<PAGE>   1
                                                                     EXHIBIT 4.4
                                                                  EXECUTION COPY
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                  euro250,000,000 9 1/4% SENIOR NOTES DUE 2006

                    euro350,000,000 9 7/8% SENIOR NOTES DUE 2009

          euro210,000,000 11 1/2% SENIOR DEFERRED COUPON NOTES DUE 2009
                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of November 24, 1999


                                  by and among

                            NTL COMMUNICATIONS CORP.

                                       and


                   MORGAN STANLEY & CO. INTERNATIONAL LIMITED
                           GOLDMAN SACHS INTERNATIONAL
                              CHASE SECURITIES INC.
                   DONALDSON, LUFKIN & JENRETTE INTERNATIONAL
                     SALOMON BROTHERS INTERNATIONAL LIMITED








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<PAGE>   2



     This Registration Rights Agreement (this "AGREEMENT") is made and entered
into as of November 24, 1999 by and among NTL Communications Corp., a Delaware
corporation (the "COMPANY"), and Morgan Stanley & Co. International Limited,
Goldman Sachs International, Chase Securities Inc., Donaldson, Lufkin & Jenrette
International and Salomon Brothers International Limited (each an "INITIAL
PURCHASER" and collectively, the "INITIAL PURCHASERS"). The Company proposes to
issue and sell to the Initial Purchasers (the "INITIAL PLACEMENT")
euro250,000,000 9 1/4% Senior Notes Due 2006 (the "2006 NOTES"), euro350,000,000
90% Senior Notes Due 2009 (the "2009 NOTES") and euro210,000,000 11 1/2% Senior
Deferred Coupon Notes Due 2009 (THE "DISCOUNT NOTES" and together with the 2006
Notes and the 2009 Notes, the "NOTES"). As an inducement to the Initial
Purchasers to enter into the purchase agreement, dated as of November 19, 1999
(the "PURCHASE AGREEMENT"), and in satisfaction of a condition to the Initial
Purchasers' obligations thereunder, the Company agrees with the Initial
Purchasers, (i) for the benefit of the Initial Purchasers and (ii) for the
benefit of the holders from time to time of the Notes whose names appear in the
register maintained by the Registrar in accordance with the provisions of the
Indentures (as defined in Section 1 hereof) (including the Initial Purchasers),
as follows:

1.       DEFINITIONS


         Capitalized terms used herein without definition shall have their
respective meanings set forth in the Purchase Agreement. As used in this
Agreement, the following capitalized defined terms shall have the following
meanings:

         "2006 NOTES" has the meaning set forth in the preamble hereto.

         "2006 NOTES INDENTURE" means the Indenture, dated as of November 24,
1999, between the Company and the 2006 Notes Trustee, relating to the 2006
Notes, as the same may be amended from time to time in accordance with the terms
thereof.

         "2006 NOTES TRUSTEE" means the trustee with respect to the 2006 Notes
under the 2006 Notes Indenture.

         "2009 NOTES" has the meaning set forth in the preamble hereto.

         "2009 NOTES INDENTURE" means the Indenture, dated as of November 24,
1999, between the Company and the 2009 Notes Trustee, relating to the 2009
Notes, as the same may be amended from time to time in accordance with the terms
thereof.

         "2009 NOTES TRUSTEE" means the trustee with respect to the 2009 Notes
under the 2009 Notes Indenture.

         "ACT" means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.

         "ACCRETED VALUE" means, as of any date of determination prior to
November 15, 2004 with respect to any Discount Note or Exchange Discount Note,
the sum of (a) the initial offering


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price (which shall be calculated by discounting the aggregate principal amount
at maturity of such Discount Note, at a rate of 11 1/2% per annum, compounded
semiannually on each May 15 and November 15 from November 15, 2004 to the date
of issuance) of such Discount Note, and (b) the portion of the excess of the
principal amount of such Discount Note or Exchange Discount 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 a Discount Note compounded semiannually on each
May 15 and November 5 from the date of issuance of the Discount Note or, with
respect to the Exchange Discount Notes, from the last day on which the increase
in the Accreted Value of the Discount Notes was compounded prior to the date of
original issuance of such Exchange Discount Notes through the date of
determination, computed on the basis of a 360-day year of twelve 30-day months.

         "AFFILIATE" of any specified person means any other person which,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified person. For purposes of this definition, control of
a person means the power, direct or indirect, to direct or cause the direction
of the management and policies of such person whether by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "CLOSING DATE" has the meaning set forth in the Purchase Agreement.

         "COMMISSION" means the Securities and Exchange Commission.

         "CONSUMMATE" means the occurrence of (i) the filing and effectiveness
under the Act of the Exchange Offer Registration Statement relating to the
Exchange Notes to be issued in the Registered Exchange Offer, (ii) the
maintenance of such Registration Statement continuously effective and the
keeping of the Registered Exchange Offer open for a period not less than the
minimum period required pursuant to Section 3(c)(ii) hereof, and (iii) the
delivery by the Company to the Registrar under the Indenture or the Exchange
Notes Indenture, as the case may be, of Exchange Notes in the same aggregate
principal amount as the aggregate principal amount of Notes that were tendered
by Holders thereof and accepted for exchange pursuant to the Registered Exchange
Offer.

         "DISCOUNT NOTES" has the meaning set forth in the preamble hereto.

         "DISCOUNT NOTES INDENTURE" means the Indenture, dated as of November
24, 1999, between the Company and the Discount Notes Trustee, relating to the
Discount Notes, as the same may be amended from time to time in accordance with
the terms thereof.

         "DISCOUNT NOTES TRUSTEE" means the trustee with respect to the Discount
Notes under the Discount Notes Indenture.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder.


                                       2

<PAGE>   4



         "EXCHANGE 2006 NOTES" means debt securities of the Company identical in
all material respects to the 2006 Notes (except that paragraph 2 of, and the
transfer restrictions on, the Notes will be eliminated) to be issued under the
2006 Notes Indenture or the Exchange 2006 Notes Indenture.

         "EXCHANGE 2009 NOTES" means debt securities of the Company identical in
all material respects to the 2009 Notes (except that paragraph 2 of, and the
transfer restrictions on, the Notes will be eliminated) to be issued under the
2009 Notes Indenture or the Exchange 2009 Notes Indenture.

         "EXCHANGE 2006 NOTES INDENTURE" means an indenture between the Company
and the Exchange 2006 Notes Trustee, identical in all material respects to the
2006 Notes Indenture (except that paragraph 2 of, and the transfer restrictions
on, the Notes will be eliminated).

         "EXCHANGE 2009 NOTES INDENTURE" means an indenture between the Company
and the Exchange 2009 Notes Trustee, identical in all material respects to the
2009 Notes Indenture (except that paragraph 2 of, and the transfer restrictions
on, the Notes will be eliminated).

         "EXCHANGE 2006 NOTES TRUSTEE" means a bank or trust company reasonably
satisfactory to the Initial Purchasers, as trustee with respect to the Exchange
2006 Notes under the Exchange 2006 Notes Indenture.

         "EXCHANGE 2009 NOTES TRUSTEE" means a bank or trust company reasonably
satisfactory to the Initial Purchasers, as trustee with respect to the Exchange
2009 Notes under the Exchange 2009 Notes Indenture.

         "EXCHANGE DISCOUNT NOTES" means debt securities of the Company
identical in all material respects to the Discount Notes (except that the
Accreted Value of the Exchange Discount Notes will increase from the last day on
which the increase in the Accreted Value of the Discount Notes was compounded
prior to the date of original issuance of the Exchange Discount Notes, and
paragraph 2 of, and the transfer restrictions on, the Discount Notes will be
eliminated), to be issued under the Discount Notes Indenture or the Exchange
Notes Indenture.

