Exhibit 4.1




 





NTL CABLE PLC,

as Issuer


NTL INCORPORATED,

as Parent


NTL: TELEWEST LLC,


NTL HOLDINGS INC.,


NTL (UK) GROUP, INC.,


NTL COMMUNICATIONS LIMITED,

as Intermediate Guarantors


NTL INVESTMENT HOLDINGS LIMITED,

as Senior Subordinated Subsidiary Guarantor


U.S.$550,000,000  9.125% Senior
Notes due 2016






INDENTURE


Dated as of July 25, 2006






THE BANK OF NEW YORK

as Trustee and Paying Agent


THE BANK OF NEW YORK (LUXEMBOURG) S.A.

as Luxembourg Paying
Agent


 




 


















 


 


CROSS-REFERENCE TABLE*


	
  Trust Indenture

  Act Section

  	
   

  	
  Indenture Section

  
	
  310(a)(1)

  	
   

  	
  7.10

  
	
  (a)(2)

  	
   

  	
  7.10

  
	
  (a)(3)

  	
   

  	
  N.A.

  
	
  (a)(4)

  	
   

  	
  N.A.

  
	
  (a)(5)

  	
   

  	
  7.03

  
	
  (b)

  	
   

  	
  7.10

  
	
  (c)

  	
   

  	
  N.A.

  
	
  311(a)

  	
   

  	
  7.11

  
	
  (b)

  	
   

  	
  7.11

  
	
  (c)

  	
   

  	
  N.A.

  
	
  312(a)

  	
   

  	
  2.05

  
	
  (b)

  	
   

  	
  13.03

  
	
  (c)

  	
   

  	
  13.03

  
	
  313(a)

  	
   

  	
  7.06

  
	
  (b)(1)

  	
   

  	
  N.A.

  
	
  (b)(2)

  	
   

  	
  7.06; 7.07

  
	
  (c)

  	
   

  	
  7.06; 13.02

  
	
  (d)

  	
   

  	
  7.06

  
	
  314(a)

  	
   

  	
  4.03; 13.02;
  13.05

  
	
  (b)

  	
   

  	
  N.A.

  
	
  (c)(1)

  	
   

  	
  13.04

  
	
  (c)(2)

  	
   

  	
  13.04

  
	
  (c)(3)

  	
   

  	
  N.A.

  
	
  (d)

  	
   

  	
  N.A.

  
	
  (e)

  	
   

  	
  13.05

  
	
  (f)

  	
   

  	
  N.A.

  
	
  315(a)

  	
   

  	
  7.01

  
	
  (b)

  	
   

  	
  7.05; 13.02

  
	
  (c)

  	
   

  	
  7.01

  
	
  (d)

  	
   

  	
  7.01

  
	
  (e)

  	
   

  	
  6.11

  
	
  316(a) (last sentence)

  	
   

  	
  2.09

  
	
  (a)(1)(A)

  	
   

  	
  6.05

  
	
  (a)(1)(B)

  	
   

  	
  6.04

  
	
  (a)(2)

  	
   

  	
  N.A.

  
	
  (b)

  	
   

  	
  6.07

  
	
  (c)

  	
   

  	
  2.12

  
	
  317(a)(1)

  	
   

  	
  6.08

  
	
  (a)(2)

  	
   

  	
  6.09

  
	
  (b)

  	
   

  	
  2.04

  
	
  318(a)

  	
   

  	
  13.01

  
	
  (b)

  	
   

  	
  N.A.

  
	
  (c)

  	
   

  	
  13.01

  



 






N.A. means not applicable.


*  This Cross
Reference Table is not part of this Indenture.



 i
 






 



 


TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.01

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  Section 1.02

  	
   

  	
  Other Definitions

  	
   

  	
  29

  
	
  Section 1.03

  	
   

  	
  Incorporation by Reference of Trust Indenture Act

  	
   

  	
  30

  
	
  Section 1.04

  	
   

  	
  Rules of Construction

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2 THE NOTES

  	
   

  	
  31

  
	
   

  	
   

  	
   

  
	
  Section 2.01

  	
   

  	
  Form and Dating

  	
   

  	
  31

  
	
  Section 2.02

  	
   

  	
  Execution and Authentication

  	
   

  	
  31

  
	
  Section 2.03

  	
   

  	
  Registrar and Paying Agent

  	
   

  	
  32

  
	
  Section 2.04

  	
   

  	
  Paying Agent to Hold Money in Trust

  	
   

  	
  32

  
	
  Section 2.05

  	
   

  	
  Holder Lists

  	
   

  	
  32

  
	
  Section 2.06

  	
   

  	
  Transfer and Exchange

  	
   

  	
  33

  
	
  Section 2.07

  	
   

  	
  Replacement Notes

  	
   

  	
  36

  
	
  Section 2.08

  	
   

  	
  Outstanding Notes

  	
   

  	
  36

  
	
  Section 2.09

  	
   

  	
  Treasury Notes

  	
   

  	
  37

  
	
  Section 2.10

  	
   

  	
  Temporary Notes

  	
   

  	
  37

  
	
  Section 2.11

  	
   

  	
  Cancellation

  	
   

  	
  37

  
	
  Section 2.12

  	
   

  	
  Defaulted Interest

  	
   

  	
  38

  
	
  Section 2.13

  	
   

  	
  Additional Amounts

  	
   

  	
  38

  
	
  Section 2.14

  	
   

  	
  Currency Indemnity

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3 REDEMPTION AND PREPAYMENT

  	
   

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 3.01

  	
   

  	
  Notices to Trustee

  	
   

  	
  41

  
	
  Section 3.02

  	
   

  	
  Selection of Notes to Be Redeemed or Purchased

  	
   

  	
  41

  
	
  Section 3.03

  	
   

  	
  Notice of Redemption

  	
   

  	
  41

  
	
  Section 3.04

  	
   

  	
  Effect of Notice of Redemption

  	
   

  	
  42

  
	
  Section 3.05

  	
   

  	
  Deposit of Redemption or Purchase Price

  	
   

  	
  42

  
	
  Section 3.06

  	
   

  	
  Notes Redeemed or Purchased in Part

  	
   

  	
  43

  
	
  Section 3.07

  	
   

  	
  Optional Redemption

  	
   

  	
  43

  
	
  Section 3.08

  	
   

  	
  Mandatory Redemption

  	
   

  	
  44

  
	
  Section 3.09

  	
   

  	
  Offer to Purchase by Application of Excess Proceeds

  	
   

  	
  44

  
	
  Section 3.10

  	
   

  	
  Redemption of Notes for Changes in Withholding Taxes

  	
   

  	
  46

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4 COVENANTS

  	
   

  	
  46

  
	
   

  	
   

  	
   

  
	
  Section 4.01

  	
   

  	
  Payment of Notes

  	
   

  	
  46

  
	
  Section 4.02

  	
   

  	
  Maintenance of Office or Agency

  	
   

  	
  47

  
	
  Section 4.03

  	
   

  	
  Ongoing Reporting

  	
   

  	
  47

  
	
  Section 4.04

  	
   

  	
  Compliance Certificates

  	
   

  	
  48

  
	
  Section 4.05

  	
   

  	
  Taxes

  	
   

  	
  48

  
	
  Section 4.06

  	
   

  	
  [Intentionally Omitted]

  	
   

  	
  48

  
	
  Section 4.07

  	
   

  	
  Restricted Payments

  	
   

  	
  48

  
	
  Section 4.08

  	
   

  	
  Restrictions on Distributions from Restricted
  Subsidiaries

  	
   

  	
  52

  
	
  Section 4.09

  	
   

  	
  Incurrence of Indebtedness

  	
   

  	
  54

  



 



 ii
 






 



 


	
  Section 4.10

  	
   

  	
  Sales of Assets and Subsidiary Stock

  	
   

  	
  57

  
	
  Section 4.11

  	
   

  	
  Transactions with Affiliates

  	
   

  	
  60

  
	
  Section 4.12

  	
   

  	
  Liens

  	
   

  	
  61

  
	
  Section 4.13

  	
   

  	
  Business Activities

  	
   

  	
  62

  
	
  Section 4.14

  	
   

  	
  Corporate Existence

  	
   

  	
  62

  
	
  Section 4.15

  	
   

  	
  Offer to Repurchase Upon Change of Control

  	
   

  	
  62

  
	
  Section 4.16

  	
   

  	
  Sale/Leaseback Transactions

  	
   

  	
  64

  
	
  Section 4.17

  	
   

  	
  Designation of Restricted and Unrestricted
  Subsidiaries

  	
   

  	
  65

  
	
  Section 4.18

  	
   

  	
  [Intentionally omitted]

  	
   

  	
  66

  
	
  Section 4.19

  	
   

  	
  Guarantees of Indebtedness by Restricted
  Subsidiaries

  	
   

  	
  66

  
	
  Section 4.20

  	
   

  	
  Anti-Layering

  	
   

  	
  67

  
	
  Section 4.21

  	
   

  	
  Further Instruments and Acts

  	
   

  	
  67

  
	
  Section 4.22

  	
   

  	
  Listing

  	
   

  	
  67

  
	
  Section 4.23

  	
   

  	
  Calculation of Sterling Denominated Restrictions

  	
   

  	
  67

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5 SUCCESSORS

  	
   

  	
  68

  
	
   

  	
   

  	
   

  
	
  Section 5.01

  	
   

  	
  Merger, Consolidation, or Sale of Assets

  	
   

  	
  68

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6 DEFAULTS AND REMEDIES

  	
   

  	
  69

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
   

  	
  Events of Default

  	
   

  	
  69

  
	
  Section 6.02

  	
   

  	
  Acceleration

  	
   

  	
  71

  
	
  Section 6.03

  	
   

  	
  Other Remedies

  	
   

  	
  71

  
	
  Section 6.04

  	
   

  	
  Waiver of Past Defaults

  	
   

  	
  72

  
	
  Section 6.05

  	
   

  	
  Control by Majority

  	
   

  	
  72

  
	
  Section 6.06

  	
   

  	
  Limitation on Suits

  	
   

  	
  72

  
	
  Section 6.07

  	
   

  	
  Rights of Holders to Receive Payment

  	
   

  	
  73

  
	
  Section 6.08

  	
   

  	
  Collection Suit by Trustee

  	
   

  	
  73

  
	
  Section 6.09

  	
   

  	
  Trustee May File Proofs of Claim

  	
   

  	
  73

  
	
  Section 6.10

  	
   

  	
  Priorities

  	
   

  	
  73

  
	
  Section 6.11

  	
   

  	
  Undertaking for Costs

  	
   

  	
  74

  
	
  Section 6.12

  	
   

  	
  Stay, Extension and Usury Laws

  	
   

  	
  74

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7 TRUSTEE

  	
   

  	
  74

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.01

  	
   

  	
  Duties of Trustee

  	
   

  	
  74

  
	
  Section 7.02

  	
   

  	
  Rights of Trustee

  	
   

  	
  75

  
	
  Section 7.03

  	
   

  	
  Individual Rights of Trustee

  	
   

  	
  77

  
	
  Section 7.04

  	
   

  	
  Trustee’s Disclaimer

  	
   

  	
  77

  
	
  Section 7.05

  	
   

  	
  Notice of Defaults

  	
   

  	
  77

  
	
  Section 7.06

  	
   

  	
  Reports by Trustee to Holders

  	
   

  	
  78

  
	
  Section 7.07

  	
   

  	
  Compensation and Indemnity

  	
   

  	
  78

  
	
  Section 7.08

  	
   

  	
  Replacement of Trustee

  	
   

  	
  79

  
	
  Section 7.09

  	
   

  	
  Successor Trustee by Merger, etc

  	
   

  	
  80

  
	
  Section 7.10

  	
   

  	
  Eligibility; Disqualification

  	
   

  	
  80

  
	
  Section 7.11

  	
   

  	
  Preferential Collection of Claims Against Issuer

  	
   

  	
  80

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE

  	
   

  	
  80

  
	
   

  	
   

  	
   

  
	
  Section 8.01

  	
   

  	
  Option to Effect Legal Defeasance or Covenant
  Defeasance

  	
   

  	
  80

  
	
  Section 8.02

  	
   

  	
  Legal Defeasance and Discharge

  	
   

  	
  80

  
	
  Section 8.03

  	
   

  	
  Covenant Defeasance

  	
   

  	
  81

  
	
  Section 8.04

  	
   

  	
  Conditions to Legal Defeasance or Covenant
  Defeasance

  	
   

  	
  81

  



 



 iii
 






 



 


	
  Section 8.05

  	
   

  	
  Deposited Money and Government Securities to be Held
  in Trust; Other Miscellaneous Provisions

  	
   

  	
  82

  
	
  Section 8.06

  	
   

  	
  Repayment to Issuer

  	
   

  	
  83

  
	
  Section 8.07

  	
   

  	
  Reinstatement

  	
   

  	
  83

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER

  	
   

  	
  84

  
	
   

  	
   

  	
   

  
	
  Section 9.01

  	
   

  	
  Without Consent of Holders

  	
   

  	
  84

  
	
  Section 9.02

  	
   

  	
  With Consent of Holders

  	
   

  	
  85

  
	
  Section 9.03

  	
   

  	
  Compliance with Trust Indenture Act

  	
   

  	
  86

  
	
  Section 9.04

  	
   

  	
  Revocation and Effect of Consents

  	
   

  	
  86

  
	
  Section 9.05

  	
   

  	
  Notation on or Exchange of Notes

  	
   

  	
  86

  
	
  Section 9.06

  	
   

  	
  Trustee to Sign Amendments, etc

  	
   

  	
  87

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10 SATISFACTION AND DISCHARGE

  	
   

  	
  87

  
	
   

  	
   

  	
   

  
	
  Section 10.01

  	
   

  	
  Satisfaction and Discharge

  	
   

  	
  87

  
	
  Section 10.02

  	
   

  	
  Application of Trust Money

  	
   

  	
  88

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11 GUARANTEES

  	
   

  	
  88

  
	
   

  	
   

  	
   

  
	
  Section 11.01

  	
   

  	
  Guarantees

  	
   

  	
  88

  
	
  Section 11.02

  	
   

  	
  Limitation on Liability

  	
   

  	
  90

  
	
  Section 11.03

  	
   

  	
  Successors and Assigns

  	
   

  	
  92

  
	
  Section 11.04

  	
   

  	
  No Waiver

  	
   

  	
  92

  
	
  Section 11.05

  	
   

  	
  Modification

  	
   

  	
  92

  
	
  Section 11.06

  	
   

  	
  Execution of Supplemental Indenture for Future Guarantors

  	
   

  	
  93

  
	
  Section 11.07

  	
   

  	
  Non-Impairment

  	
   

  	
  93

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 12 SUBORDINATION OF THE SENIOR SUBORDINATED
  SUBSIDIARY GUARANTEE

  	
   

  	
  93

  
	
   

  	
   

  	
   

  
	
  Section 12.01

  	
   

  	
  Agreement To Subordinate

  	
   

  	
  93

  
	
  Section 12.02

  	
   

  	
  Rights of Trustee and Paying Agent

  	
   

  	
  94

  
	
  Section 12.03

  	
   

  	
  Trustee Entitled To Rely

  	
   

  	
  94

  
	
  Section 12.04

  	
   

  	
  Trustee To Effectuate Subordination

  	
   

  	
  94

  
	
  Section 12.05

  	
   

  	
  Reliance by Holders of Senior Indebtedness of the
  Senior Subordinated Subsidiary Guarantor on Subordination Provisions

  	
   

  	
  95

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 13 MISCELLANEOUS

  	
   

  	
  95

  
	
   

  	
   

  	
   

  
	
  Section 13.01

  	
   

  	
  Trust Indenture Act Controls

  	
   

  	
  95

  
	
  Section 13.02

  	
   

  	
  Notices

  	
   

  	
  95

  
	
  Section 13.03

  	
   

  	
  Communication by Holders with Other Holders

  	
   

  	
  96

  
	
  Section 13.04

  	
   

  	
  Certificate and Opinion as to Conditions Precedent

  	
   

  	
  96

  
	
  Section 13.05

  	
   

  	
  Statements Required in Certificate or Opinion

  	
   

  	
  97

  
	
  Section 13.06

  	
   

  	
  Rules by Trustee and Agents

  	
   

  	
  97

  
	
  Section 13.07

  	
   

  	
  No Personal Liability of Directors, Officers,
  Employees and Stockholders

  	
   

  	
  97

  
	
  Section 13.08

  	
   

  	
  Governing Law

  	
   

  	
  97

  
	
  Section 13.09

  	
   

  	
  No Adverse Interpretation of Other Agreements

  	
   

  	
  97

  
	
  Section 13.10

  	
   

  	
  Successors

  	
   

  	
  98

  
	
  Section 13.11

  	
   

  	
  Severability

  	
   

  	
  98

  
	
  Section 13.12

  	
   

  	
  Counterpart Originals

  	
   

  	
  98

  
	
  Section 13.13

  	
   

  	
  Table of Contents, Headings, etc

  	
   

  	
  98

  
	
  Section 13.14

  	
   

  	
  Submission to Jurisdiction; Appointment of Agent

  	
   

  	
  98

  



 



 iv
 






 



 


	
  EXHIBITS

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A

  	
   

  	
  FORM OF NOTE

  	
   

  	
   

  
	
  Exhibit B

  	
   

  	
  FORM OF SENIOR SUBORDINATED SUBSIDIARY GUARANTEE

  	
   

  	
   

  
	
  Exhibit C

  	
   

  	
  FORM OF SENIOR GUARANTEE

  	
   

  	
   

  



 



 v














 


 


INDENTURE, dated
as of July 25, 2006, among NTL Cable PLC, a public limited company
organized under the laws of England and Wales (the “Issuer”),
NTL Incorporated, a Delaware corporation (“Parent”), NTL:Telewest LLC, a Delaware limited liability company (the
“Company”), NTL Holdings Inc., a Delaware
corporation (“Holdings”), NTL (UK) Group, Inc.,
a Delaware corporation (“UK Holdco”),
NTL Communications Limited, a limited company organized under the laws of
England and Wales, NTL Investment Holdings Limited, a limited company organized
under the laws of England and Wales (“NTLIH” or the “Senior Subordinated Subsidiary Guarantor”), The Bank of New
York, as trustee (the “Trustee”) and
paying agent (the “Paying Agent”) and The Bank of
New York (Luxembourg) S.A. as Luxembourg Paying Agent (and together with the
Paying Agent, the “Paying Agents”).


