







                            NTL COMMUNICATIONS CORP.




                                EURO210,000,000



                  11 1/2% SENIOR DEFERRED COUPON NOTES DUE 2009


                         ------------------------------





                                    INDENTURE


                          Dated as of November 24, 1999


                         ------------------------------





                            ------------------------

                            The Chase Manhattan Bank


                                     Trustee

                            ------------------------


--------------------------------------------------------------------------------
<PAGE>   2

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

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<S>                                                                                                              <C>
ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE.............................................................1
   Section 1.01      Definitions..................................................................................1
   Section 1.02      Other Definitions...........................................................................13
   Section 1.03      Incorporation by Reference of Trust Indenture Act...........................................14
   Section 1.04      Rules of Construction.......................................................................14

ARTICLE II. THE NOTES............................................................................................15
   Section 2.01      Form and Dating.............................................................................15
   Section 1.02      Execution and Authentication................................................................17
   Section 1.03      Registrar and Paying Agent..................................................................17
   Section 1.04      Paying Agent to Hold Money in Trust.........................................................18
   Section 1.05      Holder Lists................................................................................18
   Section 1.06      Transfer and Exchange.......................................................................18
   Section 1.07      Replacement Notes...........................................................................23
   Section 1.08      Outstanding Notes...........................................................................23
   Section 1.09      Treasury Notes..............................................................................23
   Section 1.10      Temporary Notes; Global Notes...............................................................23
   Section 1.11      Cancellation................................................................................24
   Section 1.12      Defaulted Interest..........................................................................24

ARTICLE II. REDEMPTION...........................................................................................25
   Section 2.01      Notices to Trustee..........................................................................25
   Section 2.02      Selection of Notes to Be Redeemed...........................................................25
   Section 2.03      Notice of Redemption........................................................................25
   Section 2.04      Effect of Notice of Redemption..............................................................26
   Section 2.05      Deposit of Redemption Price.................................................................26
   Section 2.06      Notes Redeemed in Part......................................................................26
   Section 2.07      Optional Redemption and Optional Tax Redemption.............................................26
   Section 2.08      Mandatory Redemption........................................................................26
   Section 2.09      Asset Sale Offer and Purchase Offer.........................................................26

ARTICLE III. COVENANTS...........................................................................................29
   Section 3.01      Payment of Notes............................................................................29
   Section 3.02      Reports.....................................................................................29
   Section 3.03      Compliance Certificate......................................................................29
   Section 3.04      Stay, Extension and Usury Laws..............................................................30
   Section 3.05      Corporate Existence.........................................................................30
   Section 3.06      Taxes.......................................................................................30
   Section 3.07      Limitations on Liens........................................................................30
   Section 3.08      Incurrence Of Indebtedness And Issuance Of Preferred Stock..................................31
   Section 3.09      Restricted Payments.........................................................................33
   Section 3.10      Asset Sales.................................................................................35
   Section 3.11      Transactions with Affiliates................................................................37
   Section 3.12      Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries..................38
   Section 3.13      Change of Control...........................................................................40
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<S>                                                                                                              <C>
   Section 3.14      Payment of Additional Amounts...............................................................40

ARTICLE IV. SUCCESSORS...........................................................................................40
   Section 4.01      Merger, Consolidation or Sale of Assets.....................................................40
   Section 4.02      Successor Corporation Substituted...........................................................41

ARTICLE V. DEFAULTS AND REMEDIES.................................................................................41
   Section 5.01      Events of Default...........................................................................41
   Section 5.02      Acceleration................................................................................43
   Section 5.03      Other Remedies..............................................................................44
   Section 5.04      Waiver of Past Defaults.....................................................................44
   Section 5.05      Control by majority.........................................................................44
   Section 5.06      Limitation on Suits.........................................................................44
   Section 5.07      Rights of Holders to Receive Payment........................................................45
   Section 5.08      Collection Suit by Trustee..................................................................45
   Section 5.09      Trustee May File Proofs of Claim............................................................45
   Section 5.10      Priorities..................................................................................45
   Section 5.11      Undertaking for Costs.......................................................................45

ARTICLE VI. TRUSTEE..............................................................................................46
   Section 6.01      Duties of Trustee...........................................................................46
   Section 6.02      Rights of Trustee...........................................................................46
   Section 6.03      Individual Rights of Trustee................................................................47
   Section 6.04      Trustee's Disclaimer........................................................................47
   Section 6.05      Notice of Defaults..........................................................................47
   Section 6.06      Reports by Trustee to Holders...............................................................47
   Section 6.07      Compensation and Indemnity..................................................................47
   Section 6.08      Replacement of Trustee......................................................................48
   Section 6.09      Successor Trustee by Merger, Etc............................................................49
   Section 6.10      Eligibility; Disqualification...............................................................49
   Section 6.11      Preferential Collection of Claims Against Company...........................................50

ARTICLE VII. DISCHARGE OF INDENTURE..............................................................................50
   Section 7.01      Termination of Company's Obligations........................................................50
   Section 7.02      Option to Effect Defeasance.................................................................50
   Section 7.03      Application of Trust Money..................................................................51
   Section 7.04      Repayment to Company........................................................................51
   Section 7.05      Reinstatement...............................................................................52

ARTICLE VIII. AMENDMENTS, SUPPLEMENTS AND WAIVERS................................................................52
   Section 8.01      Without Consent of Holders..................................................................52
   Section 8.02      With Consent of Holders.....................................................................52
   Section 8.03      Compliance with Trust Indenture Act.........................................................53
   Section 8.04      Revocation and Effect of Consents...........................................................53
   Section 8.05      Notation on or Exchange of Notes............................................................54
   Section 8.06      Trustee Protected...........................................................................54

ARTICLE IX. MISCELLANEOUS........................................................................................54
   Section 9.01      Trust Indenture Act Controls................................................................54
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<S>                                                                                                              <C>
   Section 9.02      Notices.....................................................................................54
   Section 9.03      Communication by Holders with Other Holders.................................................55
   Section 9.04      Certificate and Opinion as to Conditions Precedent..........................................55
   Section 9.05      Statements Required in Certificate or Opinion...............................................55
   Section 9.06      Rules by Trustee and Agents.................................................................55
   Section 9.07      Legal Holidays..............................................................................55
   Section 9.08      No Recourse Against Others..................................................................56
   Section 9.09      Counterparts and Facsimile Signatures.......................................................56
   Section 9.10      Variable Provisions.........................................................................56
   Section 9.11      Governing Law...............................................................................56
   Section 9.12      Rights of the Registrar and Paying Agent....................................................57
   Section 9.13      No Adverse Interpretation of Other Agreements...............................................57
   Section 9.14      Successors..................................................................................57
   Section 9.15      Severability................................................................................57
   Section 9.16      Table of Contents, Headings, Etc............................................................57
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                                      iii
<PAGE>   5

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture Act Section                                 Indenture Section

<S>                                                                <C>
310(a)(1)..........................................................7.10
(a)(2).............................................................7.10
(a)(3).............................................................N.A.
(a)(4).............................................................N.A.
(a)(5).............................................................7.10
(b)   .............................................................7.08
                                                                   7.10
(c)  ..............................................................N.A.
311(a).............................................................7.11
(b)  ..............................................................7.11
(c)  ..............................................................N.A.
312(a).............................................................2.05
(b)  ..............................................................10.03
(c)  ..............................................................10.03
313(a).............................................................7.06
(b)(1).............................................................N.A.
(b)(2).............................................................7.06
(c)  ..............................................................7.06
(d)  ..............................................................7.06
314(a).............................................................4.02
                                                                   4.03
(b)  ..............................................................N.A.
(c)(1).............................................................10.04
(c)(2).............................................................10.04
(c)(3).............................................................N.A.
(d)  ..............................................................N.A.
(e)  ..............................................................N.A.
(f)  ..............................................................N.A.
315(a).............................................................7.01(b)
(b)  ..............................................................7.05
(c)  ..............................................................7.01(a)
(d)  ..............................................................7.01(c)
(e)  ..............................................................6.11
316(a)(last sentence)..............................................2.09
(a)(1)(A)..........................................................6.05
(a)(1)(B)..........................................................6.04
(a)(2).............................................................N.A.
(b)  ..............................................................6.07
(c)  ..............................................................9.04
317(a)(1)..........................................................6.08
(a)(2).............................................................6.09
(b)  ..............................................................2.04
318(a).............................................................N.A.
</TABLE>

N.A. means not applicable.

*This Cross-Reference Table is not part of the Indenture.


                                       iv

<PAGE>   6

         INDENTURE, dated as of November 24, 1999, between NTL Communications
Corp., a Delaware corporation (the "COMPANY"), and The Chase Manhattan Bank, a
New York corporation, as trustee (the "TRUSTEE").

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders (as defined in Section 1.01) of the
Company's 11 1/2% Senior Deferred Coupon Notes due 2009 (the "INITIAL NOTES")
and, if and when issued in exchange for Initial Notes, the Company's 11 1/2%
Series B Senior Deferred Coupon Notes due 2009 (the "EXCHANGE NOTES" and,
together with the Initial Notes, the "NOTES"):

                                   ARTICLE I.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01      DEFINITIONS.

         "1999 9 3/4% NOTES" means the Company's 9 3/4% Senior Deferred Coupon
Notes due 2009 and the Company's 9 3/4% Series B Senior Deferred Coupon Notes
due 2009.

         "2006 NOTES" means the Company's 9 1/4% Senior Notes due 2006 and the
Company's 9 1/4% Series B Senior Notes due 2006.

         "2009 NOTES" means the Company's 9 7/8% Senior Notes due 2009 and the
Company's 9 7/8 % Series B Senior Notes due 2009.

         "9 1/2% NOTES" means the Company's 9 1/2% Senior Notes due 2008 and the
Company's 9 1/2% Series B Senior Notes due 2008.

         "9 3/4% NOTES" means the Company's 9 3/4% Senior Deferred Coupon Notes
due 2008 and the Company's 9 3/4% Series B Senior Deferred Coupon Notes due
2008.

         "10% NOTES" means the Company's 10% Series B Senior Notes due 2007.

         "10 3/4% NOTES" means the Company's 10 3/4% Senior Deferred Coupon
Notes due 2008 and the Company's 10 3/4% Series B Senior Deferred Coupon Notes
due 2008.

         "11 1/2% DEFERRED COUPON NOTES" means the Company's 11 1/2% Series B
Senior Deferred Coupon Notes due 2006.

         "11 1/2% NOTES" means the Company's 11 1/2% Senior Notes due 2008 and
the Company's 11 1/2% Series B Senior Notes due 2008.

         "12 3/4% NOTES" means the Company's 12 3/4% Series A Senior Deferred
Coupon Notes due 2005.

         "12M% NOTES" means the Company's 12 3/8% Series B Senior Deferred
Coupon Notes due 2008.

         "ACCRETED VALUE" means, as of any date of determination prior to
November 15, 2004, with respect to any Note, the sum of (a) the initial offering
price (which is euro573.33 per euro1000.00 principal amount at maturity of the
Notes) of such Note, and (b) the portion of the excess of the principal amount
of such Note over such initial offering price which shall have been accreted
thereon through such date, such amount to be so accreted on a daily basis at a
rate of 11 1/2% per annum of the initial offering price of such Note compounded
semiannually on each May 15 and November 15 from the date of issuance of the
Note through the date of determination, computed on the basis of a 360-day year
of twelve 30-day months.

<PAGE>   7

         "ACQUIRED DEBT" means, with respect to any specified Person,
Indebtedness of any other Person (the "Acquired Person") existing at the time
such Acquired Person merged with or into or became a Subsidiary of such
specified Person, including Indebtedness incurred in connection with, or in
contemplation of, such Acquired Person merging with or into or becoming a
Subsidiary of such specified Person.

         "ACQUIRED PERSON" has the meaning specified in the definition of
Acquired Debt.

         "ADDITIONAL NOTES" means up to euro65,000,000 in aggregate principal
amount at maturity of Notes (other than the Initial Notes) issued under this
Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the same
series as the Initial Notes.

         "ADJUSTED TOTAL ASSETS" means the total amount of assets of the Company
and its Restricted Subsidiaries (including the amount of any Investment in any
Non-Restricted Subsidiary), except to the extent resulting from write-ups of
assets (other than write-ups in connection with accounting for acquisitions in
conformity with GAAP), after deducting therefrom (i) all current liabilities of
the Company and its Restricted Subsidiaries, and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles, all as calculated in conformity with GAAP. For purposes of this
Adjusted Total Assets definition, (a) assets shall be calculated less applicable
accumulated depreciation, accumulated amortization and other valuation reserves,
and (b) all calculations shall exclude all intercompany items.

         "ADJUSTED TOTAL CONTROLLED ASSETS" means the total amount of assets of
the Company and its Cable Controlled Subsidiaries, except to the extent
resulting from write-ups of assets (other than write-ups in connection with
accounting for acquisitions in conformity with GAAP), after deducting therefrom
(i) all current liabilities of the Company and such Cable Controlled
Subsidiaries; and (ii) all goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangibles of the Company
and such Restricted Subsidiaries, all as calculated in conformity with GAAP;
provided that Adjusted Total Controlled Assets shall be reduced (to the extent
not otherwise reduced in accordance with GAAP) by an amount equal to the
aggregate amount of all Investments of the Company or any such Cable Controlled
Subsidiaries in any Person other than a Cable Controlled Subsidiary, except Cash
Equivalents. For purposes of this Adjusted Total Controlled Assets definition,
(a) assets shall be calculated less applicable accumulated depreciation,
accumulated amortization and other valuation reserves, and (b) all calculations
shall exclude all intercompany items.

         "AFFILIATE" of any specified Person means any other Person directly
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided, however,
that beneficial ownership of 10% or more of the voting securities of a Person
shall be deemed to be control.

         "AGENT" means any Registrar or Paying Agent.

         "ANNUALIZED PRO FORMA EBITDA" means, with respect to any Person, such
Person's Pro Forma EBITDA for the latest fiscal quarter multiplied by four.

         "ASSET SALE" means (i) any sale, lease, transfer, conveyance or other
disposition of any assets (including by way of a sale-and-leaseback) other than
the sale or transfer of inventory or goods held for sale in the ordinary course
of business (provided that the sale, lease, transfer, conveyance or other


                                       2

<PAGE>   8


disposition of all or substantially all of the assets of the Company shall be
governed by Section 4.13 or 5.01 hereof) or (ii) any issuance, sale, lease,
transfer, conveyance or other disposition of any Equity Interests of any of the
Company's Restricted Subsidiaries to any Person; in either case other than (A)
to (w) the Company, (x) any Wholly Owned Subsidiary, or (y) any Subsidiary which
is a Subsidiary of the Company on the Issuance Date provided that at the time of
and after giving effect to such issuance, sale, lease, transfer, conveyance or
other disposition to such Subsidiary, the Company's ownership percentage in such
Subsidiary is equal to or greater than such percentage on the Issuance Date or
(B) the issuance, sale, transfer, conveyance or other disposition of Equity
Interests of a Subsidiary in exchange for capital contributions made on a pro
rata basis by the holders of the Equity Interests of such Subsidiary.

         "BOARD OF DIRECTORS" means the Board of Directors of the Company or any
authorized committee of the Board.

         "BUSINESS DAY" means any day that is not a Legal Holiday.

         "CABLE ASSETS" means tangible or intangible assets, licenses
(including, without limitation, Licenses) and computer software used in
connection with a Cable Business.

         "CABLE BUSINESS" means (i) any Person directly or indirectly operating,
or owning a license to operate, a cable and/or television and/or telephone
and/or telecommunications system or service principally within the United
Kingdom and/or the Republic of Ireland and (ii) any Cable Related Business.

         "CABLE CONTROLLED PROPERTY" means a Cable Controlled Subsidiary or a
Cable Asset held by a Cable Controlled Subsidiary.

         "CABLE CONTROLLED SUBSIDIARY" means any Restricted Subsidiary that is
primarily engaged, directly or indirectly, in one or more Cable Businesses.

         "CABLE RELATED BUSINESS" means a Person which directly or indirectly
owns or provides a service or product used in a Cable Business, including,
without limitation, any television programming, production and/or licensing
business or any programming guide or telephone directory business or content or
software related thereto.

         "CAPITAL STOCK" means any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock, including,
without limitation, partnership interests.

         "CAPITAL STOCK SALE PROCEEDS" means the aggregate net sale proceeds
(including from the sale of any property received for the Capital Stock or the
fair market value of such property, as determined by an independent appraisal
firm) received by the Company or any Subsidiary of the Company from the issue or
sale (other than to a Subsidiary) by the Company of any class of its Capital
Stock after October 14, 1993 (including Capital Stock of the Company issued
after October 14, 1993 upon conversion of or in exchange for other securities of
the Company).

         "CASH EQUIVALENTS" means (i) Permitted Currency, (ii) securities issued
or directly and fully guaranteed or insured by the United States government, a
European Union member government or any agency or instrumentality thereof having
maturities of not more than six months and two days from the date of
acquisition, (iii) certificates of deposit and eurodollar time deposits with
maturities of six months or less from the date of acquisition, bankers'
acceptances with maturities not exceeding six months and overnight bank
deposits, in each case with any commercial bank(s) domiciled in the United
States, the United Kingdom, the Republic of Ireland or any other European Union
member having capital and

                                       3

<PAGE>   9


surplus in excess of $500.0 million, (iv) repurchase obligations with a term of
not more than seven days for underlying securities of the types
described in clauses (ii) and (iii) entered into with any financial
institution meeting the qualifications specified in clause (iii) above,
(v) commercial paper rated P-1 or the equivalent thereof by Moody's or
A-1 or the equivalent thereof by S & P and in each case maturing within
six months and two days after the date of acquisition and (vi) money
market funds at least 95% of the assets of which constitute Cash
Equivalents of the kinds described in clauses (i)-(v) of this
definition.

         "CEDEL" means Cedelbank, S.A.

         "CHANGE OF CONTROL" means (i) the sale, lease or transfer of all or
substantially all of the assets of the Company to any "Person" or "group"
(within the meaning of Sections 13(d)(3) and 14(d)(2) of the Exchange Act or any
successor provision to either of the foregoing, including any group acting for
the purpose of acquiring, holding or disposing of securities within the meaning
of Rule 13d-5(b)(1) under the Exchange Act) (other than any Permitted Holder),
(ii) the approval by the requisite stockholders of the Company of a plan of
liquidation or dissolution of the Company, (iii) any "Person" or "group" (within
the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act or any successor
provision to either of the foregoing, including any group acting for the purpose
of acquiring, holding or disposing of securities within the meaning of Rule
13d-5(b)(1) under the Exchange Act), other than any Permitted Holder, becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of more
than 50% of the total voting power of all classes of the voting stock of the
Company and/or warrants or options to acquire such voting stock, calculated on a
fully diluted basis, unless, as a result of such transaction, the ultimate
direct or indirect ownership of the Company is substantially the same
immediately after such transaction as it was immediately prior to such
transaction, or (iv) during any period of two consecutive years, individuals who
at the beginning of such period constituted the Company's Board of Directors
(together with any new directors whose election or appointment by such board or
whose nomination for election by the shareholders of the Company was approved by
a vote of a majority of the directors then still in office who were either
directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a
majority of the Company's Board of Directors then in office.

         "CHANGE OF CONTROL TRIGGERING EVENT" means the occurrence of both a
Change of Control and a Ratings Decline.

         "COMPANY" means the party named as such above until a successor
replaces it in accordance with Article V and thereafter means the successor.

         "CONSOLIDATED INTEREST EXPENSE" means, for any Person, for any period,
the amount of interest in respect of Indebtedness (including amortization of
original issue discount, amortization of debt issuance costs, and non-cash
interest payments on any Indebtedness and the interest portion of any deferred
payment obligation and after taking into account the effect of elections made
under any Interest Rate Agreement, however denominated, with respect to such
Indebtedness), the amount of Redeemable Dividends, Restricted Subsidiary
Preferred Stock Dividends and the interest component of rentals in respect of
any capital lease obligation paid, in each case whether accrued or scheduled to
be paid or accrued by such Person and its Subsidiaries (other than
Non-Restricted Subsidiaries) during such period to the extent such amounts were
deducted in computing Consolidated Net Income, determined on a consolidated
basis in accordance with GAAP. For purposes of this definition, interest on a
capital lease obligation shall be deemed to accrue at an interest rate
reasonably determined by such Person to be the rate of interest implicit in such
capital lease obligation in accordance with GAAP consistently applied.

         "CONSOLIDATED NET INCOME" means, with respect to any Person, for any
period, the aggregate of the Net Income of such Person and its Subsidiaries
(other than Non-Restricted Subsidiaries) for such

                                       4

<PAGE>   10

period, on a consolidated basis, determined in accordance with GAAP; provided
that (i) the Net Income of any Person that is not a Subsidiary or that
is accounted for by the equity method of accounting shall be included
only to the extent of the amount of dividends or distributions paid to
the referent Person or a Wholly Owned Subsidiary, (ii) the Net Income
of any Person that is a Subsidiary (other than a Subsidiary of which at
least 80% of the Capital Stock having ordinary voting power for the
election of directors or other governing body of such Subsidiary is
owned by the referent Person directly or indirectly through one or more
Subsidiaries) shall be included only to the extent of the amount of
dividends or distributions paid to the referent Person or a Wholly
Owned Subsidiary, (iii) the Net Income of any Person acquired in a
pooling of interests transaction for any period prior to the date of
such acquisition shall be excluded and (iv) the cumulative effect of a
change in accounting principles shall be excluded.

         "CONVERTIBLE SUBORDINATED NOTES" means the Company's 7% Convertible
Subordinated Notes due 2008 issued pursuant to an indenture dated as of December
16, 1998 between the Company and The Chase Manhattan Bank, as trustee.

         "CREDIT FACILITY" means the Facilities Agreement, dated October 17,
1997, between NTL (UK) Group Inc., as principal guarantor, Chase Manhattan plc,
as arranger, Chase Manhattan International Limited, as agent and security
trustee and The Chase Manhattan Bank as issuer, as such Facilities Agreement may
be supplemented, amended, restated, modified, renewed, refunded, replaced or
refinanced, in whole or in part, from time to time in an aggregate outstanding
principal amount not to exceed the greater of (i) (pound)555.0 million and (ii)
the amount of the aggregate commitments thereunder as the same may be increased
after March 13, 1998 as contemplated by the Facilities Agreement as amended or
supplemented to March 13, 1998, but in no event greater than (pound)875.0
million, less in each case, the aggregate amount of all Net Proceeds of Asset
Sales that have been applied to permanently reduce Indebtedness under the Credit
Facility pursuant Section 4.10 hereof. Indebtedness that may otherwise be
incurred under this Indenture may, but need not, be incurred under the Credit
Facility without regard to the limit set forth in the preceding sentence.
Indebtedness outstanding under the Credit Facility on the date hereof shall be
deemed to have been incurred on such date in reliance on the exception provided
by Section 4.08(b)(i).

         "CUMULATIVE EBITDA" means the cumulative EBITDA of the Company from and
after the Issuance Date to the end of the fiscal quarter immediately preceding
the date of a proposed Restricted Payment, or, if such cumulative EBITDA for
such period is negative, minus the amount by which such cumulative EBITDA is
less than zero; provided, however, that EBITDA of Non-Restricted Subsidiaries
shall not be included.

         "CUMULATIVE INTEREST EXPENSE" means the aggregate amount of
Consolidated Interest Expense paid, accrued or scheduled to be paid or accrued
by the Company from the Issuance Date to the end of the fiscal quarter
immediately preceding a proposed Restricted Payment, determined on a
consolidated basis in accordance with GAAP.

         "DEFAULT" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

         "DEPOSITARY" shall mean DTC (in the case of the DTC Rule 144A Global
Notes), Euroclear (in the case of Regulation S Global Notes or Euroclear Rule
144A Global Notes) or Cedel (in the case of Regulation S Global Notes), as
applicable.

         "DIAMOND NOTES" shall mean the 10% Diamond Senior Notes due 2008, the
9 1/8% Diamond Senior Notes due 2008, the 10 3/4% Diamond Senior Discount Notes
due 2007, the 11 3/4% Diamond Senior Discount Notes due 2005 and the 13 1/4%
Diamond Senior Discount Notes due 2004.

                                       5

<PAGE>   11


         "DISQUALIFIED STOCK" means any Capital Stock which, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole or in part, on or prior to the date
on which the Notes mature.

         "DTC" means The Depository Trust Company.

         "EBITDA" means, for any Person, for any period, an amount equal to (A)
the sum of (i) Consolidated Net Income for such period (exclusive of any gain or
loss realized in such period upon an Asset Sale), plus (ii) the provision for
taxes for such period based on income or profits to the extent such income or
profits were included in computing Consolidated Net Income and any provision for
taxes utilized in computing net loss under clause (i) hereof, plus (iii)
Consolidated Interest Expense for such period, plus (iv) depreciation for such
period on a consolidated basis, plus (v) amortization of intangibles for such
period on a consolidated basis, plus (vi) any other non-cash item reducing
Consolidated Net Income for such period (excluding any such non-cash item to the
extent that it represents an accrual of or reserve for cash expenses in any
future period or amortization of a prepaid cash expense that was paid in a prior
period), minus (B) all non-cash items increasing Consolidated Net Income for
such period, all for such Person and its Subsidiaries determined in accordance
with GAAP consistently applied.

         "EEA GOVERNMENT OBLIGATION" means direct non-callable obligations of,
or non-callable obligations guaranteed by, any European Union member for the
payment of which obligation or guarantee the full faith and credit of the
respective nation is pledged; provided that such nation has a credit rating at
least equal to that of the highest rated member nation of the European Economic
Area.

         "EQUITY INTERESTS" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any Indebtedness that is
convertible into, or exchangeable for Capital Stock).

         "EUROCLEAR" means Morgan Guaranty Trust Company of New York, Brussels
office as operator of the Euroclear system.

         "EUROPEAN ECONOMIC AREA" means the member nations of the European
Economic Area pursuant to the Oporto Agreement on the European Economic Area,
dated May 2, 1992, as amended.

         "EUROPEAN UNION MEMBER" means any country that is or becomes a member
of the European Union or any successor organization thereto.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

         "EXCHANGE RATE CONTRACT" means, with respect to any Person, any
currency swap agreements, forward exchange rate agreements, foreign currency
futures or options, exchange rate collar agreements, exchange rate insurance and
other agreements or arrangements, or combination thereof, the principal purpose
of which is to provide protection against fluctuations in currency exchange
rates. An Exchange Rate Contract may also include an Interest Rate Agreement.

         "EXISTING INDEBTEDNESS" means Indebtedness of the Company and its
Subsidiaries in existence on the Issuance Date, until such amounts are repaid,
including, without limitation, the Existing Notes.

         "EXISTING NOTES" means the Old Notes and the Convertible Subordinated
Notes.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public

                                       6

<PAGE>   12

Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as approved by
a significant segment of the accounting profession, which are in effect on the
Issuance Date and are applied on a consistent basis.

         "GUARANTEE" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness.

         "HOLDER" means a Person in whose name a Note is registered in the
register referred to in Section 2.03.

         "INDEBTEDNESS" means, with respect to any Person, any indebtedness of
such Person, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or representing the
balance deferred and unpaid of the purchase price of any property (including
pursuant to capital leases and sale-and-leaseback transactions) or representing
any hedging obligations under an Exchange Rate Contract or an Interest Rate
Agreement, except any such balance that constitutes an accrued expense or trade
payable, if and to the extent any of the foregoing indebtedness (other than
obligations under an Exchange Rate Contract or an Interest Rate Agreement) would
appear as a liability upon a balance sheet of such Person prepared in accordance
with GAAP, and also includes, to the extent not otherwise included, the
Guarantee of items which would be included within this definition. The amount of
any Indebtedness outstanding as of any date shall be the accreted value thereof,
in the case of any Indebtedness issued with original issue discount.

         "INDENTURE" means this Indenture, as amended from time to time.

         "INITIAL PURCHASERS" means Morgan Stanley & Co. International Limited,
Goldman Sachs International, Chase Securities Inc., Donaldson, Lufkin & Jenrette
International, and Salomon Brothers International Limited.

         "INTEREST RATE AGREEMENT" means, for any Person, any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement, or other
similar agreement, the principal purpose of which is to protect the party
indicated therein against fluctuations in interest rates.

         "INVESTMENT GRADE" means BBB- or higher by S&P or Baa3 or higher by
Moody's or the equivalent of such ratings by S&P or Moody's. In the event that
the Company shall be permitted to select any other Rating Agency, the equivalent
of such ratings by such Rating Agency shall be used.