         "EXCHANGE DISCOUNT NOTES INDENTURE" means an indenture between the
Company and the Exchange Discount Notes Trustee, identical in all material
respects to the Discount Notes Indenture (except that the Accreted Value of the
Exchange Notes will increase from the last day on which the increase in the
Accreted Value of the Notes was compounded prior to the date of original
issuance of the Exchange Notes, and paragraph 2 of, and the transfer
restrictions on, the Notes will be eliminated).

         "EXCHANGE DISCOUNT NOTES TRUSTEE" means a bank or trust company
reasonably satisfactory to the Initial Purchasers, as trustee with respect to
the Exchange Discount Notes under the Exchange Discount Notes Indenture.

         "EXCHANGE NOTES" means the Exchange 2006 Notes, the Exchange 2009 Notes
and the Exchange Discount Notes.


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<PAGE>   5



         "EXCHANGE NOTES INDENTURES" means the Exchange 2006 Notes Indenture,
Exchange 2009 Notes Indenture and Exchange Discount Notes Indenture.

         "EXCHANGE NOTES TRUSTEES" means the Exchange 2006 Notes Trustee, the
Exchange 2009 Notes Trustee and the Exchange Discount Notes Trustee.

         "EXCHANGE OFFER REGISTRATION PERIOD" means a period expiring upon the
earliest to occur of (i) the one year period following the Consummation of the
Registered Exchange Offer, (ii) the date on which, in the opinion of counsel to
the Company, all of the Transfer Restricted Securities then held by the Holders
may be sold by such Holders in the public United States securities markets in
the absence of a registration statement covering such sales and (iii) the date
on which there ceases to be outstanding any Transfer Restricted Securities.

         "EXCHANGE OFFER REGISTRATION STATEMENT" means a registration statement
of the Company on an appropriate form under the Act with respect to the
Registered Exchange Offer, all amendments and supplements to such registration
statement, including post-effective amendments, and in each case, including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

         "EXCHANGING DEALER" means any Holder (which may include the Initial
Purchasers) that is a broker-dealer, electing to exchange Transfer Restricted
Securities, acquired for its own account as a result of market-making activities
or other trading activities, for Exchange Notes.

         "HOLDER" has the meaning set forth in Section 2 hereof.

         "INDENTURES" means the 2006 Notes Indenture, 2009 Notes Indenture and
the Discount Notes Indenture.

         "INITIAL PLACEMENT" has the meaning set forth in the preamble hereto.

         "LOSSES" has the meaning set forth in Section 8(d) hereof.

         "MAJORITY HOLDERS" means the Holders of a majority of the aggregate
principal amount at maturity of securities registered under a Registration
Statement.

         "MANAGING UNDERWRITERS" means the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering.

         "NOTES" has the meaning set forth in the preamble hereto.

         "PROSPECTUS" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of Transfer Restricted Securities or the Exchange Notes,
covered by such Registration Statement, and all amendments and supplements to
the Prospectus, including post-effective amendments.


                                       4

<PAGE>   6



         "REGISTERED EXCHANGE OFFER" means the proposed offer to the Holders to
issue and deliver to such Holders, in exchange for Notes, a like principal
amount at maturity of the Exchange Notes.

         "REGISTRATION STATEMENT" means any Exchange Offer Registration
Statement or any Shelf Registration Statement, which is filed pursuant to the
provisions hereof, and in each case, including the Prospectus contained therein,
all amendments and supplements thereto, including post-effective amendments, and
all exhibits and material incorporated by reference therein.

         "SHELF REGISTRATION" means a registration effected pursuant to Section
4 hereof.

         "SHELF REGISTRATION PERIOD" has the meaning set forth in Section 4(b)
hereof.

         "SHELF REGISTRATION STATEMENT" means a "shelf" registration statement
of the Company pursuant to the provisions of Section 4 hereof that covers some
or all of the Transfer Restricted Securities as applicable, on an appropriate
form under Rule 415 under the Act, or any similar rule that may be adopted by
the Commission, amendments and supplements to such registration statement,
including post-effective amendments, and in each case, including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.

         "SUPPLEMENT DELAY PERIOD" means any period commencing on the date of
receipt by a Holder of Transfer Restricted Securities or Exchange Notes of any
notice from the Company of the existence of any fact or event of the kind
described in Section 5(b)(2) hereof and ending on the date of receipt by such
Holder of an amended or supplemented Registration Statement or Prospectus, as
contemplated by Section 5(j) hereof, or the receipt by such Holder of written
notice from the Company (the "ADVICE") that the use of the Prospectus may be
resumed, and the receipt of copies of any additional or supplemental filings
that are incorporated by reference in the Prospectus.

         "TRANSFER RESTRICTED SECURITIES" means each Note until (i) the date on
which such Note has been exchanged by a person other than a broker-dealer for an
Exchange Note in the Registered Exchange Offer, (ii) following the exchange by
an Exchanging Dealer in the Registered Exchange Offer of a Note for an Exchange
Note, the date on which such Exchange Note is sold to a purchaser who receives
from such broker-dealer on or prior to the date of such sale a copy of the
prospectus contained in the Exchange Offer Registration Statement, (iii) the
date on which such Note has been effectively registered under the Act and
disposed of in accordance with the Shelf Registration Statement (iv) the date on
which such Note is distributed to the public pursuant to Rule 144 under the Act
(or any similar provision then in effect) or is saleable pursuant to Rule 144(k)
under the Act or (v) the date upon which such Note ceases to be outstanding.

         "TRUSTEES" means the 2006 Notes Trustee, the 2009 Notes Trustee and the
Discount Notes Trustee.

         "UNDERWRITER" means any underwriter of Notes in connection with an
offering thereof under a Shelf Registration Statement.

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<PAGE>   7


2.       HOLDERS

         A person is deemed to be a holder of Transfer Restricted Securities
(each, a "HOLDER") whenever such person becomes the registered holder of such
Notes under the Indentures and includes broker-dealers that hold Transfer
Restricted Securities (i) as a result of market making activities and other
trading activities and (ii) which were acquired directly from the Company or an
Affiliate.

3.       REGISTERED EXCHANGE OFFER

                  (a) The Company shall prepare and, on or prior to 180 days
                  following the Closing Date, shall file with the Commission the
                  Exchange Offer Registration Statement with respect to the
                  Registered Exchange Offer. The Company shall use its best
                  efforts to cause the Exchange Offer Registration Statement to
                  become effective under the Act on or prior to 270 days after
                  the Closing Date. The Company shall use its best efforts to
                  Consummate the Registered Exchange Offer on or prior to 310
                  days after the Closing Date.

                  (b) Upon the effectiveness of the Exchange Offer Registration
                  Statement, the Company shall promptly commence the Registered
                  Exchange Offer, it being the objective of such Registered
                  Exchange Offer to enable each Holder electing to exchange
                  Transfer Restricted Securities for Exchange Notes (assuming
                  that such Holder is not an Affiliate of the Company within the
                  meaning of the Act, acquires the Exchange Notes in the
                  ordinary course of such Holder's business and has no
                  arrangements with any person to participate in the
                  distribution of the Exchange Notes) to trade such Exchange
                  Notes from and after their receipt without any limitations or
                  restrictions under the Act and without material restrictions
                  under the securities laws of a substantial proportion of the
                  several states of the United States.