Each party agrees
as follows for the benefit of the other parties and for the equal and ratable
benefit of the Holders (as defined herein) of the U.S. dollar-denominated
9.125% Senior Notes due
2016 which, along with any Additional Notes (as defined herein) are
referred to herein as the “Notes.”


ARTICLE 1

DEFINITIONS AND INCORPORATION

BY REFERENCE


Section 1.01                                Definitions.


“Additional Assets” means:


(1)                                  any
Property or assets (other than Indebtedness and Capital Stock) to be used by
any Intermediate Guarantor, the Issuer or a Restricted Subsidiary;


(2)                                  the
Capital Stock of a Person that becomes a Restricted Subsidiary as a result of
the acquisition of such Capital Stock by any Intermediate Guarantor, the Issuer
or another Restricted Subsidiary; or


(3)                                  Capital
Stock constituting a minority interest in any Person that at such time is a
Restricted Subsidiary;


provided,
however, that any such Restricted
Subsidiary described in clause (2) or (3) above is primarily engaged
in a Permitted Business.


“Additional
Notes” means additional notes (other than the Initial Notes)
of any series having identical terms and conditions to the Notes that may be
issued from time to time under this Indenture in accordance with the terms
hereof, including Sections 2.02 and 4.09 hereof.  Except as set forth in Section 3.07 or Article 9
hereof, any Additional Notes may be treated with the Notes as a single class
and may vote on all matters with such Notes.


“Additional
Subsidiary Guarantor” means a Restricted Subsidiary that is
required to guarantee the Notes under Section 4.19 and Section 11.06
hereof.  Each such guarantee is referred
to as an “Additional Subsidiary Guarantee.”


“Affiliate”
of any specified Person means any other Person, directly or indirectly,
controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this definition, “control” when used
with respect to any Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by


 









 



 


contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.


“Agent”
means any Registrar, co-registrar, Paying Agent or additional paying agent.


 “Applicable Premium”
means, with respect to a Note at any time, the greater of (1) 1.0% of the
principal amount of such Note at such time and (2) the excess (to the
extent positive) of (A) the present value at such time of (i) the
redemption price of such Note at August 15, 2011 (such redemption price
being described in the table appearing in Section 3.07(a) of this
Indenture exclusive of any accrued and unpaid interest) plus (ii) any
required interest payments due on such Note through August 15, 2011
(including any accrued and unpaid interest) computed using a discount rate
equal to the Treasury Rate plus 50 basis points, over (B) the principal
amount of such Note.


“Applicable
Procedures” means, with respect to any transfer or exchange
of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary with respect thereto that apply to such transfer
or exchange.


“Asset Disposition” means any sale, lease (other than
operating leases entered into in the ordinary course of business), transfer or
other disposition (or series of related sales, leases, transfers or
dispositions), including any disposition by means of a merger, consolidation,
or similar transaction (each referred to for the purposes of this definition as
a “disposition”), of any shares of Capital Stock of any Intermediate Guarantor
other than the Company, of the Issuer, of a Restricted Subsidiary (other than
directors’ qualifying shares or shares required by applicable law to be held by
a Person other than the Issuer or a Restricted Subsidiary) or any assets of the
Company or any Restricted Subsidiary other than:


(a)                                  a
disposition to the Company, any Intermediate Guarantor, the Issuer or an Additional
Subsidiary Guarantor;


(b)                                 a
disposition by the Company or a Restricted Subsidiary to a Restricted
Subsidiary;


(c)                                  for
purposes of Section 4.10 only, a disposition subject to Section 4.07
or a disposition of assets to a joint venture as part of a transaction that is
a Permitted Investment;


(d)                                 any
disposition permitted under Section 5.01;


(e)                                  a
sale of Temporary Cash Investments in the ordinary course of business;


(f)                                    a
disposition of inventory, consumer equipment, communications capacity and worn
out or obsolete equipment or assets in the ordinary course of business;


(g)                                 issuance
of Capital Stock by a Restricted Subsidiary to the Company, any Intermediate
Guarantor, the Issuer or another Restricted Subsidiary;


(h)                                 any
sale or other disposition of Receivables and Related Assets to a Receivables
Subsidiary pursuant to or in connection with a Qualified Receivables
Transaction;


(i)                                     any
sale or disposition deemed to occur in connection with creating or granting a
Permitted Lien;


(j)                                     any
disposition of the Capital Stock or all or substantially all Property of any
Unrestricted Subsidiary; provided, however, that such disposition shall include
the concurrent transfer


 



 2
 






 



 


of all liabilities (contingent or otherwise) attributable to the
Property being transferred; provided further, however, that such disposition
shall not, after giving effect to any related agreements, result nor be likely
to result in any material liability, tax or other adverse consequences to any
Intermediate Guarantor, the Issuer or any Restricted Subsidiary;


(k)                                  the
licensing or sublicensing of intellectual property or other general intangibles
and licenses, leases or subleases of other Property in the ordinary course of
business which do not materially interfere with the business of the Company,
the Intermediate Guarantors, the Issuer and their Restricted Subsidiaries;


(l)                                     assets
or Capital Stock acquired in an acquisition which the Company, any Intermediate
Guarantor, the Issuer or any Restricted Subsidiary sells within 6 months of
such acquisition;


(m)                               the
disposition of any Interest Rate Agreements or Currency Agreements no longer
required for the purposes for which any such agreement was originally entered
into;


(n)                                 disposals
of assets pursuant to Sale/Leaseback Transactions not constituting Indebtedness
where the aggregate Fair Market Value of any assets disposed of in reliance on
this paragraph (n) does not, together with the aggregate principal amount of
all outstanding Indebtedness incurred under Section 4.09(b)(7) exceed
£150 million (or its equivalent in other currencies) in any financial year of
the Company and any disposals of assets pursuant to Sale/Leaseback Transactions
constituting Indebtedness to the extent such Indebtedness is otherwise
permitted under the Indenture;


(o)                                 disposals
of non-core assets acquired in connection with any acquisition permitted
pursuant to the terms of the Indenture;


(p)                                 any
disposals constituted by licenses of intellectual property rights;


(q)                                 any
disposals in connection with a Content Transaction;


(r)                                    (i) any
disposal of assets made pursuant to the establishment of a Permitted Joint
Venture or (ii) any disposal of assets to a Permitted Joint Venture which
is otherwise permitted hereunder and in relation to which the requirements of Section 4.10(a)(1) are
satisfied;


(s)                                  foreclosure
on assets;


(t)                                    surrender
or waiver of contract rights or the settlement, release or surrender of
contract, tort or other claims of any kind;


(u)                                 any
disposition of assets to a Person who is providing services related to such
assets, the provision of which have been or are to be outsourced by the Company
or any Restricted Subsidiary to such Person; provided, however, that (A) if
the outsourcing relates to non-core business activities, the Company shall
provide an Officer’s Certificate and (B) if the outsourcing relates to
core business activities, the Board of Directors shall certify, in either case,
that in the opinion of the Officer or the Board of Directors, as applicable,
the outsourcing transaction will be economically beneficial to the Company and
its Restricted Subsidiaries (considered as a whole) and that the costs of such
outsourcing are fair; provided further, however, that the Fair Market Value of
the assets disposed of,


 



 3
 






 



 


when taken together with all other dispositions made pursuant to this
clause (u), do not exceed 5% of Total Assets; or


(v)                                 a
disposition of Capital Stock or assets in a transaction or series of related
transactions with an aggregate Fair Market Value of less than ₤30
million.


“Attributable Debt” in respect of a Sale/Leaseback
Transaction means, as at the time of determination, the present value
(discounted at the interest rate reasonably determined in good faith by a
responsible financial or accounting officer of the Issuer to be the interest
rate implicit in such Sale/Leaseback Transaction in accordance with GAAP) of
the total obligations of the lessee for rental payments during the remaining
term of the lease included in such Sale/Leaseback Transaction (including any
period for which such lease has been extended).


“Average Life” means, as of the date of determination, with
respect to any Indebtedness or Preferred Stock, the quotient obtained by
dividing:


(1)                                  the
sum of the products of the numbers of years from the date of determination to
the dates of each successive scheduled principal payment of such Indebtedness
or scheduled redemption or similar payment with respect to such Preferred Stock
multiplied by the amount of such payment by


(2)                                  the
sum of all such payments.


“Bank Indebtedness” means any and all amounts payable under
or in respect of an agreement, instrument or other document relating to a
Credit Facility (including security documents, fee letters and intercreditor
agreements related thereto), including principal, premium (if any), interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Person liable thereunder
whether or not a claim for post-filing interest is allowed in such
proceedings), fees, charges, expenses, reimbursement obligations, Guarantees
and all other amounts payable thereunder or in respect thereof, and any and all
Refinancing Indebtedness Incurred in respect of any such amount (including
amounts in respect of Refinancing Indebtedness), whether Incurred under or in
respect of an agreement relating to a Credit Facility or otherwise.  For the purposes of this definition, “Bank Indebtedness” shall be deemed to include the Bridge
Facility, including any extended term loans or exchange notes Incurred or
issued in relation thereto.


“Bankruptcy
Law” means (a) the UK Insolvency Act 1986 or any other
bankruptcy, insolvency, liquidation or similar laws of general application and (b) the
United States Bankruptcy Code of 1978 or any similar U.S. federal or state law
for the relief of debtors.


“BBC Guarantees” means the guarantees required to be given by
certain Restricted Subsidiaries in favor of BBC Worldwide Limited pursuant to
the shareholder agreements relating to the UKTV Joint Ventures.


“Board of Directors” means the Board of Directors of the
Issuer or any committee thereof duly authorized to act on behalf of the Board
of Directors of the Issuer or with respect to clause (2) of the definition
of Change of Control, the Board of Directors of Parent or the Company.


“Bridge Facility” means the
$1,048,800,000 Bridge Facility Agreement entered into between, among others,
the Issuer as borrower, Parent as Ultimate Parent and Holdings as guarantor, as
such agreement may be amended or modified from time to time (including the
replacement of the original


 



 4
 






 



 


Bridge
Facility pursuant to its terms with an additional facility pursuant to which
the extended loans will be issued).


“Business
Day” means each day which is not a Legal Holiday.


“Business
Division Transaction” means any creation or participation in
any joint venture with respect to any assets, undertakings and/or businesses of
the Company and its Restricted Subsidiaries which comprise all or part of the
Ntl:Telewest Business Division (or its predecessor or successors), to or with
any other entity or person whether or not the Company or any of its Restricted
Subsidiaries, excluding the contribution to (but not the use by) any joint
venture of the backbone assets utilized by the Company and its Restricted
Subsidiaries and excluding any Subsidiary included in or owned by the
Ntl:Telewest Business Division but not engaged in the business of that
division.


“Capital Stock” of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other equivalents
of or interests in (however designated) equity of such Person, including any
Preferred Stock, but excluding any debt securities convertible into such
equity.


“Capitalized Lease Obligation” means an obligation that is
required to be classified and accounted for as a capitalized lease for
financial reporting purposes in accordance with GAAP, and the amount of
Indebtedness represented by such obligation shall be the capitalized amount of
such obligation determined in accordance with GAAP; and the Stated Maturity
thereof shall be the date of the last payment of rent or any other amount due
under such lease.


“Change
of Control” means the occurrence of any of the following
events:


(1)           any “person” or “group” of related
persons (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act), except Parent or any Wholly-Owned Subsidiary of Parent in the
case of Voting Stock of the Company, is or becomes the “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for
purposes of this clause (1) such person or group shall be deemed to have “beneficial
ownership” of all shares that such person or group has the right to acquire,
whether such right is exercisable immediately or only after the passage of
time), directly or indirectly, of more than 50% of the total voting power of
the Voting Stock of Parent or the Company (for the purposes of this clause (1),
such person shall be deemed to beneficially own any Voting Stock of an entity
held by any other entity (the “parent entity”), if such other person is the
beneficial owner (as defined in this clause (1)), directly or indirectly, of
more than 50% of the voting power of the Voting Stock of such parent entity);


(2)           during any period of two consecutive
years, individuals who at the beginning of such period constituted the Board of
Directors of Parent or the Company (together with any new directors whose
election to such Board of Directors or whose nomination for election by the
shareholders of such company was approved by a vote of a majority of the
directors of such company then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors of Parent or the Company, then in office;


(3)           the adoption of a plan relating to
the liquidation or dissolution of Parent, the Company or the Issuer; or


(4)           the merger or consolidation of
Parent, any other NTL Holding Company or the Issuer with or into another Person
(other than Parent, any other NTL Holding Company or the Issuer or any other
Wholly Owned Subsidiary of Parent) or the merger of another Person (other than
Parent, any


 



 5
 






 



 


other NTL Holding Company, the Issuer or any other Wholly
Owned Subsidiary of Parent) with or into Parent, any other NTL Holding Company
or the Issuer or the sale of all or substantially all the assets of Parent, any
other NTL Holding Company or the Issuer to another Person (other than Parent,
any other NTL Holding Company, the Issuer or any other Wholly Owned Subsidiary
of Parent), and, in the case of any such merger or consolidation, the
securities of Parent, any other NTL Holding Company or the Issuer that are
outstanding immediately prior to such transaction are changed into or exchanged
for cash, securities or Property, unless pursuant to such transaction such
securities are changed into or exchanged for, in addition to any other
consideration, securities of the surviving Person or transferee that represent
immediately after such transaction, at least a majority of the aggregate voting
power of the Voting Stock of the surviving Person or transferee.


Notwithstanding
the foregoing, a Change of Control shall not be deemed to have occurred if an
NTL Holding Company that is not then a Subsidiary of Parent becomes the
ultimate parent of the Issuer and, if such NTL Holding Company had been Parent,
no Change of Control would have otherwise occurred; provided, however, that
such NTL Holding Company guarantees the Notes on a senior basis.


“Closing Date” means July 25, 2006.


“Code” means the U.S. Internal Revenue Code of 1986, as
amended.


“Company” has the meaning assigned to it in the
preamble to this Indenture.


“Consolidated Interest Expense” means, for any period, the
total interest expense of the Company and its Consolidated Restricted
Subsidiaries including, without duplication:


(1)                                  interest
expense attributable to Purchase Money Indebtedness and Capitalized Lease
Obligations and the interest expense attributable to leases constituting part
of a Sale/Leaseback Transaction,


(2)                                  amortization
of debt discount and debt issuance costs,


(3)                                  capitalized
interest and interest paid in the form of additional Indebtedness,


(4)                                  cash
or non-cash interest expense,


(5)                                  commissions,
discounts and other fees and charges attributable to letters of credit and
bankers’ acceptance financing,


(6)                                  interest
accruing on any Indebtedness of any other Person to the extent such
Indebtedness is Guaranteed by, or secured by a Lien on the assets of, the
Issuer or any Restricted Subsidiary,


(7)                                  net
costs associated with Hedging Obligations (including amortization of fees),


(8)                                  dividends
in respect of all Disqualified Stock of the Issuer and all Preferred Stock of
any of the Subsidiaries of the Issuer, to the extent held by Persons other than
the Issuer or a Wholly Owned Subsidiary of the Issuer,


(9)                                  interest
Incurred in connection with Investments in discontinued operations and


 



 6
 






 



 


(10)                            the
cash contributions to any employee share ownership plan or similar trust to the
extent such contributions are used by such plan or trust to pay interest or
fees to any Person (other than the Issuer) in connection with Indebtedness
Incurred by such plan or trust.