         "INVESTMENTS" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of loans
(including Guarantees), advances or capital contributions (excluding commission,
travel and similar advances and loans, joint property ownership and other
arrangements, in each case, made to officers and employees made in the ordinary
course of business), purchases or other acquisitions for consideration of
Indebtedness, Equity Interests or other securities and all other items that are
or would be classified as investments on a balance sheet prepared in accordance
with GAAP.

         "ISSUANCE DATE" means the date on which the Notes are first
authenticated and issued.

         "LICENSE" means any license issued or awarded pursuant to the
Broadcasting Act 1990, the Cable and Broadcasting Act 1984, the
Telecommunications Act 1984 or the Wireless Telegraphy Act 1948 (in

                                       7

<PAGE>   13

each case, as such Acts may, from time to time, be amended, modified or
re-enacted) (or equivalent statutes of any jurisdiction) to operate or own a
Cable Business.

         "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent or successor statutes) of any
jurisdiction).

         "MATERIAL LICENSE" means a License held by the Company or any of its
Subsidiaries which License at the time of determination covers a number of Net
Households which equals or exceeds 5% of the aggregate number of Net Households
covered by all of the Licenses held by the Company and its Subsidiaries at such
time.

         "MATERIAL SUBSIDIARY" means (i) NTL UK Group, Inc. (formerly known as
OCOM Sub II, Inc.), NTL Investment Holdings Limited, NTL Group Limited, CableTel
Surrey Limited, CableTel Cardiff Limited, CableTel Glasgow, CableTel Newport and
CableTel Kirklees and (ii) any other Subsidiary of the Company which is a
"significant subsidiary" as defined in Rule 1-02(w) of Regulation S-X under the
Securities Act and the Exchange Act (as such Regulation is in effect on the date
hereof).

         "MONETIZE" means a strategy with respect to Equity Interests that
generates an amount of cash equal to the fair value of such Equity Interests.

         "MOODY'S" means Moody's Investors Service, Inc. and its successors.

         "NET HOUSEHOLDS" means the product of (i) the number of households
covered by a License in the United Kingdom and (ii) the percentage of the entity
holding such License which is owned directly or indirectly by the Company.

         "NET INCOME" means, with respect to any Person for a specific period,
the net income (loss) of such Person during such period, determined in
accordance with GAAP, excluding, however, any gain (but not loss) during such
period, together with any related provision for taxes on such gain (but not
loss), realized during such period in connection with any Asset Sale (including,
without limitation, dispositions pursuant to sale-and-leaseback transactions),
and excluding any extraordinary gain (but not loss) during such period, together
with any related provision for taxes on such extraordinary gain (but not loss).

         "NET PROCEEDS" means the aggregate cash proceeds received by the
Company or any of its Subsidiaries in respect of any Asset Sale, net of the
direct costs relating to such Asset Sale (including, without limitation, legal,
accounting and investment banking fees, and sales commissions) and any
relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements), amounts required to be applied to
the repayment of Indebtedness secured by a Lien on the asset or assets the
subject of such Asset Sale and any reserve for adjustment in respect of the sale
price of such asset or assets.

         "NON-CONTROLLED SUBSIDIARY" means an entity which is not a Cable
Controlled Subsidiary.

         "NON-RECOURSE DEBT" means Indebtedness or that portion of Indebtedness
as to which none of the Company, nor any Restricted Subsidiary: (i) provides
credit support (including any undertaking, agreement or instrument which would
constitute Indebtedness); (ii) is directly or indirectly liable; or (iii)
constitutes the lender.

                                       8

<PAGE>   14


         "NON-RESTRICTED SUBSIDIARY" means (A) a Subsidiary that (a) at the time
of its designation by the Board of Directors as a Non-Restricted Subsidiary has
not acquired any assets (other than as specifically permitted by clause (e) of
"Permitted Investments" or Section 4.09 hereof), at any previous time, directly
or indirectly from the Company or any of its Restricted Subsidiaries, (b) has no
Indebtedness other than Non-Recourse Debt and (c) that at the time of such
designation, after giving pro forma effect to such designation, the ratio of
Indebtedness to Annualized Pro Forma EBITDA of the Company is equal to or less
than the ratio of Indebtedness to Annualized Pro Forma EBITDA of the Company
immediately preceding such designation, provided, however, that if the ratio of
Indebtedness to Annualized Pro Forma EBITDA of the Company immediately preceding
such designation is 6:1 or less, then the ratio of Indebtedness to Annualized
Pro Forma EBITDA of the Company may be 0.5 greater than such ratio immediately
preceding such designation; (B) any Subsidiary which (a) has been acquired or
capitalized out of or by Equity Interests (other than Disqualified Stock) of the
Company or Capital Stock Sale Proceeds therefrom, (b) has no Indebtedness other
than Non-Recourse Debt and (c) is designated as a Non-Restricted Subsidiary by
the Board of Directors or is merged, amalgamated or consolidated with or into,
or its assets or capital stock is to be transferred to, a Non-Restricted
Subsidiary; or (C) any Subsidiary of a Non-Restricted Subsidiary.

         "NOTES" has the meaning set forth in the preamble hereto. The Original
Notes and the Additional Notes shall be treated as a single class for all
purposes under this Indenture.

         "OBLIGATIONS" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

         "OFFICER'S CERTIFICATE" means a certificate signed by an Officer of the
Company. See Sections 10.04 and 10.05 hereof.

         "OLD NOTES" means the 12 3/8% Notes, the 11 1/2% Notes, the 12 3/4%
Notes, the 11 1/2% Deferred Coupon Notes, the 10 3/4% Notes, the 10% Notes, the
9 3/4% Notes, the 1999 9 3/4% Notes and the 9 1/2% Notes.

         "OPINION OF COUNSEL" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company or the Trustee. See Sections 10.04 and 10.05 hereof.

         "ORIGINAL NOTES" means the first euro210,000,000 in aggregate
principal amount at maturity of Notes issued under this Indenture on the date
hereof.

         "OTHER QUALIFIED NOTES" means any outstanding senior indebtedness of
the Company issued pursuant to an indenture having a provision substantially
similar to Section 4.10 hereof (including, without limitation, the 2006 Notes,
the 2009 Notes, the 12 3/8% Notes, the 11 1/2% Notes, the 12 3/4% Notes, the 11
1/2% Deferred Coupon Notes, THE 10 3/4% Notes, the 10% Notes, the 9 3/4% Notes,
the 1999 9 3/4% Notes, the 9 1/2% Notes and the Diamond Notes).

         "PARTICIPANT" means with respect to the Depositary, a person who has an
account with the Depositary.

         "PERMITTED ACQUIRED DEBT" means, with respect to any Acquired Person
(including, for this purpose, any Non-Restricted Subsidiary at the time such
Non-Restricted Subsidiary becomes a Restricted Subsidiary), Acquired Debt of
such Acquired Person and its Subsidiaries in an amount (determined on a
consolidated basis) not exceeding the sum of (x) amount of the gross book value
of property, plant and equipment of the Acquired Person and its Subsidiaries as
set forth on the most recent consolidated

                                       9

<PAGE>   15

balance sheet of the Acquired Person (which may be unaudited) prior to the date
it becomes an Acquired Person and (y) the aggregate amount of any Cash
Equivalents held by such Acquired Person at the time it becomes an Acquired
Person.

         "PERMITTED CURRENCY" means the lawful currency of the United States or
a European Union member.

         "PERMITTED DESIGNEE" means (i) a spouse or a child of a Permitted
Holder, (ii) trusts for the benefit of a Permitted Holder or a spouse or child
of a Permitted Holder, (iii) in the event of the death or incompetence of a
Permitted Holder, his estate, heirs, executor, administrator, committee or other
personal representative or (iv) any Person so long as a Permitted Holder owns at
least 50% of the voting power of all classes of the voting stock of such Person.

         "PERMITTED HOLDERS" means George S. Blumenthal, J. Barclay Knapp and
their Permitted Designees.

         "PERMITTED INVESTMENTS" means (a) any Investments in the Company or in
a Cable Controlled Property or in a Qualified Subsidiary (including, without
limitation, (i) Guarantees of Indebtedness of the Company, a Cable Controlled
Subsidiary or a Qualified Subsidiary, (ii) Liens securing such Indebtedness or
Guarantees or (iii) the payment of any balance deferred and unpaid of the
purchase price of any Qualified Subsidiary); (b) any Investments in Cash
Equivalents; (c) Investments by the Company in Indebtedness of a counter-party
to an Exchange Rate Contract for hedging a Permitted Currency exchange risk that
are made, for purposes other than speculation, in connection with such contract
to hedge not more than the aggregate principal amount of the Indebtedness being
hedged (or, in the case of Indebtedness issued with original issue discount,
based on the amounts payable after the amortization of such discount); (d)
Investments by the Company or any Subsidiary of the Company in a Person, if as a
result of such Investment (i) such Person becomes a Cable Controlled Subsidiary
or (ii) such Person is merged, consolidated or amalgamated with or into, or
transfers or conveys substantially all of its assets to, or is liquidated into,
the Company or a Wholly Owned Subsidiary of the Company; and (e) any issuance,
transfer or other conveyance of Equity Interests (other than Disqualified Stock)
in the Company (or any Capital Stock Sale Proceeds therefrom) to a Subsidiary of
the Company.

         "PERMITTED LIENS" means (a) Liens in favor of the Company; (b) Liens on
property of a Person existing at the time such Person is merged into or
consolidated with the Company or any Subsidiary of the Company; provided, that
such Liens were in existence prior to the contemplation of such merger or
consolidation and do not secure any property or assets of the Company or any of
its Subsidiaries other than the property or assets subject to the Liens prior to
such merger or consolidation; (c) liens imposed by law, such as carriers',
warehousemen's and mechanics' liens and other similar liens arising in the
ordinary course of business which secure payment of obligations not more than 60
days past due or are being contested in good faith and by appropriate
proceedings; (d) Liens existing on the Issuance Date; (e) Liens for taxes,
assessments or governmental charges or claims that are not yet delinquent or
that are being contested in good faith by appropriate proceedings promptly
instituted and diligently concluded; provided, that any reserve or other
appropriate provision as shall be required in conformity with GAAP shall have
been made therefor and (f) easements, rights of way, restrictions and other
similar easements, licenses, restrictions on the use of properties or minor
imperfections of title that, in the aggregate, are not material in amount, and
do not in any case materially detract from the properties subject thereto or
interfere with the ordinary conduct of the business of the Company or its
Restricted Subsidiaries.

         "PERMITTED NON-CONTROLLED ASSETS" means Equity Interests in any Person
primarily engaged, directly or indirectly, in one or more Cable Businesses if
such Equity Interests (x) were acquired by the Company or any of its Restricted
Subsidiaries in connection with any Asset Sale or any Investment

                                       10

<PAGE>   16

otherwise permitted under the terms of the Indenture and (y) to the extent that,
after giving pro forma effect to the acquisition thereof by the Company or any
of its Restricted Subsidiaries, Adjusted Total Controlled Assets is greater than
80% of Adjusted Total Assets based on the most recent consolidated balance sheet
of the Company.

         "PERSON" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

         "PREFERRED STOCK" means the 13% Senior Redeemable Exchangeable
Preferred Stock of the Company with an original aggregate liquidation preference
of $100,000,000.

         "PRO FORMA EBITDA" means for any Person, for any period, the EBITDA of
such Person as determined on a consolidated basis for such Person and its
Subsidiaries in accordance with GAAP after giving effect to the following: (i)
if, during or after such period, such Person or any of its Subsidiaries shall
have made any Asset Sale, Pro Forma EBITDA of such Person and its Subsidiaries
for such period shall be reduced by an amount equal to the Pro Forma EBITDA (if
positive) directly attributable to the assets which are the subject of such
Asset Sale for the period or increased by an amount equal to the Pro Forma
EBITDA (if negative) directly attributable thereto for such period and (ii) if,
during or after such period, such Person or any of its Subsidiaries completes an
acquisition of any Person or business which immediately after such acquisition
is a Subsidiary of such Person or whose assets are held directly by such Person
or a Subsidiary of such Person, Pro Forma EBITDA shall be computed so as to give
pro forma effect to the acquisition of such Person or business (without giving
effect to clause (iii) of the definition of Consolidated Net Income); and
provided further that, with respect to the Company, all of the foregoing
references to "Subsidiary" or "Subsidiaries" shall be deemed to refer only to a
"Restricted Subsidiary" or "Restricted Subsidiaries" of the Company.

         "PURCHASE AGREEMENT" means the Purchase Agreement, dated as of November
19, 1999, between the Company and the Initial Purchasers.

         "QUALIFIED SUBSIDIARY" means a Wholly Owned Subsidiary, or an entity
that will become a Wholly Owned Subsidiary after giving effect to the
transaction being considered, that at the time of and after giving effect to the
consummation of the transaction under consideration, (i) is a Cable Business or
holds only Cable Assets, (ii) has no Indebtedness (other than Indebtedness being
incurred to consummate such transaction) and (iii) has no encumbrances or
restrictions (other than such encumbrances or restrictions imposed or permitted
by this Indenture, the indentures governing the Old Notes or any other
instrument governing unsecured indebtedness of the Company which is pari passu
with the Notes) on its ability to pay dividends or make any other distributions
to the Company or any of its Subsidiaries.

         "RATING AGENCIES" means (i) S&P, (ii) Moody's and (iii) if S&P or
Moody's or both shall not make a rating of the Notes publicly available, a
nationally recognized securities rating agency or agencies, as the case may be,
selected by the Company, which shall be substituted for S&P or Moody's or both,
as the case may be.

         "RATING CATEGORY" means (i) with respect to S&P, any of the following
categories: BB, B, CCC, CC, C and D (or equivalent successor categories), (ii)
with respect to Moody's, any of the following categories: Ba, B, Caa, Ca, C and
D (or equivalent successor categories) and (iii) the equivalent of any such
category of S&P or Moody's used by another Rating Agency. In determining whether
the rating of the Notes has decreased by one or more gradations, gradations
within Rating Categories (+ and - for S&P; 1, 2 and 3 for Moody's; or the
equivalent gradations for another Rating Agency) shall be taken into

                                       11

<PAGE>   17

account (e.g., with respect to S&P, a decline in a rating from BB to BB-, as
well as from BB- to B+, will constitute a decrease of one gradation).

         "RATING DATE" means that date which is 90 days prior to the earlier of
(x) a Change of Control and (y) public notice of the occurrence of a Change of
Control or of the intention by the Company or any Permitted Holder to effect a
Change of Control.

         "RATINGS DECLINE" means the occurrence of any of the following events
on, or within six months after, the date of public notice of the occurrence of a
Change of Control or of the intention of the Company or any Person to effect a
Change of Control (which period shall be extended so long as the rating of any
of the Company's debt securities is under publicly announced consideration for
possible downgrade by any of the Rating Agencies): (a) in the event that any of
the Company's debt securities are rated by both of the Rating Agencies on the
Rating Date as Investment Grade, the rating of such securities by either of the
Rating Agencies shall be below Investment Grade, (b) in the event that any of
the Company's debt securities are rated by either, but not both, of the Rating
Agencies on the Rating Date as Investment Grade, the rating of such securities
by both of the Rating Agencies shall be below Investment Grade, or (c) in the
event any of the Company's debt securities are rated below Investment Grade by
both of the Rating Agencies on the Rating Date, the rating of such securities by
either Rating Agency shall be decreased by one or more gradations (including
gradations within Rating Categories as well as between Rating Categories).

         "REDEEMABLE DIVIDEND" means, for any dividend with regard to
Disqualified Stock, the quotient of the dividend divided by the difference
between one and the maximum statutory federal income tax rate (expressed as a
decimal number between 1 and 0) then applicable to the issuer of such
Disqualified Stock.

         "REGISTERED EXCHANGE OFFER" has the meaning set forth in the
Registration Rights Agreement.

         "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement
relating to the Notes, dated November 24, 1999, between the Company and the
Initial Purchasers and, with respect to any Additional Notes, one or more
registration rights agreements between the Company and the other parties
thereto, as such agreement(s) may be amended, modified or supplemented from time
to time, relating to rights given by the Company to the purchasers of Additional
Notes to register such Additional Notes under the Securities Act.

         "REPLACEMENT ASSETS" means (w) Cable Assets, (x) Equity Interests of
any Person engaged, directly or indirectly, primarily in a Cable Business, which
Person is or will become on the date of acquisition thereof a Restricted
Subsidiary as a result of the Company's acquiring such Equity Interests, (y)
Permitted Non-Controlled Assets or (z) any combination of the foregoing.

         "RESTRICTED INVESTMENT" means an Investment other than a Permitted
Investment.

         "RESTRICTED PERIOD" means the 40-day restricted period as defined in
Regulation S.

         "RESTRICTED SUBSIDIARY" means any Subsidiary of the Company which is
not a Non-Restricted Subsidiary.

         "RESTRICTED SUBSIDIARY PREFERRED STOCK DIVIDEND" means, for any
dividend with regard to preferred stock of a Restricted Subsidiary, the quotient
of the dividend divided by the difference between one and the maximum statutory
federal income tax rate (expressed as a decimal number between 1 and 0) then
applicable to the issuer of such preferred stock.

                                       12

<PAGE>   18


         "S&P" means Standard & Poor's Ratings Group and its successors.

         "SEC" means the Securities and Exchange Commission.

         "SECURITIES ACT" means the Securities Act of 1933, as amended.

         "SUBORDINATED DEBENTURES" means the debentures exchangeable by the
Company for the Preferred Stock in accordance with the Certificate of
Designations therefor.

         "SUBSIDIARY" means any corporation, association or other business
entity of which more than 50% of the total voting power of shares of Capital
Stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by any Person or one or more of the other
Subsidiaries of that Person or a combination thereof.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as in effect on the date of execution of this Indenture.

         "TRUSTEE" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor.

         "TRUST OFFICER" means the Chairman of the Board, the President or any
other officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

         "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the sum
of the products obtained by multiplying (x) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (y) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (b) the then outstanding principal
amount of such Indebtedness.

         "WHOLLY OWNED SUBSIDIARY" means, at any time, a Restricted Subsidiary
all of the Capital Stock of which (except directors' qualifying shares) is at
the time owned directly or indirectly by the Company.

SECTION 1.02      OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                                                             DEFINED
TERM                                                       IN SECTION
----                                                       ----------

<S>                                                          <C>
"ADDITIONAL AMOUNTS"..........................................4.14
"AFFILIATE TRANSACTION".......................................4.11
"AGENT MEMBER"................................................2.01
"ASSET SALE OFFER"............................................4.10
"BANKRUPTCY LAW"..............................................6.01
"CHANGE OF CONTROL PAYMENT"...................................4.13
"COMMENCEMENT DATE"...........................................3.09
"COMMON DEPOSITARY"...........................................2.03
"CUSTODIAN"...................................................6.01
"DEFEASANCE"..................................................8.02
"EVENT OF DEFAULT"............................................6.01
"EXCESS PROCEEDS".............................................4.10
"GLOBAL NOTE".................................................2.01
</TABLE>

                                       13

<PAGE>   19


<TABLE>
<CAPTION>
                                                             DEFINED
TERM                                                       IN SECTION
----                                                       ----------

<S>                                                          <C>
"INCUR".......................................................4.08
"INITIAL NOTES"...........................................Preamble
"LEGAL HOLIDAY"..............................................10.08
"OFFER AMOUNT"................................................3.09
"OFFICER"....................................................10.10
"PAYING AGENT"................................................2.03
"PAYMENT DEFAULT".............................................6.01
"PURCHASE DATE"...............................................3.09
"PURCHASE OFFER"..............................................4.13
"QIBs"........................................................2.01
"REFINANCING INDEBTEDNESS"....................................4.08
"REGULATION S"................................................2.01
"REGULATION S GLOBAL NOTES" ..................................2.10
"REGISTRAR"...................................................2.03
"RESTRICTED NOTES"............................................2.01
"RESTRICTED PAYMENTS".........................................4.09
"RULE 144A"...................................................2.01
"RULE 144A GLOBAL NOTES" .....................................2.01
"TENDER PERIOD"...............................................3.09
</TABLE>



SECTION 1.03      INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.

         The following TIA terms used in this Indenture have the following
meanings:

         "INDENTURE SECURITIES" means the Notes;

         "INDENTURE SECURITY HOLDER" means a Holder of a Note;

         "INDENTURE TO BE QUALIFIED" means this Indenture;

         "INDENTURE TRUSTEE" or "institutional trustee" means the Trustee; and

         "OBLIGOR" on the Notes means the Company or any other obligor on the
Notes.

         All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

SECTION 1.04      RULES OF CONSTRUCTION.

         Unless the context otherwise requires:

                  (a) a term has the meaning assigned to it;

                  (b) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with GAAP consistently applied;

                                       14

<PAGE>   20


                  (c) references to "GAAP" shall mean GAAP in effect as of the
         time when and for the period as to which such accounting principles are
         to be applied;

                  (d) "OR" is not exclusive;

                  (e) words in the singular include the plural, and in the
         plural include the singular;

                  (f) provisions apply to successive events and transactions;

                  (g) references to sections of or rules under the Securities
         Act shall be deemed to include substitute, replacement or successor
         sections or rules adopted by the SEC from time to time; and

                  (h) a reference to "$" or U.S. Dollars is to United States
         dollars, a reference to "(pound)" or pounds sterling is to British
         pounds sterling and a reference to "EURO" or euros is to European
         Monetary Union euros.



                                  ARTICLE II.
                                   THE NOTES

SECTION 2.01      FORM AND DATING.

                  (a) General.

                  The Initial Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto, which is
hereby incorporated by reference and expressly made a part of this Indenture.
The Exchange Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit B hereto, which is hereby incorporated by
reference and expressly made a part of this Indenture. The Notes may have
notations, legends or endorsements required by law, stock exchange rule,
agreements to which the Company is subject, if any, or usage (provided that any
such notation, legend or endorsement is in a form acceptable to the Company).
The Company shall furnish any such legend not contained in Exhibit A or Exhibit
B to the Trustee in writing. Each Note shall be dated the date of its
authentication. The Notes shall be in denominations of euro1,000 and integral
multiples thereof. The terms and provisions of the Notes set forth in Exhibit A
and Exhibit B are part of this Indenture and to the extent applicable, the
Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be
controlling.

                  (b) Global Notes.

                  The Initial Notes are being offered and sold by the Company
pursuant to the Purchase Agreement.

                  Initial Notes offered and sold in reliance on Regulation S
under the Securities Act ("REGULATION S"), as provided in the Purchase
Agreement, shall be issued initially in the form of one or more permanent Global
Notes in definitive, fully registered form without interest coupons with the
Global Note Legend and Regulation S Restricted Notes Legend set forth in Exhibit
A hereto (the "REGULATION S GLOBAL NOTES"). Initial Notes offered and sold to
Qualified Institutional Buyers ("QIBs") in reliance on

                                       15

<PAGE>   21

Rule 144A under the Securities Act ("RULE 144A"), as provided
in the Purchase Agreement, shall be issued initially in the form of one
or more permanent Global Notes in definitive, fully registered form
without interest coupons with the Global Notes Legend and Rule 144A
Restricted Notes Legend set forth in Exhibit A hereto (in the case of
Rule 144A Global Notes to be held on behalf of Euroclear, the
"EUROCLEAR RULE 144A GLOBAL NOTES", in the case of Rule 144A Global
Notes to be held on behalf of DTC, the "DTC RULE 144A GLOBAL NOTES",
and collectively, the "RULE 144A GLOBAL Notes"). The Regulation S
Restricted Notes Legend and the Rule 144A Restricted Notes Legend as
set forth in Exhibit A hereto are herein collectively called the
"RESTRICTED NOTES LEGEND". Each Global Note shall be deposited on
behalf of the Initial Purchasers of the Notes represented thereby with
(i) in the case of Euroclear Rule 144A Global Notes and Regulation S
Global Notes to be held on behalf of Euroclear and Cedel the Common
Depositary, at its London office, as custodian for the Depositary, and
registered in the name of the Common Depositary or the nominee of the
Common Depositary for the accounts of designated agents holding on
behalf of the Depositary, and (ii) in the case of DTC Rule 144A Global
Notes, with the Trustee, at its New York office, as custodian for the
Depositary, and registered in the name of the Depositary or the nominee
of the Depositary, in either case duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate
principal amount at maturity of each Global Note may from time to time
be increased or decreased by adjustments made on the records of the
Trustee, the Common Depositary, or its nominee, and the Depositary or
its nominee as hereinafter provided.

                  Upon consummation of the Registered Exchange Offer, the
Exchange Notes may be issued in the form of one or more permanent Global Notes
in definitive, fully registered form without interest coupons with the Global
Notes Legend but not the Restricted Notes Legend set forth in Exhibit A hereto,
(i) in the case of Euroclear Rule 144A Global Notes and Regulation S Global
Notes to be held on behalf of Euroclear and Cedel, registered in the name of the
Common Depositary or a nominee of the Common Depositary, and (ii) in the case of
DTC Rule 144A Global Notes, registered in the name of the Depositary or the
nominee of the Depositary, and in either case, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount at maturity of such Global Notes may from time to time be increased or
decreased by adjustments made on the records of the Trustee the Common
Depositary or its nominee, and the Depositary or its nominee as hereinafter
provided.

         After a transfer of any Initial Notes during the period of the
effectiveness of a Shelf Registration Statement with respect to the Initial
Notes and pursuant thereto, all requirements for Restricted Notes Legends on
such Initial Note will cease to apply.

                  (c) Euroclear and Cedel Procedures Applicable.

                  The provisions of the "Operating Procedures of the Euroclear
System" and "Terms and Conditions Governing Use of Euroclear" and the "General
Terms and Conditions of Cedelbank" and "Customer Handbook" of Cedelbank shall be
applicable to transfers of beneficial interests in the Global Notes that are
held by the Holders through Euroclear or Cedel.

                  (d) Book-Entry Provisions.

                  This Section 2.01(d) shall apply only to the Regulation S
Global Notes, the Rule 144A Global Notes and the Exchange Notes issued in the
form of one or more permanent Global Notes (collectively, the "GLOBAL NOTES")
deposited with the Common Depositary, on behalf of the Depositary or the
Trustee, as custodian for the Depositary, as applicable.

                                       16

<PAGE>   22


                  The Company shall execute and the Trustee shall, in accordance
with this Section 2.01(d), authenticate and deliver initially one or more Global
Notes that (i) in the case of Euroclear Rule 144A Global Notes and Regulation S
Global Notes to be held on behalf of Euroclear and Cedel, (A) shall be
registered in the name of the Common Depositary for such Global Note or the
nominee of the Common Depositary and (B) shall be delivered by the Trustee to
the Depositary or pursuant to the Depositary's instructions to the Common
Depositary as custodian for the Depositary and (ii) in the case of DTC Rule 144A
Global Notes (A) shall be registered in the name of the Depositary or the
nominee of the Depositary and (B) shall be delivered by the Trustee to such
Depositary or pursuant to such Depositary's instructions or held by the Trustee
as custodian for the Depositary.

                  Members of, or participants in, the Depositary ("AGENT
MEMBERS") shall have no rights under this Indenture with respect to any Global
Note held on their behalf by the Depositary or by the Common Depositary or the
Trustee as the custodian of the Depositary or under such Global Note, and the
Depositary may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of such Global Note for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and its Agent Members, the
operation of customary practices of such Depositary governing the exercise of
the rights of an owner of a beneficial interest in any Global Note.

SECTION 2.02      EXECUTION AND AUTHENTICATION.

         An Officer shall sign the Notes for the Company by manual or facsimile
signature.

         If an Officer whose signature is on a Note no longer holds that office
at the time the Note is authenticated, the Note shall nevertheless be valid.

         A Note shall not be valid until authenticated by the manual signature
of an authorized officer of the Trustee. The signature shall be conclusive
evidence that the Note has been authenticated under this Indenture.

         The Trustee shall, upon a written order of the Company signed by an
Officer, authenticate (1) Initial Notes for original issue up to an aggregate
principal amount at maturity stated in paragraph 6 of the Initial Notes and (2)
Exchange Notes for issue only in a Registered Exchange Offer, pursuant to the
Registration Rights Agreement, in exchange for Initial Notes for a like
principal amount at maturity. The Trustee shall, upon a written order of the
Company signed by an Officer, authenticate Additional Notes for original issue
up to euro65,000,000 aggregate principal amount at maturity. Upon original
issue, Additional Notes shall be treated as Initial Notes for all purposes of
this Indenture, and upon exchange for Notes registered under the Securities Act
pursuant to a Registered Exchange Offer, Additional Notes delivered in such
exchange shall be treated as Exchange Notes for all purposes of this Indenture.
The aggregate principal amount at maturity of Notes outstanding at any time
shall not exceed the amount set forth herein, except as provided in Section
2.07.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders, the
Company or an Affiliate.