                  (c) In connection with the Registered Exchange Offer, the
                  Company shall:

                                    (i) mail to each Holder a copy of the
                                    Prospectus forming part of the Exchange
                                    Offer Registration Statement, together with
                                    an appropriate letter of transmittal and
                                    related documents;

                                    (ii) keep the Registered Exchange Offer open
                                    for not less than 30 days and not more than
                                    45 days after the date notice thereof is
                                    mailed to the Holders (or longer if required
                                    by applicable law);

                                    (iii) utilize the services of one or more
                                    depositaries or exchange agents (which, in
                                    either case, may be any Trustee) for the
                                    Registered Exchange Offer with an address
                                    (A) in the Borough of Manhattan, The City of
                                    New York and (B) if the Notes are then
                                    listed on the Luxembourg Stock Exchange and
                                    the rules of the Luxembourg Stock Exchange
                                    so require, Luxembourg; and

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<PAGE>   8


                                    (iv) comply in all material respects with
                                    all applicable laws.

                  (d) As soon as practicable after the close of the Registered
                  Exchange Offer, the Company shall:

                                    (i) accept for exchange all Transfer
                                    Restricted  Securities  tendered and not
                                    validly withdrawn pursuant to the Registered
                                    Exchange Offer;

                                    (ii) deliver to the appropriate Trustee for
                                    cancellation all Transfer Restricted
                                    Securities so accepted for exchange; and

                                    (iii) cause the appropriate Trustee or the
                                    appropriate Exchange Notes Trustee, as the
                                    case may be, promptly to authenticate and
                                    deliver to each Holder of Transfer
                                    Restricted Securities, Exchange Notes of a
                                    like principal amount at maturity to the
                                    Transfer Restricted Securities of such
                                    Holder so accepted for exchange.

                  (e) The Initial Purchasers and the Company acknowledge that,
                  pursuant to interpretations by the Commission's staff of
                  Section 5 of the Act, and in the absence of an applicable
                  exemption therefrom, each Exchanging Dealer is required to
                  deliver a Prospectus in connection with a sale of any Exchange
                  Notes received by such Exchanging Dealer pursuant to the
                  Registered Exchange Offer in exchange for Transfer Restricted
                  Securities acquired for its own account as a result of
                  market-making activities or other trading activities.
                  Accordingly, the Company shall, subject to comment by the
                  Commission staff:

                                    (i) include the information set forth in (A)
                                    Annex A hereto on the cover of the Exchange
                                    Offer Registration Statement, (B) Annex B
                                    hereto in the forepart of the Exchange Offer
                                    Registration Statement in a section setting
                                    forth details of the Registered Exchange
                                    Offer, (C) Annex C hereto in the "Plan of
                                    Distribution" section of the Prospectus
                                    contained in the Exchange Offer Registration
                                    Statement and (D) Annex D hereto in the
                                    Letter of Transmittal delivered pursuant to
                                    the Registered Exchange Offer and

                                    (ii) use its best efforts to keep the
                                    Exchange Offer Registration Statement
                                    continuously effective (subject to the
                                    existence of a Supplement Delay Period)
                                    under the Act during the Exchange Offer
                                    Registration Period for delivery by
                                    Exchanging Dealers in connection with sales
                                    of Exchange Notes received pursuant to the
                                    Registered Exchange Offer, as contemplated
                                    by Section 5(g) below.

                  (f) In the event that any Initial Purchaser determines that it
                  is not eligible to participate in the Registered Exchange
                  Offer with respect to the exchange of

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                  Transfer Restricted Securities constituting any portion of an
                  unsold allotment of Notes, at the written request of such
                  Initial Purchaser, the Company shall issue and deliver to such
                  Initial Purchaser or the party purchasing Transfer Restricted
                  Securities registered under a Shelf Registration Statement as
                  contemplated by Section 4 hereof from such Initial Purchaser,
                  in exchange for such Transfer Restricted Securities, a like
                  principal amount at maturity of Exchange Notes. Exchange Notes
                  issued in exchange for Transfer Restricted Securities
                  constituting any portion of an unsold allotment of Notes that
                  are not registered under a Shelf Registration Statement as
                  contemplated by Section 4 hereof shall bear a legend as to
                  restrictions on transfer. The Company shall seek to cause the
                  CUSIP Service Bureau to issue the same CUSIP/ISIN/Common Code
                  number for such Exchange Notes as for Exchange Notes issued
                  pursuant to the Registered Exchange Offer.

4.       SHELF REGISTRATION


         If, (i) the Company is not required to file the Exchange Offer
Registration Statement nor permitted to Consummate the Registered Exchange Offer
because the Registered Exchange Offer is not permitted by applicable law or
Commission policy or (ii) any Holder of Transfer Restricted Securities notifies
the Company in writing within 10 business days of the filing and effectiveness
under the Act of the Exchange Offer Registration Statement that (A) it is
prohibited by law or Commission policy from participating in the Registered
Exchange Offer, (B) it may not resell the Exchange Notes acquired by it in the
Registered Exchange Offer to the public without delivering a prospectus, and the
prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales or (C) it is a broker-dealer and owns
Notes acquired directly from the Company or an Affiliate (it being understood
that, for purposes of this Section 4, (x) the requirement that an Initial
Purchaser deliver a Prospectus containing the information required by Items 507
and/or 508 of Regulation S-K under the Act in connection with sales of Exchange
Notes acquired in exchange for such Notes shall result in such Exchange Notes
being not "freely tradeable" but (y) the requirement that an Exchanging Dealer
deliver a Prospectus in connection with sales of Exchange Notes acquired in the
Registered Exchange Offer in exchange for Notes acquired as a result of
market-making activities or other trading activities shall not result in such
Exchange Notes being not "freely tradeable"), the following provisions shall
apply:

                  (a) The Company shall as promptly as practicable, file with
                  the Commission and thereafter shall use its best efforts to
                  cause to be declared effective under the Act on or prior to
                  310 days after the date of original issuance of the Notes, a
                  Shelf Registration Statement relating to the offer and sale of
                  the Transfer Restricted Securities by the Holders from time to
                  time in accordance with the methods of distribution elected by
                  such Holders and set forth in such Shelf Registration
                  Statement; provided, however, that with respect to Exchange
                  Notes received by an Initial Purchaser in exchange for
                  Transfer Restricted Securities constituting any portion of an
                  unsold allotment of Notes, the Company may, if permitted by
                  current interpretations by the Commission's staff, file a
                  post-effective amendment to the Exchange Offer Registration
                  Statement containing the information required by Regulation
                  S-K Items 507 and/or 508, as applicable, in satisfaction of
                  its

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<PAGE>   10


                  obligations under this paragraph (a) with respect thereto, and
                  any such Exchange Offer Registration Statement, as so amended,
                  shall be referred to herein as, and governed by the provisions
                  herein applicable to, a Shelf Registration Statement.

                  (b) The Company shall use its best efforts to keep the Shelf
                  Registration Statement continuously effective in order to
                  permit the Prospectus forming part thereof to be usable by
                  Holders for a period of two years from the date the Shelf
                  Registration statement is declared effective by the Commission
                  (or until one year after such effective date if such Shelf
                  Registration Statement is filed at the request of an Initial
                  Purchaser) or such shorter period that will terminate when (i)
                  all the Transfer Restricted Securities covered by the Shelf
                  Registration Statement have been sold pursuant to the Shelf
                  Registration Statement, (ii) the date on which, in the opinion
                  of counsel to the Company, all of the Transfer Restricted
                  Securities then held by the Holders may be sold by such
                  Holders in the public United States securities markets in the
                  absence of a registration statement covering such sales or
                  (iii) the date on which there ceases to be outstanding any
                  Transfer Restricted Securities (in any such case, such period
                  being called the "SHELF REGISTRATION PERIOD"). The Company
                  shall be deemed not to have used its best efforts to keep the
                  Shelf Registration Statement effective during the requisite
                  period if it voluntarily takes any action that would result in
                  Holders of Transfer Restricted Securities covered thereby not
                  being able to offer and sell such securities during that
                  period, unless (i) such action is required by applicable law,
                  (ii) such action is taken by the Company in good faith and for
                  valid business reasons (not including avoidance of the
                  Company's obligations hereunder), including the acquisition or
                  divestiture of assets, so long as the Company promptly
                  thereafter complies with the requirements of Section 5(j)
                  hereof, if applicable or (iii) such action is taken because of
                  any fact or circumstance giving rise to a Supplement Delay
                  Period.