“Consolidated Net Income” means, for any period, the net
income (loss) of the Company and its Consolidated Subsidiaries for such period;
provided, however, that there shall not be included in such Consolidated Net
Income:


(1)                                  any
net income (or loss) of any Person (other than the Company) if such Person is not
a Subsidiary, or is an Unrestricted Subsidiary, except that, subject to the
limitations contained in clause (4) below, the Company’s equity in the net
income of any such Person for such period shall be included in such
Consolidated Net Income up to the aggregate amount of cash or Temporary Cash
Investments distributed by such Person during such period to the Company or a
Restricted Subsidiary as a dividend or other similar distribution or return;


(2)                                  any
net income (or loss) of any Restricted Subsidiary to the extent such Restricted
Subsidiary is subject to restrictions, directly or indirectly, on the payment
of dividends or the making of distributions by such Restricted Subsidiary,
directly or indirectly, to the Issuer (other than any restriction permitted
under clause (A), (C) (solely to the extent relating to clause (A)), (H) or
(J) (to the extent that assets of the joint ventures subject to such
restriction do not exceed 2.5% of Total Assets) of Section 4.08(b)),
except that, subject to the limitations contained in clause (4) below, the
Company’s equity in the net income of any such Restricted Subsidiary for such
period shall be included in such Consolidated Net Income up to the aggregate
amount of cash or Temporary Cash Investments distributed by such Restricted
Subsidiary during such period to the Company or another Restricted Subsidiary
as a dividend or other similar distribution;


(3)                                  any
gain (or loss) realized upon the sale or other disposition of any asset of the
Company or its Consolidated Subsidiaries (including pursuant to any
Sale/Leaseback Transaction) and any gain (or loss) realized upon the sale or
other disposition of any Capital Stock of any Person, in each case, that is not
sold or otherwise disposed of in the ordinary course of business;


(4)                                  any
item classified as a restructuring, extraordinary, unusual, non-recurring or
other non-operating gain or loss, including the costs of, and accounting for,
financial instruments;


(5)                                  any
impairment loss of the Company or its Restricted Subsidiaries relating to
goodwill or other intangible assets;


(6)                                  the
cumulative effect of a change in accounting principles;


(7)                                  all
deferred financing costs written off in connection with the early
extinguishment of Indebtedness, net of taxes; and


(8)                                  any
foreign currency transaction or translation gains or losses, net of taxes.


Notwithstanding the foregoing, for the purpose of Section 4.07
only, there shall be excluded from Consolidated Net Income any repurchases,
repayments, redemptions or releases of Investments, proceeds realized on the
sale or liquidation of Investments, and dividends, repayments of loans or
advances or other transfers of assets from Unrestricted Subsidiaries to the
Company or a Restricted Subsidiary to the extent


 



 7
 






 



 


such
amounts increase the amount of Restricted Payments permitted under Section 4.07
pursuant to clauses (C)(iv) of paragraph (a) thereof.


“Consolidation” means the consolidation of the accounts of
each of the Restricted Subsidiaries with those of the Company in accordance
with GAAP consistently applied; provided, however, that “Consolidation” will
not include consolidation of the accounts of any Unrestricted Subsidiary, but
the interest of the Company or any Restricted Subsidiary in an Unrestricted
Subsidiary will be accounted for as an investment. The term “Consolidated” has
a correlative meaning.


“Content” means any rights to broadcast, transmit, distribute
or otherwise make available for viewing, exhibition or reception (whether in
analogue or digital format and whether as a channel or an internet service, a
teletext-type service, an interactive service, or an enhanced television
service or any part of any of the foregoing, or on a pay-per-view basis, or
near video-on-demand, or video-on-demand basis or otherwise) any one or more of
audio and/or visual images, audio content, or interactive content (including
hyperlinks, re-purposed web-site content, database content plus associated
templates, formatting information and other data including any interactive
applications or functionality), text, data, graphics, or other content, by
means of any means of distribution, transmission or delivery system or
technology (whether now known or herein after invented).


“Content Business” means the business of the Company and its
Restricted Subsidiaries consisting of ownership or licensing of Content.


“Content Transaction” means any sale, transfer, demerger,
contribution, spin-off or distribution of, any creation or participation in any
joint venture and/or entering into any other transaction or taking any action
with respect to, in each case, any assets, undertakings and/or businesses of
the Company and its Restricted Subsidiaries which comprise all or part of the
Content Business, to or with any other entity or person whether or not the
Company or any of its Restricted Subsidiaries.


“Credit Facility” means any debt facility or commercial paper
facility (including the New Credit Facility) or ancillary facility, in each
case with a lender or a syndicate of commercial bank lenders or other financial
institutions, providing for revolving credit loans, term loans, receivables
financing or letters of credit, in each case, as amended, restated, refunded,
renewed, replaced or Refinanced in whole or in part from time to time by a
lender or a syndicate of commercial bank lenders or other financial
institutions.


“Currency Agreement” means with respect to any Person any
foreign exchange contract, currency swap agreements or other similar agreement
or arrangement to which such Person is a party or of which it is a beneficiary.


“Custodian”
means the Trustee, as custodian for DTC with respect to such Global Note.


“Default” means any event which is, or after notice or
passage of time or both would be, an Event of Default.


“Definitive Note” means a
certificated Note registered in the name of the Holder thereof and issued in
accordance with Section 2.06 hereof, substantially in the form of Exhibit A
hereto except that such Note shall not bear the Global Note Legend or the “Schedule of
Exchanges of Interests in the Global Note” attached hereto.


 



 8
 






 



 


“Depositary”
means, with respect to any Global Note, the Person specified in Section 2.03
hereof as the Depositary with respect to such Global Note or any successor
thereto appointed as Depositary hereunder and having become such pursuant to
the applicable provision of this Indenture.


“Designated Non-Cash Consideration” means the Fair Market
Value of non-cash consideration received by any Intermediate Guarantor, the
Issuer or any Restricted Subsidiary in connection with an Asset Disposition
that is so designated pursuant to an Officer’s Certificate, setting forth the
basis of such valuation.  The aggregate
Fair Market Value of the Designated Non-Cash Consideration, taken together with
the Fair Market Value at the time of receipt of all other Designated Non-Cash
Consideration then held by any Intermediate Guarantor, the Issuer or any
Restricted Subsidiary, may not exceed the greater of (x) £100 million in the
aggregate or (y) 1.00% of Total Assets, at the time of the receipt of the Designated
Non-Cash Consideration (with the Fair Market Value being measured at the time
received and without giving effect to subsequent changes in value).


“Designated
Senior Indebtedness” means any Senior Indebtedness of the
Senior Subordinated Subsidiary Guarantor (other than Bank Indebtedness) which
at the time of determination exceeds £75 million in aggregate principal amount
(or accreted value in the case of Indebtedness issued at a discount)
outstanding or available under a committed facility, which is specifically
designated in the instrument evidencing such Senior Indebtedness as “Designated
Senior Indebtedness” by such Person and as to which the Trustee has been given
written notice of such designation.


“Disqualified Stock” means, with respect to any Person, any
Capital Stock which by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable or exercisable) or upon the
happening of any event:


(1)                                  matures
or is mandatorily redeemable (other than redeemable only for Capital Stock of
such Person that is not itself Disqualified Stock) pursuant to a sinking fund
obligation or otherwise;


(2)                                  is
convertible or exchangeable for Indebtedness or Disqualified Stock (excluding
Capital Stock convertible or exchangeable solely at the option of the Company
or a Restricted Subsidiary; provided, however, that any such conversion or
exchange shall be deemed an Incurrence of Indebtedness or Disqualified Stock,
as applicable); or


(3)                                  is
redeemable or may become (in accordance with its terms) upon the occurrence of
certain events or otherwise redeemable or repurchasable at the option of the
holder thereof, in whole or in part,


in the
case of each of clauses (1), (2) and (3), on or prior to 180 days
following the Stated Maturity of the Notes; provided, however, that any Capital
Stock that would not constitute Disqualified Stock but for provisions thereof
giving holders thereof the right to require such Person to repurchase or redeem
such Capital Stock upon the occurrence of an “asset sale” or “change of control”
occurring prior to 180 days following the Stated Maturity of the Notes shall
not constitute Disqualified Stock if the “asset sale” or “change of control”
provisions applicable to such Capital Stock are not more favorable to the
holders of such Capital Stock than the provisions of Sections 4.10 and 4.15.


“EBITDA” for any period means the Consolidated Net Income for
such period plus, without duplication, the following to the extent deducted in
calculating such Consolidated Net Income of the Company and its Consolidated
Restricted Subsidiaries:


(1)                                  income
tax expense;


 



 9
 






 



 


(2)                                  Consolidated
Interest Expense;


(3)                                  depreciation
expense;


(4)                                  amortization
expense (excluding amortization expense attributable to a prepaid cash item
that was paid in a prior period);


(5)                                  all
other non-cash charges (excluding any such non-cash charge to the extent it
represents an accrual of or reserve for cash expenditures in any future period)
less all non-cash items of income (excluding any such non-cash item of income
to the extent it will result in receipt of cash payments in any future period);


(6)                                  other
cash charges for professional fees and services incurred in connection with the
planning, negotiating, documenting or other activities related to a proposed
financing, acquisition or disposition transaction involving a Permitted
Business if such transaction is abandoned;


(7)                                  the
amount of minority interest expense deducted in calculating Consolidated Net
Income;


(8)                                  the
amount of any restructuring charge deducted for such period in calculating
Consolidated Net Income;


(9)                                  recapitalization
items, net;


(10)                            share
of income or loss on equity Investments; and


(11)                            asset
impairments,


in each case for such period.


Notwithstanding
the foregoing, the provision for taxes based on the income or profits of, and
the depreciation and amortization and non-cash charges of, a Restricted
Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to
the extent (and in the same proportion) that the net income of such Restricted
Subsidiary was included in calculating Consolidated Net Income and only to the
extent that a corresponding amount would be permitted at the date of
determination to be dividended or distributed, directly or indirectly, to the
Company by such Restricted Subsidiary without breaching or violating a
restriction, directly or indirectly, applicable to such Restricted Subsidiary
(disregarding for this purpose any restriction permitted under clause (A), (C) (solely
to the extent relating to clause (A)) or (H) of Section 4.08(b)).


“Equity Offering” means a public or private sale for cash of
Capital Stock that is a sale of Capital Stock of the Company or any NTL Holding
Company (not including convertible debt or other equity-linked securities or
purchases of Capital Stock of the Company or any NTL Holding Company funded by
a sale of debt, convertible debt or other equity-linked securities of the
Company or any NTL Holding Company).


“Exchange Act”
means the U.S. Securities Exchange Act of 1934, as amended.



 10














 


 


“Existing Notes” means the £375 million of 9.75% Senior Notes
due 2014, the $425 million of Senior Notes due 2014 and the €225 million of
Senior Notes due 2014 issued by NTL Cable plc pursuant to an indenture dated April 13,
2004; and the “Existing Notes Issuer” means the issuer of such Notes, including
any successor issuer from time to time pursuant to the indenture governing the
Existing Notes.


“Fair Market Value” means, with respect to any asset or
Property, the price which could be negotiated in an arm’s-length transaction
between a willing seller and a willing buyer, neither of whom is under undue
pressure or compulsion to complete the transaction.


“GAAP” means generally accepted accounting principles in the
United States of America as in effect as of the Closing Date. All ratios and
computations based on GAAP contained in this Indenture shall be computed in
conformity with GAAP as in effect at the Closing Date.


“Group
Intercreditor Deed” means the Group Intercreditor Deed
originally entered into on March 3, 2006 and as amended from time to time,
between Deutsche Bank AG London as Facility Agent and Security Trustee, the
Original Borrowers, the Original Guarantors, the Senior Lenders, the Lessors,
the Lessees, the Hedge Counterparties, the Lessor’s Agent, the Intergroup
Debtors and the Intergroup Creditors (each as defined therein).


“Global
Notes” means, individually and collectively, the Global
Notes, substantially in the form of Exhibit A hereto (including the Global
Note Legend thereon and the “Schedule of Exchange of Interests in the
Global Note” attached thereto) issued in accordance with Section 2.01 or
2.06 hereof.


“Global
Note Legend” means the legend set forth in Section 2.06(f)(1) or
(2), as applicable, which is required to be placed on all Global Notes issued
under this Indenture.


“Guarantee” means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Indebtedness or other
obligation of any other Person and any obligation, direct or indirect,
contingent or otherwise, of such Person:


(1)                                  to
purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation of such other Person (whether arising by
virtue of partnership arrangements, or by agreement to keep-well, to purchase
assets, goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise); or


(2)                                  entered
into for purposes of assuring in any other manner the obligee of such
Indebtedness or other obligation of the payment thereof or to protect such
obligee against loss in respect thereof (in whole or in part);


provided,
however, that the term “Guarantee” shall
not include endorsements for collection or deposit in the ordinary course of
business or (ii) a contractual commitment by a Person to make an
Investment in another Person so long as such Investment is reasonably expected
to constitute a Permitted Investment under clause (1) or (2) of the
definition of “Permitted Investment.” 
The term “Guarantee” used as a verb has a corresponding meaning. The
term “Guarantor” shall mean any Person Guaranteeing any obligation.


“Hedging Obligations” of any Person means the obligations of
such Person pursuant to any Interest Rate Agreement or any Currency Agreement.


“Holder” means
each Person in whose name the Notes are registered on the Registrar’s books.


 



 11
 






 



 


“Holdings” has the meaning assigned to it in the preamble to
this Indenture.


“Incur” means issue, assume, Guarantee, incur or otherwise
become liable for; provided, however, that any Indebtedness or Capital Stock of
a Person existing at the time such Person becomes a Subsidiary (whether by
merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred
by such Person at the time it becomes a Subsidiary. The term “Incurrence” when
used as a noun shall have a correlative meaning.


Solely for
purposes of determining compliance with Section 4.09, the following will
not be deemed to be the Incurrence of Indebtedness: (1) amortization of
debt discount or the accretion of principal with respect to a non-interest
bearing or other discount security; (2) the payment of regularly scheduled
interest in the form of additional Indebtedness of the same instrument or the
payment of regularly scheduled dividends on Capital Stock in the form of
additional Capital Stock of the same class and with the same terms; (3) the
obligation to pay a premium in respect of Indebtedness arising in connection
with the issuance of a notice of redemption or the making of a mandatory offer
to purchase such Indebtedness; and (4) a change in GAAP that results in an
obligation of such Person that exists at such time, and is not theretofore
classified as Indebtedness, becoming Indebtedness.


“Indebtedness” means, with respect to any Person on any date
of determination, without duplication:


(1)                                  the
principal of and premium (if any) in respect of indebtedness of such Person for
borrowed money;


(2)                                  the
principal of and premium (if any) in respect of obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments (other than
loan notes or similar instruments issued solely by way of consideration for the
acquisition of assets in order to defer capital gains or equivalent taxes where
such loan notes or similar instruments are not issued for the purpose of
financing but are issued for tax purposes);


(3)                                  all
obligations of such Person in respect of letters of credit, bankers’
acceptances or other similar instruments (including reimbursement obligations
with respect thereto), other than reimbursement obligations with respect to
letters of credit securing obligations (other than obligations described in
(1), (2) and (5) of this definition) entered into in the ordinary
course of business of such Person to the extent such letters of credit are not
drawn upon or, if and to the extent drawn upon such drawing is reimbursed no
later than the fifth Business Day following receipt by such Person of a demand
for reimbursement following payment of the letter of credit;


(4)                                  all
obligations of such Person to pay the deferred and unpaid purchase price of
Property or services (except Trade Payables), which purchase price is due more
than six months after the date of placing such Property in service or taking
delivery and title thereto or the completion of such services and whose primary
purpose is for financing;


(5)                                  all
Capitalized Lease Obligations and all Attributable Debt of such Person;


(6)                                  the
amount of all obligations of such Person with respect to the redemption,
repayment or other repurchase of any Disqualified Stock or, with respect to any
Subsidiary of such Person, any Preferred Stock (but excluding, in each case,
any accrued dividends);


 



 12
 






 



 


(7)                                  all
obligations referred to in other clauses of this definition of other Persons
secured by a Lien on any asset of such Person, whether or not such Indebtedness
is assumed by such Person; provided, however, that the amount of Indebtedness
of such Person shall be the lesser of: (A) the Fair Market Value of such
asset at such date of determination and (B) the amount of such
Indebtedness of such other Persons;


(8)                                  Hedging
Obligations of such Person; and


(9)                                  all
obligations of the type referred to in clauses (1) through (8) of
other Persons and all dividends of other Persons for the payment of which, in
either case, such Person is responsible or liable, directly or indirectly, as
obligor, guarantor or otherwise, including by means of any Guarantee.


The amount of
Indebtedness of any Person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above and the maximum
liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations at such date as determined in
accordance with GAAP. The amount of Indebtedness under Hedging Obligations of a
Person will be calculated by reference to the net liability of such Person
thereunder (as determined in accordance with GAAP as of the date of the most
recent financial statements distributed to Holders under Section 4.03).


“Indenture”
means this Indenture, as amended or supplemented from time to time.


“Independent Financial Advisor” means an investment banking,
financial advisory, valuation or accounting firm of international standing or
any third-party appraiser of international standing; provided that such firm or
appraiser is not an Affiliate of the Company.


“Indirect
Participant” means a Person who holds a beneficial interest
in a Global Note through a Participant.


“Initial
Notes” means the $550,000,000 aggregate principal amount
of Notes issued under this Indenture on the date hereof.