SECTION 2.03      REGISTRAR AND PAYING AGENT.

         The Company shall maintain in the Borough of Manhattan, City of New
York, State of New York and London, England and, if and as long as the Notes are
listed on the Luxembourg Stock Exchange, in

                                       17

<PAGE>   23

Luxembourg, (i) offices or agencies where the Notes may be
presented for registration of transfer or for exchange ("REGISTRAR")
and (ii) offices or agencies where the Notes may be presented for
payment ("PAYING AGENT"). The Company initially designates The Chase
Manhattan Bank (London) at its offices in London to act as principal
Registrar and Paying Agent and the Trustee at its corporate trust
offices in New York, New York and Chase Manhattan Bank Luxembourg S.A.
to act as a Registrar and Paying Agent. The principal Registrar shall
keep a register of the Notes and of their transfer and exchange. The
Company may appoint one or more co-registrars and one or more
additional paying agents in such other locations as it shall determine.
The term "Registrar" includes any co-registrar and the term "Paying
Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without prior notice to any Holder. The
Company shall notify the Trustee of the name and address of any Agent
not a party to this Indenture. If the Company fails to appoint or
maintain another entity as Registrar or Paying Agent, the Trustee shall
act as such. The Company or any of its Affiliates may act as Paying
Agent or Registrar.

         Initially, The Chase Manhattan Bank (London) will act as common
depositary (the "COMMON DEPOSITARY") with respect to the Euroclear Rule 144A
Global Notes and Regulation S Global Notes.

SECTION 2.04      PAYING AGENT TO HOLD MONEY IN TRUST.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal or interest on the Notes, and will notify the Trustee of any default
by the Company in making any such payment. While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee
and to account for any money disbursed by it. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or an Affiliate
of the Company) shall have no further liability for the money. If the Company or
an Affiliate of the Company acts as Paying Agent, it shall segregate and hold in
a separate trust fund for the benefit of the Holders all money held by it as
Paying Agent.

SECTION 2.05      HOLDER LISTS.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders. If the Trustee is not the Registrar, the Company shall furnish to the
Trustee on or before each interest payment date and at such other times as the
Trustee may request in writing a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Holders.

SECTION 2.06      TRANSFER AND EXCHANGE.

         Where Notes are presented to the Registrar or a co-registrar with a
request to register a transfer or to exchange them for an equal principal amount
at maturity of Notes of other denominations, the Registrar shall register the
transfer or make the exchange if its requirements for such transactions are met.
To permit registrations of transfers and exchanges, the Company shall issue and
the Trustee shall authenticate Notes at the Registrar's request. No service
charge shall be made for any registration of transfer or exchange (except as
otherwise expressly permitted herein), but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer tax or similar
governmental charge payable upon exchanges pursuant to Sections 2.10, 3.06 or
9.05 hereof).

         The Company shall not be required (i) to issue, register the transfer
of or exchange any Note for a period beginning at the opening of business 15
days before the day of any selection of Notes to be

                                       18

<PAGE>   24

redeemed under Section 3.02 hereof and ending at the close of business on the
day of selection, or (ii) to register the transfer, or exchange, of any Note so
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part.

                  (a) Notwithstanding any provision to the contrary herein, so
         long as a Global Note remains outstanding and is held by or on behalf
         of the Depositary, transfers of a Global Note, in whole or in part, or
         of any beneficial interest therein, shall only be made in accordance
         with Section 2.01(b) and this Section 2.06(a); provided, however, that
         beneficial interests in a Global Note may be transferred to Persons who
         take delivery thereof in the form of a beneficial interest in the same
         Global Note in accordance with the transfer restrictions set forth in
         the Restricted Notes Legend and under the heading "Transfer
         Restrictions" in the Company's Offering Memorandum dated November 19,
         1999.

                  (i) Except for transfers or exchanges made in accordance with
         clauses (ii) through (iv) of this Section 2.06(a), transfers of a
         Global Note shall be limited to transfers of such Global Note in whole,
         but not in part, to nominees of the Depositary or to the custodians of
         the Depositary or nominees thereof or to a successor of the Depositary
         or such successor's nominee or to custodians of such successor
         Depositary or nominees thereof.

                  (ii) Rule 144A Global Note to Regulation S Global Note. If an
         owner of a beneficial interest in the Rule 144A Global Note deposited
         with the Depositary or the Trustee as custodian for the Depositary
         wishes at any time to transfer its interest in such Rule 144A Global
         Note to a Person who is required to take delivery thereof in the form
         of an interest in the Regulation S Global Note, such owner may, subject
         to the rules and procedures of the Depositary, exchange or cause the
         exchange of such interest for an equivalent beneficial interest in the
         Regulation S Global Notes. Upon receipt by the principal Registrar of
         (1) instructions given in accordance with the Depositary's procedures
         from an Agent Member directing the principal Registrar to credit or
         cause to be credited a beneficial interest in the Regulation S Global
         Note in an amount equal to the beneficial interest in the Rule 144A
         Global Note to be exchanged, (2) a written order given in accordance
         with the Depositary's procedures containing information regarding the
         participant account of the Depositary and the Euroclear or Cedel
         account to be credited with such increase and (3) a certificate in the
         form of Exhibit C attached hereto given by the Holder of such
         beneficial interest, then the principal Registrar shall instruct the
         Depositary to reduce or cause to be reduced the principal amount of the
         Rule 144A Global Note and to increase or cause to be increased the
         principal amount of the Regulation S Global Note by the aggregate
         principal amount of the beneficial interest in the Rule 144A Global
         Note equal to the beneficial interest in the Regulation S Global Note
         to be exchanged or transferred, to credit or cause to be credited to
         the account of the Person specified in such instructions a beneficial
         interest in the Regulation S Global Note equal to the reduction in the
         principal amount of the Rule 144A Global Note and to debit or cause to
         be debited from the account of the Person making such exchange or
         transfer the beneficial interest in the Rule 144A Global Note that is
         being exchanged or transferred.

                  (iii) Regulation S Global Note to Rule 144A Global Note. If an
         owner of a beneficial interest in the Regulation S Global Note
         deposited with the Depositary or with the Trustee as custodian for the
         Depositary wishes at any time to transfer its interest in such
         Regulation S Global Note to a Person who is required to take delivery
         thereof in the form of an interest in the Rule 144A Global Note, such
         Holder may, subject to the rules

                                       19

<PAGE>   25


         and procedures of the Depositary, exchange or cause the exchange of
         such interest for an equivalent beneficial interest in the Rule 144A
         Global Note. Upon receipt by the principal Registrar of (1)
         instructions from the Depositary, directing the principal Registrar to
         credit or cause to be credited a beneficial interest in the Rule 144A
         Global Note equal to the beneficial interest in the Regulation S Global
         Note to be exchanged or transferred, such instructions to contain
         information regarding the participant account with the Depositary to be
         credited with such increase, (2) a written order given in accordance
         with the Depositary's procedures containing information regarding the
         participant account of the Depositary and (3) a certificate in the form
         of Exhibit D attached hereto given by the owner of such beneficial
         interest, then the principal Registrar will instruct the Depositary to
         reduce or cause to be reduced the Regulation S Global Note and to
         increase or cause to be increased the principal amount of the Rule 144A
         Global Note by the aggregate principal amount of the beneficial
         interest in the Regulation S Global Note to be exchanged or
         transferred, and the principal Registrar shall instruct the Depositary,
         concurrently with such reduction, to credit or cause to be credited to
         the account of the Person specified in such instructions a beneficial
         interest in the Rule 144A Global Note equal to the reduction in the
         principal amount of the Regulation S Global Note and to debit or cause
         to be debited from the account of the Person making such exchange or
         transfer the beneficial interest in the Regulation S Global Note that
         is being exchanged or transferred.

                  (iv) DTC Rule 144A Global Note to Euroclear Rule 144A Global
         Note. If an owner of a beneficial interest in the DTC Rule 144A Global
         Note deposited with the Depositary or the Trustee as custodian for the
         Depositary wishes at any time to transfer its interest in such DTC Rule
         144A Global Note to a Person who is required to take delivery thereof
         in the form of an interest in the Euroclear Rule 144A Global Note, such
         owner may, subject to the rules and procedures of the Depositary,
         exchange or cause the exchange of such interest for an equivalent
         beneficial interest in the Euroclear Rule 144A Global Notes. Upon
         receipt by the principal Registrar of (1) instructions given in
         accordance with the Depositary's procedures from an Agent Member
         directing the principal Registrar to credit or cause to be credited a
         beneficial interest in the Euroclear Rule 144A Global Note in an amount
         equal to the beneficial interest in the DTC Rule 144A Global Note to be
         exchanged, (2) a written order given in accordance with the
         Depositary's procedures containing information regarding the
         participant account of the Depositary and the Euroclear account to be
         credited with such increase and (3) a certificate in the form of
         Exhibit D attached hereto given by the Holder of such beneficial
         interest, then the principal Registrar shall instruct the Depositary to
         reduce or cause to be reduced the principal amount of the DTC Rule 144A
         Global Note and to increase or cause to be increased the principal
         amount of the Euroclear Rule 144A Global Note by the aggregate
         principal amount of the beneficial interest in the DTC Rule 144A Global
         Note equal to the beneficial interest in the Euroclear Rule 144A Global
         Note to be exchanged or transferred, to credit or cause to be credited
         to the account of the Person specified in such instructions a
         beneficial interest in the Euroclear Rule 144A Global Note equal to the
         reduction in the principal amount of the DTC Rule 144A Global Note and
         to debit or cause to be debited from the account of the Person making
         such exchange or transfer the beneficial interest in the DTC Rule 144A
         Global Note that is being exchanged or transferred.

                  (v) Euroclear Rule 144A Global Note to DTC Rule 144A Global
         Note. If an owner of a beneficial interest in the Euroclear Rule 144A
         Global Note deposited with the Depositary or with the Trustee as
         custodian for the Depositary wishes at any time to

                                       20

<PAGE>   26

         transfer its interest in such Euroclear Rule 144A Global Note
         to a Person who is required to take delivery thereof in the form of an
         interest in the DTC Rule 144A Global Note, such Holder may, subject to
         the rules and procedures of the Depositary, exchange or cause the
         exchange of such interest for an equivalent beneficial interest in the
         DTC Rule 144A Global Note. Upon receipt by the principal Registrar of
         (1) instructions from the Depositary, directing the principal Registrar
         to credit or cause to be credited a beneficial interest in the DTC Rule
         144A Global Note equal to the beneficial interest in the Euroclear Rule
         144A Global Note to be exchanged or transferred, such instructions to
         contain information regarding the participant account with the
         Depositary to be credited with such increase, (2) a written order given
         in accordance with the Depositary's procedures containing information
         regarding the participant account of the Depositary and (3) a
         certificate in the form of Exhibit D attached hereto given by the owner
         of such beneficial interest, then the principal Registrar, as the case
         may be, will instruct the Depositary to reduce or cause to be reduced
         the Euroclear Rule 144A Global Note and to increase or cause to be
         increased the principal amount of the DTC Rule 144A Global Note by the
         aggregate principal amount of the beneficial interest in the Euroclear
         Rule 144A Global Note to be exchanged or transferred, and the principal
         Registrar shall instruct the Depositary, concurrently with such
         reduction, to credit or cause to be credited to the account of the
         Person specified in such instructions a beneficial interest in the DTC
         Rule 144A Global Note equal to the reduction in the principal amount of
         the Euroclear Rule 144A Global Note and to debit or cause to be debited
         from the account of the Person making such exchange or transfer the
         beneficial interest in the Euroclear Rule 144A Global Note that is
         being exchanged or transferred.

                  (vi) Global Note to Restricted Note. If an owner of a
         beneficial interest in a Global Note deposited with the Depositary or
         with the Trustee as custodian for the Depositary wishes at any time to
         transfer its interest in such Global Note to a Person who is required
         to take delivery thereof in the form of a Restricted Note, such owner
         may, subject to the rules and procedures of the Depositary, cause the
         exchange of such interest for one or more Restricted Notes of any
         authorized denomination or denominations and of the same aggregate
         principal amount at maturity. Upon receipt by the principal Registrar
         of (1) instructions from the Depositary directing the principal
         Registrar to authenticate and deliver one or more Restricted Notes of
         the same aggregate principal amount at maturity as the beneficial
         interest in the Global Note to be exchanged, such instructions to
         contain the name or names of the designated transferee or transferees,
         the authorized denomination or denominations of the Restricted Notes to
         be so issued and appropriate delivery instructions, (2) a certificate
         in the form of Exhibit E attached hereto given by the owner of such
         beneficial interest to the effect set forth therein, (3) a certificate
         in the form of Exhibit F attached hereto given by the Person acquiring
         the Restricted Notes for which such interest is being exchanged, to the
         effect set forth therein, and (4) such other certifications, legal
         opinions or other information as the Company may reasonably require to
         confirm that such transfer is being made pursuant to an exemption from,
         or in a transaction not subject to, the registration requirements of
         the Securities Act, then the principal Registrar, will instruct the
         Depositary to reduce or cause to be reduced such Global Note by the
         aggregate principal amount at maturity of the beneficial interest
         therein to be exchanged and to debit or cause to be debited from the
         account of the Person making such transfer the beneficial interest in
         the Global Note that is being transferred, and concurrently with such
         reduction and debit the Company shall execute, and the Trustee shall
         authenticate and deliver, one or more Restricted Notes of the same
         aggregate principal amount at maturity in accordance with the
         instructions referred to above.

                                       21

<PAGE>   27


                  (vii) Restricted Note to Restricted Note. If a Holder of a
         Restricted Note wishes at any time to transfer such Restricted Note to
         a Person who is required to take delivery thereof in the form of a
         Restricted Note, such Holder may, subject to the restrictions on
         transfer set forth herein and in such Restricted Note, cause the
         exchange of such Restricted Note for one or more Restricted Notes of
         any authorized denomination or denominations and of the same aggregate
         principal amount at maturity. Upon receipt by the principal Registrar
         of (1) such Restricted Note, duly endorsed as provided herein, (2)
         instructions from such Holder directing the principal Registrar to
         authenticate and deliver one or more Restricted Notes of the same
         aggregate principal amount at maturity as the Restricted Note to be
         exchanged, such instructions to contain the name or authorized
         denomination or denominations of the Restricted Notes to be so issued
         and appropriate delivery instructions, (3) a certificate from the
         Holder of the Restricted Note to be exchanged in the form of Exhibit E
         attached hereto, (4) a certificate in the form of Exhibit F attached
         hereto given by the Person acquiring the Restricted Notes for which
         such interest is being exchanged, to the effect set forth therein, and
         (5) such other certifications, legal opinions or other information as
         the Company may reasonably require to confirm that such transfer is
         being made pursuant to an exemption from, or in a transaction not
         subject to, the registration requirements of the Securities Act, then
         the Registrar shall cancel or cause to be canceled such Restricted Note
         and concurrently therewith, the Company shall execute, and the Trustee
         shall authenticate and deliver, one or more Restricted Notes of the
         same aggregate principal amount at maturity, in accordance with the
         instructions referred to above.

                  (viii) Other Exchanges. In the event that a beneficial
         interest in a Global Note is exchanged for Notes in definitive
         registered form pursuant to Section 2.10, prior to the effectiveness of
         a Shelf Registration Statement with respect to such Notes, such Notes
         may be exchanged only in accordance with such procedures as are
         substantially consistent with the provisions of clauses (ii) and (iii)
         above (including the certification requirements intended to ensure that
         such transfers comply with Rule 144A, Rule 144, Regulation S or any
         other available exemption from registration, as the case may be) and
         such other procedures as may from time to time be adopted by the
         Company.

                  (ix) Restricted Period. Prior to the termination of the
         Restricted Period with respect to the issuance of the Notes, transfers
         of interests in the Regulation S Global Note to "U.S. PERSONS" (as
         defined in Regulation S) shall be limited to transfers to QIBs. The
         Company shall advise the Trustee as to the termination of the
         Restricted Period and the Trustee may rely conclusively thereon.

                  (b) Except in connection with a Registered Exchange Offer or a
         Shelf Registration Statement contemplated by and in accordance with the
         terms of the Registration Rights Agreement, if Initial Notes are issued
         upon the transfer, exchange or replacement of Initial Notes bearing the
         Restricted Notes Legend set forth in Exhibit A hereto, or if a request
         is made to remove such Restricted Notes Legend on Initial Notes, the
         Initial Notes so issued shall bear the applicable Restricted Notes
         Legend, or the Restricted Notes Legend shall not be removed, as the
         case may be, unless there is delivered to the Company such satisfactory
         evidence, which may include an opinion of counsel licensed to practice
         law in the State of New York, as may be reasonably required by the
         Company, that neither the legend nor the restrictions on transfer set
         forth therein are required to ensure that transfers thereof comply with
         the provisions of Rule 144A, Rule 144, Regulation S or any other
         available exemption from registration under the Securities Act or, with
         respect to Restricted Notes, that such Notes are not "restricted"
         within the meaning of Rule 144 under the Securities Act. Upon provision
         of such satisfactory evidence, the

                                       22

<PAGE>   28

         Trustee, at the direction of the Company, shall authenticate
         and deliver Initial Notes that do not bear the legend.

                  (c) Neither the Company nor the Trustee shall have any
         responsibility for any actions taken or not taken by the Depositary and
         the Company shall have no responsibility for any actions taken or not
         taken by the Trustee as agent or custodian of the Depositary.

SECTION 2.07      REPLACEMENT NOTES.

         If the Holder of a Note claims that the Note has been lost, destroyed
or wrongfully taken or if such Note is mutilated and is surrendered to the
Trustee, the Company shall issue and the Trustee shall authenticate a
replacement Note if the Trustee's and the Company's requirements are met. If
required by the Trustee or the Company, an indemnity bond must be sufficient in
the judgment of both to protect the Company, the Trustee, any Agent or any
authenticating agent from any loss which any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

         In case any such mutilated, destroyed, lost or stolen Note has become
or is about to become due and payable, or is about to be purchased by the
Company pursuant to Article III hereof, the Company in its discretion may,
instead of issuing a new Note, pay or purchase such Note, as the case may be.

         Every replacement Note is an additional obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

SECTION 2.08      OUTSTANDING NOTES.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, and those described in this Section as not outstanding.

         If a Note is replaced, paid or purchased pursuant to Section 2.07
hereof, it ceases to be outstanding unless the Trustee receives proof
satisfactory to it that the replaced, paid or purchased Note is held by a bona
fide purchaser.

         If the principal amount or Accreted Value, as applicable, of any Note
is considered paid under Section 4.01 hereof, such Note ceases to be outstanding
and interest on it ceases to accrue (or, if before November 15, 2004, the
Accreted Value of such Note ceases to increase).

         Except as set forth in Section 2.09 hereof, a Note does not cease to be
outstanding because the Company or an Affiliate of the Company holds the Note.

SECTION 2.09      TREASURY NOTES.

         In determining whether the Holders of the required principal amount at
maturity of Notes have concurred in any direction, waiver or consent, Notes
owned by the Company or an Affiliate of the Company shall be considered as
though they are not outstanding, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Notes that the Trustee knows are so owned shall be so
disregarded.

SECTION 2.10      TEMPORARY NOTES; GLOBAL NOTES.

                  (a) Until definitive Notes are ready for delivery, the Company
         may prepare and the Trustee shall authenticate temporary Notes.
         Temporary Notes shall be substantially in the form of definitive Notes
         but may have variations that the Company considers appropriate for

                                       23

<PAGE>   29

         temporary Notes. Without unreasonable delay, the Company shall prepare
         and the Trustee shall authenticate definitive Notes in exchange for
         temporary Notes. Holders of temporary Notes shall be entitled to all of
         the benefits of this Indenture.

                  (b) A Global Note deposited with the Depositary or with the
         Trustee as custodian for the Depositary pursuant to Section 2.01 shall
         be transferred to the beneficial owners thereof in the form of
         certificated Notes only if such transfer complies with Section 2.06 and
         (i) the Depositary notifies the Company that it is unwilling or unable
         to continue as Depositary for such Global Note or if at any time such
         Depositary ceases to be a "clearing agency" registered under the
         Exchange Act and a successor depositary is not appointed by the Company
         within 90 days of such notice, or (ii) an Event of Default has occurred
         and is continuing.

                  (c) Any Global Note that is transferable to the beneficial
         owners thereof in the form of certificated Notes pursuant to this
         Section 2.10 shall be surrendered by or on behalf of the Depositary to
         the Trustee to be so transferred, in whole or from time to time in
         part, without charge, and the Trustee shall authenticate and deliver,
         upon such transfer of each portion of such Global Note, an equal
         aggregate principal amount at maturity of Initial Notes of authorized
         denominations in the form of certificated Notes. Any portion of a
         Global Note transferred pursuant to this Section shall be executed,
         authenticated and delivered only in denominations of EURO 1,000 and any
         integral multiple thereof and registered in such names as the
         Depositary shall direct. Any Initial Note in the form of certificated
         Notes delivered in exchange for an interest in the Global Notes shall,
         except as otherwise provided by Section 2.06(b) bear the Restricted
         Notes Legend set forth in Exhibit A hereto (the "RESTRICTED NOTES").

                  (d) The registered Holder of a Global Note may grant proxies
         and otherwise authorize any Person, including Agent Members and Persons
         that may hold interests through Agent Members, to take any action which
         a Holder is entitled to take under this Indenture or the Notes.

                  (e) In the event of the occurrence of either of the events
         specified in Section 2.10(b), the Company will promptly make available
         to the Trustee a reasonable supply of certificated Notes in definitive,
         fully registered form without interest coupons.

SECTION 2.11      CANCELLATION.

         The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee shall promptly cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of
canceled Notes as the Company directs. The Company may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for
cancellation.

SECTION 2.12      DEFAULTED INTEREST.

         If the Company fails to make a payment of interest on the Notes, it
shall pay such defaulted interest plus any interest payable on the defaulted
interest, in any lawful manner. It may pay such defaulted interest, plus any
such interest payable on it, to the Persons who are Holders on a subsequent
special record date. The Company shall fix any such record date and payment
date, provided that no such record date shall be less than 10 days prior to the
related payment date for such defaulted interest. At least 15 days before any
such record date, the Company shall mail to Holders a notice that states the
special record date, the related payment date and amount of such interest to be
paid.

                                       24

<PAGE>   30


                                  ARTICLE III.
                                   REDEMPTION

SECTION 3.01      NOTICES TO TRUSTEE.

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of the Notes and Section 3.07 hereof or pursuant to the
Optional Tax Redemption provision of the Notes (Section 8 of the Initial Notes
and Section 7 of the Exchange Notes), it shall notify the Trustee of the
redemption date and the principal amount at maturity of Notes to be redeemed,
and in connection with an Optional Tax Redemption as provided in the Notes, such
notice shall be accompanied by an Officer's Certificate to the effect that the
conditions to such redemption contained herein have been complied with. The
Company shall give each notice provided for in this Section 3.01 at least 50
days before the redemption date (unless a shorter notice period shall be
satisfactory to the Trustee).

SECTION 3.02      SELECTION OF NOTES TO BE REDEEMED.

         If less than all of the Notes are to be redeemed at any time, selection
of Notes shall be made by the Trustee on a pro rata basis or by lot or by method
that complies with the requirements of any exchange on which the Notes are
listed and that the Trustee considers fair and appropriate, provided that no
Notes of euro1,000 or less at maturity shall be redeemed in part. The Trustee
shall make the selection not more than 60 days and not less than 30 days before
the redemption date from Notes outstanding not previously called for redemption.
Notes and portions of Notes selected shall be in amounts of euro1,000 or
integral multiples of euro1,000. Provisions of this Indenture that apply to
Notes called for redemption also apply to portions of Notes called for
redemption. The Trustee shall notify the Company promptly of the Notes or
portions of Notes to be called for redemption.

SECTION 3.03      NOTICE OF REDEMPTION.

         At least 30 days but not more than 60 days before a redemption date,
the Company shall mail, by first class mail, a notice of redemption to each
Holder whose Notes are to be redeemed at its registered address. The notice
shall identify the Notes to be redeemed and shall state:

                  (a) the redemption date;

                  (b) the redemption price;

                  (c) if any Note is to be redeemed in part only, the portion of
         the principal amount at maturity thereof redeemed, and that, after the
         redemption date, upon surrender of such Note, a new Note in principal
         amount at maturity equal to the unredeemed portion thereof shall be
         issued in the name of the Holder thereof upon cancellation of the
         original Note;

                  (d) the name and address of the Paying Agent;

                  (e) that Notes called for redemption must be surrendered to
         the Paying Agent to collect the redemption price plus accrued interest,
         if any;

                  (f) that interest on Notes called for redemption ceases to
         accrue on and after the redemption date (or, in the case of redemption
         prior to November 15, 2004, the Accreted Value will cease to increase
         after the redemption date); and

                  (g) the paragraph of the Notes pursuant to which the Notes
         called for redemption are being redeemed.

                                       25

<PAGE>   31


         At the Company's request, the Trustee shall give notice of redemption
in the Company's name and at its expense; provided that the Company shall have
delivered to the Trustee, at least 45 days prior to the redemption date, an
Officer's Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice, as provided in the preceding
paragraph.

SECTION 3.04      EFFECT OF NOTICE OF REDEMPTION.

         Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become due and payable on the redemption
date at the price set forth in the Note. A notice of redemption may not be
conditional.

SECTION 3.05      DEPOSIT OF REDEMPTION PRICE.

         On or before the redemption date, the Company shall deposit with the
Trustee or with the Paying Agent money sufficient to pay the redemption price of
and accrued interest, if any, on all Notes to be redeemed on that date. The
Trustee or the Paying Agent shall return to the Company any money not required
for that purpose.

SECTION 3.06      NOTES REDEEMED IN PART.

         Upon surrender of a Note that is redeemed in part, the Company shall
issue and the Trustee shall authenticate for the Holder at the expense of the
Company a new Note equal in principal amount at maturity to the unredeemed
portion of the Note surrendered.

SECTION 3.07      OPTIONAL REDEMPTION AND OPTIONAL TAX REDEMPTION.

         The Company may redeem all or any portion of the Notes, upon the terms
and at the redemption prices set forth in each of the Notes. The Company may
also redeem all of the Notes in accordance with the Optional Tax Redemption
provision of the Notes (Section 8 of the Initial Notes and Section 7 of the
Exchange Notes). Any redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Section 3.01 through 3.06 hereof.

SECTION 3.08      MANDATORY REDEMPTION

         The Company shall not be required to make mandatory redemption payments
with respect to the Notes.

SECTION 3.09      ASSET SALE OFFER AND PURCHASE OFFER.

                  (a) In the event that the Company shall commence an offer to
         all Holders of the Notes to purchase Notes pursuant to Section 4.10
         hereof (the "ASSET SALE OFFER") or pursuant to Section 4.13 hereof (the
         "PURCHASE OFFER"), the Company shall follow the procedures in this
         Section 3.09.

                  (b) The Asset Sale Offer or the Purchase Offer, as the case
         may be, shall remain open for a period specified by the Company which
         shall be no less than 30 calendar days and no more than 40 calendar
         days following its commencement (the "COMMENCEMENT DATE") (as
         determined in accordance with Section 4.10 or 4.13 hereof, as the case
         may be), except to the extent that a longer period is required by
         applicable law (the "TENDER PERIOD"). Upon the expiration of the Tender
         Period (the "PURCHASE DATE"), the Company shall purchase the Accreted
         Value (if prior to November 15, 2004) or principal amount (if on or
         after November 15, 2004) of Notes required to be purchased pursuant to
         Section 4.10 or 4.13 hereof (the "OFFER AMOUNT") or, if less than the
         Offer Amount has been tendered, all Notes tendered in response to the
         Asset Sale Offer or the Purchase Offer, as the case may be.

                                       26

<PAGE>   32


                  (c) If the Purchase Date is (i) on or after November 15, 2004,
         (ii) on or after an interest payment record date and (iii) on or before
         the related interest payment date, any accrued interest shall be paid
         to the Person in whose name a Note is registered at the close of
         business on such record date, and no additional interest will be
         payable to Holders who tender Notes pursuant to the Asset Sale Offer or
         the Purchase Offer, as the case may be.

                  (d) The Company shall provide the Trustee with notice of the
         Asset Sale Offer or the Purchase Offer, as the case may be, at least 10
         days before the Commencement Date.