5.       REGISTRATION PROCEDURES


         In connection with any Shelf Registration Statement and, to the extent
applicable, any Exchange Offer Registration Statement, the following provisions
shall apply:

                  (a) The Company shall ensure that (i) any Registration
                  Statement and any amendment thereto and any Prospectus forming
                  part thereof and any amendment or supplement thereto complies
                  in all material respects with the Act and the rules and
                  regulations thereunder, (ii) any Registration Statement and
                  any amendment thereto does not, when it becomes effective,
                  contain an untrue statement of a material fact or omit to
                  state a material fact required to be stated therein or
                  necessary to make the statements therein not misleading and
                  (iii) any Prospectus forming part of any Registration
                  Statement, and any amendment or supplement to such Prospectus,
                  does not include an untrue statement of a material fact or
                  omit to state a material fact necessary in order to make the
                  statements, in the light of the circumstances under which they
                  were made, not misleading.

                  (b) (1) The Company shall advise the Initial Purchasers and,
                  in the case of a Shelf Registration Statement, the Holders of
                  Transfer Restricted Securities

                                       9

<PAGE>   11


                  covered thereby, and, if requested by the Initial Purchasers
                  or any such Holder, confirm such advice in writing when a
                  Registration Statement and any amendment thereto has been
                  filed with the Commission and when the Registration Statement
                  or any post-effective amendment thereto has become effective.


                           (2) The Company shall advise the Initial Purchasers
                  and, in the case of a Shelf Registration Statement, the
                  Holders of Transfer Restricted Securities covered thereby,
                  and, in the case of an Exchange Offer Registration Statement,
                  any Exchanging Dealer which has provided in writing to the
                  Company a telephone or facsimile number and address for
                  notices, and, if requested by the Initial Purchasers or any
                  such Holder or Exchanging Dealer, confirm such advice in
                  writing:

                                    (i) of any request by the Commission for
                                    amendments or supplements to the
                                    Registration  Statement or the Prospectus
                                    included  therein or for additional
                                    information;

                                    (ii) of the initiation by the Commission of
                                    proceedings relating to a stop order
                                    suspending the effectiveness of the
                                    Registration Statement;

                                    (iii) of the issuance by the Commission of
                                    any stop order suspending the effectiveness
                                    of the Registration Statement;

                                    (iv) of the receipt by the Company of any
                                    notification with respect to the suspension
                                    of the qualification of the securities
                                    included therein for sale in any
                                    jurisdiction or the initiation or
                                    threatening of any proceeding for such
                                    purpose; and

                                    (v) of the existence of any fact and the
                                    happening of any event (including, without
                                    limitation, pending negotiations relating
                                    to, or the consummation of, a transaction or
                                    the occurrence of any event which would
                                    require additional disclosure of material
                                    non-public information by the Company in the
                                    Shelf Registration Statement as to which the
                                    Company has a bona fide business purpose for
                                    preserving confidential or which renders the
                                    Company unable to comply with Commission
                                    requirements) that, in the opinion of the
                                    Company, makes untrue any statement of a
                                    material fact made in its Shelf Registration
                                    Statement, the Prospectus or any amendment
                                    or supplement thereto or any document
                                    incorporated by reference therein or
                                    requires the making of any changes in the
                                    Registration Statement or the Prospectus so
                                    that, as of such date, the statements
                                    therein are not misleading and do not omit
                                    to state a material fact required to be
                                    stated therein or necessary to make the
                                    statements therein (in the case of the
                                    Prospectus, in light of the circumstances
                                    under which they were made) not misleading.


                                       10

<PAGE>   12



         Such advice may be accompanied by an instruction to suspend the use of
the Prospectus until the requisite changes have been made.

                  (c) The Company shall use its best efforts to obtain the
                  withdrawal of any order suspending the effectiveness of any
                  Registration Statement at the earliest possible time.

                  (d) The Company shall use its best efforts to furnish to each
                  selling Holder included within the coverage of any Shelf
                  Registration Statement who so requests in writing and who has
                  provided to the Company an address for notices, without
                  charge, at least one conformed copy of such Shelf Registration
                  Statement and any post-effective amendment thereto, including
                  financial statements and, if the Holder so requests in
                  writing, all exhibits and schedules (including those
                  incorporated by reference).

                  (e) The Company shall, during the Shelf Registration Period,
                  deliver to each Holder of Transfer Restricted Securities
                  covered by any Shelf Registration Statement and who has
                  provided to the Company an address for notices, without
                  charge, as many copies of the Prospectus (including each
                  preliminary Prospectus) contained in such Shelf Registration
                  Statement and any amendment or supplement thereto as such
                  Holder may reasonably request; subject to any notice by the
                  Company in accordance with Section 6(b) hereof, the Company
                  consents to the use of the Prospectus or any amendment or
                  supplement thereto by each of the selling Holders for the
                  purposes of offering and resale of the Transfer Restricted
                  Securities covered by the Prospectus in accordance with the
                  applicable regulations promulgated under the Act.

                  (f) The Company shall furnish to each Exchanging Dealer, which
                  so requests in writing, without charge, at least one copy of
                  the Exchange Offer Registration Statement and any
                  post-effective amendment thereto, including financial
                  statements, and, if the Exchanging Dealer so requests in
                  writing, any documents incorporated by reference therein and
                  all exhibits and schedules (including those incorporated by
                  reference).

                  (g) The Company shall, during the Exchange Offer Registration
                  Period, promptly deliver to each Exchanging Dealer, without
                  charge, as many copies of the Prospectus included in such
                  Exchange Offer Registration Statement and any amendment or
                  supplement thereto as such Exchanging Dealer may reasonably
                  request for delivery by such Exchanging Dealer in connection
                  with a sale of Exchange Notes received by it pursuant to the
                  Registered Exchange Offer; the Company consents to the use of
                  the Prospectus or any amendment or supplement thereto by any
                  such Exchanging Dealer for the purposes contemplated by the
                  Act or the applicable regulations promulgated under the Act.

                  (h) Prior to the Registered Exchange Offer or any offering of
                  Transfer Restricted Securities pursuant to any Registration
                  Statement, the Company shall register or qualify or cooperate
                  with the Holders of Transfer Restricted Securities

                                       11

<PAGE>   13


                  named therein and their respective counsel in connection with
                  the registration or qualification of such Transfer Restricted
                  Securities for offer and sale under the securities or blue sky
                  laws of such jurisdictions of the United States as any such
                  Holders reasonably request in writing not later than the date
                  that is five business days prior to the date upon which this
                  Agreement specifies that the Registration Statement shall
                  become effective; provided, however, that the Company will not
                  be required to qualify generally to do business in any
                  jurisdiction where it is not then so qualified or to take any
                  action which would subject it to general service of process or
                  to taxation in any such jurisdiction where it is not then so
                  subject.

                  (i) The Company shall endeavor to cooperate with the Holders
                  of Transfer Restricted Securities to facilitate the timely
                  preparation and delivery of certificates representing Transfer
                  Restricted Securities to be sold pursuant to any Registration
                  Statement free of any restrictive legends and in such
                  denominations and registered in such names as Holders may
                  request in writing at least two business days prior to sales
                  of securities pursuant to such Registration Statement.