“Intercreditor
Deed” means the Intercreditor Deed first entered into among
the Issuer, NTLIH, Credit Suisse First Boston, The Bank of New York and the
senior lenders party thereto, on the closing date of the issuance of the
Existing Notes, as the same may be amended, modified, supplemented, extended or
replaced from time to time, in each case in accordance with the terms of the
Indenture, including by the accession of the Trustee thereto.


“Interest Rate Agreement” means with respect to any Person
any interest rate protection agreement, interest rate future agreement,
interest rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedge agreement or
other similar agreement or arrangement to which such Person is party or of
which it is a beneficiary.


“Intermediate
Guarantors” collectively means the Company, Holdings, UK
Holdco, NTL Communications Limited and any future Subsidiary of the Company of
which the Issuer is a Subsidiary, which future Subsidiary shall be required to
Guarantee the Notes on a senior basis in accordance with Section 11.06
hereof.  The guarantee of the Notes by
each Intermediate Guarantor is referred to as an “Intermediate Guarantee.”


“Investment” in
any Person means any direct or indirect advance, loan (other than advances to
customers in the ordinary course of business that are of a type that will be
recorded as accounts receivable


 



 13
 






 



 


on the
balance sheet of the lender) or other extension of credit (including by way of
Guarantee or similar arrangement) or capital contribution to (including by
means of any transfer of cash or other Property to others or any payment for
Property or services for the account or use of others), or any purchase or
acquisition of Capital Stock, Indebtedness or other similar instruments issued
by such Person, or any prepayment, repayment, repurchase, redemption,
retirement, refinancing or defeasance of Indebtedness of such Person, together
with all items that are or would be classified as investments on a balance
sheet prepared in accordance with GAAP. For purposes of Sections 4.07 and 4.17
of this Indenture:


(1)                                  “Investment”
shall include the portion (proportionate to the Company’s equity interest in such
Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the
Company at the time that such Subsidiary is designated an Unrestricted
Subsidiary; provided, however, that upon a redesignation of such Subsidiary as
a Restricted Subsidiary, the Company shall be deemed to continue to have a
permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive)
equal to:


(A)                              the Company’s “Investment”
in such Subsidiary at the time of such redesignation, less


(B)                                the portion (proportionate
to the Company’s equity interest in such Subsidiary) of the Fair Market Value
of the net assets of such Subsidiary at the time of such redesignation; and


(2)                                  any
Property transferred to or from an Unrestricted Subsidiary shall be valued at
its Fair Market Value at the time of such transfer.


“Issuer” has
the meaning assigned to it in the preamble to this Indenture.


“Legal Holiday” means a Saturday, Sunday or other day on
which banking institutions are not required by law or regulation to be open in
the State of New York or London, England.


“Leverage Ratio” means the ratio of:


(1)                                  the
outstanding Indebtedness of the Company and its Consolidated Restricted
Subsidiaries, to


(2)                                  the
Pro Forma EBITDA.


“Lien” means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any conditional sale or other title
retention agreement or lease in the nature thereof).


“Member State” means any country that was a member of the
European Union as of the date of this Indenture.


“Merger” means the merger of NTL Incorporated (as it was then
named) with Neptune Bridge Borrower, LLC, a Delaware limited liability company,
pursuant to the terms and conditions of the agreement and plan of merger dated
as of 2 October 2005 (as amended and restated on 14 December 2005 and
30 January 2006), and the subsequent reorganization, recapitalization and
refinancing in connection therewith.


“Merger Date”
means March 3, 2006.


 



 14
 






 



 


“Moody’s” means Moody’s Investors Service, Inc.
or any successor to its rating business.


“Net Available Cash” from an Asset Disposition means cash
payments received (including, only when and as received, any cash payments
received by way of deferred payment of principal pursuant to a note or
installment receivable or otherwise and proceeds from the sale or other
disposition of any securities received as consideration, but excluding any
other consideration received in the form of assumption by the acquiring Person
of Indebtedness or other obligations relating to the properties or assets that
are the subject of such Asset Disposition or received in any other non-cash
form) therefrom, in each case net of:


(1)                                  all
legal, accounting and investment banking fees and expenses, title and recording
tax expenses, commissions and other fees and expenses incurred, and all
national, regional, state, provincial, foreign and local taxes required to be
paid as a consequence of such Asset Disposition,


(2)                                  all
payments made on any Indebtedness which is secured by any assets subject to
such Asset Disposition, in accordance with the terms of any Lien upon or other
security agreement of any kind with respect to such assets, or which must by
its terms, or in order to obtain a necessary consent to such Asset Disposition,
or by applicable law be repaid out of the proceeds from such Asset Disposition,


(3)                                  all
distributions and other payments required to be made to minority interest
holders in Subsidiaries or joint ventures as a result of such Asset Disposition
and


(4)                                  appropriate
cash amounts to be provided by the seller as a reserve, in accordance with
GAAP, against any liabilities associated with the Property or other assets
disposed of in such Asset Disposition and retained by the Company, the Issuer
or any Restricted Subsidiary after such Asset Disposition.


“Net Cash Proceeds,” with respect to any issuance or sale of
Capital Stock, means the cash proceeds of such issuance or sale net of
attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees,
discounts or commissions and brokerage, consultant and other fees actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.


“New Credit Facility” means the Senior Facilities Agreement
between Telewest Global, Incorporated (renamed NTL Incorporated) as Ultimate
Parent and the other parties thereto, as the same may be amended, modified,
supplemented, extended or replaced from time to time, in each case in
accordance with the terms of the Indenture.


“Non-Recourse Debt” means Indebtedness:


(1)                                  as
to which neither the Company, the Issuer nor any other Restricted Subsidiary (a) provides
any Guarantee or credit support of any kind (including any undertaking,
Guarantee, indemnity, agreement or instrument that would constitute
Indebtedness) or (b) is directly or indirectly liable (as a guarantor or
otherwise);


(2)                                  no
default with respect to which (including any rights that the holders thereof
may have to take enforcement action against an Unrestricted Subsidiary) would
permit (upon notice, lapse of time or both) any holder of any other
Indebtedness of the Company, the Issuer or any other Restricted Subsidiary to
declare a default under such other


 



 15
 






 



 


Indebtedness or cause the
payment thereof to be accelerated or payable prior to its stated maturity; and


(3)                                  the
explicit terms of which provide there is no recourse against any of the assets
of the Company, the Issuer or any other Restricted Subsidiary.


“Note
Guarantor” means the Parent, each Intermediate Guarantor, the
Senior Subordinated Subsidiary Guarantor, and each Additional Subsidiary
Guarantor.  The guarantee of the Notes by
each Note Guarantor is referred to as a “Note Guarantee.”


“Notes” means the Initial Notes, along with any Additional
Notes that may be issued pursuant to the terms of this Indenture.


“NTL Holding Company” means any Person of which the Issuer is
a Wholly Owned Subsidiary.


“NTLIH” has
the meaning assigned to it in the preamble to this Indenture.


“Officer” of a Person means the Chairman of the Board, the
Chief Executive Officer, the Chief Financial Officer, Deputy Chief Financial
Officer, the President, any Vice President, the Treasurer, Assistant Treasurer,
the Secretary or Assistant Secretary, or any Director.


“Officer’s Certificate” means a certificate signed by an
Officer.


“Opinion of Counsel” means a written opinion from legal
counsel of recognized standing in a form reasonably satisfactory to the
addressee of such opinion. The counsel may be an employee of or counsel to the
Issuer or the Trustee.


“Parent”
has the meaning assigned to it in the preamble to this Indenture.


“Parent
Guarantee” means the guarantee of the Notes by the Parent.


“Participant”
means, with respect to any Depositary, a Person who is a participant of or has
an account with such Depositary (and, with respect to DTC, shall include
Euroclear and Clearstream, Luxembourg).


“Permitted Business” means any business engaged in by the
Company, the Issuer or any other Restricted Subsidiary on the Closing Date and
any Related Business.


“Permitted Investment” means an Investment by the Company,
the Issuer or any other Restricted Subsidiary in:


(1)                                  the
Company, any Restricted Subsidiary or a Person that will, upon the making of
such Investment, become a Restricted Subsidiary;


(2)                                  another
Person if as a result of such Investment such other Person is merged or
consolidated with or into, or transfers or conveys all or substantially all its
assets to, the Company or any Restricted Subsidiary;


(3)                                  cash
and Temporary Cash Investments;


(4)                                  receivables
owing to the Company, the Issuer or any other Restricted Subsidiary if created
or acquired in the ordinary course of business and payable or dischargeable in


 



 16
 






 



 


accordance with customary
trade terms; provided, however, that such
trade terms may include such concessionary trade terms as the Company, the Issuer
or any such Restricted Subsidiary deems reasonable under the circumstances;


(5)                                  payroll,
travel and similar advances to cover matters that are expected at the time of
such advances ultimately to be treated as expenses for accounting purposes and
that are made in the ordinary course of business;


(6)                                  loans,
advances or Guarantees of loans or advances to employees (including for
relocation) made in the ordinary course of business of the Company or such
Restricted Subsidiary and not exceeding £5 million in the aggregate outstanding
at any one time;


(7)                                  shares,
obligations or securities received in settlement of debts created in the
ordinary course of business and owing to the Company, the Issuer or any other
Restricted Subsidiary or in satisfaction of judgments;


(8)                                  any
Person to the extent such Investment represents the non-cash portion of the
consideration received for an Asset Disposition that was made pursuant to and
in compliance with Section 4.10 hereof;


(9)                                  any
Person, if such Investment is in existence on the Closing Date and any
Investment in any Person to the extent such Investment Refinances an Investment
in such Person existing on the Closing Date in an amount not exceeding the
amount of the Investment being Refinanced; provided, however,
that such new Investment is on terms and conditions no less favorable to the
Company, the Issuer or any other Restricted Subsidiary than the Investment
being Refinanced;


(10)                            Guarantees
permitted to be Incurred by Section 4.09 hereof;


(11)                            loans
granted as a result of a subscriber being allowed terms, in the ordinary course
of trade, whereby it does not have to pay for services provided to it for a
period of time after the provision of such services;


(12)                            the
BBC Guarantees;


(13)                            lease,
utility and workers’ compensation, performance and other similar deposits made
in the ordinary course of business;


(14)                            Hedging
Obligations permitted under this Indenture;


(15)                            repurchases
of the Notes;


(16)                            Investments
resulting from the disposition of assets in transactions excluded from the
definition of “Asset Disposition” pursuant to the exclusions from such
definition;


(17)                            any
Person where such Investment was acquired by the Company, the Issuer or any
other Restricted Subsidiary (i) in exchange for any other Investment or
accounts receivable held by the Company, the Issuer or any such Restricted
Subsidiary in connection with or as a result of a bankruptcy, workout,
reorganization or recapitalization of the issuer of such other Investment or
accounts receivable or (ii) as a result of a foreclosure by the


 



 17
 






 



 


Company, the Issuer or
any such Restricted Subsidiary with respect to any secured Investment or other
transfer of title with respect to any secured Investment in default;


(18)                            any
Receivables Subsidiary organized in connection with a Qualified Receivables
Transaction that, in the good faith determination of the Company, are necessary
or advisable to effect such Qualified Receivables Transaction; and


(19)                            any
Person; provided, however, that such Investment
(having a Fair Market Value measured on the date such Investment was made and
without giving effect to subsequent changes in value), when taken together with
all other Investments made pursuant to this clause (19) since the Closing Date,
shall not exceed at the time the Investment is made the greater of (a) 2.0%
of Total Assets or (b) £100 million; provided, further, however,
that Investments made in any Unrestricted Subsidiary pursuant to this clause
(19) shall not increase the amount of Restricted Payments permitted to be made
under Section 4.07 upon any redesignation of any such Unrestricted
Subsidiary as a Restricted Subsidiary.


“Permitted Joint Ventures” means one or more joint ventures
formed by (i) the contribution of all or any part of the Content Business
to a joint venture formed by the Company or any of its Restricted Subsidiaries
with one or more joint venturers; and (ii) the contribution of some or all
of the assets of the Ntl:Telewest Business Division pursuant to a Business
Division Transaction to a joint venture formed by the Company or any of its
Restricted Subsidiaries with one or more joint venturers.


“Permitted Liens” means, with respect to any Person:


(1)                                  pledges
or deposits by such Person under worker’s compensation laws, unemployment
insurance laws or similar legislation, or good faith deposits in connection
with bids, tenders, contracts (other than for the payment of Indebtedness) or
leases to which such Person is a party, or deposits to secure public or
statutory obligations of such Person or deposits of cash or Temporary Cash
Investments to secure surety or appeal bonds to which such Person is a party,
or deposits as security for contested taxes or customs duties in connection
with the importation of goods or for the payment of rent, in each case Incurred
in the ordinary course of business;


(2)                                  Liens
imposed by law, such as statutory Liens for landlords and carriers’,
warehousemen’s and mechanics’ Liens, in each case for sums not yet delinquent
or being contested in good faith or other Liens arising out of judgments or
awards against such Person with respect to which such Person shall then be
proceeding with an appeal or other proceedings for review;


(3)                                  Liens
for taxes, assessments or government charges or claims not yet due or payable
or subject to penalties for non-payment or which are being contested in good
faith;


(4)                                  Liens
in favor of issuers of surety bonds, performance bonds or letters of credit,
bankers’ acceptances or other obligations of a like nature provided by the
Company or a Restricted Subsidiary in the ordinary course of business;


(5)                                  survey
exceptions, encumbrances, easements or reservations of, or rights of others
for, licenses, rights-of-way, sewers, electric lines, utility agreements,
telegraph and telephone lines and other similar purposes, or zoning or other
restrictions as to the use of real property or Liens incidental to the conduct
of the business of such Person or to the ownership of its properties which were
not Incurred in connection with Indebtedness and


 



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which do not in the aggregate
materially adversely affect the value of said properties or materially impair
their use in the operation of the business of such Person;


(6)                                  Liens
securing Purchase Money Indebtedness and Capitalized Lease Obligations Incurred
to finance the construction, purchase or lease of, or repairs, improvements or
additions to, assets or Property of such Person; provided, however, that the
Lien may not extend to any other assets or Property owned by such Person or any
of its Subsidiaries at the time the Lien is Incurred, and the original
principal amount of the Indebtedness secured by the Lien may not be Incurred
more than 180 days after the later of the acquisition, completion of
construction, repair, improvement, addition or commencement of full operation
of the Property subject to the Lien;


(7)                                  Liens
to secure Bank Indebtedness Incurred pursuant to clause (1) of Section 4.09(b) (to
the extent relating to Bank Indebtedness or Permitted Public Debt) and Liens to
secure Indebtedness (including Bank Indebtedness and Permitted Public Debt but
not including Public Debt that is not Permitted Public Debt) Incurred pursuant
to paragraph (a) or clause (4) of paragraph (b) (to the extent
relating to paragraph (a)) of Section 4.09;


(8)                                  Liens
existing on the Closing Date;


(9)                                  Liens
on Property or shares of another Person at the time such other Person becomes a
Subsidiary of such Person; provided, however, that such Liens are not created,
Incurred or assumed in connection with, or in contemplation of, such other
Person becoming such a Subsidiary; provided further, however, that such Liens
do not extend to any other Property owned by such Person or any of its
Subsidiaries unless otherwise permitted hereunder;


(10)                            Liens
on Property at the time such Person or any of its Subsidiaries acquires the
Property, including any acquisition by means of a merger or consolidation with
or into such Person or any Subsidiary of such Person; provided, however, that
such Liens are not created, Incurred or assumed in connection with, or in contemplation
of, such acquisition; provided further, however, that the Liens do not extend
to any other Property owned by such Person or any of its Subsidiaries unless
otherwise permitted hereunder;


(11)                            Liens
securing Indebtedness or other obligations of a Subsidiary of such Person owing
to a Restricted Subsidiary or the Issuer (other than Indebtedness or other
obligations owing by an Additional Subsidiary Guarantor to a Subsidiary that is
not an Additional Subsidiary Guarantor);


(12)                            Liens
securing Hedging Obligations permitted to be Incurred under the Indenture so
long as such obligations relate to Indebtedness that is, and is permitted under
the Indenture to be, secured by a Lien on the same Property securing such
obligations or cash collateral or customary Liens Incurred in connection with
Hedging Obligations;


(13)                            Liens
to secure any Refinancing (or successive Refinancings) as a whole, or in part,
of any Indebtedness secured by any Lien referred to in the foregoing clauses
(6), (8), (9) and (10); provided, however, that:


(A)                                  such
new Lien shall be limited to all or part of the same Property that secured the
original Lien (plus improvements to or on such Property) and


 



 19
 






 



 


(B)                                the Indebtedness
secured by such Lien at such time is not increased to any amount greater than
the sum of:


(i)                                     the outstanding
principal amount or, if greater, committed amount of the Indebtedness secured
by Liens described under clause (6), (8), (9) or (10) at the time the
original Lien became a Permitted Lien under the Indenture; and


(ii)                                  an amount necessary
to pay any fees and expenses, including premiums, related to such Refinancings;


(14)                            Liens
securing the Notes, the Intermediate Guarantees, the Additional Subsidiary
Guarantees and other obligations of the Company and any Restricted Subsidiaries
under the Indenture;


(15)                            Liens
of a Restricted Subsidiary that is not an Intermediate Guarantor, the Issuer or
an Additional Subsidiary Guarantor securing Indebtedness of a Restricted
Subsidiary that is not an Intermediate Guarantor, the Issuer or an Additional
Subsidiary Guarantor;


(16)                            Liens
in favor of any Intermediate Guarantor, the Issuer or an Additional Subsidiary
Guarantor;


(17)                            Liens
to secure Receivables and Related Assets as part of a Qualified Receivables
Transaction;


(18)                            Liens
arising by virtue of any statutory or common law provisions (or by agreement to
the same effect) relating to banker’s Liens, contractual rights of set-off or
similar rights and remedies as to deposit accounts or other funds maintained
with a depository or financial institution;


(19)                            Liens
arising from U.S. Uniform Commercial Code financing statement filings (or
similar filings in other applicable jurisdictions) regarding operating leases
entered into by the Person in the ordinary course of business;


(20)                            Liens
in connection with any Sale/Leaseback Transaction permitted pursuant to Section 4.16
hereof;


(21)                            Liens
Incurred as part of a transaction described in the Steps Paper; and


(22)                            Liens
Incurred in the ordinary course of business of any Intermediate Guarantor or
any Restricted Subsidiary with respect to obligations (other than Indebtedness
for borrowed money) that do not exceed £50 million at any time outstanding.