                  (e) On or before the Commencement Date, the Company or the
         Trustee (at the expense of the Company) shall send, by first class
         mail, a notice to each of the Holders, which shall govern the terms of
         the Asset Sale Offer or the Purchase Offer and shall state:

                  (i) that the Asset Sale Offer or the Purchase Offer is being
         made pursuant to this Section 3.09 and, as applicable, Section 4.10 or
         4.13 hereof and the length of time the Asset Sale Offer or the Purchase
         Offer will remain open;

                  (ii) the Offer Amount, the purchase price (as determined in
         accordance with Section 4.10 or 4.13 hereof) and the Purchase Date, and
         in the case of a Purchase Offer made pursuant to Section 4.13 hereof,
         that all Notes tendered will be accepted for payment;

                  (iii) that any Note or portion thereof not tendered or
         accepted for payment will continue to accrue interest (or, if
         applicable, that the Accreted Value of any Note or portion thereof not
         tendered or accepted for payment will continue to increase as provided
         in such Notes);

                  (iv) that, unless the Company defaults in the payment of the
         purchase price, any Note or portion thereof accepted for payment
         pursuant to the Asset Sale Offer or the Purchase Offer will cease to
         accrue interest after the Purchase Date (or, if applicable, the
         Accreted Value of any Note or portion thereof accepted for payment
         pursuant to the Asset Sale Offer or Purchase Offer will cease to
         increase after the Purchase Date as provided in such Notes);

                  (v) that Holders electing to have a Note or portion thereof
         purchased pursuant to any Asset Sale Offer or Purchase Offer will be
         required to surrender the Note, with the form entitled "Option of
         Holder to Elect Purchase" on the reverse of the Note completed, to the
         Company, a depositary, if appointed by the Company, or a Paying Agent
         at the address specified in the notice prior to the close of business
         on the third Business Day preceding the Purchase Date;

                  (vi) that Holders will be entitled to withdraw their election
         if the Company, depositary or Paying Agent, as the case may be,
         receives, not later than the close of business on the second Business
         Day preceding the Purchase Date, or such longer period as may be
         required by law, a letter or a telegram, telex or facsimile
         transmission (receipt of which is confirmed and promptly followed by a
         letter) setting forth the name of the Holder, the principal amount at
         maturity of the Note or portion thereof the Holder delivered for
         purchase and a statement that such Holder is withdrawing his election
         to have the Note or portion thereof purchased;

                                       27

<PAGE>   33


                  (vii) that, in the event of an Asset Sale Offer, if the
         aggregate principal amount at maturity of Notes surrendered by Holders
         exceeds the Offer Amount, the Trustee will select the Notes to be
         purchased pro rata or by a method that complies with the requirements
         of any exchange on which the Notes are listed and that the Trustee
         considers fair and appropriate with such adjustments as may be deemed
         appropriate by the Company so that only Notes in denominations of
         (a)1,000, or integral multiples thereof, shall be purchased; and

                  (viii) that Holders whose Notes were purchased only in part
         will be issued new Notes equal in principal amount at maturity to the
         unpurchased portion of the Notes surrendered.

         In addition, the notice shall, to the extent permitted by applicable
law, be accompanied by a copy of the information regarding the Company and its
Subsidiaries which is required to be contained in the most recent Quarterly
Report on Form 10-Q or Annual Report on Form 10-K (including any financial
statements or other information required to be included or incorporated by
reference therein) and any Reports on Form 8-K filed since the date of such
Quarterly Report or Annual Report (or would have been required to file if the
Company remained a company incorporated in the United States), as the case may
be, which the Company has filed (or would have been required to file if it
remained a company incorporated in the United States) with the SEC on or prior
to the date of the notice. The notice shall contain all instructions and
materials necessary to enable such Holders to tender Notes pursuant to the Asset
Sale Offer or the Purchase Offer, as the case may be.

                  (f) At least one Business Day prior to the Purchase Date, the
         Company shall irrevocably deposit with the Trustee or a Paying Agent in
         immediately available funds an amount equal to the Offer Amount to be
         held for payment in accordance with the terms of this Section. On the
         Purchase Date, the Company shall, to the extent lawful, (i) accept for
         payment the Notes or portions thereof tendered pursuant to the Asset
         Sale Offer or the Purchase Offer, (ii) deliver or cause the depositary
         or Paying Agent to deliver to the Trustee Notes so accepted and (iii)
         deliver to the Trustee an Officer's Certificate stating such Notes or
         portions thereof have been accepted for payment by the Company in
         accordance with the terms of this Section 3.09. The depositary, the
         Paying Agent or the Company, as the case may be, shall promptly (but in
         any case not later than ten (10) calendar days after the Purchase Date)
         mail or deliver to each tendering Holder an amount equal to the
         purchase price of the Notes tendered by such Holder and accepted by the
         Company for purchase, and the Trustee shall promptly authenticate and
         mail or deliver to such Holders a new Note equal in principal amount at
         maturity to any unpurchased portion of the Note surrendered. Any Notes
         not so accepted shall be promptly mailed or delivered by or on behalf
         of the Company to the Holder thereof. The Company will publicly
         announce in a newspaper of general circulation the results of the Asset
         Sale Offer or the Purchase Offer on the Purchase Date.

                  (g) For the purposes of calculating the allocation of
         available Excess Proceeds to the Notes and each issue of Other
         Qualified Notes on a pro rata basis according to accreted value or
         principal amount, as the case may be, the relevant principal amount or
         the accreted value, as the case may be, of the Notes and any Other
         Qualified Notes denominated in a currency other than United States
         dollars will be notionally converted into United States dollars from
         the currency the Notes and such Other Qualified Notes are denominated
         in (the "BASE CURRENCY");

                  (i) in the case of determining the maximum principal amount or
         accreted value of Notes and Other Qualified Notes that may be purchased
         out of the Excess Proceeds, at the noon buying rate in the City of New
         York as certified for customs purposes by the Federal Reserve Bank of
         New York for cable transfers in the Base

                                       28

<PAGE>   34


         Currency (the "NOON BUYING RATE") on the Business Day which is
         10 Business Days prior to the Commencement Date; and

                  (ii) in the case of determining the allocation of the
         remaining Excess Proceeds if the aggregate principal amount or accreted
         value, as the case may be, of Notes and Other Qualified Notes
         surrendered by holders in the Asset Sale Offer exceeds the remaining
         amount of Excess Proceeds, at the Noon Buying Rate on the second
         Business Day preceding the Purchase Date.

                  (h) The Asset Sale Offer or the Purchase Offer shall be made
         by the Company in compliance with all applicable provisions of the
         Exchange Act, and all applicable tender offer rules promulgated
         thereunder, and shall include all instructions and materials necessary
         to enable such Holders to tender their Notes.

                                   ARTICLE IV.
                                    COVENANTS

SECTION 4.01      PAYMENT OF NOTES.

         The Company shall pay the principal of, premium, if any, and interest
on, the Notes on the dates and in the manner provided in the Notes. Principal,
premium, if any, and interest shall be considered paid on the date due if the
Paying Agent (other than the Company or an Affiliate of the Company) holds on
that date money designated for and sufficient to pay all principal and interest
then due. To the extent lawful, the Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on (i) the
overdue Accreted Value of the Notes, if prior to November 15, 2004, or the
overdue principal and premium, if any, if on or after November 15, 2004, at the
rate borne by the Notes, compounded semiannually; and (ii) overdue installments
of interest (without regard to any applicable grace period) at the same rate,
compounded semiannually.

SECTION 4.02      REPORTS.

         Whether or not required by the rules and regulations of the SEC, so
long as any Notes are outstanding, the Company shall file with the SEC and
furnish to the Trustee and to the Holders of Notes, all quarterly and annual
financial information required to be contained in a filing with the SEC on Forms
10-Q and 10-K (or the equivalent thereof under the Exchange Act for foreign
private issuers in the event the Company becomes a corporation organized under
the laws of the United Kingdom, the Netherlands, the Netherlands Antilles,
Bermuda or the Cayman Islands), including a "Management's Discussion and
Analysis of Results of Operations and Financial Condition" and, with respect to
the annual information only, a report thereon by the Company's certified
independent accountants, in each case, in the form required by the rules and
regulations of the SEC as in effect on the Issuance Date. This Section 4.02 will
apply notwithstanding that the Company becomes a corporation organized under the
laws of the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda
or the Cayman Islands.

SECTION 4.03      COMPLIANCE CERTIFICATE.

         The Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year of the Company, an Officer's Certificate stating that a
review of the activities of the Company and its subsidiaries during the
preceding fiscal year has been made under the supervision of the signing Officer
with a view to determining whether the Company has kept, observed, performed and
fulfilled its obligations under, and complied with the covenants and conditions
contained in, this Indenture, and further stating, as to the Officer signing
such certificate, that to the best of his knowledge the Company has kept,
observed, performed and fulfilled each and every covenant, and complied with the
covenants

                                       29

<PAGE>   35

and conditions contained in this Indenture and is not in default in
the performance or observance of any of the terms, provisions and conditions
hereof (or, if a Default or Event of Default shall have occurred, describing all
such Defaults or Events of Default of which he may have knowledge) and that to
the best of his knowledge no event has occurred and remains in existence by
reason of which payments on account of the principal or of interest, if any, on
the Notes are prohibited.

         One of the Officers signing such Officer's Certificate shall be either
the Company's principal executive officer, principal financial officer or
principal accounting officer.

         The Company will so long as any of the Notes are outstanding, deliver
to the Trustee, forthwith upon becoming aware of any Default or Event of Default
an Officer's Certificate specifying such Default or Event of Default.

         Immediately upon the occurrence of any event giving rise to the accrual
of Special Interest (as such term is defined in Exhibit A hereto) or the
cessation of such accrual, the Company shall give the Trustee notice thereof and
of the event giving rise to such accrual or cessation (such notice to be
contained in an Officer's Certificate) and prior to receipt of such Officer's
Certificate the Trustee shall be entitled to assume that no such accrual has
commenced or ceased, as the case may be.

SECTION 4.04      STAY, EXTENSION AND USURY LAWS.

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not, by resort to any such law, hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

SECTION 4.05      CORPORATE EXISTENCE.

         Subject to Article V hereof, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence and the corporate, partnership or other existence of each subsidiary
of the Company in accordance with the respective organizational documents of
each subsidiary and the rights (charter and statutory), licenses and franchises
of the Company and its subsidiaries; provided, however, that the Company shall
not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any subsidiary, if the Board of
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and its subsidiaries taken as a
whole and that the loss thereof is not adverse in any material respect to the
Holders. The Company shall notify the Trustee in writing of any subsidiary which
qualifies as a Material Subsidiary and is not specified in clause (i) of the
definition thereof.

SECTION 4.06      TAXES.

         The Company shall, and shall cause each of its subsidiaries to, pay
prior to delinquency all taxes, assessments and governmental levies, except as
contested in good faith and by appropriate proceedings.

SECTION 4.07      LIMITATIONS ON LIENS.

         Neither the Company nor any of its Restricted Subsidiaries may,
directly or indirectly create, incur, assume or suffer to exist any Lien on any
asset now owned or hereafter acquired, or any income or profits therefrom or
assign or convey any right to receive income therefrom, except:

                                       30

<PAGE>   36


                  (a) Permitted Liens;

                  (b) Liens securing Indebtedness and related obligations to the
         extent such Indebtedness and related obligations are permitted under
         Sections 4.08(b)(i), (iii), (iv), (v), (viii), (ix) and (xi) hereof;

                  (c) Liens on the assets acquired or leased with the proceeds
         of Indebtedness permitted to be incurred under Section 4.08 hereof; and

                  (d) Liens securing Refinancing Indebtedness permitted to be
         incurred under Section 4.08 hereof; provided that the Refinancing
         Indebtedness so issued and secured by such Lien shall not be secured by
         any property or assets of the Company or any of its Restricted
         Subsidiaries other than the property or assets subject to the Liens
         securing such Indebtedness being refinanced.

SECTION 4.08      INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

                  (a) The Company shall not, and shall not permit any of its
         Restricted Subsidiaries to, directly or indirectly, create, incur,
         issue, assume, guaranty or otherwise become directly or indirectly
         liable with respect to (collectively, "INCUR") any Indebtedness
         (including Acquired Debt) and the Company shall not issue any
         Disqualified Stock and shall not permit any of its Restricted
         Subsidiaries to issue any shares of preferred stock that is
         Disqualified Stock; provided, however, that the Company may incur
         Indebtedness or issue shares of Disqualified Stock and any of its
         Restricted Subsidiaries may issue shares of preferred stock that is
         Disqualified Stock if after giving effect to such issuance or
         incurrence on a pro forma basis, the sum of (x) Indebtedness of the
         Company and its Restricted Subsidiaries, on a consolidated basis, (y)
         the liquidation value of outstanding preferred stock of Restricted
         Subsidiaries and (z) the aggregate amount payable by the Company and
         its Restricted Subsidiaries, on a consolidated basis, upon redemption
         of Disqualified Stock to the extent such amount is not included in the
         preceding clause (y) shall be less than the product of Annualized Pro
         Forma EBITDA for the latest fiscal quarter for which internal financial
         statements are available immediately preceding the date on which such
         additional Indebtedness is incurred or such Disqualified Stock or
         preferred stock is issued multiplied by 7.0, determined on a pro forma
         basis (including a pro forma application of the net proceeds
         therefrom), as if the additional Indebtedness had been incurred, or the
         Disqualified Stock or preferred stock had been issued, as the case may
         be, at the beginning of such quarter.

                  (b) The foregoing limitations in Section 4.08(a) shall not
         apply to:

                  (i) the incurrence by the Company or any Restricted Subsidiary
         of Indebtedness pursuant to the Credit Facility;

                  (ii) the issuance by any Restricted Subsidiary of preferred
         stock (other than Disqualified Stock) to the Company, any Restricted
         Subsidiary of the Company or the holders of Equity Interests in any
         Restricted Subsidiary on a pro rata basis to such holders;

                  (iii) the incurrence of Indebtedness or the issuance of
         preferred stock by the Company or any of its Restricted Subsidiaries
         the proceeds of which are (or the credit support provided by any such
         Indebtedness is), in each case, used to finance the construction,
         capital expenditure and working capital needs of a Cable Business
         (including, without limitation, payments made pursuant to any License),
         the acquisition of Cable Assets or the Capital Stock of a Qualified
         Subsidiary;

                                       31

<PAGE>   37


                  (iv) the incurrence by the Company or any of its Restricted
         Subsidiaries of additional Indebtedness in an aggregate principal
         amount not to exceed $100.0 million at any time;

                  (v) the incurrence by the Company or any Restricted Subsidiary
         of any Permitted Acquired Debt;

                  (vi) the incurrence by the Company or any Subsidiary of
         Indebtedness issued in exchange for, or the proceeds of which are used
         to extend, refinance, renew, replace, or refund the Notes, the 2006
         Notes, the 2009 Notes, Existing Indebtedness or Indebtedness referred
         to in clauses (i), (ii), (iii), (iv) or (v) above or Indebtedness
         incurred pursuant to Section 4.08(a) hereof (the "REFINANCING
         INDEBTEDNESS"); provided, however, that (1) the principal amount of,
         and any premium payable in respect of, such Refinancing Indebtedness
         shall not exceed the principal amount of Indebtedness so extended,
         refinanced, renewed, replaced or refunded (plus the amount of
         reasonable expenses incurred in connection therewith); (2) the
         Refinancing Indebtedness shall have (A) a Weighted Average Life to
         Maturity equal to or greater than the Weighted Average Life to Maturity
         of the Indebtedness being extended, refinanced, renewed, replaced or
         refunded, and (B) a stated maturity no earlier than the stated maturity
         of, the Indebtedness being extended, refinanced, renewed, replaced or
         refunded; and (3) the Refinancing Indebtedness shall be subordinated in
         right of payment to the Notes as and to the extent of the Indebtedness
         being extended, refinanced, renewed, replaced or refunded;

                  (vii) the issuance of the Preferred Stock in lieu of payment
         of cash interest on the Subordinated Debentures or the incurrence by
         the Company of Indebtedness represented by the Subordinated Debentures
         upon the exchange of the Preferred Stock in accordance with the
         Certificate of Designations therefor;

                  (viii) Indebtedness under Exchange Rate Contracts, provided
         that such Exchange Rate Contracts are related to payment obligations
         under Existing Indebtedness or Indebtedness incurred under Section
         4.08(a) or (b) hereof that are being hedged thereby, and not for
         speculation and that the aggregate notional amount under each such
         Exchange Rate Contract does not exceed the aggregate payment
         obligations under such Indebtedness;

                  (ix) Indebtedness under Interest Rate Agreements, provided
         that the obligations under such agreements are related to payment
         obligations on Existing Indebtedness or Indebtedness otherwise incurred
         pursuant to Section 4.08(a) or (b) hereof, and not for speculation;

                  (x) the incurrence of Indebtedness between the Company and any
         Restricted Subsidiary, between or among Restricted Subsidiaries and
         between any Restricted Subsidiary and other holders of Equity Interests
         of such Restricted Subsidiary (or other Persons providing funding on
         their behalf) on a pro rata basis and on substantially identical
         principal financial terms; provided, however, that if any such
         Restricted Subsidiary that is the payee of any such Indebtedness ceases
         to be a Restricted Subsidiary or transfers such Indebtedness (other
         than to the Company or a Restricted Subsidiary of the Company), such
         events shall be deemed, in each case, to constitute the incurrence of
         such Indebtedness by the Company or by a Restricted Subsidiary, as the
         case may be, at the time of such event; and

                                       32

<PAGE>   38


                  (xi) Indebtedness of the Company and/or any Restricted
         Subsidiary in respect of performance bonds of the Company or any
         Subsidiary or surety bonds provided by the Company or any Restricted
         Subsidiary received in the ordinary course of business in connection
         with the construction or operation of a Cable Business.

                  (c) Any redesignation of a Non-Restricted Subsidiary as a
         Restricted Subsidiary shall be deemed for purposes of this Section 4.08
         to be an incurrence of Indebtedness by the Company and its Restricted
         Subsidiaries of the Indebtedness of such Non-Restricted Subsidiary as
         of the time of such redesignation to the extent such Indebtedness does
         not already constitute Indebtedness of the Company or one of its
         Restricted Subsidiaries.

SECTION 4.09      RESTRICTED PAYMENTS.

                  (a) The Company shall not, and shall not permit any of its
         Restricted Subsidiaries to, directly or indirectly:

                  (i) declare or pay any dividend or make any distribution on
         account of the Company's or any of its Restricted Subsidiaries' Equity
         Interests (other than (x) dividends or distributions payable in Equity
         Interests (other than Disqualified Stock) of the Company or such
         Restricted Subsidiary, (y) dividends or distributions payable to the
         Company or any Wholly Owned Subsidiary of the Company, or (z) pro rata
         dividends or pro rata distributions payable by a Restricted
         Subsidiary);

                  (ii) purchase, redeem or otherwise acquire or retire for value
         any Equity Interests of the Company (other than any such Equity
         Interests owned by the Company or any Wholly Owned Subsidiary of the
         Company);

                  (iii) voluntarily purchase, redeem or otherwise acquire or
         retire for value any Indebtedness that is subordinated to the Notes; or

                  (iv) make any Restricted Investment (all such payments and
         other actions set forth in clauses (i) through (iv) above being
         collectively referred to as "RESTRICTED PAYMENTS"), unless, at the time
         of such Restricted Payment:

                  (1) no Default or Event of Default shall have occurred and be
         continuing or would occur as a consequence thereof; and

                  (2) such Restricted Payment, together with the aggregate of
         all other Restricted Payments made by the Company and its Restricted
         Subsidiaries after the Issuance Date (including Restricted Payments
         permitted by clauses (ii) through (x) of Section 4.09(b)), is less than
         the sum of (x) the difference between Cumulative EBITDA and 1.5 times
         Cumulative Interest Expense plus (y) Capital Stock Sale Proceeds plus
         (z) cash received by the Company or a Restricted Subsidiary from a
         Non-Restricted Subsidiary (other than cash which is or is required to
         be repaid or returned to such Non-Restricted Subsidiary); provided,
         however, that to the extent that any Restricted Investment that was
         made after the date of this Indenture is sold for cash or otherwise
         liquidated or repaid for cash, the amount credited pursuant to this
         clause (z) shall be the lesser of (A) the cash received with respect to
         such sale, liquidation or repayment of such Restricted Investment (less
         the cost of such sale, liquidation or repayment, if any) and (B) the
         initial amount of such Restricted Investment, in each case as
         determined in good faith by the Company's Board of Directors.

                                       33

<PAGE>   39


                  (b) The foregoing provisions in Section 4.09(a) shall not
         prohibit:

                  (i) the payment of any dividend within 60 days after the date
         of declaration thereof, if at said date of declaration such payment
         would have complied with the provisions of this Indenture;

                  (ii) (x) the redemption, repurchase, retirement or other
         acquisition of any Equity Interests of the Company or any Restricted
         Subsidiary or (y) an Investment in any Person, in each case, in
         exchange for, or out of the proceeds of, the substantially concurrent
         sale (other than to a Restricted Subsidiary of the Company) of other
         Equity Interests (other than any Disqualified Stock) of the Company,
         provided that the Company delivers to the Trustee:

                  (1) with respect to any transaction involving in excess of
         $1.0 million, a resolution of the Board of Directors set forth in an
         Officer's Certificate certifying that such transaction is approved by a
         majority of the directors on the Board of Directors; and

                  (2) with respect to any transaction involving in excess of
         $25.0 million, an opinion as to the fairness to the Company or such
         Restricted Subsidiary from a financial point of view issued by an
         investment banking firm of national standing with high yield
         experience, together with an Officer's Certificate to the effect that
         such opinion complies with this clause (2);

                  (iii) Investments by the Company or any Restricted Subsidiary
         in a Non-Controlled Subsidiary which (A) has no Indebtedness on a
         consolidated basis other than Indebtedness incurred to finance the
         purchase of equipment used in a Cable Business, (B) has no restrictions
         (other than restrictions imposed or permitted by this Indenture or the
         indentures governing the Other Qualified Notes or any other instrument
         governing unsecured indebtedness of the Company which is pari passu
         with the Notes) on its ability to pay dividends or make any other
         distributions to the Company or any of its Restricted Subsidiaries, (C)
         is or will be a Cable Business and (D) uses the proceeds of such
         Investment for constructing a Cable Business or the working capital
         needs of a Cable Business;

                  (iv) the redemption, purchase, defeasance, acquisition or
         retirement of Indebtedness that is subordinated to the Notes (including
         premium, if any, and accrued and unpaid interest) made by exchange for,
         or out of the proceeds of the substantially concurrent sale (other than
         to a Restricted Subsidiary of the Company) of (A) Equity Interests of
         the Company or (B) Refinancing Indebtedness permitted to be incurred
         under Section 4.08 hereof;

                  (v) Investments by the Company or any Restricted Subsidiary in
         a Non-Controlled Subsidiary which is or will be a Cable Business in an
         amount not to exceed $100.0 million in the aggregate plus the sum of
         (x) cash received by the Company or a Restricted Subsidiary from a
         Non-Restricted Subsidiary (other than cash which s or is required to be
         repaid or returned to such Non-Restricted Subsidiary) and (y) Capital
         Stock Sale Proceeds (excluding the aggregate net sale proceeds to be
         received upon conversion of the Convertible Subordinated Notes);

                  (vi) Investments by the Company or any Restricted Subsidiary
         in Permitted Non-Controlled Assets;

                                       34

<PAGE>   40


                  (vii) Investments by the Company or any Restricted Subsidiary
         in SDN Limited, a joint venture organized to operate a digital
         terrestrial television multiplex, in an amount not exceeding
         (pound)11.4 million.

                  (viii) the extension by the Company or any Restricted
         Subsidiary of trade credit to a Non-Restricted Subsidiary extended on
         usual and customary terms in the ordinary course of business, provided
         that the aggregate amount of such trade credit shall not exceed $25.0
         million at any one time;

                  (ix) the payment of cash dividends on the Preferred Stock
         accruing on or after February 15, 2004 or any mandatory redemption or
         repurchase of the Preferred Stock, in each case, in accordance with the
         Certificate of Designations therefor; and

                  (x) the exchange of all of the outstanding shares of Preferred
         Stock for Subordinated Debentures in accordance with the Certificate of
         Designations for the Preferred Stock.

                  (c) Any Investment in a Subsidiary (other than the issuance,
         transfer or other conveyance of Equity Interests of the Company (or any
         Capital Stock Sale Proceeds therefrom)) that is designated by the Board
         of Directors as a Non-Restricted Subsidiary shall become a Restricted
         Payment made on the date of such designation in the amount of the
         greater of (x) the book value of such Subsidiary on the date such
         Subsidiary becomes a Non-Restricted Subsidiary and (y) the fair market
         value of such Subsidiary on such date as determined (A) in good faith
         by the Board of Directors of such Subsidiary if such fair market value
         is determined to be less than $25.0 million and (B) by an investment
         banking firm of national standing with high yield underwriting
         expertise if such fair market value is determined to be in excess of
         $25.0 million.

                  (d) Not later than the fifth Business Day after making any
         Restricted Payment (other than those referred to in sub-clause (viii)
         of Section 4.09(b)), the Company shall deliver to the Trustee an
         Officer's Certificate stating that such Restricted Payment is permitted
         and setting forth the basis upon which the calculations required by
         this Section 4.09 were computed, which calculations may be based upon
         the Company's latest available financial statements.

SECTION 4.10      ASSET SALES.

                  (a) The Company will not, and will not permit any of its
         Restricted Subsidiaries to cause, make or suffer to exist any Asset
         Sale, unless:

                  (i) no Default exists or is continuing immediately prior to
         and after giving effect to such Asset Sale;

                  (ii) the Company (or the Restricted Subsidiary, as the case
         may be) receives consideration at the time of such Asset Sale at least
         equal to the fair market value (evidenced for purposes of this Section
         4.10 by a resolution of the Board of Directors set forth in an
         Officer's Certificate delivered to the Trustee) of the assets sold or
         otherwise disposed of; and

                  (iii) at least 80% of the consideration therefor received by
         the Company or such Restricted Subsidiary is in the form of (w) Cash
         Equivalents, (x) Replacement Assets, (y) publicly traded Equity
         Interests of a Person who is, directly or indirectly, engaged primarily
         in one or more Cable Businesses; provided, however, that the

                                       35

<PAGE>   41

         Company or such Restricted Subsidiary shall Monetize such
         Equity Interests by sale to one or more Persons (other than to the
         Company or a Subsidiary thereof) at a price not less than the fair
         market value thereof within 180 days of the consummation of such Asset
         Sale, or (z) any combination of the foregoing clauses (w) through (y);
         provided, however, that the amount of (x) any liabilities (as shown on
         the Company's or such Restricted Subsidiary's most recent balance sheet
         or in the notes thereto) of the Company or any Restricted Subsidiary
         (other than liabilities that are by their terms subordinated to the
         Notes) that are assumed by the transferee of any such assets and (y)
         any notes or other obligations received by the Company or any such
         Restricted Subsidiary from such transferee that are within five
         Business Days converted by the Company or such Restricted Subsidiary
         into cash, shall be deemed to be Cash Equivalents (to the extent of the
         Cash Equivalents received in such conversion) for purposes of this
         clause (iii).

                  (b) Within 360 days after any Asset Sale, the Company (or the
         Restricted Subsidiary, as the case may be) shall cause the Net Proceeds
         from such Asset Sale:

                  (i) to be used to permanently reduce Indebtedness of a
         Restricted Subsidiary; or

                  (ii) to be invested or reinvested in Replacement Assets.

                  Pending final application of any such Net Proceeds, the
Company may temporarily reduce revolving credit borrowings or otherwise invest
such Net Proceeds in any manner that is not prohibited by this Indenture or the
indentures for the Other Qualified Notes.