                  (j) Upon the occurrence of any event contemplated by paragraph
                  (b)(2)(v) hereof, the Company shall promptly prepare a
                  post-effective amendment to any Registration Statement or an
                  amendment or supplement to the related Prospectus or file any
                  other required document so that as thereafter delivered to
                  purchasers of the Transfer Restricted Securities covered
                  thereby, the Prospectus will not include an untrue statement
                  of a material fact or omit to state any material fact
                  necessary to make the statements therein, in the light of the
                  circumstances under which they were made, not misleading;
                  provided that in the event of a material business transaction
                  (including, without limitation, pending negotiations relating
                  to such a transaction) which would, in the opinion of counsel
                  to the Company, require disclosure by the Company in the Shelf
                  Registration Statement of material non-public information for
                  which the Company has a bona fide business purpose for not
                  disclosing, then for so long as such circumstances exist, the
                  Company shall not be required to prepare and file a supplement
                  or post-effective amendment hereunder.

                  (k) Not later than the effective date of any such Registration
                  Statement hereunder, the Company shall cause to be provided a
                  CUSIP/ISIN number for the Notes or Exchange Notes, as the case
                  may be, registered under such Registration Statement, and
                  provide the applicable trustee with printed certificates for
                  such Notes or Exchange Notes, in a form eligible for deposit
                  with Euroclear.

                  (l) The Company shall use its best efforts to comply with all
                  applicable rules and regulations of the Commission and shall
                  make generally available to its security holders in a regular
                  filing on Form 10-Q or 10-K an earnings statement satisfying
                  the provisions of Rule 158 (which need not be audited) for the
                  twelve-month period commencing after effectiveness of the
                  Shelf Registration Statement.

                                       12

<PAGE>   14


                  (m) The Company shall cause the Indentures or the Exchange
                  Notes Indentures, as the case may be, to be qualified under
                  the Trust Indenture Act in a timely manner.

                  (n) The Company may require each Holder of Transfer Restricted
                  Securities, which are to be sold pursuant to any Shelf
                  Registration Statement, to furnish to the Company within 20
                  business days after written request for such information has
                  been made by the Company, such information regarding the
                  Holder and the distribution of such securities as the Company
                  may from time to time reasonably require for inclusion in such
                  Registration Statement and such other information as may be
                  necessary or advisable in the reasonable opinion of the
                  Company and its counsel, in connection with such Shelf
                  Registration Statement. No Holder of Transfer Restricted
                  Securities shall be entitled to use the Prospectus unless and
                  until such Holder shall have furnished the information
                  required by this Section 5(n) and all such information
                  required to be disclosed in order to make the information
                  previously furnished to the Company by such Holder not
                  materially misleading.

                  (o) The Company shall, if requested, promptly incorporate in a
                  Prospectus supplement or post-effective amendment to a Shelf
                  Registration Statement, such information as the Managing
                  Underwriters and Majority Holders reasonably agree should be
                  included therein and shall make all required filings of such
                  Prospectus supplement or post-effective amendment as soon as
                  notified of the matters to be incorporated in such Prospectus
                  supplement or post-effective amendment; provided, however,
                  that the Company shall not be required to take any action
                  pursuant to this Section 5(o) that would, in the opinion of
                  counsel for the Company, violate applicable law or to include
                  information the disclosure of which at the time would have an
                  adverse effect on the business or operations of the Company
                  and/or its subsidiaries, as determined in good faith by the
                  Company.

                  (p) In the case of any Shelf Registration Statement, the
                  Company shall enter into such agreements (including
                  underwriting agreements) and take all other reasonably
                  appropriate actions in order to expedite or facilitate the
                  registration or the disposition of the Transfer Restricted
                  Securities, and in connection therewith, if an underwriting
                  agreement is entered into, cause the same to contain
                  indemnification provisions and procedures no less favorable
                  than those set forth in Section 8 (or such other provisions
                  and procedures acceptable to the Majority Holders and the
                  Managing Underwriters, if any), with respect to all parties to
                  be indemnified pursuant to Section 8 from Holders of Notes to
                  the Company.

                  (q) In the case of any Shelf Registration Statement, the
                  Company shall:

                                    (i) make reasonably available for inspection
                                    by representatives of the Holders of
                                    Transfer Restricted Securities to be
                                    registered thereunder, the Managing
                                    Underwriter participating in any disposition
                                    pursuant to such Registration Statement, and
                                    any attorney, accountant or other agent
                                    retained by the Holders or any

                                       13

<PAGE>   15


                                    such Managing Underwriter, at the office
                                    where normally kept during normal business
                                    hours, all financial and other records,
                                    pertinent corporate documents and properties
                                    of the Company and its subsidiaries, and
                                    cause the Company's officers, directors and
                                    employees to supply all relevant information
                                    reasonably requested by the Holders or any
                                    Managing Underwriter, attorney, accountant
                                    or other agent in connection with any such
                                    Registration Statement as is customary for
                                    similar due diligence examinations;
                                    provided, however, that the foregoing
                                    inspection and information gathering shall
                                    be coordinated by the Managing Underwriters,
                                    if any, or by one counsel designated by the
                                    Holders and that such persons shall first
                                    agree in writing with the Company that any
                                    information that is designated in writing by
                                    the Company, in good faith, as confidential
                                    at the time of delivery of such information
                                    shall be kept confidential by such person,
                                    unless such disclosure is made in connection
                                    with a court proceeding or required by law,
                                    or such information becomes available to the
                                    public generally or through a third party
                                    without an accompanying obligation of
                                    confidentiality;

                                    (ii) make such representations and
                                    warranties to the Holders of Transfer
                                    Restricted Securities registered thereunder
                                    and the underwriters, if any, in form,
                                    substance and scope as are customarily made
                                    by issuers to underwriters in underwritten
                                    offerings and covering matters including,
                                    but not limited to, those set forth in the
                                    Purchase Agreement;

                                    (iii) obtain opinions of counsel to the
                                    Company and updates thereof (which counsel
                                    and opinions (in form, scope and substance)
                                    shall be reasonably satisfactory to the
                                    Managing Underwriters, if any), addressed to
                                    each selling Holder and the underwriters, if
                                    any, covering such matters as are
                                    customarily covered in opinions requested in
                                    underwritten offerings and such other
                                    matters as may be reasonably requested by
                                    such Holders and underwriters;

                                    (iv) obtain "cold comfort" letters (or, in
                                    the case of any person that does not satisfy
                                    the conditions for receipt of a "cold
                                    comfort" letter specified in Statement on
                                    Auditing Standards No. 72, an "agreed-upon
                                    procedures letter") and updates thereof from
                                    the independent certified public accountants
                                    of the Company (and, if necessary, any other
                                    independent certified public accountants of
                                    any subsidiary of the Company or of any
                                    business acquired by the Company for which
                                    financial statements and financial data are,
                                    or are required to be, included in the
                                    Registration Statement), addressed where
                                    reasonably practicable to each selling
                                    Holder of Transfer Restricted Securities
                                    registered thereunder and the

                                       14

<PAGE>   16


                                    underwriters, if any, in customary form and
                                    covering matters of the type customarily
                                    covered in "cold comfort" letters in
                                    connection with primary underwritten
                                    offerings; and

                                    (v) deliver such documents and certificates
                                    as may be reasonably requested by the
                                    Majority Holders and the Managing
                                    Underwriters, if any, including those to
                                    evidence compliance with Section 5(j) and
                                    with any customary conditions contained in
                                    the underwriting agreement or other
                                    agreement entered into by the Company.


                                    The foregoing  actions set forth in clauses
         (ii),  (iii),  (iv) and (v) of this Section 5(q) shall, if reasonably
         requested by the Majority Holder or the Majority Underwriters, be
         performed at (A) the effectiveness of such Registration Statement and
         each post-effective amendment thereto and (B) each closing under any
         underwriting or similar agreement, as to the extent required
         thereunder.

                                    (vi) The Company may offer securities of the
                                    Company other than the Notes or the Exchange
                                    Notes under the Shelf Registration
                                    Statement, except where such offer would
                                    conflict with the terms of the Purchase
                                    Agreement.