“Permitted
Public Debt” means any Secured Debt that is Public Debt of
the Issuer and its Restricted Subsidiaries, the incurrence of which would not,
on a pro forma basis, cause the ratio of (1) the outstanding Indebtedness
of the Issuer and its Consolidated Restricted Subsidiaries that is Secured
Indebtedness, to (2) the Pro Forma EBITDA, to exceed 3.75:1.0.


“Permitted Sit-up Payments”
means the payment of preference distributions in accordance with the terms and
conditions of the outstanding redeemable preference shares of Sit-up, provided
that the aggregate amount of all such preference distributions paid in any
financial year shall not exceed £1,000


 



 20
 






 



 


and
any payment with respect to the purchase or redemption by the Company or any
Restricted Subsidiary of all or any portion of the outstanding redeemable
preference shares of Sit-up pursuant to the terms of the Sit-up Acquisition
Documents (including any such payment as may be permitted under the articles of
association of Sit-up);


“Person” means any individual, corporation, partnership,
limited liability company, joint venture, association, joint stock company,
trust, unincorporated organization, government or any agency or political
subdivision thereof or any other entity.


“Preferred Stock,” as applied to the Capital Stock of any
Person, means Capital Stock of any class or classes (however designated) that
is preferred as to the payment of dividends, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
Person, over shares of Capital Stock of any other class of such Person.


“principal” of a Note means the principal of the Note plus
the premium, if any, payable on the Note which is due or overdue or is to
become due at the relevant time.


“Pro Forma EBITDA” means, for any period, the EBITDA of the
Company and its Consolidated Restricted Subsidiaries, after giving effect to
the following:


if:


(1)                                  since
the beginning of such period, the Company or any Restricted Subsidiary shall
have made any Asset Disposition or an Investment (by merger or otherwise) in
any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary)
or an acquisition (including the Merger);


(2)                                  the
transaction giving rise to the need to calculate Pro Forma EBITDA is such an
Asset Disposition, Investment or acquisition; or


(3)                                  since
the beginning of such period any Person that subsequently became a Restricted
Subsidiary or was merged with or into the Company or any Restricted Subsidiary
since the beginning of such period shall have made such an Asset Disposition,
Investment or acquisition,


 


EBITDA
for such period shall be calculated in good faith by a responsible financial or
accounting officer of the Company after giving pro forma effect to such Asset
Disposition, Investment or acquisition as if such Asset Disposition (and the
application of the proceeds therefrom), Investment or acquisition occurred on
the first day of such period.


“Property” means, with respect to any Person, any interest of
such Person in any kind of property or asset, whether real, personal or mixed,
or tangible or intangible, including Capital Stock in, and other securities of,
any other Person.


“Public Debt” means any
Indebtedness consisting of bonds, debentures, notes or other similar debt
securities issued in (1) a public offering registered under the Securities
Act or (2) a private placement to institutional investors that is
underwritten for resale in accordance with Rule 144A or Regulation S under
the Securities Act, whether or not it includes registration rights entitling
the holders of such debt securities to registration thereof with the SEC for
public resale. The term “Public Debt,” for the avoidance of doubt, shall not be
construed to include any Indebtedness issued to institutional investors in a
direct placement of such Indebtedness that is not underwritten by an
intermediary (it being understood that,


 



 21
 






 



 


without
limiting the foregoing, a financing that is distributed to not more than ten
Persons (provided that multiple managed accounts and Affiliates of any such
Persons shall be treated as one Person for the purposes of this definition)
shall not be deemed underwritten), or any Bank Indebtedness under any Credit
Facility, Capitalized Lease Obligation or recourse transfer of any financial
asset or any other type of Indebtedness Incurred in a manner not customarily
viewed as a “securities offering.”


“Purchase Money Indebtedness” means Indebtedness:


(1)                                  consisting
of the deferred purchase price of an asset, conditional sale obligations,
obligations under any title retention agreement and other purchase money
obligations, in each case where the maturity of such Indebtedness does not
exceed the anticipated useful life of the asset being financed, and


(2)                                  Incurred
to finance the acquisition by the Company or a Restricted Subsidiary of such
asset, including additions and improvements;


provided,
however, that the original principal
amount of such Indebtedness is Incurred within 180 days after the acquisition
by the Company or such Restricted Subsidiary of such asset.


“Qualified Receivables Transaction” means any transaction or
series of transactions that may be entered into by the Company, the Issuer or
any other Restricted Subsidiary pursuant to which the Company, the Issuer or
any other Restricted Subsidiary may sell, convey or otherwise transfer to:


(1)                                  a
Receivables Subsidiary (in the case of a transfer by the Company, the Issuer or
any other Restricted Subsidiary); and


(2)                                  any
other Person (in the case of a transfer by a Receivables Subsidiary),


or may
grant a security interest in, any Receivables and Related Assets.


“Receivables and Related Assets” means accounts receivable,
instruments, chattel paper, obligations, general intangibles and other similar
assets, including interests in merchandise or goods, the sale or lease of which
give rise to the foregoing, related contractual rights, Guarantees, insurance proceeds,
collections, other related assets and assets that are customarily transferred,
or in respect of which security interests are customarily granted, in
connection with asset securitization transactions involving accounts
receivable, and proceeds of all the foregoing.


“Receivables Fees” means distributions or payments made
directly or by means of discounts with respect to any participation interest
issued or sold in connection with, and other fees paid to a Person that is not
a Restricted Subsidiary in connection with, any Qualified Receivables
Transaction.


“Receivables Subsidiary” means a Subsidiary of the Company
that engages in no activities other than in connection with the financing of
accounts receivable and that is designated by the Board of Directors (as
provided below) as a Receivables Subsidiary and:


(1)                                  has
no Indebtedness or other Obligation (contingent or otherwise) that:


(A)                                  are
guaranteed by the Company, the Issuer or any Restricted Subsidiary, other than
contingent liabilities pursuant to Standard Securitization Undertakings;



 22














 


 


(B)                                are recourse to or
obligate the Company or any Restricted Subsidiary in any way other than
pursuant to Standard Securitization Undertakings; or


(C)                                subjects any Property
or assets of the Company or any Restricted Subsidiary, directly or indirectly,
contingently or otherwise, to the satisfaction thereof, other than pursuant to
Standard Securitization Undertakings;


(2)                                  has
no contract, agreement, arrangement or undertaking (except in connection with a
Qualified Receivables Transaction) with the Company or any Restricted
Subsidiary other than on terms no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from
Persons that are not Affiliates of the Issuer, other than fees payable in the
ordinary course of business in connection with servicing accounts receivables;
and


(3)                                  neither
the Company nor any Restricted Subsidiary has any obligation to maintain or
preserve such Receivables Subsidiary’s financial condition or cause such
Receivables Subsidiaries to achieve certain levels of operating results.


Any such
designation by the Board of Directors shall be evidenced to the relevant
Trustee by filing with such Trustee a copy of the resolution of the Board of
Directors giving effect to such designation and an Officer’s Certificate
certifying, to such Officer’s knowledge and belief after consulting with
counsel that such designation complied with the foregoing conditions.


“Refinance” means, in respect of any Indebtedness, to
refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or
to issue other Indebtedness exchange or replacement for, such Indebtedness. “Refinanced”
and “Refinancing” shall have correlative meanings.


“Refinancing Indebtedness” means any Indebtedness that
Refinances any other Indebtedness, including any successive Refinancings, so
long as:


(1)                                  such
Indebtedness is in an aggregate principal amount (or if Incurred with original
issue discount, an aggregate issue price) not in excess of the sum of:


(A)                                  the aggregate
principal amount (or if Incurred with original issue discount, the aggregate
accreted value) then outstanding of the Indebtedness being Refinanced, and


(B)                                    an amount necessary
to pay any fees and expenses, including premiums and defeasance costs, related
to such Refinancing,


(2)                                  the
Average Life of such Indebtedness is equal to or greater than the Average Life
of the Indebtedness being Refinanced,


(3)                                  the
Stated Maturity of such Indebtedness is no earlier than the Stated Maturity of
the Indebtedness being Refinanced, and


(4)                                  to
the extent such Indebtedness directly or indirectly Refinances Indebtedness of
a Restricted Subsidiary Incurred pursuant to clause (b)(5) of Section 4.09,
such Refinancing Indebtedness is Incurred only by such Restricted Subsidiary;


provided, however,
that Refinancing Indebtedness shall not include:


 



 23
 






 



 


(y)           Indebtedness of a Restricted
Subsidiary that is not an Intermediate Guarantor, the Issuer or an Additional
Subsidiary Guarantor that Refinances Indebtedness of an Intermediate Guarantor,
the Issuer or an Additional Subsidiary Guarantor or


(z)            Indebtedness of the Company or a
Restricted Subsidiary that Refinances Indebtedness of an Unrestricted
Subsidiary.


“Related Business” means any business related, ancillary or
complementary to the businesses of the Company, the Intermediate Guarantors,
the Issuer and the Restricted Subsidiaries on the Closing Date including,
without limitation, all forms of television, telephony and internet services
and any services relating to carriers, networks, broadcast or communications
services, or Content.


“Representative”
means the trustee, agent or representative (if any) for an issue of Senior
Indebtedness.


“Responsible
Officer” means any officer within the corporate trust and
agency department of the Trustee, including any vice president, assistant vice
president, assistant treasurer, trust officer or any other officer of the
Trustee who customarily performs functions similar to those performed by such
officers, or to whom any corporate trust matter is referred because of such
individual’s knowledge of and familiarity with the particular subject and who
shall have direct responsibility for the administration of this Indenture.


“Restricted Subsidiary” means the Issuer and any Subsidiary
of the Company other than an Unrestricted Subsidiary.


“S&P” means Standard and Poor’s Rating Service, a
division of McGraw-Hill Companies, Inc. or any successor to its rating
business.


“Sale/Leaseback Transaction” means an arrangement relating to
Property now owned or hereafter acquired by the Company or any Restricted
Subsidiary whereby the Company or any Restricted Subsidiary transfers such
Property to a Person and the Company or such Restricted Subsidiary leases it
from such Person, other than leases between the Company and any Restricted
Subsidiary or between Restricted Subsidiaries.


“SEC” means the U.S. Securities and Exchange Commission.


“Secured Indebtedness” means any Indebtedness of any Person
secured by a Lien.


“Securities Act” means the U.S. Securities Act of 1933, as
amended.


“Security
Trustee” means the security trustee under the Intercreditor
Deed or any successor thereto in its capacity as trustee under the
Intercreditor Deed or any Person acting in such capacity under an additional
intercreditor deed relating to the Notes.


 “Senior Default”
means an event of default in respect of Bank Indebtedness or Designated Senior
Indebtedness of the Senior Subordinated Subsidiary Guarantor other than a
Senior Payment Default.


“Senior Indebtedness” of the
Issuer, an Intermediate Guarantor or the Senior Subordinated Subsidiary
Guarantor means the principal of, premium (if any) and accrued and unpaid
interest on (including interest accruing on or after the filing of any petition
in bankruptcy or for reorganization of the


 



 24
 






 



 


Issuer
or such guarantor, regardless of whether or not a claim for post-filing
interest is allowed in such proceedings), and fees and other amounts owing in
respect of, Bank Indebtedness (including Hedging Obligations relating thereto)
and all other Indebtedness of the Issuer or such guarantor, as applicable,
whether outstanding on the Closing Date or thereafter Incurred, unless in the
instrument creating or evidencing the same or pursuant to which the same is
outstanding it is provided that such obligations are (a) subordinated in
right of payment to the Notes, in the case of Indebtedness of the Issuer, (b) are
subordinated in right of payment to an Intermediate Guarantor’s Note Guarantee,
in the case of Indebtedness of an Intermediate Guarantor, or (c) are
subordinated in right of payment to, or rank equally with, the Senior
Subordinated Subsidiary Guarantee, in the case of Indebtedness of NTLIH;
provided, however, that Senior Indebtedness of the Issuer, an Intermediate
Guarantor or a Subsidiary Guarantor shall not include:


(1)           any obligation of the Issuer, an
Intermediate Guarantor or a Subsidiary Guarantor to the Company or any
Restricted Subsidiary;


(2)           any liability for national, regional,
state, local or other taxes owed or owing by the Issuer or a guarantor, as
applicable, other than as required by law;


(3)           any accounts payable or other
liability to trade creditors arising in the ordinary course of business
(including Guarantees thereof or instruments evidencing such liabilities);


(4)           any Indebtedness or obligation of the
Issuer or such guarantor (and any accrued and unpaid interest in respect
thereof) that by its terms is subordinate or junior in any respect to any other
Indebtedness or obligation of the Issuer or such guarantor, as applicable,
including any Subordinated Obligations of the Issuer or such guarantor, as
applicable;


(5)           any obligations with respect to any
Capital Stock; or


(6)           any Indebtedness Incurred in
violation of this Indenture.


“Senior
Payment Default” means a failure to make a payment when due
in respect of Bank Indebtedness or Designated Senior Indebtedness of the Senior
Subordinated Subsidiary Guarantor.


“Senior
Subordinated Indebtedness” of the Senior Subordinated
Subsidiary Guarantor means any Indebtedness of the Senior Subordinated
Subsidiary Guarantor that specifically provides that such Indebtedness is to
rank equally with the Senior Subordinated Subsidiary Guarantee of the Senior
Subordinated Subsidiary Guarantor in right of payment and is not subordinated
by its terms in right of payment to any Indebtedness or other obligation of the
Senior Subordinated Subsidiary Guarantor which is not Senior Indebtedness.


“Senior
Subordinated Subsidiary Guarantor” has the meaning assigned
to it in the preamble to this Indenture. 
The guarantee of the Notes by the Senior Subordinated Subsidiary
Guarantor is referred to as the “Senior Subordinated Subsidiary Guarantee.”  The Senior Subordinated Subsidiary Guarantee
is subject to the provisions of the Intercreditor Deed.


“Significant Subsidiary”
means any Restricted Subsidiary that would be a “Significant Subsidiary” of the
Company within the meaning of Rule 1-02 under Regulation S-X promulgated
by the SEC.


 



 25
 






 



 


“Sit-up” means sit-up Limited, a company incorporated under
the laws of England and Wales with registered number 3877786 and having its
registered office at 179-181 The Vale, Acton, London W3 7RW.


“Sit-up Acquisition Documents” means each of:


(a)                                  the
share purchase deed between Screenshop and Alpine Situp LLC for the sale of
1,991,841 preference shares and 565,919 warrants to subscribe for ordinary
shares in the capital of Sit-up, dated 23 March 2005;


(b)                                 the
offer document dated on or about 10 May 2005 which describes the terms and
conditions of the recommended offer made by Screenshop to purchase the issued and
to be issued shares of Sit-up;


(c)                                  the
share purchase agreement between Screenshop, John Egan, Ashley Faull and
Christopher Manson dated on or around 10 May 2005;


(d)                                 the
subscription agreement between the Sit-up, Screenshop, Flextech Broadband
Limited, John Egan, Ashley Faull and Christopher Manson entered into on or
about 10 May 2005; and


(e)                                  any
other document related to the above designated as an “Sit-up Acquisition
Document” in writing to the Trustee by the Company.


“Standard Securitization Undertakings” means representations,
warranties, covenants and indemnities entered into by the Company, the Issuer
or any other Restricted Subsidiary that are customary in an accounts receivable
transaction.


“Stated Maturity” means, with respect to any security, the
date specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency beyond the control of the issuer unless such
contingency has occurred).


“Steps Paper” means the summary included in the prospectus of
the paper entitled “Proposed Flip Structure” as agreed between NTL and the
Bookrunners under the New Credit Facility as of the date thereof, setting out
the restructuring steps affecting the Telewest group and NTL group occurring
prior to, on and following the Merger Date.