                  Any Net Proceeds from any Asset Sale that are not used or
reinvested as provided in the preceding sentence constitute "EXCESS PROCEEDS."
When the aggregate amount of Excess Proceeds exceeds $15 million, the Company
shall make an offer (an "ASSET SALE OFFER") to all holders of Notes and Other
Qualified Notes to purchase the maximum principal amount of Notes and Other
Qualified Notes (determined on a pro rata basis according to the accreted value
or principal amount, as the case may be, of the Notes and the Other Qualified
Notes and in accordance with Section 3.09(g)(i)) that may be purchased out of
the Excess Proceeds (x) with respect to the Other Qualified Notes, based on the
terms set forth in the indenture related to each issue of the Other Qualified
Notes and (y) with respect to the Notes, at an offer price in cash in an amount
equal to 100% of the outstanding principal amount thereof plus accrued and
unpaid interest, if any, to the date fixed for the closing of such offer (or, in
the case of repurchases of Notes prior to November 15, 2004, at a purchase price
equal to 100% of the Accreted Value thereof as of the date fixed for the closing
of such offer), in accordance with the procedures set forth in Section 3.09
hereof. To the extent that the aggregate principal amount or accreted value, as
the case may be, of Notes and Other Qualified Notes tendered pursuant to an
Asset Sale Offer is less than the Excess Proceeds, the Company may use such
deficiency for general corporate purposes. If the aggregate principal amount or
accreted value, as the case may be, of Notes and Other Qualified Notes
surrendered by holders thereof exceeds the amount of Excess Proceeds, then such
remaining Excess Proceeds shall be allocated pro rata according to accreted
value or principal amount, as the case may be, to the Notes and each issue of
the Other Qualified Notes and in accordance with Section 3.09(g)(ii), and the
Trustee shall select the Notes to be purchased from the amount allocated to the
Notes on the basis set forth in Section 3.09(e) hereof. Upon completion of such
offers to purchase each of the Notes and the Other Qualified Notes, the amount
of Excess Proceeds will be reset at zero.

                  (c) Notwithstanding the provisions of Sections 4.10(a) and
(b): the Company and its Subsidiaries may:

                                       36

<PAGE>   42


                  (i) sell, lease, transfer, convey or otherwise dispose of
         assets or property acquired after October 14, 1993, by the Company or
         any Subsidiary in a sale-and-leaseback transaction so long as the
         proceeds of such sale are applied within five Business Days to
         permanently reduce Indebtedness of a Restricted Subsidiary or if there
         is no such Indebtedness or such proceeds exceed the amount of such
         Indebtedness then such proceeds or excess proceeds are reinvested in a
         Replacement Assets within 360 days after such sale, lease, transfer,
         conveyance or disposition;

                  (ii) (x) swap or exchange assets or property with a Cable
         Controlled Subsidiary or (y) issue, sell, lease, transfer, convey or
         otherwise dispose of equity securities of any of the Company's
         Subsidiaries to a Cable Controlled Subsidiary, in each of cases (x) and
         (y) so long as (A) the ratio of Indebtedness to Annualized Pro Forma
         EBITDA of the Company after such transaction is equal to or less than
         the ratio of Indebtedness to Annualized Pro Forma EBITDA of the Company
         immediately preceding such transaction; provided, however, that if the
         ratio of Indebtedness to Annualized Pro Forma EBITDA of the Company
         immediately preceding such transaction is 6:1 or less, then the ratio
         of Indebtedness to Annualized Pro Forma EBITDA of the Company may be
         0.5 greater than such ratio immediately preceding such transaction and
         (B) either (I) the assets so contributed consist solely of a license to
         operate a Cable Business and the Net Households covered by all of the
         licenses to operate cable and telephone systems held by the Company and
         its Restricted Subsidiaries immediately after and giving effect to such
         transaction equals or exceeds the number of Net Households covered by
         all of the licenses to operate cable and telephone systems held by the
         Company and its Restricted Subsidiaries immediately prior to such
         transaction or (II) the assets so contributed consist solely of Cable
         Assets and the value of the Capital Stock received, immediately after
         and giving effect to such transaction, as determined by an investment
         banking firm of recognized standing with knowledge of the Cable
         Business, equals or exceeds the value of Cable Assets exchanged for
         such Capital Stock; or

                  (iii) issue, sell, lease, transfer, convey or otherwise
         dispose of Equity Interests (other than Disqualified Stock) of the
         Company (or any Capital Stock Sale Proceeds therefrom) to any Person
         (including Non-Restricted Subsidiaries).

SECTION 4.11      TRANSACTIONS WITH AFFILIATES.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or amend any contract, agreement, understanding, loan, advance or guarantee
with, or for the benefit of, any Affiliate (each of the foregoing, an "AFFILIATE
TRANSACTION"), unless:

                  (a) such Affiliate Transaction is on terms that are no less
         favorable to the Company or the relevant Subsidiary than those that
         could have been obtained in a comparable transaction by the Company or
         such Subsidiary with an unrelated Person and

                  (b) the Company delivers to the Trustee:

                  (i) with respect to any Affiliate Transaction involving
         aggregate payments in excess of $1.0 million or any series of Affiliate
         Transactions with an Affiliate involving aggregate payments in excess
         of $1.0 million, a resolution of the Board of Directors set forth in an
         Officer's Certificate certifying that such Affiliate Transaction

                                       37

<PAGE>   43

         complies with Section 4.11 (a) and such Affiliate Transaction is
         approved by a majority of the disinterested directors on the Board of
         Directors; and

                  (ii) with respect to any Affiliate Transaction or any series
         of Affiliate Transactions involving aggregate payments in excess of
         $25.0 million, an opinion as to the fairness to the Company or such
         Subsidiary from a financial point of view issued by an investment
         banking firm of national standing with high yield experience together
         with an Officer's Certificate to the effect that such opinion complies
         with this clause (ii); provided, however, that notwithstanding the
         foregoing provisions, the following shall not be deemed to be Affiliate
         Transactions:

                  (1) any employment agreement entered into by the Company or
         any of its Subsidiaries in the ordinary course of business and
         consistent with the past practice of the Company or its predecessor or
         such Subsidiary;

                  (2) transactions between or among the Company and/or its
         Restricted Subsidiaries;

                  (3) transactions permitted by the provisions of Section 4.09
         hereof;

                  (4) Liens permitted under Section 4.07 hereof which are
         granted by the Company or any of its Subsidiaries to an unrelated
         Person for the benefit of the Company or any other Subsidiary of the
         Company;

                  (5) any transaction pursuant to an agreement in effect on the
         Issuance Date;

                  (6) the incurrence of Indebtedness by a Restricted Subsidiary
         where such Indebtedness is owed to the holders of the Equity Interests
         of such Restricted Subsidiary on a pro rata basis and on substantially
         identical principal financial terms;

                  (7) management, operating, service or interconnect agreements
         entered into in the ordinary course of business with any Cable Business
         in which the Company or any Restricted Subsidiary has an Investment and
         which is not a Cable Controlled Subsidiary (and of which no Affiliate
         of the Company is an Affiliate other than as a result of such
         Investment); and

                  (8) any tax sharing agreement.

SECTION 4.12      DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED
                  SUBSIDIARIES.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary to:

                  (a) (i) pay dividends or make any other distributions to the
         Company or any of its Subsidiaries (A) on its Capital Stock or (B) with
         respect to any other interest or participation in, or measured by, its
         profits, or (ii) pay any indebtedness owed to the Company or any of its
         Subsidiaries, or

                                       38

<PAGE>   44


                  (b) make loans or advances to the Company or any of its
         Subsidiaries, or

                  (c) transfer any of its properties or assets to the Company or
         any of its Subsidiaries, except for such encumbrances or restrictions
         existing under or by reason of:

                  (i) Existing Indebtedness as in effect on the Issuance Date;

                  (ii) this Indenture, the Notes, the indentures relating to the
         2006 Notes and the 2009 Notes, the 2006 Notes and the 2009 Notes;

                  (iii) any agreement covering or relating to Indebtedness
         permitted to be incurred under Section 4.08(b)(i), (ii), (iii), (iv),
         (v), (viii) or (ix) hereof (but only, in the case of Section
         4.08(b)(viii) or (ix), to the extent contemplated by the then-existing
         Credit Facility), provided that the provisions of such agreement permit
         any action referred to in clause (a) above in aggregate amounts
         sufficient to enable the payment of interest and principal and
         mandatory repurchases pursuant to the terms of this Indenture and the
         Notes, but provided further that: (x) any such agreement may
         nevertheless encumber, prohibit or restrict any action referred to in
         clause (a) above if an event of default under such agreement has
         occurred and is continuing or would occur as a result of any such
         action; and (y) any such agreement may nevertheless contain (I)
         restrictions limiting the payment of dividends or the making of any
         other distributions to all or a portion of excess cash-flow (or any
         similar formulation thereof) and (II) subordination provisions
         governing Indebtedness owed to the Company or any Restricted
         Subsidiary;

                  (iv) applicable law;

                  (v) any instrument governing Indebtedness or Capital Stock of
         a Person acquired by the Company or any of its Subsidiaries as in
         effect at the time of such acquisition (except to the extent such
         Indebtedness was incurred in connection with such acquisition), which
         encumbrance or restriction is not applicable to any Person, or the
         properties or assets of any Person, other than the Person, or the
         property or assets of the Person, so acquired; provided that the EBITDA
         of such Person is not taken into account in determining whether such
         acquisition was permitted by the terms of this Indenture;

                  (vi) customary nonassignment provisions in leases entered into
         in the ordinary course of business and consistent with past practices;

                  (vii) provisions of joint venture or stockholder agreements,
         so long as such provisions are determined by a resolution of the Board
         of Directors to be, at the time of such determination, customary for
         such agreements;

                  (viii) with respect to clause (c) above, purchase money
         obligations for property acquired in the ordinary course of business or
         the provisions of any agreement with respect to any Asset Sale (or
         transaction which, but for its size, would be an Asset Sale), solely
         with respect to the assets being sold; or

                  (ix) permitted Refinancing Indebtedness, provided that the
         restrictions contained in the agreements governing such Refinancing
         Indebtedness are determined by a resolution of the Board of Directors
         to be no more restrictive than those contained in the agreements
         governing the Indebtedness being refinanced.

                                       39

<PAGE>   45



SECTION 4.13      CHANGE OF CONTROL

                  (a) Upon the occurrence of a Change of Control Triggering
         Event, each Holder of Notes shall have the right to require the Company
         to repurchase all or any part (equal to euro 1,000 or an integral
         multiple thereof) of such Holder's Notes pursuant to the offer
         described in Section 3.09 hereof (the "PURCHASE OFFER") at a purchase
         price equal to 101% of the principal amount thereof plus accrued and
         unpaid interest thereon, if any, to the date of purchase (or, in the
         case of repurchases of Notes prior to November 15, 2004, at a purchase
         price equal to 101% of the Accreted Value thereof as of the date fixed
         for purchase) (the "CHANGE OF CONTROL PAYMENT").

                  (b) Within 40 days following any Change of Control Triggering
         Event, the Company shall mail to each Holder the notice provided by
         Section 3.09(e) and if and so long as the Notes are listed on the
         Luxembourg Stock Exchange publish a notice in one leading newspaper
         with circulation in Luxembourg.

SECTION 4.14      PAYMENT OF ADDITIONAL AMOUNTS.

         At least 10 days prior to the first date on which payment of principal
and any premium or interest on the Notes is to be made, and at least 10 days
prior to any subsequent such date if there has been any change with respect to
the matters set forth in the Officer's Certificate described in this Section
4.14, the Company shall furnish the Trustee and the Paying Agent, if other than
the Trustee, with an Officer's Certificate instructing the Trustee and the
Paying Agent whether the Company is obligated to pay Additional Amounts (as
defined in Section 3 of the Initial Notes or Section 2 of the Exchange Notes)
with respect to such payment of principal, or of any premium or interest on the
Notes. If the Company will be obligated to pay Additional Amounts with respect
to such payment, then such Officer's Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders and the
Company will pay to the Trustee or the Paying Agent such Additional Amounts. The
Company shall indemnify the Trustee and the Paying Agent for, and hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officer's Certificate
furnished to them pursuant to this Section 4.14.

         Whenever in this Indenture there is mentioned, in any context, the
payment of principal (and premium, if any), Offer Amount, interest or any other
amount payable under or with respect to any Note such mention shall be deemed to
include mention of the payment of Additional Amounts provided for in this
Section 4.14 and Section 3 of the Initial Notes (or Section 2 of the Exchange
Notes) to the extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof pursuant to the provisions of this Section
4.14 and Section 3 of the Initial Notes (or Section 2 of the Exchange Notes) and
express mention of the payment of Additional Amounts (if applicable) in any
provisions hereof shall not be construed as excluding Additional Amounts in
those provisions hereof where such express mention is not made (if applicable).

                                   ARTICLE V.
                                   SUCCESSORS

SECTION 5.01      MERGER, CONSOLIDATION OR SALE OF ASSETS.

         The Company may not consolidate or merge with or into (whether or not
the Company is the surviving corporation), or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its properties or
assets in one or more related transactions to, another corporation, Person or
entity unless:

                                       40

<PAGE>   46


                  (a) the Company is the surviving corporation or the entity or
         the Person formed by or surviving any such consolidation or merger (if
         other than the Company) or to which such sale, assignment, transfer,
         lease, conveyance or other disposition shall have been made is a
         corporation organized or existing under the laws of the United Kingdom,
         the Netherlands, the Netherlands Antilles, Bermuda or the Cayman
         Islands or of the United States, any state thereof or the District of
         Columbia;

                  (b) the entity or Person formed by or surviving any such
         consolidation or merger (if other than the Company) or the entity or
         Person to which such sale, assignment, transfer, lease, conveyance or
         other disposition will have been made assumes all the Obligations
         (including the due and punctual payment of Additional Amounts if the
         surviving corporation is a corporation organized or existing under the
         laws of the United Kingdom, the Netherlands, the Netherlands Antilles,
         Bermuda or the Cayman Islands) of the Company, pursuant to a
         supplemental indenture in a form reasonably satisfactory to the
         Trustee, under the Notes and this Indenture;

                  (c) immediately after such transaction no Default or Event of
         Default exists;

                  (d) the Company or any entity or Person formed by or surviving
         any such consolidation or merger, or to which such sale, assignment,
         transfer, lease, conveyance or other disposition will have been made
         will have a ratio of Indebtedness to Annualized Pro Forma EBITDA equal
         to or less than the ratio of Indebtedness to Annualized Pro Forma
         EBITDA of the Company immediately preceding the transaction; provided,
         however, that if the ratio of Indebtedness to Annualized Pro Forma
         EBITDA of the Company immediately preceding such transaction is 6:1 or
         less, then the ratio of Indebtedness to Annualized Pro Forma EBITDA of
         the Company may be 0.5 greater than such ratio immediately preceding
         such transaction; and

                  (e) such transaction would not result in the loss of any
         material authorization or Material License of the Company or its
         Subsidiaries.

SECTION 5.02      SUCCESSOR CORPORATION SUBSTITUTED.

         Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01 hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person has been named as the Company herein; provided, however, that
the predecessor Company in the case of a sale, assignment, transfer, lease,
conveyance or other disposition shall not be released from the obligation to pay
the principal of and interest on the Notes.

                                   ARTICLE VI.
                              DEFAULTS AND REMEDIES

SECTION 6.01      EVENTS OF DEFAULT.

         An "EVENT OF DEFAULT" occurs if:

                  (a) the Company defaults in the payment of interest (and
         Additional Amounts, if applicable) on any Note when the same becomes
         due and payable and the Default continues for a period of 30 days after
         the date due and payable;

                                       41

<PAGE>   47


                  (b) the Company  defaults in the payment of the  principal of
         any Note when the same becomes due and payable at maturity, upon
         redemption or otherwise;

                  (c) the Company fails to observe or perform any covenant or
         agreement  contained in Section 4.08,  4.09, or 4.13 hereof;

                  (d) the Company fails to observe or perform any other covenant
         or agreement contained in this Indenture or the Notes, required by any
         of them to be performed and the Default continues for a period of 60
         days after notice from the Trustee to the Company or from the Holders
         of 25% in aggregate principal amount at maturity of the then
         outstanding Notes to the Company and the Trustee stating that such
         notice is a "Notice of Default";

                  (e) default under any mortgage, indenture or instrument under
         which there may be issued or by which there may be secured or evidenced
         any Indebtedness for money borrowed by the Company or any Restricted
         Subsidiary (or the payment of which is guaranteed by the Company or any
         Restricted Subsidiary), whether such Indebtedness or guarantee now
         exists or is created after the Issuance Date, which default:

                  (i) is caused by a failure to pay when due principal of or
         interest on such Indebtedness within the grace period provided for in
         such Indebtedness (which failure continues beyond any applicable grace
         period) (a "PAYMENT DEFAULT"); or

                 (ii) results in the acceleration of such Indebtedness prior to
         its express maturity

                      and, in each case, the principal amount of any such
         Indebtedness, together with the principal amount of any other such
         Indebtedness under which there is a Payment Default or the maturity of
         which has been so accelerated, aggregates $10.0 million or more;

                  (f) a final judgment or final judgments (other than any
         judgment as to which a reputable insurance company has accepted full
         liability) for the payment of money are entered by a court or courts of
         competent jurisdiction against the Company or any Restricted Subsidiary
         of the Company which remains undischarged for a period (during which
         execution shall not be effectively stayed) of 60 days, provided that
         the aggregate of all such judgments exceeds $5.0 million;

                  (g) the Company or any Material Subsidiary pursuant to or
         within the meaning of any Bankruptcy Law:

                  (i) commences a voluntary case;

                 (ii) consents to the entry of an order for relief against it
         in an involuntary case in which it is the debtor;

                (iii) consents to the appointment of a Custodian of it or for
         all or substantially all of its property;

                 (iv) makes a general assignment for the benefit of its
         creditors; or

                  (v) generally is unable to pay its debts as the same become
         due;

                                       42

<PAGE>   48


                  (h) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                  (i) is for relief against the Company or any Material
         Subsidiary in an involuntary case;

                 (ii) appoints a Custodian of the Company or any Material
         Subsidiary or for all or substantially all of its property; or

                (iii) orders the liquidation of the Company or any Material
         Subsidiary, and the order or decree remains unstayed and in effect for
         60 days; and

                  (i) the revocation of a Material License.

                      The term "BANKRUPTCY LAW" means Title 11, U.S. Code or any
         similar Federal, state or foreign law for the relief of debtors or the
         protection of creditors. The term "CUSTODIAN" means any receiver,
         trustee, assignee, liquidator or similar official under any Bankruptcy
         Law.

SECTION 6.02      ACCELERATION.

         If an Event of Default (other than an Event of Default specified in
clauses (g) and (h) of Section 6.01 hereof) occurs and is continuing, the
Trustee by notice to the Company, or the Holders of at least 25% in principal
amount at maturity of the then outstanding Notes by notice to the Company and
the Trustee, may declare all the Notes to be due and payable. Upon such
declaration, the principal (or the Accreted Value, if prior to November 15,
2004) of, premium, if any, and interest (if on or after November 15, 2004) on,
the Notes shall be due and payable immediately. If an Event of Default specified
in clause (g) or (h) of Section 6.01 hereof occurs, such an amount shall ipso
facto become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder. The Holders of a majority in
principal amount at maturity of the then outstanding Notes by notice to the
Trustee may rescind an acceleration and its consequences if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
have been cured or waived except nonpayment of principal or interest that has
become due solely because of the acceleration. In the case of any Event of
Default pursuant to the provisions of Section 6.01 occurring by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
with the intention of avoiding payment of the premium that the Company would
have had to pay if the Company then had elected to redeem the Notes pursuant to
Section 7 of the Initial Notes (Section 6 in the case of the Exchange Notes), an
equivalent premium shall, upon demand of the Holders of at least 25% in
principal amount at maturity of the then outstanding Notes delivered to the
Company and the Trustee, also become and be immediately due and payable to the
extent permitted by law, anything in this Indenture or in the Notes contained to
the contrary notwithstanding. If an Event of Default occurs prior to November
15, 2004, by reason of any willful action (or inaction) taken (or not taken) by
or on behalf of the Company with the intention of avoiding the prohibition on
redemption of the Notes prior to November 15, 2004, pursuant to Section 7 of the
Initial Notes (Section 6 in the case of the Exchange Notes), then the premium
payable for purposes of this paragraph for each of the years beginning on
November 15 of the years (November 24 in the case of 1999) set forth below
shall, subject to the foregoing demand, be as set forth in the following table
expressed as a percentage of the amount that would otherwise be due pursuant to
this Section 6.02 hereof but for the provisions of this sentence.


                                       43

<PAGE>   49




<TABLE>
<CAPTION>
                  Year                                             Percentage
                  ----                                             ----------
                  <S>                                              <C>
                  1999..........................................   111.500%
                  2000..........................................   110.350%
                  2001..........................................   109.200%
                  2002..........................................   108.050%
                  2003..........................................   106.900%
</TABLE>


SECTION 6.03      OTHER REMEDIES.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal or interest on the
Notes or to enforce the performance of any provision of the Notes or this
Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. All remedies are cumulative
to the extent permitted by law.

SECTION 6.04      WAIVER OF PAST DEFAULTS.

         The Holders of a majority in principal amount at maturity of the then
outstanding Notes by notice to the Trustee may waive an existing Default or
Event of Default and its consequences except a continuing Default or Event of
Default in the payment of the principal or Accreted Value of, or interest on any
Note. When a Default or Event of Default is waived, it is cured and ceases; but
no such waiver shall extend to any subsequent or other Default or impair any
right consequent thereon.

SECTION 6.05      CONTROL BY MAJORITY.

         The Holders of a majority in principal amount at maturity of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on it. However, the Trustee may refuse to follow any direction
that conflicts with law or this Indenture, is unduly prejudicial to the rights
of other Holders, or would involve the Trustee in personal liability.

SECTION 6.06      LIMITATION ON SUITS.

         A Holder may pursue a remedy with respect to this Indenture or the
Notes only if:

                  (a) the Holder gives to the Trustee notice of a continuing
         Event of Default;

                  (b) the Holders of at least 25% in principal amount at
         maturity of the then outstanding  Notes make a request to the Trustee
         to pursue the remedy;

                  (c) such Holder or Holders offer to the Trustee indemnity
         satisfactory to the Trustee against any loss, liability or expense;

                  (d) the Trustee  does not comply with the request  within 60
         days after  receipt of the request and the offer of indemnity; and

                                       44

<PAGE>   50


                  (e) during such 60-day period the Holders of a majority in
         principal amount at maturity of the then outstanding Notes do not give
         the Trustee a direction inconsistent with the request.

         A Holder may not use this Indenture to prejudice the rights of another
Holder or to obtain a preference or priority over another Holder.

SECTION 6.07      RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal and interest on the Note, on or
after the respective due dates expressed in the Note, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of the Holder made pursuant to this
Section.

SECTION 6.08      COLLECTION SUIT BY TRUSTEE.

         If an Event of Default specified in Section 6.01(a) or (b) occurs and
is continuing, the Trustee may recover judgment in its own name and as trustee
of an express trust against the Company for the whole amount of principal and
interest remaining unpaid on the Notes and interest on overdue principal and
interest and such further amount as shall be sufficient to cover the costs and,
to the extent lawful, expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

SECTION 6.09      TRUSTEE MAY FILE PROOFS OF CLAIM.

         The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee and
the Holders allowed in any judicial proceedings relative to the Company, its
creditors or its property. Nothing contained herein shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10      PRIORITIES.

         If the Trustee collects any money pursuant to this Article, it shall
pay out the money in the following order:

         First:     to the Trustee for amounts due under Section 7.07 hereof;

         Second:    to Holders for amounts due and unpaid on the Notes for
principal and interest (and Additional Amounts, if applicable), ratably, without
preference or priority of any kind, according to the amounts due and payable on
the Notes for principal and interest, respectively; and

         Third:     to the Company.

         The Trustee may fix a record date and payment date for any payment to
Holders made pursuant to this Section.

SECTION 6.11      UNDERTAKING FOR COSTS.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in

                                       45

<PAGE>   51


the suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant. This Section does not apply to a suit by
the Trustee, a suit by a Holder pursuant to Section 6.07 hereof, or a suit by
Holders of more than 10% in principal amount at maturity of the then outstanding
Notes.

                                  ARTICLE VII.
                                     TRUSTEE

SECTION 7.01      DUTIES OF TRUSTEE.

                  (a) If an Event of Default has occurred and is continuing, the
         Trustee shall exercise such of the rights and powers vested in it by
         this Indenture, and use the same degree of care and skill in their
         exercise, as a prudent man would exercise or use under the
         circumstances in the conduct of his own affairs.

                  (b) Except during the continuance of an Event of Default: (i)
         the Trustee need perform only those duties that are specifically set
         forth in this Indenture and no others and (ii) in the absence of bad
         faith on its part, the Trustee may conclusively rely, as to the truth
         of the statements and the correctness of the opinions expressed
         therein, upon certificates or opinions furnished to the Trustee and
         conforming to the requirements of this Indenture. However, the Trustee
         shall examine the certificates and opinions to determine whether or not
         they conform to the requirements of this Indenture and to confirm the
         correctness of all mathematical computations.

                  (c) The Trustee may not be relieved from liability for its own
         negligent action, its own negligent failure to act, or its own willful
         misconduct, except that: (i) this paragraph does not limit the effect
         of paragraph (b) of this Section 7.01; (ii) the Trustee shall not be
         liable for any error of judgment made in good faith by a Trust Officer,
         unless it is proved that the Trustee was negligent in ascertaining the
         pertinent facts and (iii) the Trustee shall not be liable with respect
         to any action it takes or omits to take in good faith in accordance
         with a direction received by it pursuant to Section 6.05 hereof.

                  (d) Every provision of this Indenture that in any way relates
         to the Trustee is subject to paragraphs (a), (b) and (c) of this
         Section 7.01.

                  (e) The Trustee may refuse to perform any duty or exercise any
         right or power unless it receives indemnity satisfactory to it against
         any loss, liability or expense.

                  (f) The Trustee shall not be liable for interest on any money
         received by it except as the Trustee may agree in writing with the
         Company. Money held in trust by the Trustee need not be segregated from
         other funds except to the extent required by law.

SECTION 7.02      RIGHTS OF TRUSTEE.

                  (a) The Trustee may rely on any document believed by it to be
         genuine and to have been signed or presented by the proper Person. The
         Trustee need not investigate any fact or matter stated in the document.

                  (b) Before the Trustee acts or refrains from acting, it may
         require an Officer's Certificate or an Opinion of Counsel, or both. The
         Trustee shall not be liable for any action it takes or omits to take in
         good faith in reliance on such Officer's Certificate or Opinion of
         Counsel.

                                       46

<PAGE>   52


                  (c) The Trustee may act through agents and shall not be
         responsible for the misconduct or negligence of any agent appointed
         with due care.

                  (d) The Trustee shall not be liable for any action it takes or
         omits to take in good faith which it believes to be authorized or
         within its rights or powers.

                  (e) The Trustee shall not be charged with knowledge of any
         Event of Default under subsection (c), (d), (e), (f) or (i) (and
         subsection (a) or (b) if the Trustee does not act as Paying Agent) of
         Section 6.01 or of the identity of any Material Subsidiary referred to
         in clause (ii) of the definition thereof unless either (1) a Trust
         Officer of the Trustee assigned to its Corporate Trustee Administration
         Department shall have actual knowledge thereof, or (2) the Trustee
         shall have received notice thereof in accordance with Section 10.02
         hereof from the Company or any Holder.

SECTION 7.03      INDIVIDUAL RIGHTS OF TRUSTEE.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or an
Affiliate with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to Sections
7.10 and 7.11 hereof.

SECTION 7.04      TRUSTEE'S DISCLAIMER.

         The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Notes, it shall not be accountable for the Company's use
of the proceeds from the Notes, and it shall not be responsible for any
statement of the Company in the Indenture or any statement in the Notes other
than its authentication or for compliance by the Company with the Registration
Rights Agreement.

SECTION 7.05      NOTICE OF DEFAULTS.

         If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders a notice of the Default
or Event of Default within 90 days after it occurs. Except in the case of a
Default or Event of Default in payment on any Note, the Trustee may withhold the
notice if and so long as a committee of its Trust Officers in good faith
determines that withholding the notice is in the interests of Holders.

SECTION 7.06      REPORTS BY TRUSTEE TO HOLDERS.

         Within 60 days after the reporting date stated in Section 10.10, the
Trustee shall mail to Holders a brief report dated as of such reporting date
that complies with TIA Section 313(a) if and to the extent required by such
Section 313(a). The Trustee also shall comply with TIA Section 313(b)(2).
The Trustee shall also transmit by mail all reports as required by TIA
Section 313(c).

         A copy of each report at the time of its mailing to Holders shall be
filed with the SEC and each stock exchange on which the Notes are listed. The
Company shall notify the Trustee when the Notes are listed on any stock
exchange.

SECTION 7.07      COMPENSATION AND INDEMNITY.

         The Company shall pay to the Trustee from time to time reasonable
compensation for its services hereunder. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee upon request for all reasonable disbursements,
expenses and advances incurred or made by it. Such disbursements and expenses
may include the reasonable disbursements, compensation and expenses of the
Trustee's agents and counsel.