6.       HOLDERS' AGREEMENTS


         Each Holder of Transfer Restricted Securities and Exchange Notes, by
the acquisition of such Transfer Restricted Securities or Exchange Notes, as the
case may be, agrees:

                  (a) To furnish the information required to be furnished
                  pursuant to Section 5(n) hereof within the time period set
                  forth therein.

                  (b) That upon receipt of a notice of the commencement of a
                  Supplement Delay Period, it will keep the fact of such notice
                  confidential, forthwith discontinue disposition of its
                  Transfer Restricted Securities or Exchange Notes, as the case
                  may be, pursuant to the Registration Statement, and will not
                  deliver any Prospectus forming a part thereof until receipt of
                  the amended or supplemented Registration Statement or
                  Prospectus, as applicable, as contemplated by Section 5(j)
                  hereof, or until receipt of the Advice. If a Supplement Delay
                  Period should occur, the Exchange Offer Registration Period or
                  the Shelf Registration Period, as applicable, shall be
                  extended by the number of days of which the Supplement Delay
                  Period is comprised; provided that the Shelf Registration
                  Period shall not be extended if the Company has received an
                  opinion of counsel (which counsel, if different from counsel
                  to the Company referred to in Section 6(a) and (b) of the
                  Purchase Agreement, shall be reasonably satisfactory to the
                  Majority Holders of the Transfer Restricted Securities named
                  in the Shelf Registration Period) to the effect that the
                  Transfer Restricted Securities can be freely tradeable without
                  the continued effectiveness of the Shelf Registration
                  Statement.

                                       15

<PAGE>   17


                  (c) If so directed by the Company in a notice of the
                  commencement of a Supplement Delay Period, each Holder of
                  Transfer Restricted Securities or Exchange Notes, as the case
                  may be, will deliver to the Company (at the Company's expense)
                  all copies, other than permanent file copies then in such
                  Holder's possession, of the Prospectus covering the Transfer
                  Restricted Securities or Exchange Notes, as the case may be.

                  (d) Sales of such Transfer Restricted Securities pursuant to a
                  Registration Statement shall only be made in the manner set
                  forth in such currently effective Registration Statement.

7.       REGISTRATION EXPENSES


          The Company shall bear all expenses incurred in connection with the
performance of its obligations under Sections 3, 4 and 5 hereof and, in the
event of any Shelf Registration Statement, will reimburse the Holders for the
reasonable fees and disbursements of one firm or counsel designated by the
Majority Holders to act as counsel for the Holders in connection therewith, and,
in the case of any Exchange Offer Registration Statement, will reimburse the
Initial Purchasers for the reasonable fees and disbursements of counsel acting
in connection therewith. Notwithstanding the foregoing or anything in this
Agreement to the contrary, each Holder shall pay all underwriting discounts and
commission of any underwriters with respect to any Transfer Restricted
Securities sold by it.

8.       INDEMNIFICATION AND CONTRIBUTION


                  (a) In connection with Registration Statement, the Company
                  agrees to indemnify and hold harmless each Holder of Transfer
                  Restricted Securities covered thereby (including each Initial
                  Purchaser and, with respect to any Prospectus delivery as
                  contemplated in Section 5(g) hereof, each Exchanging Dealer),
                  the directors, officers, employees, partners, representatives
                  and agents of each such Holder and each person who controls
                  any such Holder within the meaning of either Section 15 of the
                  Act or Section 20 of the Exchange Act against any and all
                  losses, claims, damages or liabilities, joint or several, to
                  which they or any of them may become subject under the Act,
                  the Exchange Act or other Federal or state statutory law or
                  regulation, at common law or otherwise, insofar as such
                  losses, claims, damages or liabilities (or actions in respect
                  thereof) arise out of, or are based upon, any untrue statement
                  or alleged untrue statement of a material fact contained in
                  the Registration Statement as originally filed or in any
                  amendment thereof, or in any preliminary Prospectus or
                  Prospectus, or in any amendment thereof or supplement thereto,
                  or arise out of, or are based upon, the omission or alleged
                  omission to state therein a material fact required to be
                  stated therein or necessary to make the statements therein not
                  misleading, and to reimburse each such indemnified party, as
                  incurred, for any legal or other expenses reasonably incurred
                  by them in connection with investigating or defending any such
                  loss, claim, damage, liability or action; provided, however,
                  that (i) the Company will not be liable in any case to the
                  extent that any such loss, claim, damage or liability arises
                  out of, or is based upon, any such untrue statement or alleged
                  untrue

                                       16

<PAGE>   18


                  statement or omission or alleged omission made therein in
                  reliance upon and in conformity with written information
                  furnished to the Company by or on behalf of any such Holder or
                  by the Managing Underwriters specifically for inclusion
                  therein and (ii) the Company will not be liable to any
                  indemnified party under this indemnity agreement with respect
                  to the Registration Statement or Prospectus to the extent that
                  any such loss, claim, damage or liability of such indemnified
                  party results solely from an untrue statement of a material
                  fact contained in, or the omission of a material fact from,
                  the Registration Statement or Prospectus, which untrue
                  statement or omission was corrected in an amended or
                  supplemented Registration Statement or Prospectus, if the
                  person alleging such loss, claim, damage or liability was not
                  sent or given, at or prior to the written confirmation of such
                  sale, a copy of the amended or supplemented Registration
                  Statement or Prospectus if the Company had previously
                  furnished copies thereof to such indemnified party and if
                  delivery of a prospectus is required by the Act and was not so
                  made. This indemnity agreement will be in addition to any
                  liability which the Company may otherwise have.


                  The Company also agrees to indemnify or contribute to Losses
of, as provided in Section 8(d), any underwriters of Notes registered under a
Shelf Registration Statement, their officers and directors and each person who
controls such underwriters on substantially the same basis as that of the
indemnification of the Initial Purchasers and the selling Holders provided in
this Section 8(a) and shall, if requested by any Holder, enter into an
underwriting agreement reflecting such agreement, as provided in Section 5(p)
hereof.

                  (b) Each Holder of Transfer Restricted Securities or Exchange
                  Notes covered by a Registration Statement (including each
                  Initial Purchaser and, with respect to any Prospectus delivery
                  as contemplated in Section 5(g) hereof, each Exchanging
                  Dealer) severally agrees to indemnify and hold harmless (i)
                  the Company, (ii) each of its directors, (iii) each of its
                  officers who signs such Registration Statement and (iv) each
                  person who controls the Company within the meaning of either
                  the Act or the Exchange Act to the same extent as the
                  foregoing indemnity from the Company to each such Holder, but
                  only with reference to written information relating to such
                  Holder furnished to the Company by or on behalf of such Holder
                  specifically for inclusion in the documents referred to in the
                  foregoing indemnity. This indemnity agreement will be in
                  addition to any liability which any such Holder may otherwise
                  have. In no event shall any Holder, its directors, officers or
                  any person who controls such Holder be liable or responsible
                  for any amount in excess of the amount by which the total
                  amount received by such Holder with respect to its sale of
                  Transfer Restricted Securities pursuant to a Registration
                  Statement exceeds (i) the amount paid by such Holder for such
                  Transfer Restricted Securities and (ii) the amount of any
                  damages that such Holder, its directors, officers or any
                  person who controls such Holder has otherwise been required to
                  pay by reason of such untrue or alleged untrue statement or
                  omission or alleged omission.