“Sterling Equivalent” means with respect to any monetary
amount in a currency other than pounds sterling, at any time of determination
thereof, the amount of pounds sterling obtained by converting such foreign
currency involved in such computation into pounds sterling at the average of
the spot rates for the purchase and sale of pounds sterling with the applicable
foreign currency as quoted on or recorded in any recognized source of foreign
exchange rates within two Business Days prior to such determination. Whenever
it is necessary to determine whether the Issuer has complied with any covenant
in this Indenture or whether a Default has occurred and an amount is expressed
in a currency other than pounds sterling, such amount shall be treated as the
Sterling Equivalent determined as of the date such amount is initially
determined in such currency.


“Subordinated Obligation”
means any Indebtedness of the Issuer or a Note Guarantor (whether outstanding
on the Closing Date or thereafter Incurred) that is subordinate or junior in
right of payment to


 



 26
 






 



 


the
Notes (in the case of the Issuer) or the Note Guarantee (in the case of a Note
Guarantor) pursuant to a written agreement.


“Subsidiary” of any Person means any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of shares of Capital Stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by:


(1)                                  such
Person,


(2)                                  such
Person and one or more Subsidiaries of such Person or


(3)                                  one
or more Subsidiaries of such Person.


“Subsidiary Guarantee” means each Guarantee of the
obligations with respect to the Notes issued by a Subsidiary of the Issuer
pursuant to the terms of this Indenture.


“Subsidiary Guarantor” means the Senior Subordinated
Subsidiary Guarantor and any Person that has issued an Additional Subsidiary
Guarantee.


“Tax Sharing Agreement” means the tax
cooperation agreement entered into with effect as of the 3rd day of March,
2006, by and between (i) Parent and (ii) NTLIH and Telewest
Communications Networks Limited.


“Temporary Cash Investments” means any of the following:


(1)                                  any
investment in direct obligations of any country that is a Member State or the
United States of America or any agency thereof or obligations Guaranteed by any
country that is a Member State or the United States of America or any agency
thereof, and whose long-term debt is rated “A” (or such similar equivalent
rating) or higher by at least one nationally recognized statistical rating
organization (as defined in Rule 436 of the Securities Act);


(2)                                  investments
in checking accounts, time deposit accounts, certificates of deposit, bankers’
acceptances and money market deposits maturing within one year of the date of
acquisition thereof issued by a bank or trust company that is organized under
the laws of the United States of America, any state thereof or any foreign
country recognized by the United States of America having capital, surplus and
undivided profits aggregating in excess of £250 million (or the foreign
currency equivalent thereof) and whose long-term debt is rated “A” (or such
similar equivalent rating) or higher by at least one nationally recognized
statistical rating organization (as defined in Rule 436 of the Securities
Act);


(3)                                  repurchase
obligations with a term of not more than 60 days for underlying securities of
the types described in clause (1) above entered into with a bank meeting
the qualifications described in clause (2) above;


(4)                                  investments
in commercial paper, maturing not more than 180 days after the date of
acquisition, issued by a corporation (other than an Affiliate of the Issuer)
organized and in existence under the laws of the United States of America or
any foreign country recognized by the United States with a rating at the time
as of which any investment


 



 27
 






 



 


therein is made of “P-1”
(or higher) according to Moody’s Investors Service, Inc. or “A-1” (or
higher) according to Standard and Poor’s Ratings Service, a division of The
McGraw-Hill Companies, Inc. (“S&P”); and


(5)                                  investments
in securities with maturities of one year or less from the date of acquisition
issued or fully guaranteed by any country that is a Member State, any state,
commonwealth or territory of the United States of America, or by any political
subdivision or taxing authority thereof, and rated at least “A” by S&P or “A”
by Moody’s Investors Service, Inc.


“TIA”
means the U.S. Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb), as
in effect on the date on which this Indenture is qualified under the TIA.


“Total Assets” means, as of any date of determination, the
fixed assets and current assets shown on the most recent Consolidated balance
sheet of the Company as certified in an Officer’s Certificate delivered to the
Trustee.


“Trade Payables” means, with respect to any Person, any
accounts payable or any indebtedness or monetary obligation to trade creditors
created, assumed or Guaranteed by such Person arising in the ordinary course of
business in connection with the acquisition of goods or services.


“Tranche
C Loan” means a loan included in Tranche C of the New Credit
Facility.


“Treasury Rate” means the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release
H.15 (519) which has become publicly available at least two Business Days (but
not more than five Business Days) prior to the redemption date (or, if such
Statistical Release is not so published or available, any publicly available
source of similar market data selected by the Company in good faith)) most
nearly equal to the period from the redemption date to August 15, 2011;
provided, however, that if the period from the redemption date to August 15,
2011 is not equal to the constant maturity of a United States Treasury security
for which a weekly average yield is given, the Treasury Rate shall be obtained
by linear interpolation (calculated to the nearest one-twelfth of a year) from
the weekly average yields of United States Treasury securities for which such
yields are given, except that if the period from the redemption date to August 15,
2011 is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year shall be
used.


“Trustee” means the party named as such in this Indenture
until a successor replaces it and, thereafter, means the successor.


“Trust Indenture Act” means the U.S. Trust Indenture Act of
1939, as amended.


“Trust Officer” means any officer or assistant officer of the
Trustee assigned by the Trustee to administer its corporate trust matters.


“UK Holdco”
has the meaning assigned to it in the preamble to this Indenture.


“UKTV Joint Ventures” means any joint venture arrangement
relating to the Content Business in existence on the Closing Date or formed
thereafter by the Company or any of its Restricted Subsidiaries with BBC
Commercial Holdings Limited or any of its affiliates.


“Unrestricted Subsidiary”
means:


 



 28
 






 



 


(1)                                  any
Subsidiary of the Company that at the time of determination shall be designated
an Unrestricted Subsidiary by the Board of Directors in accordance with Section 4.17;
and


(2)                                  any
Subsidiary of an Unrestricted Subsidiary.


“U.S. Government Obligations” means securities that are (a) direct
obligations of the United States of America for the timely payment of which its
full faith and credit is pledged or (b) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of the United
States of America the timely payment of which is unconditionally guaranteed as
a full faith and credit obligation of the United States of America, which, in
either case, are not callable or redeemable at the option of the issuer
thereof, and shall also include a depositary receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act), as custodian with
respect to any such U.S. Government Obligations or a specific payment of
principal of or interest on any such U.S. Government Obligations held by such
custodian for the account of the holder of such depositary receipt; provided,
however, that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the U.S.
Government Obligations or the specific payment of principal of or interest on
the U.S. Government Obligations evidenced by such depositary receipt.


“Voting Stock” of a Person means all classes of Capital Stock
or other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees
thereof.


“Wholly Owned Subsidiary” means (1) in respect of any
Person, a Person, all of the Capital Stock of which (other than directors’
qualifying shares or an immaterial amount of shares required to be owned by
other Persons pursuant to applicable law or to ensure limited liability) is
owned by that Person directly or (2) indirectly by a Person that satisfies
the requirements of clause (1).


Section 1.02                                Other
Definitions.


	
  Term

  	
   

  	
  Defined in

  Section

  
	
   

  	
   

  	
   

  
	
  “Additional
  Amounts”

  	
   

  	
  2.13

  
	
  “Affiliate
  Transaction”

  	
   

  	
  4.11

  
	
  “Allocable
  Excess Proceeds”

  	
   

  	
  4.10

  
	
  “Authentication
  Order”

  	
   

  	
  2.02

  
	
  “Covenant
  Defeasance”

  	
   

  	
  8.03

  
	
  “DTC”

  	
   

  	
  2.03

  
	
  “Event
  of Default”

  	
   

  	
  6.01

  
	
  “Excess
  Proceeds Offer”

  	
   

  	
  4.10

  
	
  “Guaranteed
  Obligations”

  	
   

  	
  11.01

  
	
  “Initial
  Lien”

  	
   

  	
  4.12

  
	
  “Legal
  Defeasance”

  	
   

  	
  8.02

  
	
  “Offer
  Amount”

  	
   

  	
  3.09

  
	
  “Paying
  Agent”

  	
   

  	
  2.03

  
	
  “Purchase
  Date”

  	
   

  	
  3.09

  
	
  “Registrar”

  	
   

  	
  2.03

  
	
  “Relevant
  Taxing Jurisdiction”

  	
   

  	
  2.13

  
	
  “Repurchase
  Offer”

  	
   

  	
  4.15

  
	
  “Restricted
  Payment”

  	
   

  	
  4.07

  
	
  “Successor
  Company”

  	
   

  	
  5.01

  
	
  “Successor
  Guarantor”

  	
   

  	
  5.01

  
	
  “Tax
  Redemption Date”

  	
   

  	
  3.10

  
	
  “Taxes”

  	
   

  	
  2.13

  



 



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Section 1.03                                Incorporation
by Reference of Trust Indenture Act.


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


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


“Commission” means the SEC;


“indenture
securities” means the Notes;


“indenture
security Holder” means a Holder;


“indenture
to be qualified” means this Indenture;


“indenture
trustee” or “institutional trustee”
means the Trustee; and


“obligor”
on the Notes means the Issuer and any successor obligor upon the Notes.


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


Section 1.04                                Rules of
Construction.


Unless the context
otherwise requires:


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


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


(c)                                  “or”
is not exclusive;


(d)                                 “including”
means including without limitation;


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


(f)                                    “will”
shall be interpreted to express a command;


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


 



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(h)                                 references
to any person “acting reasonably” and correlative expressions shall be
construed to mean “acting reasonably in the interests of the Holders and having
regard to the duties of the Trustee to the Holders.”


ARTICLE 2

THE NOTES


Section 2.01                                Form and
Dating.


(a)           General.  The Notes shall be issued as senior unsecured
notes consisting of U.S. dollar-denominated 9.125% Senior Notes due 2016.  The Notes and the Trustee’s certificate of
authentication will be substantially in the form of Exhibit A hereto.  The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage.  Each Note will be dated the date of its
authentication.  The Notes shall be in
minimum denominations of $100,000 and integral multiples of $1,000 in excess
thereof.


The terms and
provisions contained in the Notes will constitute, and are hereby expressly
made, a part of this Indenture and the Issuer and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby. 
However, to the extent any provision of any Note conflicts with the
express provisions of this Indenture, the provisions of this Indenture shall
govern and be controlling.


(b)           Global Notes.  Notes issued in global form will be
substantially in the form of Exhibit A attached hereto (including the
Global Note Legend thereon and the “Schedule of Exchanges of Interests in
the Global Note” attached thereto). 
Notes issued in definitive form will be substantially in the form of Exhibit A
attached hereto (but without the Global Note Legend thereon and without the “Schedule of
Exchanges of Interests in the Global Note” attached thereto).  Each Global Note will represent outstanding
Notes of each such series as will be specified therein and each shall provide
that it represents the aggregate principal amount of outstanding Notes from
time to time endorsed thereon and that the aggregate principal amount of
outstanding Notes represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges and redemptions.  Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby will be made by the Trustee or the
Custodian therefor, at the direction of the Trustee, in accordance with Section 2.06
hereof.


Section 2.02                                Execution
and Authentication.


An Officer must
sign the Notes for the Issuer by manual or facsimile signature.


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


A Note will not be
valid until authenticated by the manual or facsimile signature of the
Trustee.  The signature will be
conclusive evidence that the Note has been authenticated under this Indenture.


On the Closing Date, the Trustee shall, upon receipt
of a written order of the Issuer signed by an Officer (an “Authentication
Order”), authenticate the Initial Notes for original issue up to
$550,000,000 in aggregate principal amount of 9.125% Senior Notes due 2016 and,
upon delivery of any Authentication Order at any time and from time to time
thereafter, the Trustee shall authenticate Additional Notes for original issue,
or Definitive Notes issued pursuant to Section 2.06 hereof, in an
aggregate principal amount specified in such Authentication Order.


 



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The Trustee may
appoint an authenticating agent acceptable to the Issuer to authenticate
Notes.  Any such appointment shall be
evidenced by an instrument signed by a Responsible Officer, a copy of which
shall be furnished to the Issuer.  Unless
limited by the terms of such appointment, an authenticating agent may
authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights
as an Agent to deal with Holders or an Affiliate of the Issuer.


Section 2.03                                Registrar
and Paying Agent.


The Issuer will
maintain offices or agencies where Notes may be presented for registration of
transfer or for exchange (each, a “Registrar”) and
offices or agencies where Notes may be presented for payment (each, a “Paying Agent”). 
Offices or agencies of the Registrar and Paying Agent for the Notes will
be maintained in the Borough of Manhattan, the City of New York, and, for so
long as the Notes are listed on the Luxembourg Stock Exchange and traded on the
Euro MTF market of the Luxembourg Stock Exchange, in Luxembourg.  The Registrar, acting as agent of the Issuer
solely for this purpose, will keep a register of the Notes and of their
transfer and exchange.  The Issuer may
appoint one or more co-registrars and one or more additional paying agents.  The term “Registrar” includes any
co-registrar and the term “Paying Agent” includes any additional paying
agent.  The Issuer may change any Paying
Agent or Registrar without notice to any Holder.  The Issuer will notify the Trustee in writing
of the name and address of any Paying Agent not a party to this Indenture.  If the Issuer fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee, acting as agent of
the Issuer solely for this purpose, shall act as such.  The Issuer or any of its Subsidiaries, acting
as agent of the Issuer solely for this purpose, may act as Registrar.


The Issuer
initially appoints The Depository Trust Company (“DTC”)
to act as Depositary with respect to the Global Notes.  A nominee of The Bank of New York will act as
Custodian with respect to the Global Notes.


The Issuer
initially appoints the Trustee to act as the Registrar and Paying Agent in New
York and London, and initially appoints The Bank of New York (Luxembourg) S.A.
to act as the Registrar and Paying Agent in Luxembourg.


Section 2.04                                Paying
Agent to Hold Money in Trust.


The Issuer will
require each Paying Agent other than the Trustee to agree in writing that the
Paying Agent will hold in trust for the benefit of Holders or the Trustee all
money held by the Paying Agent for the payment of principal, premium, if any,
or interest on the Notes, and will notify the Trustee of any default by the
Issuer in making any such payment.  Money
held in trust by a Paying Agent need not be segregated, except as required by
law, and in no event shall any Paying Agent be liable for interest on any money
received by it hereunder.  While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee.  The Issuer at any
time may require a Paying Agent to pay all money held by it to the Trustee and
to account for any funds disbursed by the Paying Agent.  Upon payment over to the Trustee, the Paying
Agent will have no further liability for the money.  Upon any bankruptcy or reorganization
proceedings relating to the Issuer, the Trustee and The Bank of New York
(Luxembourg) S.A. will serve as Paying Agents for the Notes.


Section 2.05                                Holder
Lists.


The Trustee will preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of all Holders and shall otherwise comply with TIA § 312(a).  If the Trustee is not the Registrar, the
Issuer will furnish to the Trustee at least five Business Days before


 



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each
interest payment date and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of the Holders and the Issuer shall
otherwise comply with TIA § 312(a).


Section 2.06                                Transfer
and Exchange.


(a)           Transfer and Exchange of
Global Notes.  A Global Note
may not be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.  All Global Notes of a series will be
exchanged by the Issuer for Definitive Notes if:


(1)           the Issuer delivers
to the Trustee notice from the Depositary (i) that such Depositary is
unwilling or unable to continue to act as Depositary and a successor Depositary
is not appointed by the Issuer within 120 days after the date of such
notice from the Depositary or (ii) that such Depositary is no longer a
clearing agency registered under the Exchange Act; or


(2)           there has occurred
and is continuing an Event of Default with respect to such Global Note.


Upon the
occurrence of any of the events listed in the preceding clauses (1) and (2) of
this Section 2.06(a), or if the Issuer, in its sole discretion, notifies
the Trustee in writing that it elects to cause the issuance of Definitive Notes
under this Indenture, the Issuer shall execute, and the Trustee shall, upon
receipt of an Authentication Order, authenticate and deliver Definitive Notes
of the series and in an aggregate principal amount equal to the principal
amount of the applicable Global Note tendered in exchange therefor.  The Issuer will, at the cost of the Issuer
(but against such indemnity as the Registrar or any relevant Agent may require
in respect of any tax or other duty of whatever nature which may be levied or
imposed in connection with such exchange), cause sufficient Definitive Notes to
be executed and delivered to the Trustee for authentication and the Registrar
for registration of the exchange and dispatch to the relevant Holders within 30
days of the relevant event.  The Trustee
or the Registrar shall, at the cost of the Issuer, deliver such Definitive
Notes to the Persons in whose names such Notes are so registered.  Definitive Notes issued in exchange for
beneficial interests in Global Notes pursuant to this Section 2.06(a) shall
be registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its Participants or Indirect
Participants or otherwise, shall instruct the Trustee. A Global Note may not be
exchanged for another Note other than as provided in this Section 2.06(a);
however, beneficial interests in a Global Note may be transferred and exchanged
as provided in Section 2.06(b), (c), (d) or (e) hereof.