                                       47

<PAGE>   53


         The Company shall indemnify the Trustee against any loss or liability
incurred by it except as set forth in the next paragraph. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity. The
Company shall defend the claim and the Trustee shall cooperate in the defense.
The Trustee may have separate counsel and the Company shall pay the reasonable
fees, disbursements and expenses of such counsel. The Company need not pay for
any settlement made without its consent, which consent shall not be unreasonably
withheld.

         The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee through negligence or bad faith.

         To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Notes on all money or property held or
collected by the Trustee, except money or property held in trust to pay
principal and interest on particular Notes.

         Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(g) or (h) occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

         All amounts owing to the Trustee under this Section shall be payable by
the Company in United States dollars.

SECTION 7.08      REPLACEMENT OF TRUSTEE.

         A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

         The Trustee may resign by so notifying the Company. The Holders of a
majority in principal amount at maturity of the then outstanding Notes may
remove the Trustee by so notifying the Trustee and the Company. The Company may
remove the Trustee if:

                  (a) the Trustee fails to comply with Section 7.10 hereof,
         unless the Trustee's duty to resign is stayed as provided in TIA
         Section 310(b);

                  (b) the Trustee is adjudged a bankrupt or an insolvent or an
         order for relief is entered with respect to the Trustee under any
         Bankruptcy Law;

                  (c) a Custodian or public officer takes charge of the Trustee
         or its property; or

                  (d) the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount at maturity of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

         If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of at least 10% in principal amount at maturity of the then outstanding
Notes may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

                                       48

<PAGE>   54


         If the Trustee fails to comply with Section 7.10 hereof, unless the
Trustee's duty to resign is stayed as provided in TIA Section 310(b), any Holder
who has been a bona fide Holder of a Note for at least six months may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to the lien provided for
in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to
this Section 7.08 hereof, the Company's obligations under Section 7.07 hereof
shall continue for the benefit of the retiring trustee with respect to expenses
and liabilities incurred by it prior to such replacement.

SECTION 7.09      SUCCESSOR TRUSTEE BY MERGER, ETC.

         If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act shall be the successor
Trustee.

SECTION 7.10      ELIGIBILITY; DISQUALIFICATION.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1) and (5). The Trustee shall always have a
combined capital and surplus as stated in Section 10.11 hereof. The Trustee is
subject to TIA Section 310(b). The following indentures shall be deemed to be
specifically described herein for the purposes of clause (i) of the first
proviso contained in TIA Section 310(b): (a) indenture, dated as of April 20,
1995, between the Company and The Chase Manhattan Bank, as trustee, relating to
the 12 3/4% Notes, as amended, (b) indenture, dated as of January 30, 1996,
between the Company and The Chase Manhattan Bank, as trustee, relating to the
11 1/2% Deferred Coupon Notes, as amended, (c) indenture, dated as February 12,
1997, between the Company and The Chase Manhattan Bank, as trustee, relating to
the 10% Notes, as amended, (d) indenture dated as of March 13, 1998, between the
Company and The Chase Manhattan Bank, as trustee, relating to the Company's
9 1/2% Notes, (e) indenture, dated as of March 13, 1998, between the Company and
The Chase Manhattan Bank, as trustee, relating to the Company's 10 3/4% Notes,
(f) indenture, dated as of March 13, 1998, between the Company and The Chase
Manhattan Bank, as trustee, relating to Company's the 9 3/4% Notes, (g)
indenture, dated as of November 2, 1998, between the Company and The Chase
Manhattan Bank, as trustee, relating to the Company's 11 1/2% Notes, (h)
indenture dated as of November 6, 1998 between the Company and The Chase
Manhattan Bank, as Trustee, relating to the 12 3/8% Deferred Coupon Notes, (i)
indenture dated as of April 14, 1999 between the Company and The Chase Manhattan
Bank, as Trustee, relating to the Company's 1999 9 3/4 Notes, (j) indenture
dated as of November 24, 1999 between the Company and The Chase Manhattan Bank,
as Trustee, relating to the Company's 2006 Notes, and (k) indenture dated as of
November 24, 1999 between the Company and The Chase Manhattan Bank, as Trustee,
relating to the Company's 2009 Notes.

SECTION 7.11      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

         The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                       49

<PAGE>   55



                                  ARTICLE VIII.
                             DISCHARGE OF INDENTURE

SECTION 8.01      TERMINATION OF COMPANY'S OBLIGATIONS.

         This Indenture shall cease to be of further effect (except that the
Company's obligations under Sections 7.07 and 8.03 hereof shall survive) when
all outstanding Notes theretofore authenticated and issued have been delivered
to the Trustee for cancellation and the Company has paid all sums payable
hereunder.

SECTION 8.02      OPTION TO EFFECT DEFEASANCE.

         The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officer's Certificate, at any time, elect to have
this Section 8.02 be applied to all outstanding Notes upon compliance with the
conditions set forth below in this Section. Upon the Company's election to have
this Section 8.02 apply to all the outstanding Notes, the Company shall, subject
to the satisfaction of the conditions set forth in the next paragraph, be deemed
to have been discharged from its obligations with respect to all outstanding
Notes on the date such conditions are satisfied (hereinafter, "DEFEASANCE"). For
this purpose, Defeasance means that the Company shall be deemed to have paid and
discharged the entire Obligations represented by the outstanding Notes, which
shall thereafter be deemed to be "outstanding" only for the purposes of Section
8.03 hereof and the other Sections of this Indenture referred to in clauses (a)
and (b) below, and to have satisfied all its other obligations under such Notes
and this Indenture (and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following provisions which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of outstanding Notes to receive
solely from the trust fund described in the following paragraph, payments in
respect of the principal of (or, if applicable, all amounts payable in respect
of Accreted Value) and interest on such Notes when such payments are due; (ii)
the Company's obligations with respect to such Notes under Article II hereof;
(iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder
and the Company's obligations in connection therewith; and (iv) this Article
VIII.

                  In order to exercise Defeasance:

                  (a) the Company must irrevocably deposit or cause to be
         deposited with the Trustee or the Paying Agent, at any time prior to
         the maturity date of the Notes, in trust, for the benefit of the
         Holders, pursuant to an irrevocable trust and security agreement in
         form satisfactory to the Trustee, as trust funds in trust, legal tender
         in the countries constituting the European Monetary Union sufficient,
         EEA Government Obligations, the principal of and interest on which will
         be sufficient, or a combination thereof sufficient, in the opinion of a
         nationally recognized firm of independent public accountants, expressed
         in a written certification thereof (in form satisfactory to the
         Trustee) to pay the principal of (or, if applicable, payments in
         respect of Accreted Value), premium, if any, and interest, if any, on
         the outstanding Notes on the stated date for payment thereof or on the
         applicable redemption date, as the case may be, of such principal or
         installment of principal of (or, if applicable, payments in respect of
         Accreted Value), premium, if any, and interest, if any, on the
         outstanding Notes;

                  (b) the Company shall have delivered to the Trustee, an
         Opinion of Counsel (which counsel may be an employee of the Company)
         reasonably acceptable to the Trustee confirming that: (A) the Company
         has received from, or there has been published by, the Internal Revenue
         Service a ruling or (B) since the Issuance Date, there has been a
         change in the applicable federal income tax law, in either case to the
         effect that, and based thereon such Opinion of Counsel shall confirm
         that, the Holders of the outstanding Notes will not recognize income,
         gain or loss for

                                       50

<PAGE>   56


         federal income tax purposes as a result of such Defeasance and will be
         subject to federal income tax on the same amounts, in the same manner
         and at the same times as would have been the case if such Defeasance
         had not occurred;

                  (c) no Event of Default shall have occurred and be continuing
         on the date of such Defeasance (other than an Event of Default
         resulting from or related to the incurrence of Indebtedness, the
         proceeds of which are to be applied to such deposit) or, insofar as
         Sections 6.01(g) and (h) hereof are concerned, at any time in the
         period ending on the 91st day after the date of deposit (or greater
         period of time in which any such deposit of trust funds may remain
         subject to the effect of any Bankruptcy Law insofar as those apply to
         the deposit by the Company);

                  (d) such Defeasance shall not result in a breach or violation
         of, or constitute a default under, any material agreement or instrument
         (other than this Indenture) to which the Company or any of its
         Subsidiaries is a party or by which the Company or any of its
         Subsidiaries is bound;

                  (e) the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that after the 91st day following the deposit
         (or such greater period referred to in (c) above), the trust funds will
         not be subject to the effect of any applicable Bankruptcy Law;

                  (f) the Company shall have delivered to the Trustee an
         Officer's Certificate stating that the deposit was not made by the
         Company with the intent of preferring the Holders of Notes over any
         other creditors of the Company with the intent of defeating, hindering,
         delaying or defrauding creditors of the Company or others;

                  (g) the deposit shall not result in the Company, the Trustee
         or the trust fund established pursuant to (a) above being subject to
         regulation under the Investment Company Act of 1940, as amended;

                  (h) Holders of the Notes will have a valid, perfected and
         unavoidable (under applicable Bankruptcy Law), subject to the passage
         of time referred to clause (e) above, first priority security interest
         in the trust funds; and

                  (i) the Company shall have delivered to the Trustee an
         Officer's Certificate and an Opinion of Counsel (subject to customary
         exceptions), each stating that all conditions precedent provided for or
         relating to the Defeasance have been complied with.

SECTION 8.03      APPLICATION OF TRUST MONEY.

         The Trustee shall hold in trust, money (in the form of legal tender in
the countries constituting the European Monetary Union) or EEA Government
Obligations deposited with it pursuant to Section 8.02 hereof. It shall apply
the deposited money (in the form of legal tender in the countries constituting
the European Monetary Union) and the money from EEA Government Obligations
through the Paying Agent and in accordance with this Indenture to the payment of
principal and interest, if any, on the Notes.

SECTION 8.04      REPAYMENT TO COMPANY.

         The Trustee and the Paying Agent shall promptly pay to the Company upon
request any excess money or securities held by them at any time.

         The Trustee and the Paying Agent shall pay to the Company upon request
any money held by them for the payment of principal (or, if applicable, payments
in respect of Accreted Value) or interest

                                       51

<PAGE>   57


that remains unclaimed for two years after the date upon which such payment
shall have become due; provided, however, that the Company shall have first
caused notice of such payment to the Company to be mailed to each Holder
entitled thereto no less than 30 days prior to such payment. After payment to
the Company, the Trustee and the Paying Agent shall have no further liability
with respect to such money and Holders entitled to the money must look to the
Company for payment as general creditors unless any applicable abandoned
property law designates another Person.

SECTION 8.05      REINSTATEMENT.

         If (i) the Trustee or Paying Agent is unable to apply any money in
accordance with Section 8.03 hereof by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application and (ii) the Holders of at least a majority in principal amount
at maturity of the then outstanding Notes so request by written notice to the
Trustee, the Company's obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section
8.02 hereof until such time as the Trustee or Paying Agent is permitted to apply
all such money in accordance with Section 8.03 hereof or such request is revoked
by such Holders; provided, however, that if the Company makes any payment of
interest on or principal (or, if applicable, payments in respect of Accreted
Value) of any Note following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money held by the Trustee or Paying Agent.

                                   ARTICLE IX.
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01      WITHOUT CONSENT OF HOLDERS.

         The Company and the Trustee may amend or supplement this Indenture or
the Notes without the consent of any Holder:

                  (a) to cure any ambiguity, defect or inconsistency;

                  (b) to comply with Section 5.01 hereof;

                  (c) to provide for uncertificated Notes in addition to or in
         place of certificated Notes;

                  (d) to make any change that does not adversely affect the
         interests hereunder of any Holder;

                  (e) to qualify the Indenture under the TIA or to comply with
         the requirements of the SEC in order to maintain the qualification of
         the Indenture under the TIA; or

                  (f) to provide for the issuance of Additional Notes in
         accordance with the limitations set forth in this Indenture.

SECTION 9.02      WITH CONSENT OF HOLDERS.

         Subject to Section 6.07 hereof, the Company and the Trustee may amend
or supplement this Indenture or the Notes with the written consent of the
Holders of at least a majority in principal amount at maturity of the then
outstanding Notes. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in principal amount at maturity of the Notes then outstanding
(including Additional Notes, if any) may also waive compliance in a particular
instance by the Company with any provision of this Indenture or the Notes.
However, without the consent of each Holder affected, an amendment, supplement
or waiver under this Section may not:

                                       52

<PAGE>   58


                  (a) reduce the amount of Notes whose Holders must consent to
         an amendment, supplement or waiver;

                  (b) reduce the principal of or change the fixed maturity of
         any Note or alter the provisions of Sections 7 and 8 of the Initial
         Note and Sections 6 and 7 of the Exchange Note (other than provisions
         relating to the covenants described under Sections 4.10 and 4.13);

                  (c) alter the manner of calculating the Accreted Value of any
         Note or reduce the rate of or change the time for payment of interest
         on any Note;

                  (d) waive a default in the payment of the principal of (or, if
         applicable, payments in respect of Accreted Value), or interest, if
         any, on, any Note (except a rescission of acceleration of the Notes by
         the Holders of at least a majority in aggregate principal amount at
         maturity of the Notes and a waiver of the payment default that resulted
         from such acceleration);

                  (e) except as contemplated by Section 10.07(e), make any Note
         payable in money other than that stated in the Note;

                  (f) make any change in Section 6.04 or 6.07 hereof;

                  (g) waive a redemption payment with respect to any Note; or

                  (h) make any change in the foregoing amendment and waiver
         provisions of this Article 9.

         To secure a consent of the Holders under this Section 9.02, it shall
not be necessary for the Holders to approve the particular form of any proposed
amendment, supplement or waiver, but it shall be sufficient if such consent
approves the substance thereof.

         After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to Holders a notice briefly describing the
amendment or waiver.

Section 9.03      COMPLIANCE WITH TRUST INDENTURE ACT.

         Every amendment to this Indenture or the Notes shall be set forth in a
supplemental indenture that complies with the TIA as then in effect.

SECTION 9.04      REVOCATION AND EFFECT OF CONSENTS.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note, even if notation of the consent is not made on any
Note. However, any such Holder or subsequent Holder may revoke the consent as to
his Note or portion of a Note if the Trustee receives the notice of revocation
before the date on which the Trustee receives an Officer's Certificate
certifying that the Holders of the requisite principal amount at maturity of
Notes have consented to the amendment, supplement or waiver.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then notwithstanding the
provisions of the immediately preceding paragraph, those Persons who were
Holders at such record date (or their duly designated proxies), and only those
Persons, shall be entitled to consent to such amendment, supplement or waiver or
to revoke any consent previously given, whether or not such

                                       53

<PAGE>   59


Persons continue to be Holders after such record date. No consent shall be valid
or effective for more than 90 days after such record date unless consents from
Holders of the principal amount at maturity of Notes required hereunder for such
amendment or waiver to be effective shall have also been given and not revoked
within such 90-day period.

         After an amendment, supplement or waiver becomes effective it shall
bind every Holder, unless it is of the type described in any of clauses (a)
through (h) of Section 9.02 hereof. In such case, the amendment or waiver shall
bind each Holder who has consented to it and every subsequent Holder that
evidences the same debt as the consenting Holder's Note.

SECTION 9.05      NOTATION ON OR EXCHANGE OF NOTES.

         The Trustee may place an appropriate notation about an amendment or
waiver on any Note thereafter authenticated. The Company in exchange for all
Notes may issue and the Trustee shall authenticate new Notes that reflect the
amendment or waiver.

         Failure to make such notation on a Note or to issue a new Note as
aforesaid shall not affect the validity and effect of such amendment or waiver.

SECTION 9.06      TRUSTEE PROTECTED.

         The Trustee shall sign all supplemental indentures, except that the
Trustee may, but need not, sign any supplemental indenture that adversely
affects its rights.

                                   ARTICLE X.
                                  MISCELLANEOUS

SECTION 10.01     TRUST INDENTURE ACT CONTROLS.

         This Indenture is subject to the provisions of the TIA that are
required to be incorporated into this Indenture (or, prior to the registration
of the Notes pursuant to the Registration Rights Agreement, would be required to
be incorporated into this Indenture if it were qualified under the TIA), and
shall, to the extent applicable, be governed by such provisions. If any
provision of this Indenture limits, qualifies, or conflicts with another
provision which is required (or would be so required) to be incorporated in this
Indenture by the TIA, the incorporated provision shall control.

SECTION 10.02     NOTICES.

         Any notice or communication by the Company or the Trustee to the other
is duly given if in writing and delivered in Person or mailed by first class
mail to the other's address stated in Section 10.10 hereof. The Company or the
Trustee by notice to the other may designate additional or different addresses
for subsequent notices or communications.

         Any notice or communication to a Holder shall be mailed by first class
mail to his address shown on the register kept by the Registrar. Failure to mail
a notice or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders.

         If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

         If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

                                       54

<PAGE>   60


         All other notices or communications shall be in writing.

         In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice as required
by the Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

SECTION 10.03     COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

         Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

SECTION 10.04     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

                  (a) an Officer's Certificate stating that, in the opinion of
         the signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

                  (b) an Opinion of Counsel stating that, in the opinion of such
         counsel, all such conditions precedent have been complied with.

SECTION 10.05     STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than pursuant to Section 4.03)
shall include:

                  (a) a statement that the Person signing such certificate or
         rendering such opinion has read such covenant or condition;

                  (b) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (c) a statement that, in the opinion of such Person, such
         Person has made such examination or investigation as is necessary to
         enable such Person to express an informed opinion as to whether or not
         such covenant or condition has been complied with; and

                  (d) a statement as to whether or not, in the opinion of such
         Person, such condition or covenant has been complied with.

SECTION 10.06     RULES BY TRUSTEE AND AGENTS.

         The Trustee may make reasonable rules for action by, or a meeting of,
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 10.07     LEGAL HOLIDAYS.

         A "LEGAL HOLIDAY" is a Saturday, a Sunday or a day on which banking
institutions in the State of New York, USA or London, United Kingdom are not
required to be open. If a payment date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period. If any other
operative date for

                                       55

<PAGE>   61


purposes of this Indenture shall occur on a Legal Holiday then for all purposes
the next succeeding day that is not a Legal Holiday shall be such operative
date.

SECTION 10.08     NO RECOURSE AGAINST OTHERS.

         A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the Notes
or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.

SECTION 10.09     COUNTERPARTS AND FACSIMILE SIGNATURES.

         This Indenture may be executed by manual or facsimile signature in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

SECTION 10.10     VARIABLE PROVISIONS.

         "OFFICER" means the Chairman of the Board, the President, any Vice
President, the Treasurer, the Secretary, any Assistant Treasurer or any
Assistant Secretary of the Company.

         The first certificate pursuant to Section 4.03 hereof shall be for the
fiscal year ended on December 31, 1999.

         The reporting date for Section 7.06 hereof is March 15, of each year.
The first reporting date is March 15, 2000.

         The Trustee shall always have a combined capital and surplus of at
least  $100,000,000  as set forth in its most recent published annual report of
condition.

         The Company's address is:

                  NTL Communications Corp.
                  110 East 59th Street, 26th Floor
                  New York, New York 10022
                  Attention:   Richard J. Lubasch, Esq.
                               Executive Vice President, General Counsel and
                               Secretary

         The Trustee's address is:

                  The Chase Manhattan Bank
                  450 West 33rd Street
                  New York, New York 10001
                  Attention:   Capital Markets Fiduciary Services

SECTION 10.11     GOVERNING LAW.

         THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS INDENTURE
AND THE NOTES, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

                                       56

<PAGE>   62


SECTION 10.12     RIGHTS OF THE REGISTRAR AND PAYING AGENT.

         In acting as Registrar or Paying Agent hereunder, The Chase Manhattan
Bank (London) and Chase Manhattan Bank Luxembourg S.A. shall have the benefits
and protections afforded to the Trustee hereunder, including those afforded
under Article VII and Sections 10.04 and 10.05 (except to the extent that such
benefits and protections are made expressly inapplicable to the Registrar or the
Paying Agent).

SECTION 10.13     NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

         This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or an Affiliate. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

SECTION 10.14     SUCCESSORS.

         All agreements of the Company in this Indenture and the Notes shall
bind its successor. All agreements of the Trustee in this Indenture shall bind
its successor.

SECTION 10.15     SEVERABILITY.

         In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 10.16     TABLE OF CONTENTS, HEADINGS, ETC.

         The Table of Contents, Cross-Reference Table, and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

                                       57

<PAGE>   63


                                   SIGNATURES

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the date first written above.

                                         NTL COMMUNICATIONS CORP.


                                         By:    /s/ Richard J. Lubasch
                                            _________________________________
                                            Name: Richard J. Lubasch
                                            Title: Executive Vice President,
                                                   General Counsel and Secretary

                            indenture signature page

<PAGE>   64





                                            THE CHASE MANHATTAN BANK, as Trustee


                                            By: /s/ Robert S. Peschler
                                                _______________________________
                                                Name:  Robert S. Peschler
                                                Title: Assistant Vice President


                            indenture signature page

<PAGE>   65


                                                                       EXHIBIT A

                         [FORM OF FACE OF INITIAL NOTE]

                              [Global Notes Legend]

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") [,/OR] EUROCLEAR
SYSTEM ("EUROCLEAR"), OR CEDELBANK, S.A. ("CEDELBANK")1 TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CHASE NOMINEES LIMITED OR SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC [,/OR] EUROCLEAR [OR
CEDELBANK] (AND ANY PAYMENT IS MADE TO CHASE NOMINEES LIMITED, OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC [,/OR] EUROCLEAR
[OR CEDELBANK]) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CHASE
NOMINEES LIMITED, HAS AN INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC [,/OR] EUROCLEAR [OR CEDELBANK] OR TO
CUSTODIANS THEREOF OR THEIR NOMINEES OR TO A SUCCESSOR OF DTC [,/OR] EUROCLEAR
[OR CEDELBANK] OR SUCH SUCCESSOR'S NOMINEE OR TO CUSTODIANS OF SUCH SUCCESSOR OR
NOMINEES THEREOF AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED
TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.

                       [Rule 144A Restricted Notes Legend]

         THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2)
IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) TO AN
INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

                     [Regulation S Restricted Notes Legend]

                    THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
         SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED,
         SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHO THE
         SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER


_______________________________

1 Reference to Cedelbank should only be included in the Regulation S Global
  Note.

                                      A-1
<PAGE>   66


         WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR
         ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER
         IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN
         OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION
         S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM
         REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER
         (IF AVAILABLE) OR (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
         TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
         ACT, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF
         THE STATES OF THE UNITED STATES.

                        [Original Issue Discount Legend]

         THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR PURPOSES OF APPLYING
THE UNITED STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT RULES TO THIS NOTE.
THE ISSUE DATE OF THIS NOTE IS NOVEMBER 24, 1999. THE ISSUE PRICE OF THIS NOTE
IS euro573.33 PER euro1000.00 OF INITIAL PRINCIPAL AMOUNT AT MATURITY. THIS NOTE
IS ISSUED WITH euro426.67 OF ORIGINAL ISSUE DISCOUNT PER euro1000.00 OF INITIAL
PRINCIPAL AMOUNT AT MATURITY. THE YIELD TO MATURITY OF THIS NOTE IS 11 1/2%.



                                      A-2

<PAGE>   67


No. ________
                                                                   euro ________

                                       CINS No.[ ] /ISIN No. [ ] /CUSIP No. [__]


                  11 1/2% SENIOR DEFERRED COUPON NOTE DUE 2009

         NTL Communications Corp., a Delaware corporation (the "COMPANY"),
promises to pay to __________________________ or registered assigns, the
principal sum of ____________________ euro [____________] [,or such other amount
as is indicated on Schedule A hereof*,] on November 15, 2009, subject to the
further provisions of this Note set forth on the reverse hereof which further
provisions shall for all purposes have the same effect as if set forth at this
place.

Interest Payment Dates:        May 15 and November 15, commencing May 15, 2005

Record Dates:                  May 1 and November 1

         IN WITNESS WHEREOF, NTL Communications Corp. has caused this Note to be
signed manually or by facsimile by its duly authorized officers.


                                            Dated: _____________________________

                                            NTL COMMUNICATIONS CORP.


                                            by: ________________________________







TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the 11 1/2% Senior
Deferred Coupon Notes due 2009
described in the within-mentioned
Indenture.

THE CHASE MANHATTAN BANK, as Trustee


By:______________________________________
         Authorized Officer


_______________________________

*     Applicable to Global Notes Only


                                      A-3
<PAGE>   68


                        [FORM OF REVERSE OF INITIAL NOTE]

                            NTL COMMUNICATIONS CORP.

                  11 1/2% Senior Deferred Coupon Note due 2009

         1. Interest. NTL Communications Corp., a Delaware corporation (the
"COMPANY"), is the issuer of 11 1/2% Senior Deferred Coupon Notes due November
15, 2009 (the "NOTES"). The Notes are being issued at a discount from their
principal amount and will accrete (in accordance with the definition of Accreted
Value contained in the Indenture) at a rate of 11 1/2%, compounded semiannually,
to an aggregate principal amount of euro210,000,000 by November 15, 2004. The
Company promises to pay interest on the Notes in cash semiannually on each May
15 and November 15, commencing on May 15, 2005, to Holders of record on the
immediately preceding May 1 and November 1, respectively, at the rate of 11 1/2%
per annum. Interest on the Notes will accrue from the most recent date to which
interest has been paid on the Notes, or if no interest has been paid, from
November 15, 2004. Interest will be computed on the basis of a 360-day year of
twelve 30-day months. The Company will pay interest on overdue principal and
premium, if any, or overdue Accreted Value at the interest or accretion rate
borne by the Notes, compounded semiannually, and it shall pay interest on
overdue installments of interest (without regard to any applicable grace period)
at the same interest rate compounded semiannually. Any interest paid on this
Note shall be increased to the extent necessary to pay Additional Amounts as set
forth in this Note.

         2. Special Interest. The Holder of this Note is entitled to the
benefits of the Registration Rights Agreement relating to the Notes, (the
"REGISTRATION RIGHTS AGREEMENT").

         In the event that either (a) we fail to file the Exchange Registration
Statement or the Shelf Registration Statement (as such terms are defined in the
Registration Rights Agreement) on or before the date specified for such filing
in the Registration Rights Agreement, (b) the Exchange Registration Statement is
not declared effective within 270 days after the closing of the sale of the
Notes or the Shelf Registration Statement is not declared effective within 270
days from the date such Shelf Registration Statement is filed, (c) we fail to
complete the Exchange Offer within the specified time frame, or (d) the Exchange
Registration Statement or the Shelf Registration Statement is filed and declared
effective but is thereafter either withdrawn or becomes subject to an effective
stop order suspending the effectiveness (except as specifically permitted in the
Registration Rights Agreement) without being succeeded immediately by an
additional registration statement which becomes effective, then we will pay
special interest pursuant to provisions of the Registration Rights Agreement and
the Notes to each holder of the Notes. Special interest will accrue from (i) the
date specified for such filing, in the case of clause (a) above, (ii) the date
specified for effectiveness in the case of clause (b) above, (iii) the date
specified for completion of the Exchange Offer, in the case of clause (c) above,
or (iv) the date such Exchange Offer Registration Statement or Shelf
Registration Statement ceases to be effective, in the case of clause (d) above
(each such period referred to in clauses (i) through (iv) above an "Accrual
Period"), at a rate per annum equal to 0.25% for the first 90 days of the
Accrual Period; 0.50% for the second 90 days of the Accrual Period; 0.75% for
the third 90 days of the Accrual Period and 1.0% for the remaining portion of
the Accrual Period of the Accreted Value of the Notes, determined daily. In each
case such additional interest will be payable in cash semiannually in arrears on
each November 15 and May 15, commencing May 15, 2000, to Holders of record on
the immediately preceding May 1 and November 1, respectively.