                                       17

<PAGE>   19


                  (c) Promptly after receipt by an indemnified party under this
                  Section 8 or notice of the commencement of any action, the
                  indemnified party will, if a claim in respect thereof is to be
                  made against the indemnifying party under this Section 8,
                  notify the indemnifying party in writing of the commencement
                  thereof; but the failure to so notify the indemnifying party
                  (i) will not relieve it from liability under paragraph (a) or
                  (b) above unless and to the extent it did not otherwise learn
                  of such action and such failure results in the forfeiture by
                  the indemnifying party of substantial rights and defenses and
                  (ii) will not, in any event, relieve the indemnifying party
                  from any obligations to any indemnified party other than the
                  indemnification obligation provided in paragraph (a) or (b)
                  above. The indemnifying party shall be entitled to appoint
                  counsel of the indemnifying party's choice at the indemnifying
                  party's expense to represent the indemnified party in any
                  action for which indemnification is sought (in which case the
                  indemnifying party shall not thereafter be responsible for the
                  fees and expenses of any separate counsel retained by the
                  indemnified party or parties except as set forth below);
                  provided, however, that such counsel shall be reasonably
                  satisfactory to the indemnified party. Notwithstanding the
                  indemnifying party's election to appoint counsel to represent
                  the indemnified party in an action, the indemnified party
                  shall have the right to employ separate counsel (including
                  local counsel), and the indemnifying party shall bear the
                  reasonable fees, costs and expenses of such separate counsel
                  (and local counsel) if (i) the use of counsel chosen by the
                  indemnifying party to represent the indemnified party would
                  present such counsel with a conflict of interest, (ii) the
                  actual or potential defendants in, or targets of, any such
                  action include both the indemnified party and the indemnifying
                  party, and the indemnified party reasonably concluded that
                  there may be legal defenses available to it and/or other
                  indemnified parties that are different from or additional to
                  those available to the indemnifying party, (iii) the
                  indemnifying party did not employ counsel satisfactory to the
                  indemnified party to represent the indemnified party within a
                  reasonable time after notice of the institution of such action
                  or (iv) the indemnifying party authorized the indemnified
                  party to employ separate counsel at the expense of the
                  indemnifying party. An indemnifying party shall not, without
                  the prior written consent of the indemnified parties, settle
                  or compromise or consent to the entry of any judgment with
                  respect to any pending or threatened claim, action, suit or
                  proceeding for which indemnification or contribution may be
                  sought hereunder (whether or not the indemnified parties are
                  actual or potential parties to such claim or action), unless
                  such settlement, compromise or consent includes an
                  unconditional release of each indemnified party from all
                  liability arising out of such claim, action, suit or
                  proceeding and does not include a statement as to or an
                  admission of fault, culpability or a failure to act, by or on
                  behalf of the indemnified party.

                  (d) In the event that the indemnity provided in paragraph (a)
                  or (b) of this Section 8 is unavailable or insufficient to
                  hold harmless an indemnified party for any reason, then each
                  applicable indemnifying party, in lieu of indemnifying such
                  indemnified party, shall have a joint and several obligation
                  to contribute to the aggregate losses, claims, damages and
                  liabilities (including legal or other

                                       18

<PAGE>   20


                  expenses reasonably incurred in connection with investigating
                  or defending same) (collectively "LOSSES") to which such
                  indemnified party may be subject in such proportion as is
                  appropriate to reflect the relative benefits received by such
                  indemnifying party, on the one hand, and such indemnified
                  party, on the other hand, from the Initial Placement and the
                  Registration Statement that resulted in such Losses; provided,
                  however, that in no case shall any Initial Purchaser or any
                  subsequent Holder of any Note or Exchange Note be responsible,
                  in the aggregate, for any amount in excess of the purchase
                  discount on the initial offering price of such Notes or
                  commission applicable to such Note, or in the case of an
                  Exchange Note, applicable to the Note which was exchangeable
                  into such Exchange Note (which shall be 2N% per 2006 Note, 2N%
                  per 2009 Note and 2O% per Discount Note), nor shall any
                  underwriter be responsible for any amount in excess of the
                  underwriting discount or commission applicable to the
                  securities purchased by such underwriter under the
                  Registration Statement that resulted in such Losses. If the
                  allocation provided by the immediately preceding sentence is
                  unavailable for any reason, the indemnifying party and the
                  indemnified party shall contribute in such proportion as is
                  appropriate to reflect not only such relative benefits, but
                  also the relative fault of such indemnifying party, on the one
                  hand, and such indemnified party, on the other hand, in
                  connection with the statements or omissions which resulted in
                  such Losses, as well as any other relevant equitable
                  considerations. Benefits received by the Company shall be
                  deemed to be equal to the sum of (x) the total net proceeds
                  from the Initial Placement (before deducting expenses) (which
                  shall be euro701,187,820.13 and (y) the total amount of
                  additional interest that the Company was not required to pay
                  as a result of registering the securities covered by the
                  Registration Statement that resulted in such Losses. Benefits
                  received by the Initial Purchasers shall be deemed to be equal
                  to the total purchase discounts and commissions in connection
                  with the Initial Placement, and benefits received by any other
                  Holders shall be deemed to be equal to the value of receiving
                  Notes or Exchange Notes, as applicable, registered under the
                  Act. Benefits received by any underwriter shall be deemed to
                  be equal to the total underwriting discounts and commissions,
                  as set forth on the cover page of the Prospectus forming a
                  part of the Registration Statement that resulted in such
                  Losses. Relative fault shall be determined by reference to
                  whether any alleged untrue statement or omission relates to
                  information provided by the indemnifying party, on the one
                  hand, or by the indemnified party, on the other hand. The
                  parties agree that it would not be just and equitable if
                  contribution were determined by pro rata allocation or any
                  other method of allocation that does not take account of the
                  equitable considerations referred to above. Notwithstanding
                  the provisions of this paragraph (d), no person guilty of
                  fraudulent misrepresentation (within the meaning of Section
                  11(f) of the Act) shall be entitled to contribution from any
                  person who was guilty of such fraudulent misrepresentation.
                  For purposes of this Section 8, each person who controls a
                  Holder within the meaning of either the Act or the Exchange
                  Act and each director, officer, employee and agent of such
                  Holder shall have the same rights to contribution as such
                  Holder, and each person who controls the Company within the
                  meaning of either the Act or the Exchange Act, each officer of
                  the

                                       19

<PAGE>   21


                  Company who shall have signed the Registration Statement and
                  each director of the Company shall have the same rights to
                  contribution as the Company, subject in each case to the
                  applicable terms and conditions of this paragraph (d).

                  (e) The provisions of this Section 8 shall remain in full
                  force and effect, regardless of any investigation made by or
                  on behalf of any Holder or the Company or any of the officers,
                  directors or controlling persons referred to in Section 8
                  hereof, and will survive the sale by a Holder of Transfer
                  Restricted Securities or Exchange Notes.

9.       RULE 144A AND RULE 144


         The Company agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which the
Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make
available, upon request of any Holder, to such Holder or beneficial owner of
Transfer Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities designated by such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Act in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the
Exchange Act, to make all filings required thereby in a timely manner in order
to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

10.      MISCELLANEOUS


                  (a) No Inconsistent Agreements. The Company has not, as of the
                  date hereof, entered into, nor shall it, on or after the date
                  hereof, enter into, any agreement with respect to its
                  securities that is inconsistent with the rights granted to the
                  Holders herein or otherwise conflicts with the provisions
                  hereof.

                  (b) Amendments and Waivers. The provisions of this Agreement,
                  including the provisions of this sentence, may not be amended,
                  qualified, modified or supplemented, and waivers or consents
                  to departures from the provisions hereof may not be given,
                  unless the Company has obtained the written consent of the
                  Holders of at least a majority of the then outstanding
                  aggregate principal amount of Notes (or, after the
                  consummation of any Registered Exchange Offer in accordance
                  with Section 3 hereof, of Exchange Notes); provided, however,
                  that with respect to any matter that directly or indirectly
                  affects the rights of any Initial Purchaser hereunder, the
                  Company shall obtain the written consent of each such Initial
                  Purchaser against which such amendment, qualification,
                  supplement, waiver or consent is to be effective.
                  Notwithstanding the foregoing (except the foregoing proviso),
                  a waiver or consent to depart from the provisions hereof, with
                  respect to a matter, which relates exclusively to the rights
                  of Holders whose securities are being sold pursuant to a
                  Registration Statement and does not directly or indirectly
                  affect the rights of other Holders, may be given by the
                  Majority Holders, determined on the basis of Notes being sold
                  rather than registered under such Registration Statement.