(b)           Transfer and Exchange of
Beneficial Interests in the Global Notes.  The transfer and exchange of beneficial
interests in the Global Notes will be effected through the Depositary, in
accordance with the provisions of this Indenture and the Applicable Procedures.


(c)           Transfer or Exchange of Beneficial Interests for Definitive Notes.  If any one of the events listed in
clauses (1) to (2) of Section 2.06(a) has occurred or the
Issuer has elected pursuant to Section 2.06(a) to cause the issuance
of Definitive Notes, transfers or exchanges of beneficial interests in a Global
Note for a Definitive Note shall be effected.


If any Holder of a beneficial
interest in a Global Note proposes to exchange such beneficial interest for a
Definitive Note or to transfer such beneficial interest to a Person who takes
delivery thereof in the form of a Definitive Note, then the Trustee will, upon
instruction, cause the aggregate principal amount of the applicable Global Note
to be reduced accordingly pursuant to Section 2.06(g) hereof, and


 



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the Issuer will execute and,
upon receipt of an Authentication Order, the Trustee will authenticate and
deliver to the Person designated in the instruction to the Trustee a Definitive
Note in the appropriate principal amount. 
Any Definitive Notes issued in exchange for a beneficial interest
pursuant to this Section 2.06(c) will be registered in such name or
names and in such authorized denomination or denominations as the holder of
such beneficial interest requests through instructions to the Registrar from or
through the Depositary and the Participant or Indirect Participant.  The Trustee will deliver such Definitive
Notes to the Persons in whose names such Notes are so registered.


(d)           Transfer
and Exchange of Definitive Notes for Beneficial Interests.


A Holder of a Definitive Note
may exchange such Definitive Note for a beneficial interest in a Global Note or
transfer such Definitive Note to a Person who takes delivery thereof in the
form of a beneficial interest in a Global Note at any time.  Upon receipt of a request for such an
exchange or transfer, the Trustee will cancel the applicable Definitive Note
and increase or cause to be increased the aggregate principal amount of the
relevant Global Note.


(e)           Transfer and Exchange of
Definitive Notes for Definitive Notes.


Upon request by a Holder of
Definitive Notes, the Registrar will register the transfer or exchange of
Definitive Notes.  Prior to such
registration of transfer or exchange, the requesting Holder must present or
surrender to the Registrar the Definitive Notes duly endorsed or accompanied by
a written instruction of transfer in form satisfactory to the Registrar and
duly executed by such Holder or by its attorney, duly authorized in writing.


(f)            Legends.  The following legends will appear on the face
of all Global Notes issued under this Indenture unless specifically stated
otherwise in the applicable provisions of this Indenture.  Each Global Note will bear a legend in
substantially the following form:


“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS
HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS
GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF THE ISSUER.


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.  UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND


 



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ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”


(g)           Cancellation and/or
Adjustment of Global Notes. 
At such time as all beneficial interests in a particular Global Note
have been exchanged for Definitive Notes or a particular Global Note has been
redeemed, repurchased or canceled in whole and not in part, each such Global
Note will be returned to or retained and cancelled by the Trustee in accordance
with Section 2.11 hereof.  At any
time prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note or for Definitive Notes,
the principal amount of Notes represented by such Global Note will be reduced
accordingly and an endorsement will be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or transferred to a
Person who will take delivery thereof in the form of a beneficial interest in
another Global Note, such other Global Note will be increased accordingly and
an endorsement will be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.


(h)           General Provisions
Relating to Transfers and Exchanges.


(1)           To
permit registrations of transfers and exchanges, the Issuer will execute and
the Trustee will authenticate Global Notes and Definitive Notes upon receipt of
an Authentication Order or at the Registrar’s request.


(2)           No
service charge will be made to a Holder of a Global Note or to a Holder of a
Definitive Note for any registration of transfer or exchange, but the Issuer
may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such transfer
taxes or similar governmental charge payable upon exchange or transfer pursuant
to Sections 2.09, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).


(3)           The
Registrar will not be required to register the transfer of or exchange any Note
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part.


(4)           All
Global Notes and Definitive Notes issued upon any registration of transfer or
exchange of Global Notes or Definitive Notes will be the valid obligations of
the Issuer, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Global Notes or Definitive Notes surrendered upon such
registration of transfer or exchange.


(5)           The
Issuer will not be required:


(A)          to issue, to register the transfer of
or to exchange any Notes during a period beginning at the opening of business
15 days before the day of any selection of Notes for redemption under Section 3.02
hereof and ending at the close of business on the day of selection;


 



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(B)           to register the
transfer of or to exchange any Note selected for redemption in whole or in
part, except the unredeemed portion of any Note being redeemed in part; or


(C)           to register the
transfer of or to exchange a Note between a record date and the next succeeding
interest payment date.


(6)           Prior to due
presentment for the registration of a transfer of any Note, the Trustee, any
Agent and the Issuer may deem and treat the Person in whose name any Note is
registered as the absolute owner of such Note for the purpose of receiving
payment of principal of and interest on such Notes and for all other purposes,
and none of the Trustee, any Agent or the Issuer shall be affected by notice to
the contrary.


(7)           The Trustee will
authenticate Global Notes and Definitive Notes in accordance with the
provisions of Section 2.02 hereof.


(8)           All certifications,
certificates and Opinions of Counsel required to be submitted to the Registrar
pursuant to this Section 2.06 to effect a registration of transfer or
exchange may be submitted by facsimile.


Section 2.07                                Replacement
Notes.


If any mutilated
Note is surrendered to the Trustee or the Issuer or the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Note, the
Issuer will issue and the Trustee, upon receipt of an Authentication Order,
will authenticate a replacement Note if the Trustee’s requirements are
met.  If required by the Trustee or the
Issuer, an indemnity bond must be supplied by the Holder that is sufficient in
the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee,
any Agent and any authenticating agent from any loss that any of them may
suffer if a Note is replaced.  The Issuer
may charge for its expenses in replacing a Note.


If, after the
delivery of such replacement Note, a bona fide purchaser of the original Note
in lieu of which such replacement Note was issued presents for payment or
registration such original Note, the Trustee shall be entitled to recover such
replacement Note from the Person to whom it was delivered or any Person taking
therefrom, except a bona fide purchaser, and shall be entitled to recover upon
the security or indemnity provided therefor to the extent of any loss, damage,
cost or expense incurred by the Issuer, the Trustee, any Agent and any authenticating
agent in connection therewith.


Subject to the
provisions of the final sentence of the preceding paragraph of this Section 2.07,
every replacement Note is an obligation of the Issuer and shall be entitled to
all of the benefits of this Indenture equally and proportionately with all
other Notes duly issued hereunder.


Section 2.08                                Outstanding
Notes.


The Notes
outstanding at any time are all the Notes authenticated by the Trustee except
for those canceled by it, those delivered to it for cancellation, those
reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as
not outstanding.  Except as set forth in Section 2.09
hereof, a Note does not cease to be outstanding because the Issuer or an
Affiliate of the Issuer holds the Note; however,
Notes held by the Issuer or a Subsidiary of the Issuer shall not be deemed to
be outstanding for purposes of Section 3.07(c) hereof.



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If a Note is replaced pursuant to Section 2.07
hereof, it ceases to be outstanding unless the Trustee receives proof
satisfactory to it that the replaced Note is held by a bona fide purchaser in
whose hands such Note is a legal, valid and binding obligation of the Issuer.


If the entire principal amount and premium, if any, of
any Note is considered paid under Section 4.01 hereof, it ceases to be
outstanding and interest on it ceases to accrue.


If the Paying Agent holds, on a redemption date or
maturity date, money sufficient to pay Notes payable on that date, and is not
prohibited from paying such money to the Holders pursuant to the terms of this
Indenture, then on and after that date such Notes will be deemed to be no
longer outstanding and will cease to accrue interest.


Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an Agent
duly appointed in writing or may be embodied in or evidenced by an electronic
transmission which identifies the documents containing the proposal on which
such consent is requested and certifies such Holders’ consent thereto and
agreement to be bound thereby; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee, and where it is hereby expressly
required, to the Issuer.


Section 2.09                                Treasury
Notes.


In determining whether the Holders of the required
principal amount of Notes have concurred in any direction, waiver or consent,
Notes owned by the Issuer, or by any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Issuer,
will be considered as though not outstanding to the extent required in order to
qualify this Indenture under the TIA, except that for the purposes of
determining whether the Trustee will be protected in relying on any such
direction, waiver or consent, only Notes that a Responsible Officer of the
Trustee actually knows are so owned will be so disregarded.


Section 2.10                                Temporary
Notes.


Until certificates representing Notes are ready for
delivery, the Issuer may prepare and the Trustee, upon receipt of an
Authentication Order, will authenticate, temporary Notes.  Temporary Notes will be substantially in the
form of certificated Notes but may have variations that the Issuer considers
appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee.  Without unreasonable delay, the
Issuer will prepare and the Trustee will authenticate Definitive Notes in
exchange for temporary Notes.


Holders of temporary Notes will be entitled to all of
the benefits of this Indenture.


Section 2.11                                Cancellation.


The Issuer at any time may deliver Notes to the
Trustee for cancellation.  The Registrar
and Paying Agent will forward to the Trustee any Notes surrendered to them for
registration of transfer, exchange or payment. 
The Trustee and no one else will cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
will dispose of such canceled Notes (subject to the record retention
requirements of the Exchange Act) in its customary manner unless the Issuer
directs the Trustee to deliver canceled Notes to the Issuer.  The Issuer may not issue new Notes to replace
Notes that it has redeemed or paid or that have been delivered to the Trustee
for cancellation.



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Section 2.12                                Defaulted
Interest.


If the Issuer defaults in a payment of interest on the
Notes, it will pay the defaulted interest in any lawful manner plus, to the
extent lawful, interest payable on the defaulted interest, in accordance with
the terms hereof, to the Persons who are Holders on a subsequent special record
date, in each case at the rate provided in the Notes and in Section 4.01
hereof.  The Issuer will notify the
Trustee in writing of the amount of defaulted interest proposed to be paid on
each Note and the date of the proposed payment. 
The Issuer will fix or cause to be fixed each such special record date
and payment date in a manner reasonably satisfactory to the Trustee, provided that no such special record date may be less than
10 days prior to the related payment date for such defaulted
interest.  At least 10 days before
the special record date, the Issuer will mail or cause to be mailed to Holders
a notice that states the special record date, the related payment date and the
amount of such interest to be paid.


Section 2.13                                Additional
Amounts.


(a)           All payments made
under or with respect to the Notes or the Note Guarantees shall be made free
and clear of, and without withholding or deduction for or on account of, any
present or future tax, duty, levy, impost, assessment or other governmental
charge (including related penalties, interest and other liabilities)
(hereinafter, “Taxes”) imposed or levied by or on behalf of (1) the government
of the United Kingdom, (2) the United States, (3) any other jurisdiction in
which the Issuer or any Note Guarantor is organized or is otherwise resident
for tax purposes, (4) any jurisdiction from or through which payment is made
and (5) any political subdivision or governmental authority or agency of or in
any of the foregoing having the power to tax (each, a “Relevant Taxing
Jurisdiction”), unless the Issuer or any Note Guarantor is required to withhold
or deduct Taxes by law or by the interpretation or administration thereof.


(b)           If the Issuer or a
Note Guarantor is so required to withhold or deduct any amount for or on
account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment
made under or with respect to the Notes or the Note Guarantees, the Issuer or
the applicable Note Guarantor shall pay such additional amounts (“Additional Amounts”) as may be necessary so that the net
amount received by the Holders and beneficial owners (including Additional
Amounts) after such withholding or deduction will not be less than the amount
the Holders and beneficial owners would have received if such Taxes had not
been withheld or deducted; provided, however,
that the foregoing obligation to pay Additional Amounts does not apply to:


(1)           any Taxes that would not have been so
imposed but for the existence of any present or former connection between the
relevant Holder or beneficial owner (or between a fiduciary, settlor,
beneficiary, member or shareholder of, or possessor of power over, the relevant
Holder or beneficial owner, if the relevant Holder or beneficial owner is an
estate, nominee, trust, partnership or corporation) and the Relevant Taxing
Jurisdiction (other than the mere receipt of such payment or the ownership or
holding of such Note);


(2)           any estate, inheritance, gift, sales,
excise, transfer, personal property Tax or similar Tax;


(3)           any Taxes which are payable otherwise
than by withholding from payments of (or in respect of) principal of, or any
premium or interest on, the Notes;


(4)           any Taxes that are imposed or
withheld by reason of the failure to comply by the Holder or the beneficial
owner of a Note with a request by the Issuer addressed to the Holder or such
beneficial owner (A) to provide information concerning the nationality,
residence, identity



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or present or former connection with a Relevant
Taxing Jurisdiction of the Holder or such beneficial owner or (B) to make any
declaration or other similar claim or satisfy any certification, information or
reporting requirement, which, in the case of (A) or (B), is required or imposed
by a statute, treaty, regulation or administrative practice of the Relevant
Taxing Jurisdiction as a precondition to exemption from all or part of such
Tax;


(5)           any withholding or deduction imposed
on a payment to an individual required to be made pursuant to European Council
Directive 2003/48/EC or any other Directive implementing the conclusions of the
ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings
income or any law implementing or introduced in order to conform to, such
Directive;


(6)           any combination of items (1), (2),
(3), (4) and (5) above;


(7)           any Taxes that would not have been so
imposed, withheld or deducted if the beneficiary of the payment had presented
the Note for payment within 30 days after the date on which such payment or such
Note became due and payable or the date on which payment thereof is duly
provided for, whichever is later (except to the extent that such beneficiary
would have been entitled to Additional Amounts had the Note been presented on
the last day of the 30-day period);


(8)           any payment under or with respect to
a Note to any Holder who is a fiduciary or partnership or any Person other than
the sole beneficial owner of such payment, to the extent that a beneficiary or
settlor with respect to such fiduciary, a member of such a partnership or the
beneficial owner of such payment would not have been entitled to the Additional
Amounts had such beneficiary, settlor, member or beneficial owner been the
actual Holder of such Note; or


(9)           any withholding or deduction that is
imposed on a Note presented for payments by or on behalf of a Holder or
beneficial owner who would be able to avoid a withholding or deduction by
presenting the relevant Note to another Paying Agent in a Member State.


(c)           If the Issuer or any
Note Guarantor will be obligated to pay Additional Amounts with respect to any
payment under or with respect to the Notes or the relevant Note Guarantee, as
applicable, the Issuer or such Note Guarantor, as applicable, will deliver to
the Trustee at least 30 days prior to the date of that payment (unless the
obligation to pay Additional Amounts arises after the 30th day prior to that
payment date, in which case the Issuer or the Note Guarantor, as applicable,
shall notify the Trustee promptly thereafter but in no event later than two
Business Days prior to the date of payment) notice of payment in the form of an
Officer’s Certificate. In either circumstance, the Officer’s Certificate must
state that Additional Amounts will be payable and the amount so payable. The
Officer’s Certificate must also set forth any other information necessary to
enable the Paying Agent to pay Additional Amounts to Holders and beneficial
owners on the relevant payment date.


(d)           The Issuer will (i)
make such withholding or deduction and (ii) remit the full amount deducted or
withheld to the Relevant Taxing Jurisdiction in accordance with applicable
law.  The Issuer will provide the Trustee
with official receipts or other documentation satisfactory to the Trustee
evidencing the payment of the Taxes with respect to which Additional Amounts
are paid.  Certificated copies of such
receipts and such other documentation shall be made available to Holders upon
request and will be made available at the offices of the Paying Agent if the
Notes are then listed on the Luxembourg Stock Exchange.  The Issuer will attach to such copies an
Officer’s Certificate stating (x) that the amount of withholding Taxes
evidenced by such copies was paid in connection with any payment made under or



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with respect
to the Notes or any Note Guarantee and (y) the amount of such withholding Taxes
paid per £1,000 or $1,000 of Notes, as applicable.


(e)           Whenever in this
Indenture there is mentioned, in any context, the payment of principal,
purchase prices in connection with a purchase of Notes, interest, or any other
amount payable on or with respect to any of the Notes or any Note Guarantee,
that reference shall be deemed to include payment of Additional Amounts
provided for in this section to the extent that, in such context, Additional
Amounts are, were or would be payable in respect thereof.


(f)            The Issuer or a
Note Guarantor will pay any present or future stamp, court or documentary taxes
or any other excise or property taxes, charges or similar levies that arise in
any jurisdiction from the execution, delivery, enforcement or registration of
the Notes, the Note Guarantees, this Indenture or any other related document or
instrument, or the receipt of any payments with respect to the Notes or the
Note Guarantees, excluding taxes, charges or similar levies imposed by any
jurisdiction that is not a Relevant Taxing Jurisdiction, and the Issuer will
agree to indemnify the Holders or the Trustee for any such taxes paid by the
Holders or the Trustee.


(g)           The preceding
provisions of this Section 2.13 will survive any termination, defeasance or
discharge of this Indenture and shall apply mutatis mutandis
to any jurisdiction in which any successor Person to the Issuer or any Note
Guarantor is organized or any political subdivision or taxing authority or
agency thereof or therein.