         3. Additional Amounts. This Section 3 shall apply only in the event
that the Company becomes, or a successor to the Company is, a corporation
organized or existing under the laws of the United Kingdom, the Netherlands, the
Netherlands Antilles, Bermuda or the Cayman Islands. All payments made by the
Company on this Note shall be made without deduction for or on account of, any
and all present or future taxes, duties, assessments, or governmental charges of
whatever nature unless the deduction or withholding of such taxes, duties,
assessments or governmental charges is then required by

                                      A-4

<PAGE>   69


law. If any deduction or withholding for or on account of any present or future
taxes, assessments or other governmental charges of the United Kingdom, the
Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or any
political subdivision or taxing authority thereof or therein) shall at any time
be required in respect of any amounts to be paid by the Company under this Note,
the Company shall pay or cause to be paid such additional amounts ("ADDITIONAL
AMOUNTS") as may be necessary in order that the net amounts received by a Holder
of this Note after such deduction or withholding shall be not less than the
amounts specified in this Note to which the Holder of this Note is entitled;
provided, however, that the Company shall not be required to make any payment of
Additional Amounts for or on account of:

                  (a) any tax, assessment or other governmental charge to the
         extent such tax, assessment or other governmental charge would not have
         been imposed but for (i) the existence of any present or former
         connection between such Holder (or between a fiduciary, settlor,
         beneficiary, member or shareholder of, or possessor of a power over,
         such Holder, if such Holder is an estate, nominee, trust, partnership
         or corporation), other than the holding of this Note or the receipt of
         amounts payable in respect of this Note, and the United Kingdom, the
         Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands
         (or any political subdivision or taxing authority thereof or therein)
         including, without limitation, such Holder (or such fiduciary, settlor,
         beneficiary, member, shareholder or possessor) being or having been a
         citizen or resident thereof or being or having been present or engaged
         in trade or business therein or having or having had a permanent
         establishment therein or (ii) the presentation of this Note (where
         presentation is required) for payment on a date more than 30 days after
         the date on which such payment became due and payable or the date on
         which payment thereof is duly provided for, whichever occurs later,
         except to the extent that the Holder would have been entitled to
         Additional Amounts had this Note been presented on the last day of such
         period of 30 days;

                  (b) any tax, assessment or other governmental charge that is
         imposed or withheld by reason of the failure to comply by the Holder of
         this Note or, if different, the beneficial owner of the interest
         payable on this Note, with a timely request of the Company addressed to
         such Holder or beneficial owner to provide information, documents or
         other evidence concerning the nationality, residence, identity or
         connection with the taxing jurisdiction of such Holder or beneficial
         owner which is required or imposed by a statute, regulation or
         administrative practice of the taxing jurisdiction as a precondition to
         exemption from all or part of such tax, assessment or governmental
         charge;

                  (c) any estate, inheritance, gift, sales, transfer, personal
         property or similar tax, assessment or other governmental charge;

                  (d) any tax, assessment or other governmental charge which
         is collectible otherwise than by withholding from payments of principal
         amount, redemption amount, Change of Control Payment or interest with
         respect to a Note or withholding from the proceeds of a sale or
         exchange of a Note;

                  (e) any tax, assessment or other governmental charge
         required to be withheld by any Paying Agent from any payment of
         principal amount, redemption amount, Change of Control Payment or
         interest with respect to a Note, if such payment can be made, and is in
         fact made, without such withholding by any other Paying Agent located
         inside the United States;

                  (f) any tax, assessment or other governmental charge imposed
         on a Holder that is not the beneficial owner of a Note to the extent
         that the beneficial owner would not have been

                                      A-5

<PAGE>   70


         entitled to the payment of any such Additional Amounts had the
         beneficial owner directly held the Note;

                  (g) any combination of items (a), (b), (c), (d), (e) and (f)
         above;

nor shall Additional Amounts be paid with respect to any payment of the
principal of, or any interest on, this Note to any Holder who is a fiduciary or
partnership or other than the sole beneficial owner of such payment to the
extent that a beneficiary or settlor would not have been entitled to any
Additional Amounts had such beneficiary or settlor been the Holder of this Note.
All references to principal amount or interest on the Notes in the Indenture or
the Notes shall include any Additional Amounts payable to the Company pursuant
to this Section 3.

         4. Method of Payment. The Company will pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the record date for the next interest payment date
even though Notes are canceled after the record date and on or before the
interest payment date. Holders must surrender Notes to a Paying Agent to collect
principal and premium payments (or, if applicable, payments with respect to
Accreted Value). The Company will pay principal (or, if applicable, payments
with respect to Accreted Value), premium, if any, and interest in money of the
European Monetary Union that at the time of payment is legal tender for payment
of public and private debts. However, the Company may pay principal, premium,
(or, if applicable, payments with respect to Accreted Value) if any, and
interest by check payable in such money. It may mail an interest check to a
holder's registered address. If a Holder so requests, principal (or, if
applicable, payments with respect to Accreted Value), premium, if any, and
interest may be paid by wire transfer of immediately available funds to an
account previously specified in writing by such Holder to the Company and the
Trustee.

         5. Paying Agent and Registrar. The Chase Manhattan Bank (London) will
act as Paying Agent and Registrar in London. The Trustee will act as Paying
Agent and Registrar in the City of New York, New York. Chase Manhattan Bank
Luxembourg S.A. will act as Paying Agent and Registrar in Luxembourg if and as
long as the Notes are listed on the Luxembourg Stock Exchange. The Company may
change any Paying Agent or Registrar without prior notice. The Company or any of
its Affiliates may act in any such capacity.

         6. Indenture. The Company issued the Notes under an Indenture, dated as
of November 24, 1999 (the "INDENTURE"), between the Company and The Chase
Manhattan Bank, as Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by the Trust Indenture Act of
1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of the
Indenture. The Notes are subject to, and qualified by, all such terms, certain
of which are summarized hereon, and Holders are referred to the Indenture and
such Act for a statement of such terms. The Notes initially issued by the
Company on the date of the Indenture are unsecured general obligations of the
Company limited to euro210,000,000 in aggregate principal amount at maturity.
Additional Notes may be issued in accordance with the terms of the Indenture.

         7. Optional Redemption. Except as provided in Section 8 hereof, the
Notes are not redeemable at the Company's option prior to November 15, 2004.
Thereafter, the Notes will be subject to redemption at the option of the
Company, in whole or in part, upon not less than 30 nor more than 60 days'
notice, at the redemption prices (expressed as percentages of principal amount
at maturity) set forth below plus accrued and unpaid interest thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on November 15 of the years indicated below:


                                      A-6

<PAGE>   71




<TABLE>
<CAPTION>
                  Year                                        Percentage
                  ----                                        ----------
                  <S>                                         <C>
                  2004.....................................   105.750%
                  2005.....................................   103.833%
                  2006.....................................   101.917%
                  2007 and thereafter......................   100.000%
</TABLE>


         8. Optional Tax Redemption. (a) The Notes may be redeemed at the option
of the Company, in whole but not in part, upon not less than 30 nor more than 60
days notice, at any time at a redemption price equal to the principal amount
thereof plus accrued and unpaid interest to the date fixed for redemption (or,
in the case of redemption of the Notes prior to November 15, 2004, at a
redemption price equal to 100% of the Accreted Value thereof as of the date of
redemption) if after the date on which Section 3 of this Note becomes applicable
(the "RELEVANT DATE") there has occurred any change in or amendment to the laws
(or any regulations or official rulings promulgated thereunder) of the United
Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman
Islands (or any political subdivision or taxing authority thereof or therein),
or any change in or amendment to the official application or interpretation of
such laws, regulation or rulings (a "CHANGE IN TAX LAW") which becomes effective
after the Relevant Date, as a result of which the Company is or would be so
required on the next succeeding Interest Payment Date to pay Additional Amounts
with respect to the Notes as described under Section 3 hereof with respect to
withholding taxes imposed by the United Kingdom, the Netherlands, the
Netherlands Antilles, Bermuda or the Cayman Islands (or any political
subdivision or taxing authority thereof or therein) (a "WITHHOLDING TAX") and
such Withholding Tax is imposed at a rate that exceeds the rate (if any) at
which Withholding Tax was imposed on the Relevant Date, provided, however, that
(i) this paragraph shall not apply to the extent that, at the Relevant Date it
was known or would have been known had professional advice of a nationally
recognized accounting firm in the United Kingdom, the Netherlands, the
Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been
sought, that a Change in Tax Law in the United Kingdom, the Netherlands, the
Netherlands Antilles, Bermuda or the Cayman Islands was to occur after the
Relevant Date, (ii) no such notice of redemption may be given earlier than 90
days prior to the earliest date on which the Company would be obliged to pay
such Additional Amounts were a payment in respect of the Notes then due, (iii)
at the time such notice of redemption is given, such obligation to pay such
Additional Amount remains in effect and (iv) the payment of such Additional
Amounts cannot be avoided by the use of any reasonable measures available to the
Company.

         The Notes may also be redeemed, in whole but not in part, at any time
at a redemption price equal to the principal amount thereof plus accrued and
unpaid interest to the date fixed for redemption (or, in the case of redemption
of the Notes prior to November 15, 2004, at a redemption price equal to 100% of
the Accreted Value thereof as of the date fixed for redemption) if the Person
formed after the Relevant Date by a consolidation, amalgamation, reorganization
or reconstruction (or other similar arrangement) of the Company or the Person
into which the Company is merged after the Relevant Date or to which the Company
conveys, transfers or leases its properties and assets after the Relevant Date
substantially as an entirety (collectively, a "SUBSEQUENT CONSOLIDATION") is
required, as a consequence of such Subsequent Consolidation and as a consequence
of a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands
Antilles, Bermuda or the Cayman Islands occurring after the date of such
Subsequent Consolidation to pay Additional Amounts with respect to Notes with
respect to Withholding Tax as described under Section 3 hereof and such
Withholding Tax is imposed at a rate that exceeds the rate (if any) at which
Withholding Tax was or would have been imposed on the date of such Subsequent
Consolidation, provided, however, that this paragraph shall not apply to the
extent that, at the date of such Subsequent Consolidation it was known or would
have been known had professional advice of a nationally recognized accounting
firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda
or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law
in the United

                                      A-7

<PAGE>   72


Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman
Islands was to occur after such date.

         The Company will also pay, or make available for payment, to Holders on
the Redemption Date any Additional Amounts (as described, but subject to the
exceptions referred to, in Section 3 hereof) resulting from the payment of such
Redemption Price.

         9. Notice of Redemption. Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder of
the Notes to be redeemed at his address of record. The Notes in denominations
larger than euro1,000 may be redeemed in part but only in integral multiples of
euro1,000. In the event of a redemption of less than all of the Notes, the
Notes will be chosen for redemption by the Trustee in accordance with the
Indenture. On and after the redemption date, interest ceases to accrue on the
Notes or portions of them called for redemption (and, if applicable, the
Accreted Value of the Notes called for redemption will cease to increase).

         If this Note is redeemed subsequent to a record date with respect to
any interest payment date specified above and on or prior to such interest
payment date, then any accrued interest will be paid to the Person in whose name
this Note is registered at the close of business on such record date.

         10. Mandatory Redemption. The Company will not be required to make
mandatory redemption or repurchase payments with respect to the Notes. There are
no sinking fund payments with respect to the Notes.

         11. Repurchase at Option of Holder. (a) If there is a Change of Control
Triggering Event, the Company shall be required to offer to purchase on the
Purchase Date all outstanding Notes at a purchase price equal to 101% of the
aggregate principal amount thereof, plus accrued and unpaid interest to the
Purchase Date (or, in the case of repurchases of Notes prior to November 15,
2004, at a purchase price equal to 101% of the Accreted Value thereof as of the
Purchase Date), Holders of Notes that are subject to an offer to purchase will
receive a Change of Control offer from the Company prior to any related Purchase
Date and may elect to have such Notes or portions thereof in authorized
denominations purchased by completing the form entitled "Option of Holder to
Elect Purchase" appearing below.

                    (b) If the Company or a Restricted Subsidiary consummates
         any Asset Sales, and when the aggregate amount of Excess Proceeds from
         such Asset Sales exceeds $15.0 million, the Company shall be required
         to make an offer (an "ASSET SALE OFFER") to all holders of the Notes
         and Other Qualified Notes to purchase the maximum principal amount of
         Notes and Other Qualified Notes (determined on a pro rata basis
         according to the principal amount or accreted value, as the case may
         be, of the Notes and the Other Qualified Notes) that may be purchased
         out of the Excess Proceeds, with respect to the Notes, at an offer
         price in cash in an amount equal to 100% of the outstanding principal
         amount thereof plus accrued and unpaid interest, if any, to the date
         fixed for the closing of such offer (or, in the case of repurchases of
         Notes prior to November 15, 2004, at a purchase price equal to 100% of
         the Accreted Value thereof as of the date fixed for the closing of such
         offer). To the extent that the aggregate principal amount or accreted
         value, as the case may be, of Notes and Other Qualified Notes tendered
         pursuant to an Asset Sale Offer is less than the Excess Proceeds, the
         Company may use such deficiency for general corporate purposes. If the
         aggregate principal amount or accreted value, as the case may be, of
         Notes and Other Qualified Notes surrendered by holders thereof exceeds
         the amount of Excess Proceeds, then such remaining Excess Proceeds will
         be allocated pro rata according to principal amount or accreted value,
         as the case may be, to the Notes and each issue of the Other Qualified
         Notes and, the Trustee will select the Notes to be purchased in
         accordance with Section 3.09(e) of the

                                      A-8

<PAGE>   73


         Indenture.  Upon completion of such offer to purchase, the amount of
         Excess Proceeds will be reset at zero.

         12. Denominations, Transfer, Exchange. The Notes are in registered
form, without coupons, in denominations of euro1,000 and integral multiples of
euro1,000. The transfer of Notes may be registered, and Notes may be exchanged,
as provided in the Indenture. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay
any taxes and fees required by law or permitted by the Indenture. The Registrar
need not exchange or register the transfer of any Note or portion of a Note
selected for redemption (except the unredeemed portion of any Note being
redeemed in part). Also, it need not exchange or register the transfer of any
Note for a period of 15 days before a selection of Notes to be redeemed.

         13. Persons Deemed Owners.  Except as provided in paragraph 4 of this
Note, the registered  Holder of a Note may be treated as its owner for all
purposes.

         14. Unclaimed Money. If money for the payment of principal or interest
remains unclaimed for two years, the Trustee and the Paying Agent shall pay the
money back to the Company at its written request. After that, Holders of Notes
entitled to the money must look to the Company for payment unless an abandoned
property law designates another Person and all liability of the Trustee and such
Paying Agent with respect to such money shall cease.

         15. Defaults and Remedies. The Notes shall have the Events of Default
set forth in Section 6.01 of the Indenture. Subject to certain limitations in
the Indenture, if an Event of Default occurs and is continuing, the Trustee by
notice to the Company or the Holders of at least 25% in aggregate principal
amount at maturity of the then outstanding Notes by notice to the Company and
the Trustee may declare all the Notes to be due and payable immediately, except
that in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, all unpaid principal and interest accrued on the Notes
(or, if applicable, the Accreted Value thereof) shall become due and payable
immediately without further action or notice. The Holders of a majority in
principal amount at maturity of the Notes then outstanding by written notice to
the Trustee may rescind an acceleration and its consequences if the rescission
would not conflict with any judgment or decree and if all existing Events of
Default have been cured or waived except nonpayment of principal or interest
(or, if applicable, the Accreted Value) that has become due solely because of
the acceleration. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in principal amount at maturity of the then outstanding Notes issued under the
Indenture may direct the Trustee in its exercise of any trust or power. The
Company must furnish annually compliance certificates to the Trustee. The above
description of Events of Default and remedies is qualified by reference, and
subject in its entirety, to the more complete description thereof contained in
the Indenture.

         16. Amendments, Supplements and Waivers. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount at maturity of the then
outstanding Notes (including consents obtained in connection with a tender offer
or exchange offer for Notes), and any existing default may be waived with the
consent of the Holders of a majority in principal amount at maturity of the then
outstanding Notes. Without the consent of any Holder, the Indenture or the Notes
may be amended among other things, to cure any ambiguity, defect or
inconsistency, to provide for assumption of the Company's obligations to
Holders, to make any change that does not adversely affect the rights of any
Holder or to qualify the Indenture under the TIA or to comply with the
requirements of the SEC in order to maintain the qualification of the Indenture
under the TIA.

                                       A-9

<PAGE>   74


         17. Restrictive Covenants. The Indenture imposes certain limitations on
the ability of the Company and its Subsidiaries to, among other things, engage
in certain transactions with Affiliates, incur additional indebtedness and make
payments in respect of Capital Stock. The limitations are subject to a number of
important qualifications and exceptions.

         18. Trustee Dealings with the Company. The Trustee, in its individual
or any other capacity may become the owner or pledgee of the Notes and may
otherwise deal with the Company or an Affiliate with the same rights it would
have, as if it were not Trustee, subject to certain limitations provided for in
the Indenture and in the TIA. Any Agent may do the same with like rights.

         19. No Recourse Against Others. A director, officer, employee,
incorporator or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of or by reason of such obligations or their
creation. Each Holder of the Notes by accepting a Note waives and releases all
such liability. The waiver and release are part of the consideration for the
issue of the Notes.

         20. Governing Law. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THE INDENTURE AND THE NOTES WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.

         21. Authentication.  The Notes shall not be valid until authenticated
by the manual signature of an authorized officer of the Trustee or an
authenticating agent.

         22. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (- Custodian), and UGMA
(= Uniform Gifts to Minors Act).

         The Company will furnish to any Holder of the Notes upon written
request and without charge a copy of the Indenture. Request may be made to:

               NTL Communications Corp.
               110 East 59th Street, 26th Floor
               New York, New York 10022
               Attention of:  Richard J. Lubasch, Esq.
                              Executive Vice President, General Counsel and
                              Secretary


                                      A-10

<PAGE>   75


                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

                  (I) or (we) assign and transfer this Note to
                   ------------------------------------------
               (Insert assignee's social security or tax I.D. no.)


                   ------------------------------------------


                   ------------------------------------------
              (Print or type assignee's name, address and zip code)


                    and irrevocably appoint _________________________________
         agent to transfer this Note on the books of the Company. The agent may
         substitute another to act for him.


         Your Signature: _______________________________________________________
              (Sign exactly as your name appears on the other side of this Note)


         Date: __________________


   Signature Guarantee: * ____________________________________________

         In connection with any transfer of any of the Notes evidenced by this
         certificate occurring prior to the date that is two years after the
         later of the date of original issuance of such Notes and the last date,
         if any, on which such Notes were owned by the Company or any Affiliate
         of the Company, the undersigned confirms that such Notes are being
         transferred:

CHECK ONE BOX BELOW

         (1)  o   to the Company or a subsidiary thereof,

         (2)  o   to a qualified institutional buyer in compliance with Rule
         144A,

         (3)  o   outside the United States in compliance with Rule 903 or Rule
         904 under the Securities Act,

         (4)  o   pursuant to the exemption from registration provided by Rule
         144 under the Securities Act (if available) or

         (5)  o   inside the United States to an Institutional Accredited
         Investor that, prior to such transfer, furnishes to the Trustee a
         signed letter containing certain representations and agreements
         relating to the restrictions on transfer of the Notes (the form of
         which letter can be obtained from the Trustee) and, if such transfer is
         in respect of an aggregate principal amount at maturity of Notes of
         less than euro100,000, an opinion of counsel acceptable to the Company
         that such transfer is in compliance with the Securities Act,

         (6)  o   pursuant to an effective registration statement under the
         Securities Act.


_______________________________

* Signature must be guaranteed by a commercial bank, trust company or member
  firm of the New York Stock Exchange.

                                      A-ll
<PAGE>   76




                                                      --------------------------
                                                      Signature

Signature Guarantee*

--------------------------
Signature must be guaranteed



------------------------------------------------------------------

              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

                  The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.

Date: _____________________

--------------------------

* Signature must be guaranteed by a commercial bank, trust company or member
firm of the New York Stock Exchange.

                 NOTICE: To be executed by an executive officer

                                      A-12

<PAGE>   77


                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Note or a portion thereof
repurchased by the Company pursuant to Section 3.09, 4.10 or 4.13 of the
Indenture, check the box: [ ]

                  If the purchase is in part, indicate the portion (in
denominations of euro1,000 or any integral  multiple thereof) to be purchased:
______________________

         Your Signature: _______________________________________________________
              (Sign exactly as your name appears on the other side of this Note)


       Date: ________________________


       Signature Guarantee:**/














_______________________________

**/ Signature must be guaranteed by a commercial bank, trust company or member
firm of the New York Stock Exchange.

                                      A-13
<PAGE>   78


                        [TO BE ATTACHED TO GLOBAL NOTES]

                                   SCHEDULE A

                          SCHEDULE OF PRINCIPAL AMOUNT

         The initial principal amount of this Global Note shall be
euro___________.  The following increases or decreases in the principal
amount at maturity of this Global Note have been made:

<TABLE>
<CAPTION>
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
 Amount of decrease in     Amount of increase     Principal amount at        Signature of         Date of exchange
  principal amount at      in principal amount      maturity of this      authorized officer       following such
maturity of this Global    at maturity of this        Global Note        of Trustee or Common   decrease or increase
          Note                 Global Note                                    Depositary
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                       <C>                    <C>                     <C>                    <C>
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>


                                      A-14

<PAGE>   79


                                                                       EXHIBIT B

                         [FORM OF FACE OF EXCHANGE NOTE]

                      [Global Notes Legend, if applicable]

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC")
[,/OR] EUROCLEAR SYSTEM ("EUROCLEAR"), OR CEDELBANK S.A. ("CEDELBANK")2, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CHASE NOMINEES LIMITED. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC [OR] EUROCLEAR
[OR CEDELBANK](AND ANY PAYMENT IS MADE TO CHASE NOMINEES LIMITED, OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC [OR]
EUROCLEAR [OR CEDELBANK]) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CHASE NOMINEES LIMITED, HAS AN INTEREST HEREIN.

                  TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC [OR] EUROCLEAR [OR CEDELBANK] OR TO
CUSTODIANS THEREOF OR THEIR NOMINEES OR TO A SUCCESSOR OF DTC [OR] EUROCLEAR [OR
CEDELBANK] OR SUCH SUCCESSOR'S NOMINEE OR TO CUSTODIANS OF SUCH SUCCESSOR OR
NOMINEE THEREOF AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED
TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.

                        [Original Issue Discount Legend]

         THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR PURPOSES OF APPLYING
THE UNITED STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT RULES TO THIS NOTE.
THE ISSUE DATE OF THIS NOTE IS NOVEMBER 24, 1999. THE ISSUE PRICE OF THIS NOTE
IS euro573.33 PER euro1000.00 OF INITIAL PRINCIPAL AMOUNT AT MATURITY. THIS
NOTE IS ISSUED WITH euro426.67 OF ORIGINAL ISSUE DISCOUNT PER euro1000.00 OF
INITIAL PRINCIPAL AMOUNT AT MATURITY. THE YIELD TO MATURITY OF THIS NOTE IS
11 1/2%.


_______________________________

2 Reference to Cedelbank should only be included in the Regulation S Global
Note.


                                      B-1
<PAGE>   80


No. ___________                                                  euro__________

                                        CINS No. [ ]/ISIN No. [ ]/ CUSIP No. [ ]

              11 1/2% SERIES B SENIOR DEFERRED COUPON NOTE DUE 2009

         NTL Communications Corp., a Delaware corporation (the "COMPANY")
promises to pay to _________________________ or registered assigns, the
principal sum of euro[ ] [or such other amount as is indicated on Schedule A
hereof]**** on November 15, 2009, subject to the further provisions of this Note
set forth on the reverse hereof which further provisions shall for all purposes
have the same effect as if set forth at this place.

Interest Payment Dates:        May 15 and November 15, commencing May 15, 2005

Record Dates:                  May 1 and November 1

         IN WITNESS WHEREOF, NTL Communications Corp. has caused this Note to be
signed manually or by facsimile by its duly authorized officers.

Dated: ________________

                                            NTL COMMUNICATIONS CORP.

                                            by:_________________________________

                                            by:_________________________________






                                      B-2

_______________________________

****     Applicable to Global Notes only.

<PAGE>   81


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the 11 1/2% Series B
Senior Deferred Coupon Notes due 2009
described in the within-mentioned
Indenture.


THE CHASE MANHATTAN BANK, as Trustee

By: _____________________________________
         Authorized Officer

                                      B-3

<PAGE>   82


                       (FORM OF REVERSE OF EXCHANGE NOTE)

                            NTL COMMUNICATIONS CORP.

              11 1/2% Series B Senior Deferred Coupon Note due 2009

         1. Interest. NTL Communications Corp., a Delaware corporation (the
"COMPANY"), is the issuer of 11 1/2% Series B Senior Deferred Coupon Notes due
2009 (the "NOTES"). The Notes are being issued at a discount from their
principal amount and will accrete (in accordance with the definition of Accreted
Value contained in the Indenture) at a rate of 11 1/2%, compounded semiannually,
to an aggregate principal amount of euro210,000,000 by November 15, 2004. The
Company promises to pay interest on the Notes in cash semiannually on each May
15 and November 15, commencing on May 15, 2005, to Holders of record on the
immediately preceding May 1 and November 1, respectively, at the rate of 11 1/2%
per annum. Interest on the Notes will accrue from the most recent date to which
interest has been paid on the Notes, or if no interest has been paid, from
November 15, 2004. Interest will be computed on the basis of a 360-day year of
twelve 30-day months. The Company will pay interest on overdue principal and
premium, if any, or overdue Accreted Value at the interest or accretion rate
borne by the Notes, compounded semiannually, and it shall pay interest on
overdue installments of interest (without regard to any applicable grace period)
at the same interest rate compounded semiannually. Any interest paid on this
Note shall be increased to the extent necessary to pay Additional Amounts as set
forth in this Note.

         2. Additional Amounts. This Section 2 shall apply only in the event
that the Company becomes, or a successor to the Company is, a corporation
organized or existing under the laws of the United Kingdom, the Netherlands, the
Netherlands Antilles, Bermuda or the Cayman Islands. All payments made by the
Company on this Note shall be made without deduction for or on account of, any
and all present or future taxes, duties, assessments, or governmental charges of
whatever nature unless the deduction of such taxes, duties, assessments or
governmental charges is then required by law. If any deduction or withholding
for or on account of any present or future taxes, assessments or other
governmental charges of the United Kingdom, the Netherlands, the Netherlands
Antilles, Bermuda or the Cayman Islands (or any political subdivision or taxing
authority thereof or taxing authority thereof or therein) shall at any time be
required in respect of any amounts to be paid by the Company under this Note,
the Company shall pay or cause to be paid such additional amounts ("ADDITIONAL
AMOUNTS") as may be necessary in order that the net amounts received by a Holder
of this Note after such deduction or withholding shall be not less than the
amounts specified in this Note to which the Holder of this Note is entitled;
provided, however, that the Company shall not be required to make any payment of
Additional Amounts for or on account of:

                  (a) any tax, assessment or other governmental charge to the
         extent such tax, assessment or other governmental charge would not have
         been imposed but for (i) the existence of any present or former
         connection between such Holder (or between a fiduciary, settlor,
         beneficiary, member or shareholder of, or possessor of a power over,
         such Holder, if such Holder is an estate, nominee, trust, partnership
         or corporation), other than the holding of this Note or the receipt of
         amounts payable in respect of this Note, the United Kingdom, the
         Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands or
         any political subdivision or taxing authority thereof or therein,
         including, without limitation, such Holder (or such fiduciary, settlor,
         beneficiary, member, shareholder or possessor) being or having been a
         citizen or resident thereof or being or having been present or engaged
         in trade or business therein or having or having had a permanent
         establishment therein or (ii) the presentation of this Note (where
         presentation is required) for payment on a date more than 30 days after
         the date on which such payment became due and payable or the date on
         which payment thereof is duly provided for, whichever occurs

                                      B-4

<PAGE>   83


         later, except to the extent that the Holder would have been entitled to
         Additional Amounts had this Note been presented on the last day of such
         period of 30 days;

                  (b) any tax, assessment or other governmental charge that is
         imposed or withheld by reason of the failure to comply by the Holder of
         this Note or, if different, the beneficial owner of the interest
         payable on this Note, with a timely request of the Company addressed to
         such Holder or beneficial owner to provide information, documents or
         other evidence concerning the nationality, residence, identity or
         connection with the taxing jurisdiction of such Holder or beneficial
         owner which is required or imposed by a statute, regulation or
         administrative practice of the taxing jurisdiction as a precondition to
         exemption from all or part of such tax, assessment or governmental
         charge;

                  (c) any estate, inheritance, gift, sales, transfer, personal
         property or similar tax, assessment or other governmental charge;

                  (d) any tax, assessment or other governmental charge which
         is collectible otherwise than by withholding from payments of principal
         amount, redemption amount, Change of Control Payment or interest with
         respect to a Note or withholding from the proceeds of a sale or
         exchange of a Note;

                  (e) any tax, assessment or other governmental charge
         required to be withheld by any Paying Agent from any payment of
         principal amount, redemption amount, Change of Control Payment or
         interest with respect to a Note, if such payment can be made, and is in
         fact made, without such withholding by any other Paying Agent located
         inside the United States;

                  (f) any tax, assessment or other governmental charge imposed
         on a Holder that is not the beneficial owner of a Note to the extent
         that the beneficial owner would not have been entitled to the payment
         of any such Additional Amounts had the beneficial owner directly held
         the Note;

                  (g) any combination of items (a), (b), (c), (d), (e) and (f)
         above;

nor shall Additional Amounts be paid with respect to any payment of the
principal of, or any interest on, this Note to any Holder who is a fiduciary or
partnership or other than the sole beneficial owner of such payment to the
extent that a beneficiary or settlor would not have been entitled to any
Additional Amounts had such beneficiary or settlor been the Holder of this Note.
All references to principal amount or interest on the Notes in the Indenture or
the Notes shall include any Additional Amounts payable to the Company pursuant
to this Section 2.