                                       20

<PAGE>   22


                  (c) Notices. All notices and other communications provided for
                  or permitted hereunder shall be made in writing by
                  hand-delivery, first-class mail, telex, telecopier, or air
                  courier guaranteeing overnight delivery:

                                    (i) if to a Holder, at the most current
                                    address given by such holder to the Company
                                    in accordance with the provisions of this
                                    Section 10(c), which address initially is,
                                    with respect to each Holder, the address of
                                    such Holder maintained by the registrar
                                    under the Indentures or the Exchange Note
                                    Indentures, as the case may be, with a copy
                                    in like manner to Morgan Stanley & Co.
                                    International Limited;

                                    (ii) if to the Initial Purchasers, initially
                                    at the respective addresses set forth in the
                                    Purchase Agreement; and

                                    (iii) if to the Company, initially at its
                                    address set forth in the Purchase Agreement.

                                    All such notices and communications shall be
deemed to have been duly given when received.

                                    The Initial Purchasers or the Company by
notice to the other may  designate additional or different addresses for
subsequent notices or communications.

                  (d) Successors and Assigns. This Agreement shall inure to the
                  benefit of, and be binding upon, the successors and assigns of
                  each of the parties hereto, including, without the need for an
                  express assignment or any consent by the Company thereto,
                  subsequent Holders of Notes and/or Exchange Notes. The Company
                  hereby agrees to extend the benefits of this Agreement to any
                  Holder of Notes and/or Exchange Notes and any such Holder may
                  specifically enforce the provisions of this Agreement as if an
                  original party hereto.

                  (e) Counterparts. This agreement may be executed 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.

                  (f) Headings. The headings in this agreement are for
                  convenience of reference only and shall not limit or otherwise
                  affect the meaning hereof.

                  (g) Governing Law. This agreement shall be governed by and
                  construed in accordance with the internal laws of the State of
                  New York applicable to agreements made and to be performed in
                  said State (without reference to the conflict of law rules
                  thereof).

                  (h) Severability. In the event that any one or more of the
                  provisions contained herein, or the application thereof in any
                  circumstances, is held invalid, illegal or

                                       21

<PAGE>   23


                  unenforceable in any respect for any reason, the validity,
                  legality and enforceability of any such provision in every
                  other respect and the remaining provisions hereof shall not be
                  in any way impaired or affected thereby, it being intended
                  that all of the rights and privileges of the parties shall be
                  enforceable to the fullest extent permitted by law.

                  (i) Notes Held by the Company, etc. Whenever the consent or
                  approval of Holders of a specified percentage of principal
                  amount at maturity of Notes or Exchange Notes is required
                  hereunder, Notes or Exchange Notes, as applicable, held by the
                  Company or its Affiliates (other than subsequent Holders of
                  Notes or Exchange Notes if such subsequent Holders are deemed
                  to be Affiliates solely by reason of their holdings of such
                  Notes or Exchange Notes) shall not be counted in determining
                  whether such consent or approval was given by the Holders of
                  such required percentage.

                  (j) Entire Agreement. This Agreement is intended by the
                  parties as a final expression of their agreement and intended
                  to be a complete and exclusive statement of the agreement and
                  understanding of the parties hereto with respect to the
                  subject matter contained herein. There are no restrictions,
                  promises, warranties or undertakings, other than those set
                  forth or referred to herein with respect to the registration
                  rights granted with respect to the Transfer Restricted
                  Securities. This Agreement supersedes all prior agreements and
                  understandings between the parties with respect to such
                  subject matter.



                                       22

<PAGE>   24



         IN WITNESS WHEREOF, the parties have executed this Agreement 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



MORGAN STANLEY & CO. INTERNATIONAL LIMITED
GOLDMAN SACHS INTERNATIONAL
CHASE SECURITIES INC.
DONALDSON, LUFKIN & JENRETTE INTERNATIONAL
SALOMON BROTHERS INTERNATIONAL LIMITED

By:    MORGAN STANLEY & CO. INTERNATIONAL LIMITED



By: /s/ Donal Quigley
    ----------------------------------
    Name:  Donal Quigley
    Title: Executive Director

<PAGE>   25


ANNEX A


Each broker-dealer that receives Exchange Notes for its own account pursuant to
the Registered Exchange Offer must acknowledge that it will deliver a prospectus
in connection with any resale of such Exchange Notes. The Letter of Transmittal
states that by so acknowledging and by delivering a prospectus, a broker-dealer
will not be deemed to admit that it is an "underwriter" within the meaning of
the Act. This Prospectus, as it may be amended or supplemented from time to
time, may be used by a broker-dealer in connection with resales of Exchange
Notes received in exchange for Notes where such Exchange Notes were acquired by
such broker-dealer as a result of market-making activities or other trading
activities. The Company has agreed that, starting on the Expiration Date (as
defined herein) and ending on the close of business on the 180th day following
the Expiration Date, it will make this Prospectus available to any broker-dealer
for use in connection with any such resale. See "Plan of Distribution."


                                      A-1

<PAGE>   26



ANNEX B


Each broker-dealer that receives Exchange Notes for its own account in exchange
for Notes, where such Notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities, must acknowledge that it
will deliver a prospectus in connection with any resale of such Exchange Notes.
See "Plan of Distribution."


                                      B-1

<PAGE>   27


ANNEX C


PLAN OF DISTRIBUTION




         Each broker-dealer that receives Exchange Notes for its own account
pursuant to the Registered Exchange Offer must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Notes. The
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Notes received in
exchange for Notes where such Notes were acquired as a result of market-making
activities or other trading activities. The Company has agreed that, starting on
the Expiration Date and ending on the close of business on the 180th day
following the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any such
resale.

         The Company will not receive any proceeds from any sale of Exchange
Notes by broker-dealers. Exchange Notes received by broker-dealers for their own
account pursuant to the Exchange Offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the Exchange Notes or by a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or at negotiated prices. Any such
resale may be made directly to purchaser or to or through brokers or dealers who
may receive compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-
dealer that resells Exchange Notes that were received by it for its own account
pursuant to the Registered Exchange Offer and any broker or dealer that
participates in a distribution of such Exchange Notes may be deemed to be an
"underwriter" within the meaning of the Act and any profit of any such resale of
Exchange Notes and any commissions or concessions received by any such persons
may be deemed to be underwriting compensation under the Act. The Letter of
Transmittal states that by acknowledging that it will deliver and by delivering
a prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Act.

         For a period of 180 days after the Expiration Date, the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Registered Exchange Offer (including the expenses of one counsel
for the holders of the Notes) other than commissions or concessions of any
brokers or dealers and will indemnify the holders of the Notes (including any
broker-dealers) against certain liabilities, including liabilities under the
Act.

         [Add information required by Regulation S-K Items 507 and/or 508.]


                                      C-1

<PAGE>   28


ANNEX D

                                     Rider A
                                     -------


CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:_______________________________

Address:______________________________________________________________

        ______________________________________________________________



                                     Rider B
                                     -------


If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Notes. If the undersigned is a broker-dealer that will receive Exchange Notes
for its own account in exchange for Notes that were acquired as a result of
market making activities or other trading activities, it acknowledges that it
will deliver a prospectus in connection with any resale of such Exchange Notes;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Act.



                                      D-1