         3. Method of Payment. The Company will pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the record date for the next interest payment date
even though Notes are canceled after the record date and on or before the
interest payment date. Holders must surrender Notes to a Paying Agent to collect
principal and premium payments (or, if applicable, payments with respect to
Accreted Value). The Company will pay principal (or, if applicable, payments
with respect to Accreted Value), premium, if any, and interest in money of the
European Monetary Union that at the time of payment is legal tender for payment
of public and private debts. However, the Company may pay principal (or, if
applicable, payments with respect to Accreted Value), premium, if any, and
interest by check payable in such money. It may mail an interest check to a
holder's registered address. If a Holder so requests, principal (or, if
applicable, payments with respect to Accreted Value), premium, if any, and
interest may be paid by wire transfer of immediately available funds to an
account previously specified in writing by such Holder to the Company and the
Trustee.

                                      B-5

<PAGE>   84


         4. Paying Agent and Registrar. The Chase Manhattan Bank (London) will
act as Paying Agent and Registrar in London. The Trustee will act as Paying
Agent and Registrar in the City of New York. Chase Manhattan Bank Luxembourg
S.A. will act as Paying Agent and Registrar in Luxembourg if and as long as the
Notes are listed on the Luxembourg Stock Exchange. The Company may change any
Paying Agent or Registrar without prior notice. The Company or any of its
Affiliates may act in any such capacity.

         5. Indenture. The Company issued the Notes under an indenture, dated as
of November 24, 1999 (the "INDENTURE"), between the Company and The Chase
Manhattan Bank, as Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by the Trust Indenture Act of
1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of the
Indenture. The Notes are subject to, and qualified by, all such terms, certain
of which are summarized hereon, and Holders are referred to the Indenture and
such Act for a statement of such terms. The Notes initially issued by the
Company on the date of the Indenture are unsecured general obligations of the
Company limited to euro210,000,000 in aggregate principal amount at maturity.
Additional Notes may be issued in accordance with the terms of the Indenture.

         6. Optional Redemption. Except as provided in Section 7 herein, the
Notes are not redeemable at the Company's option prior to November 15, 2004.
Thereafter, the Notes will be subject to redemption at the option of the
Company, in whole or in part, upon not less than 30 nor more than 60 days'
notice, at the redemption prices (expressed as percentages of principal amount
at maturity) set forth below plus accrued and unpaid interest thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on November 15 of the years indicated below:


<TABLE>
<CAPTION>
                  Year                                             Percentage
                  ----                                             ----------
                  <S>                                              <C>
                  2004 .........................................   105.750%
                  2005..........................................   103.833%
                  2006..........................................   101.917%
                  2007 and thereafter...........................   100.000%
</TABLE>


         7. Optional Tax Redemption. (a) The Notes may be redeemed at the option
of the Company, in whole but not in part, upon not less than 30 nor more than 60
days notice, at any time at a redemption price equal to the principal amount
thereof plus accrued and unpaid interest to the date fixed for redemption (or,
in the case of redemption of the Notes prior to November 15, 2004, at a
redemption price equal to 100% of the Accreted Value thereof as of the date of
redemption) if after the date on which Section 2 of this Note becomes applicable
(the "RELEVANT DATE") there has occurred any change in or amendment to the laws
(or any regulations or official rulings promulgated thereunder) of the United
Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman
Islands (or any political subdivision or taxing authority thereof or therein),
or any change in or amendment to the official application or interpretation of
such laws, regulations or rulings (a "CHANGE IN TAX LAW") which becomes
effective after the Relevant Date, as a result of which the Company is or would
be so required on the next succeeding Interest Payment Date to pay Additional
Amounts with respect to the Notes as described under Section 2 hereof with
respect to withholding taxes imposed by the United Kingdom, the Netherlands, the
Netherlands Antilles, Bermuda or the Cayman Islands (or any political
subdivision or taxing authority thereof or therein) (a "WITHHOLDING TAX") and
such Withholding Tax is imposed at a rate that exceeds the rate (if any) at
which Withholding Tax was imposed on the Relevant Date, provided, however, that
(i) this paragraph shall not apply to the extent that, at the Relevant Date it
was known or would have been known had professional advice of a nationally
recognized accounting firm in the United Kingdom, the Netherlands, the
Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be,

                                      B-6

<PAGE>   85


been sought, that a change in Tax Law in the United Kingdom, the Netherlands,
the Netherlands Antilles, Bermuda or the Cayman Islands was to occur after the
Relevant Date, (ii) no such notice of redemption may be given earlier than 90
days prior to the earliest date on which the Company would be obliged to pay
such Additional Amounts were a payment in respect of the Notes then due, (iii)
at the time such notice of redemption is given, such obligation to pay such
Additional Amount remains in effect and (iv) the payment of such Additional
Amounts cannot be avoided by the use of any reasonable measures available to the
Company.

                  (b) The Notes may also be redeemed, in whole but not in
         part, at any time at a redemption price equal to the principal amount
         thereof plus accrued and unpaid interest to the date fixed for
         redemption (or, in the case of redemption of the Notes prior to
         November 15, 2004, at a redemption price equal to 100% of the Accreted
         Value thereof as of the date fixed for redemption) if the Person formed
         after the Relevant Date by a consolidation, amalgamation,
         reorganization or reconstruction (or other similar arrangement) of the
         Company or the Person into which the Company is merged after the
         Relevant Date or to which the Company conveys, transfers or leases its
         properties and assets after the Relevant Date substantially as an
         entirety (collectively, a "SUBSEQUENT CONSOLIDATION") is required, as a
         consequence of such Subsequent Consolidation and as a consequence of a
         Change in Tax Law in the United Kingdom, the Netherlands, the
         Netherlands Antilles, Bermuda or the Cayman Islands occurring after the
         date of such Subsequent Consolidation to pay Additional Amounts with
         respect to Notes with respect to Withholding Tax as described under
         Section 2 hereof and such Withholding Tax is imposed at a rate that
         exceeds the rate (if any) at which Withholding Tax was or would have
         been imposed on the date of such Subsequent Consolidation, provided,
         however, that this paragraph shall not apply to the extent that, at the
         date of such Subsequent Consolidation it was known or would have been
         known had professional advice of a nationally recognized accounting
         firm in the United Kingdom, the Netherlands, the Netherlands Antilles,
         Bermuda or the Cayman Islands, as the case may be, been sought, that a
         Change in Tax Law in the United Kingdom, the Netherlands, the
         Netherlands Antilles, Bermuda or the Cayman Islands was to occur after
         such date.

         The Company will also pay, or make available for payment, to Holders on
the Redemption Date any Additional Amounts (as described, but subject to the
exceptions referred to, in Section 2 hereof) resulting from the payment of such
Redemption Price.

         8. Notice of Redemption. Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder of
the Notes to be redeemed at his address of record. The Notes in denominations
larger than euro1,000 may be redeemed in part but only in integral multiples of
euro1,000. In the event of a redemption of less than all of the Notes, the
Notes will be chosen for redemption by the Trustee in accordance with the
Indenture. On and after the redemption date, interest ceases to accrue on the
Notes or portions of them called for redemption. If this Note is redeemed
subsequent to a record date with respect to any interest payment date specified
above and on or prior to such interest payment date, then any accrued interest
will be paid to the Person in whose name this Note is registered at the close of
business on such record date (and, if applicable, the Accreted Value of the
Notes called for redemption will cease to increase).

         9. Mandatory Redemption. The Company will not be required to make
mandatory redemption or repurchase payments with respect to the Notes. There are
no sinking fund payments with respect to the Notes.

         10. Repurchase at Option of Holder. (a) If there is a Change of Control
Triggering Event, the Company shall be required to offer to purchase on the
Purchase Date all outstanding Notes at a purchase price equal to 101% of the
aggregate principal amount thereof, plus accrued and unpaid interest to the

                                      B-7

<PAGE>   86


Purchase Date (or, in the case of repurchases of Notes prior to November 15,
2004, at a purchase price equal to 100% of the Accreted Value thereof as of the
Purchase Date). Holders of Notes that are subject to an offer to purchase will
receive a Change of Control offer from the Company prior to any related Purchase
Date and may elect to have such Notes or portions thereof in authorized
denominations purchased by completing the form entitled "Option of Holder to
Elect Purchase" appearing below.

                  (b) If the Company or a Restricted Subsidiary consummates
         any Asset Sales, and when the aggregate amount of Excess Proceeds from
         such Asset Sales exceeds $15.0 million, the Company shall be required
         to make an offer (an "ASSET SALE OFFER") to all holders of the Notes
         and Other Qualified Notes to purchase the maximum principal amount of
         Notes and other Qualified Notes (determined on a pro rata basis
         according to the principal amount or accreted value, as the case may
         be, of the Notes and the Other Qualified Notes) that may be purchased
         out of the Excess Proceeds with respect to the Notes, at an offer price
         in cash in an amount equal to 100% of the outstanding principal amount
         thereof plus accrued and unpaid interest, if any, to the date fixed for
         the closing of such offer (or, in the case of repurchases of Notes
         prior to November 15, 2004, at a purchase price equal to 101% of the
         Accreted Value thereof as of the date fixed for the closing of such
         offer). To the extent that the aggregate principal amount or accreted
         value, as the case may be, of Notes and Other Qualified Notes tendered
         pursuant to an Asset Sale Offer is less than the Excess Proceeds, the
         Company may use such deficiency for general corporate purposes. If the
         aggregate principal amount or accreted value, as the case may be, of
         Notes and Other Qualified Notes surrendered by holders thereof exceeds
         the amount of Excess Proceeds then any remaining Excess Proceeds will
         be allocated pro rata according to principal amount or accreted value,
         as the case may be, to the Notes and each issue of the Other Qualified
         Notes and, the Trustee will select the Notes to be purchased in
         accordance with Section 3.09(e) of the Indenture. Upon completion of
         such offer to purchase, the amount of Excess Proceeds will be reset at
         zero.

         11. Denominations, Transfer, Exchange. The Notes are in registered
form, without coupons, in denominations of euro1,000 and integral multiples of
euro1,000. The transfer of Notes may be registered, and Notes may be exchanged,
as provided in the Indenture. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay
any taxes and fees required by law or permitted by the Indenture. The Registrar
need not exchange or register the transfer of any Note or portion of a Note
selected for redemption (except the unredeemed portion of any Note being
redeemed in part). Also, it need not exchange or register the transfer of any
Note for a period of 15 days before a selection of Notes to be redeemed.

         12. Persons  Deemed Owners. Except as provided in paragraph 3 of this
Note,  the registered  Holder of a Note may be treated as its owner for all
purposes.

         13. Unclaimed Money. If money for the payment of principal or interest
remains unclaimed for two years, the Trustee and the Paying Agent shall pay the
money back to the Company at its written request. After that, Holders of Notes
entitled to the money must look to the Company for payment unless an abandoned
property law designates another Person and all liability of the Trustee and such
Paying Agent with respect to such money shall cease.

         14. Defaults and Remedies. The Notes shall have the Events of Default
as set forth in Section 6.01 of the Indenture. Subject to certain limitations in
the Indenture, if an Event of Default occurs and is continuing, the Trustee by
notice to the Company or the Holders of at least 25% in aggregate principal
amount at maturity of the then outstanding Notes by notice to the Company and
the Trustee may declare all the Notes to be due and payable immediately, except
that in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, all unpaid principal and interest accrued on the Notes

                                      B-8

<PAGE>   87


(or, if applicable, the Accreted Value thereof) shall become due and payable
immediately without further action or notice. The Holders of a majority in
principal amount at maturity of the Notes then outstanding by written notice to
the Trustee may rescind an acceleration and its consequences if the rescission
would not conflict with any judgment or decree and if all existing Events of
Default have been cured or waived except nonpayment of principal or interest
(or, if applicable, the Accreted Value) that has become due solely because of
the acceleration. Holders may not enforce the Indenture or the Notes as provided
in the Indenture. Subject to certain limitations, Holders of a majority in
principal amount at maturity of the then outstanding Notes issued under the
Indenture may direct the Trustee in its exercise of any trust or power. The
Company must furnish annually compliance certificates to the Trustee. The above
description of Events of Default and remedies is qualified by reference, and
subject in its entirety, to the more complete description thereof contained in
the Indenture.

         15. Amendments, Supplements and Waivers. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount at maturity of the then
outstanding Notes (including consents obtained in connection with a tender offer
or exchange offer for Notes), and any existing default may be waived with the
consent of the Holders of a majority in principal amount at maturity of the then
outstanding Notes. Without the consent of any Holder, the Indenture or the Notes
may be amended among other things, to cure any ambiguity, defect or
inconsistency, to provide for assumption of the Company's obligations to
Holders, to make any change that does not adversely affect the rights of any
Holder or to qualify the Indenture under the TIA or to comply with the
requirements of the SEC in order to maintain the qualification of the Indenture
under the TIA.

         16. Restrictive Covenants. The Indenture imposes certain limitations on
the ability of the Company and its Subsidiaries to, among other things, engage
in certain transactions with Affiliates, incur additional Indebtedness and make
payments in respect of Capital Stock. The limitations are subject to a number of
important qualifications and exceptions.

         17. Trustee Dealings with the Company. The Trustee, in its individual
or any other capacity may become the owner or pledgee of the Notes and may
otherwise deal with the Company or an Affiliate with the same rights it would
have, as if it were not Trustee, subject to certain limitations provided for in
the Indenture and in the TIA. Any Agent may do the same with like rights.

         18. No Recourse Against Others. A director, officer, employee,
incorporator or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of or by reason of such obligations or their
creation. Each Holder of the Notes by accepting a Note waives and releases all
such liability. The waiver and release are part of the consideration for the
issue of the Notes.

         19. Governing Law. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THE INDENTURE AND THE NOTES WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.

         20. Authentication.  The Notes shall not be valid until authenticated
by the manual  signature of an authorized officer of the Trustee or an
authenticating agent.

         21. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and UGMA
(= Uniform Gifts to Minors Act).

                                      B-9

<PAGE>   88


         The Company will furnish to any Holder of the Notes upon written
request and without charge a copy of the Indenture. Request may be made to:

                  NTL Communications Corp.
                  110 East 59th Street, 26th Floor
                  New York, New York 10022
                  Attention of:     Richard J. Lubasch, Esq.
                                    Executive Vice President, General Counsel
                                    and Secretary

                                      B-10

<PAGE>   89


                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

                  (I) or (we) assign and transfer this Note to

                   __________________________________________
              (Insert assignee's social security or tax I.D. no.)

                   __________________________________________

                    __________________________________________
             (Print or type assignee's name, address and zip code)

              and irrevocably appoint _________________________________
         agent to transfer this Note on the books of the Company. The agent may
         substitute another to act for him.

         Your Signature: _______________________________________________________
              (Sign exactly as your name appears on the other side of this Note)


         Date: __________________

       Signature Guarantee: **/ ______________________________



_______________________________

**/ Signature must be guaranteed by a commercial bank, trust company or member
of the New York Stock Exchange.


                                      B-11
<PAGE>   90


                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note or a portion thereof repurchased
by the Company pursuant to Section 3.09, 4.10 or 4.13 of the Indenture, check
the box: [ ]

         If the purchase is in part, indicate the portion (in denominations of
euro 1,000 or any  integral  multiple  thereof) to be purchased:
_____________________

         Your Signature: _______________________________________________________
              (Sign exactly as your name appears on the other side of this Note)

       Date: ________________________

       Signature Guarantee:***

_____________________

*** Signature must be guaranteed by a commercial bank, trust company or member
firm of the New York Stock Exchange.

                                      B-12

<PAGE>   91


                                   SCHEDULE A

                          SCHEDULE OF PRINCIPAL AMOUNT

         The initial principal amount of this Global Note shall be
euro__________________. The following increases or decreases in the principal
amount at maturity of this Global Note have been made:

<TABLE>
<CAPTION>
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
 Amount of decrease in     Amount of increase     Principal amount at        Signature of         Date of exchange
  principal amount at      in principal amount      maturity of this      authorized officer       following such
maturity of this Global    at maturity of this        Global Note        of Trustee or Common   decrease or increase
          Note                 Global Note                                    Depositary
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                       <C>                    <C>                     <C>                    <C>
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>


                                      B-13

<PAGE>   92




                                                                       EXHIBIT C


                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                           FROM RULE 144A GLOBAL NOTE
                           TO REGULATION S GLOBAL NOTE
                   (Transfers pursuant to Section 2.06(a)(ii)
                                of the Indenture)


The Chase Manhattan Bank, as Trustee
450 West 33rd Street
New York, New York  10001
Attn:    Capital Markets Fiduciary Services


                      Re:  NTL Incorporated 11 1/2% Senior Deferred Coupon
                      Notes Due 2009 (the "Notes")


         Reference is hereby made to the Indenture, dated as of November 24,
1999 (the "Indenture"), between NTL Communications Corp., as Issuer, and The
Chase Manhattan Bank, as Trustee.

         This letter relates to euro[ ] aggregate principal amount at maturity
of Notes which are held in the form of the [Rule 144A Global Note (CUSIP No. )]
with the Depositary in the name of [name of transferor] (the "Transferor") to
effect the transfer of the Notes in exchange for an equivalent beneficial
interest in the Regulation S Global Notes.

         In connection with such request, the Transferor does hereby certify
that such transfer has been effected in accordance with the transfer
restrictions set forth in the Notes and (i) with respect to transfers made in
reliance on Regulation S, does hereby certify that:

                  (1) the offer of the Notes was not made to a Person in the
             United States;

                  (2) the transaction was executed in, on or through the
             facilities of a designated offshore securities market and neither
             the Transferor nor any Person acting on its behalf knows that the
             transaction was pre-arranged with a buyer in the United States;

                  (3) no directed selling efforts have been made in
             contravention of the requirements of Rule 903(b) or 904(b) of
             Regulation S, as applicable; and

                  (4) the transaction is not part of a plan or scheme to evade
             the registration requirements of the United States Securities Act
             of 1933, as amended (the "Securities Act");

and (ii) with respect to transfers made in reliance on Rule 144 does hereby
certify that the Senior Notes are being transferred in a transaction permitted
by Rule 144 under the Securities Act; and (iii) with respect to transfers made
in reliance on Rule 144A, does hereby certify that such Senior Notes are being
transferred in accordance with Rule 144A under the Securities Act to a
transferee that the Transferor reasonably believes is purchasing the Senior
Notes for its own account or an account with respect to which the transferee
exercises sole investment discretion and the transferee and any such account is
a "qualified institutional buyer" within the meaning of Rule 144A, in a
transaction meeting the

                                      C-1

<PAGE>   93


requirements of Rule 144A and in accordance with applicable securities laws of
any state of the United States or any other jurisdiction.

         In addition, if the sale is made during a restricted period and the
provisions of Rule 903(c)(2) or (3) or Rule 904(c)(1) of Regulation S are
applicable thereto, we confirm that such sale has been made in accordance with
the applicable provisions of Rule 903(c)(2) or (3) or Rule 904(c)(1), as the
case may be.

         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Capitalized terms used in this
certificate and not otherwise defined in the Indenture have the meanings set
forth in Regulation S.

                                            [Name of Transferor]

                                            By:___________________________

                                               Name:
                                               Title:

Dated:

cc:   NTL Communications Corp.
      110 East 59th Street
      New York, New York  10022
      Attn:  Richard J. Lubasch, Esq.
             Executive Vice-President
             General Counsel and Secretary


                                      C-2

<PAGE>   94


                                                                       EXHIBIT D

                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                          FROM REGULATION S GLOBAL NOTE
                            TO RULE 144A GLOBAL NOTE
             (Transfers pursuant to Section 2.06(a)(iii), (iv) or (v)
                                of the Indenture)

The Chase Manhattan Bank, as Trustee
450 West 33rd Street
New York, New York  10001
Attn:  Capital Market Fiduciary Services

                  Re:  NTL Communications Corp.  11 1/2% Senior Deferred Coupon
                  Notes Due 2009 (the "Notes")


         Reference is hereby made to the Indenture, dated as of November 24,
1999 (the "Indenture"), between NTL Communications Corp., as Issuer, and The
Chase Manhattan Bank, as Trustee. Capitalized terms used but not defined herein
shall have the respective meanings given them in the Indenture.

         This letter relates to euro[ ] aggregate principal amount of Notes
which are held in the form of the [Regulation S Global Note] [(DTC Rule 144A
Global Note] [Euroclear Rule 144A Global Note] (CINS No. [ ]) (CUSIP No. [ ])
with the Depositary in the name of [name of transferor] (the "Transferor") to
effect the transfer of the Notes in exchange for an equivalent beneficial
interest in the [DTC][Euroclear] Rule 144A Global Note.

         In connection with such request, and in respect of such Notes the
Transferor does hereby certify that such Notes are being transferred in
accordance with (i) the transfer restrictions set forth in the Senior Notes and
(ii) Rule 144A under the United States Securities Act of 1933, as amended, to a
transferee that the Transferor reasonably believes is purchasing the Notes for
its own account or an account with respect to which the transferee exercises
sole investment discretion and the transferee and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A, in a
transaction meeting the requirements of Rule 144A and in accordance with
applicable securities laws of any state of the United States or any other
jurisdiction.

                                            [Name of Transferor],

                                            By:___________________________
                                               Name:
                                               Title:
Dated:

cc:   NTL Communications Corp.
      110 East 59th Street
      New York, New York  10022
      Attn:  Richard J. Lubasch, Esq.
      Executive Vice-President,
      General Counsel and Secretary

                                      D-1

<PAGE>   95


                                                                       EXHIBIT E


                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                         FROM GLOBAL NOTE OR RESTRICTED
                             NOTE TO RESTRICTED NOTE
                    (Transfers pursuant to Section 2.06(a)(vi)
                     or Section 2.06(a)(vii) of the Indenture)


The Chase Manhattan Bank, as Trustee
450 West 33rd Street
New York, New York  10001
Attn:  Capital Markets Fiduciary Services

                  Re:  NTL Communications Corp. 11 1/2% Senior Deferred Coupon
                  Notes due 2009 (the "Notes")

         Reference is hereby made to the Indenture, dated as of November 24,
1999 (the "Indenture"), between NTL Communications Corp., as Issuer, and The
Chase Manhattan Bank, as Trustee. Capitalized terms used but not defined herein
shall have the respective meanings given them in the Indenture.

         This letter relates to euro[ ] aggregate principal amount at maturity
of Notes which are held [in the form of the [Rule 144A/Regulation S] [Global]
[Restricted] Note (CINS No. [ ]/ISIN No. [ ]/CUSIP No. [ ]) with the Depositary
in the name of [name of transferor] (the "Transferor") to effect the transfer of
the Notes.

         In connection with such request, and in respect of such Notes, the
Transferor does hereby certify that such Notes are being transferred (i) in
accordance with the transfer restrictions set forth in the Notes and (ii) in
accordance with applicable securities laws of any state of the United States or
any other jurisdiction.

*Insert, if appropriate.

                                            [Name of Transferor],

                                            By:___________________________
                                               Name:
                                               Title:
Dated:

cc:   NTL Communications Corp.
      110 East 59th Street
      New York, New York  10022
      Attn:  Richard J. Lubasch, Esq.
             Executive Vice President, General Counsel and Secretary

                                      E-1

<PAGE>   96


                                                                       EXHIBIT F

               FORM OF ACCREDITED INVESTOR TRANSFEREE CERTIFICATE


The Chase Manhattan Bank, as Trustee
450 West 33rd Street
New York, New York  10001
Attn:  Capital Markets Fiduciary Services

                  Re:  NTL Communications Corp. 11 1/2% Senior Deferred Coupon
                  Notes due 2009 (the "Notes")

         Reference is hereby made to the Indenture, dated as of November 24,
1999 (the "Indenture), between NTL Communications Corp., as Issuer, and The
Chase Manhattan Bank, as Trustee. Capitalized terms used but not defined herein
shall have the respective meanings given them in the Indenture.

         This letter relates to euro[ ] aggregate principal amount at maturity
of Notes which are held [in the form of the [Rule 144A/Regulation S]
[Restricted] [Global] Note (CINS No. [ ] / ISIN No. [ ]/CUSIP No.[ ]) with the
Depositary * * in the name of [name of transferor] (the "Transferor") to effect
the transfer of the Notes to the undersigned.

         In connection with such request, and in respect of such Notes we
confirm that:

         1. We understand that the Notes were originally offered in a
transaction not involving any public offering in the United States within the
meaning of the United States Securities Act of 1933, as amended (the "SECURITIES
ACT"), that the Notes have not been registered under the Securities Act and that
(A) the Notes may be offered, resold, pledged or otherwise transferred only (i)
to a Person who the seller reasonably believes is a "qualified institutional
buyer" (as defined in Rule 144A under the Securities Act) in a transaction
meeting the requirements of Rule 144A, in a transaction meeting the requirements
of Rule 144 under the Securities Act, to a Person who the seller reasonably
believes is an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act), outside
the United States in a transaction meeting the requirements of Rule 903 or 904
of Regulation S under the Securities Act or in accordance with another exemption
from the registration requirements of the Securities Act (and based upon an
opinion of counsel if the Company so requests), (ii) to the Company, (iii)
pursuant to any other available exemption from registration or (iv) pursuant to
an effective registration statement, and, in each case, in accordance with any
applicable securities laws of any state of the United States or any other
applicable jurisdiction and (B) the purchaser will, and each subsequent Holder
is required to, notify any subsequent purchaser from it of the resale
restrictions set forth in (A) above.

         2. We are a corporation, partnership or other entity having such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Notes, and we are (or
any account for which we are purchasing under paragraph 4 below is) an
institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act, able to bear the economic risk of our proposed
investment in the Notes.

_______________________________

* Insert and modify if appropriate



                                      F-1


<PAGE>   97


         3. We are acquiring the Notes for our own account (or for accounts as
to which we exercise sole investment discretion and have authority to make, and
do make, the statements contained in this letter) and not with a view to any
distribution of the Notes, subject, nevertheless, to the understanding that the
disposition of our property shall at all times be and remain within our control.

         4. We are, and each account (if any) for which we are purchasing Notes
is, purchasing Notes having an aggregate principal amount at maturity of not
less than euro100,000 and, if such transfer is in respect of an aggregate
principal amount at maturity of Notes of less than euro100,000, we are
providing an opinion of counsel acceptable to the Company that such transfer is
in compliance with the Securities Act.

         5. We understand that (a) the Notes will be delivered to us in
registered form only and that the certificate delivered to us in respect of the
Notes will bear a legend substantially to the following effect:

         THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2)
IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) TO AN
INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

         and (b) such certificates will be reissued without the foregoing legend
         only in accordance with the terms of the Indenture.

         6.   We agree that in the event that at some future time we wish to
dispose of any of the Notes, we will not do so unless:

                  (a) the Notes are sold to the Company or any subsidiary
         thereof;

                  (b) the Notes are sold to a qualified institutional
         buyer in compliance with Rule 144A under the Securities Act;

                  (c) the Notes are sold outside the United States in compliance
         with Rule 903 or Rule 904 under the Securities Act;

                  (d) the Notes are sold to an Institutional Accredited Investor
         in a transaction exempt from the registration requirements of the
         Securities Act,

                  (d) the Notes are sold pursuant to an effective registration
         statement under the Securities Act; or

                  (e) the Notes are sold pursuant to any other available
         exemption from registration, subject to the requirements of the legend
         set forth above.

                                                              Very truly yours,

                                      F-2

<PAGE>   98


                                            [PURCHASER]


                                            By: ________________________________
                                               Name:
                                               Title:

Dated:

cc:   NTL Communications Corp.
      110 East 59th Street
      New York, New York  10022
      Attn:  Richard J. Lubasch, Esq.
             Executive Vice President, General Counsel and Secretary

                                       F-3