Section 2.14                                Currency
Indemnity


(a)           The currency of
account and payment for all sums, including damages, payable by the Issuer or
any Note Guarantor under or in connection with the Notes is the U.S. dollar.
Any amount received or recovered in a currency other than U.S. dollars, whether
as a result of, or the enforcement of, a judgment or order of a court of any
jurisdiction, in the winding-up or dissolution of the Issuer or any Note
Guarantor or otherwise by any Holder of a Note, or by the Trustee, in respect
of any sum expressed to be due to it from the Issuer or any Note Guarantor will
only constitute a discharge to the Issuer or any Note Guarantor to the extent
of the U.S. dollar amount which the recipient is able to purchase with the
amount so received or recovered in that other currency on the date of that
receipt or recovery (or, if it is not practicable to make that purchase on that
date, on the first date on which it is practicable to do so).


(b)           If that U.S. dollar
amount is less than the U.S. dollar amount expressed to be due to the recipient
or the Trustee under any Note, the Issuer and any Note Guarantor will indemnify
them against any loss sustained by such recipient as a result. In any event,
the Issuer and any Note Guarantor will indemnify the recipient against the cost
of making any such purchase. For the purposes of this currency indemnity
provision, it will be prima facie
evidence of the matter stated therein for the Holder of a Note or the Trustee
to certify in a manner satisfactory to the Issuer (indicating the sources of
information used) the loss it incurred in making any such purchase. These
indemnities constitute a separate and independent obligation from the Issuer
and any Note Guarantor’s other obligations, will give rise to a separate and
independent cause of action, will apply irrespective of any waiver granted by
any Holder or the Trustee (other than a waiver of the indemnities set out
herein) and will continue in full force and effect despite any other judgment,
order, claim or proof for a liquidated amount in respect of any sum due under
any Note or to the Trustee.



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ARTICLE 3

REDEMPTION AND PREPAYMENT


Section 3.01                                Notices
to Trustee.


If the Issuer elects to
redeem Notes pursuant to the optional redemption provisions of Section 3.07
hereof, it must furnish to the Trustee, at least 30 days but not more than
60 days before a redemption date, an Officer’s Certificate setting forth:


(a)           the clause of this
Indenture pursuant to which the redemption shall occur;


(b)           the record date for
the redemption and the redemption date;


(c)           the principal amount
of Notes to be redeemed; and


(d)           the redemption
price.


Section 3.02                                Selection
of Notes to Be Redeemed or Purchased.


If less than all of the
Notes are to be redeemed or purchased in an offer to purchase at any time, the
Trustee will select Notes for redemption or purchase as follows:


(a)           if the applicable
Notes are listed on any national securities exchange (including the Luxembourg
Stock Exchange), in compliance with the requirements of the principal national
securities exchange on which they are listed; or


(b)           if the applicable
Notes are not listed on any national securities exchange or the relevant
national securities exchange does not have any applicable requirements, on a pro rata basis, by lot or by such method as the Trustee
shall deem fair and appropriate,


provided that
no Notes of $100,000 in aggregate principal amount or less shall be redeemed in
part.


In the event of partial redemption or purchase by lot,
the particular Notes to be redeemed or purchased will be selected, unless
otherwise provided herein, not less than 30 nor more than 60 days prior to
the redemption or purchase date by the Trustee from the outstanding Notes not
previously called for redemption or purchase.


The Trustee will promptly notify the Issuer and the
Registrar (if not the Issuer) in writing of the Notes selected for redemption
or purchase and, in the case of any Notes selected for partial redemption or
purchase, the principal amount thereof to be redeemed or purchased.  Notes and portions of Notes selected will be
in minimum amounts of $100,000 and integral multiples of $1,000 in excess
thereof; except that if all of the Notes of a Holder are to be redeemed or
purchased, the entire outstanding amount of Notes held by such Holder, even if
not a multiple of $1,000 (in excess of $100,000) shall be redeemed or
purchased.  Except as provided in the
preceding sentence, provisions of this Indenture that apply to Notes called for
redemption or purchase also apply to portions of Notes called for redemption or
purchase.


Section 3.03                                Notice
of Redemption.


At least 30 days but not more than 60 days
before a redemption date, the Issuer will mail or cause to be mailed, by first
class mail, a notice of redemption to each Holder whose Notes are to be
redeemed at



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its registered address, except that redemption notices
may be mailed more than 60 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Notes pursuant to Article 8
hereof or a satisfaction and discharge of this Indenture pursuant to Article 10
hereof.  So long as any series of the
Notes is listed on the Luxembourg Stock Exchange and if required by the rules
of the Luxembourg Stock Exchange, notice will be published in Luxembourg in a
daily leading newspaper with general circulation in Luxembourg (which is
expected to be the d’Wort) or on
the website of the Luxembourg Stock Exchange (www.bourse.lu).


The notice will identify
the Notes to be redeemed and will state:


(a)           the record date for
the redemption and the redemption date;


(b)           the redemption
price;


(c)           if any Note is being
redeemed in part, the portion of the principal amount of such Note to be
redeemed and that, after the redemption date upon surrender of such Note, a new
Note or Notes in principal amount equal to the unredeemed portion will be
issued upon cancellation of the original Note;


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


(e)           that Notes called
for redemption must be surrendered to the Paying Agent to collect the
redemption price;


(f)            that, unless the
Issuer defaults in making such redemption payment or the relevant Paying Agent
is prohibited from making such payment pursuant to the terms of this Indenture,
interest on Notes called for redemption ceases to accrue on and after the
redemption date;


(g)           the paragraph of the
Notes and/or Section of this Indenture pursuant to which the Notes called
for redemption are being redeemed; and


(h)           that no
representation is made as to the correctness or accuracy of the CUSIP, ISIN or
Common Code number, if any, listed in such notice or printed on the Notes.


At the Issuer’s request, the Trustee will give the
notice of redemption in the Issuer’s name and at its expense; provided, however, that the Issuer has delivered to the
Trustee, at least 45 days prior to the redemption date (unless a shorter
period shall be acceptable to the Trustee in its sole discretion), an Officer’s
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.


Section 3.04                                Effect
of Notice of Redemption.


Once notice of redemption is mailed in accordance with
Section 3.03 hereof, Notes called for redemption become irrevocably due
and payable on the redemption date at the redemption price.  Failure to give notice or any defect in the
notice to any Holder shall not affect the validity of the notice to any other
Holder.


Section 3.05                                Deposit
of Redemption or Purchase Price.


No later than one Business Day prior to the redemption
or purchase price date, the Issuer will deposit with the Trustee or with the
Paying Agent money sufficient to pay the redemption or purchase price of and
accrued and unpaid interest, if any, and Additional Amounts, if any, on all
Notes to be



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redeemed or purchased on that date other than Notes or
portions of Notes called for redemption that have been delivered by the Issuer
to the Trustee for cancellation.  The
Trustee or the Paying Agent will promptly return to the Issuer any money
deposited with the Trustee or the Paying Agent by the Issuer in excess of the
amounts necessary to pay the redemption or purchase price of, and accrued and
unpaid interest, if any, and Additional Amounts, if any, on, all Notes to be
redeemed or purchased.


Neither the Trustee nor any Agent shall be required to
pay out any money without first having been placed in funds.


If the Issuer complies with the provisions of the
preceding paragraph, on and after the redemption or purchase date, interest
will cease to accrue on the Notes or the portions of Notes called for
redemption or purchase unless the relevant Paying Agent is prohibited from
making such redemption payment pursuant to the terms of this Indenture.  If a Note is redeemed or purchased on or
after an interest record date but on or prior to the related interest payment
date, then any accrued and unpaid interest shall be paid to the Person in whose
name such Note was registered at the close of business on such record date.  If any Note called for redemption or purchase
is not so paid upon surrender for redemption or purchase because of the failure
of the Issuer to comply with the preceding paragraph, interest shall be paid on
the unpaid principal, from the redemption or purchase date until such principal
is paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in
Section 4.01 hereof.


Section 3.06                                Notes
Redeemed or Purchased in Part.


Upon surrender of a Note that is redeemed or purchased
in part, the Issuer will issue and, upon receipt of an Authentication Order,
the Trustee will authenticate for the Holder at the expense of the Issuer a new
Note equal in principal amount to the unredeemed or unpurchased portion of the
Note surrendered.


Section 3.07                                Optional
Redemption.


(a)           Except as set forth
in paragraphs (b) and (c) below or in Section 3.10 hereof, the Issuer may not
redeem the Notes prior to August 15, 2011. 
On or after this date, the Issuer may redeem the Notes, in whole or in
part, on not less than 30 nor more than 60 days’ prior notice, at the following
redemption prices (expressed as percentages of principal amount), plus accrued
and unpaid interest thereon, if any, to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date), if redeemed during the 12-month period
commencing on August 15 of the years set forth below:


	
  Redemption Year

  	
   

  	
  Redemption

  Price

  	
   

  
	
  2011

  	
   

  	
  104.563

  	
  %

  
	
  2012

  	
   

  	
  103.042

  	
  %

  
	
  2013

  	
   

  	
  101.521

  	
  %

  
	
  2014 and
  thereafter

  	
   

  	
  100.000

  	
  %

  



 


(b)           At any time prior to
August 15, 2011, the Issuer may at its option redeem the Notes in whole or in
part, on not less than 30 nor more than 60 days’ prior notice, by paying a
redemption price equal to the sum of


(1)           100% of the principal amount of the
Notes to be redeemed, plus



 43
 






 



 


(2)           the Applicable Premium,


plus
accrued and unpaid interest thereon, if any, to the redemption date (subject to
the right of Holders of record on the relevant record date to receive interest
due on the relevant interest payment date).


(c)           At any time prior to
August 15, 2009, the Issuer may, on one or more occasions, redeem up to a
maximum of 40% of the original aggregate principal amount of the Notes
(calculated after giving effect to any issuance of Additional Notes) with the
Net Cash Proceeds of one or more Equity Offerings. The redemption price of the
Notes is equal to 109.125% of the principal amount thereof, each plus accrued
and unpaid interest thereon, if any, to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date); provided, however,
that:


(1)           after giving effect to any such redemption
at least 60% of the original aggregate principal amount of the Notes
(calculated after giving effect to any issuance of Additional Notes) remains
outstanding; and


(2)           any such redemption by the Issuer
must be made within 120 days of such Equity Offering.


(d)           Any redemption
pursuant to this Section 3.07 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.


Section 3.08                                Mandatory
Redemption.


The Issuer is not required to make mandatory
redemption or sinking fund payments with respect to the Notes.


Section 3.09                                Offer
to Purchase by Application of Excess Proceeds.


In the event that, pursuant to Section 4.10
hereof, the Issuer is required to commence an offer to all Holders to purchase
Notes (as defined in Section 4.10(b), an “Excess Proceeds Offer”),
it shall follow the procedures specified below.


The Excess Proceeds Offer shall be made to all Holders
at a purchase price equal to 100% of the principal amount thereof, plus accrued
and unpaid interest thereon, if any, to the purchase date (subject to the right
of Holders of record on the relevant record date to receive interest due on the
relevant interest payment date as set forth below).  As promptly as practicable following
termination of the offer period (the “Purchase Date”),
the Issuer shall apply all Allocable Excess Proceeds (the “Offer Amount”)
to the purchase of Notes or, if less than the Offer Amount has been tendered,
all Notes tendered in response to the Excess Proceeds Offer.  Payment for any Notes so purchased will be made
in the same manner as interest payments are made.


If the Purchase Date is on or after an interest record
date and on or before the related interest payment date, any accrued and unpaid
interest, will be paid to the Person in whose name a Note is registered at the
close of business on such record date, and no additional interest will be
payable to Holders who tender Notes pursuant to the Excess Proceeds Offer.


Upon the commencement of an Excess Proceeds Offer, the
Issuer will send or cause to be sent, by first class mail, to the Trustee and
each of the Holders at the address appearing in the security register, a notice
stating:



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(a)           that the Excess
Proceeds Offer is being made pursuant to this Section 3.09 and
Section 4.10 hereof and the length of time the Excess Proceeds Offer will
remain open;


(b)           the Offer Amount,
the purchase price and the Purchase Date;


(c)           that any Note not
tendered or accepted for payment will continue to accrue interest;


(d)           that, unless the
Issuer defaults in making such payment, any Note accepted for payment pursuant
to the Excess Proceeds Offer will cease to accrue interest after the Purchase
Date;


(e)           that Holders
electing to have a Note purchased pursuant to an Excess Proceeds Offer may
elect to have Notes purchased only in minimum denominations of $100,000 and in
integral multiples of $1,000 in excess thereof, except that a Holder may elect
to have all of the Notes held by such Holder purchased even if not an integral
multiple of $1,000 (in excess of $100,000);


(f)            that Holders
electing to have a Note purchased pursuant to any Excess Proceeds Offer will be
required to surrender the Note, with the form entitled “Option of Holder to
Elect Purchase” attached to the Note completed, or transfer by book-entry
transfer, to the Issuer, a Depositary, if appointed by the Issuer, or a Paying
Agent at the address specified in the notice at least three days before
the Purchase Date;


(g)           the procedure for
withdrawing an election to tender;


(h)           that, if the
aggregate principal amount of Notes surrendered by Holders exceeds the Offer
Amount, the Issuer will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes
surrendered (with such adjustments as may be deemed appropriate by the Issuer
so that only Notes in minimum denominations of $100,000 or integral multiples
of $1,000 in excess thereof will be purchased); and


(i)            that Holders whose
Notes were purchased only in part will be issued new Notes equal in principal
amount to the unpurchased portion of the Notes surrendered (or transferred by
book-entry transfer).


On or before the Purchase Date, the Issuer shall, to
the extent lawful, accept for payment, on a pro rata basis
to the extent necessary, the Offer Amount of Notes or portions thereof tendered
pursuant to the Excess Proceeds Offer, or if less than the Offer Amount has
been tendered, all Notes tendered, and shall deliver to the Trustee an Officer’s
Certificate stating that such Notes or portions thereof were accepted for
payment by the Issuer in accordance with the terms of this
Section 3.09.  The Issuer, the
Depositary or the Paying Agent, as the case may be, shall promptly (but in any
case not later than five Business Days after the Purchase Date) mail or deliver
to each tendering Holder an amount equal to the purchase price of the Notes
tendered by such Holder and accepted by the Issuer for purchase, and the Issuer
shall promptly issue a new Note, and the Trustee, upon written request from the
Issuer will authenticate and mail or deliver such new Note to such Holder, in a
principal amount equal to any unpurchased portion of the Note surrendered.  Any Note not so accepted shall be promptly
mailed or delivered by the Issuer to the Holder thereof.  The Issuer will publicly announce the results
of the Excess Proceeds Offer on the Purchase Date.


Other than as specifically provided in this
Section 3.09, any purchase pursuant to this Section 3.09 shall be
made pursuant to the provisions of Sections 3.01 through 3.06 hereof.



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Section 3.10                                Redemption
of Notes for Changes in Withholding Taxes.


The Issuer may, at its option, redeem all, but not
less than all, of the then-outstanding Notes at any time upon giving not less
than 30 nor more than 60 days’ notice to the Holders (which notice shall be
irrevocable), at a redemption price equal to 100% of the principal amount
thereof, plus accrued and unpaid interest thereon, if any, to the redemption
date (a “Tax Redemption Date”) and all
Additional Amounts, if any, that will become due on the Tax Redemption Date as
a result of such redemption or otherwise (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date), if the Issuer determines in good faith that (a) it, or
any Note Guarantor with respect to a Note Guarantee, as the case may be, has
become obligated or, on the occasion of the next payment due in respect of the
Notes, would be obligated to pay Additional Amounts with respect to any payment
under or with respect to the Notes or the relevant Note Guarantee, as
applicable, and (b) the payment obligation cannot be avoided by the Issuer
taking reasonable measures available to it (including making payment through a
Paying Agent located in another jurisdiction), as a result of:


(1)           any change in, or amendment to, the
laws or treaties (or any regulations, protocols or rulings promulgated
thereunder) of the United Kingdom, the United States or any other Relevant
Taxing Jurisdiction affecting taxation, which change or amendment becomes
effective on or after the Closing Date, or


(2)           any change in position regarding the
application, administration or interpretation of such laws, treaties,
regulations, protocols or rulings (including a holding, judgment or order by a
court of competent jurisdiction), which change in position becomes effective on
or after the Closing Date.


The notice of redemption may not be given earlier than
90 days prior to the earliest date on which the Issuer would be obligated to
make a payment or withholding if a payment in respect of the Notes were then
due and unless, at the time such notice is given, such obligation to pay such
Additional Amounts remains in effect. Prior to the publication or, where
relevant, mailing of any notice of redemption of the Notes pursuant to the
foregoing, the Issuer will deliver to the Trustee an Officer’s Certificate and
Opinion of Counsel to the effect that the circumstances referred to above exist
and the Issuer cannot avoid the obligation by taking reasonable measures
available to it. The Trustee shall accept the Officer’s Certificate and Opinion
of Counsel as sufficient evidence of the satisfaction of the conditions
precedent described above.


ARTICLE 4

COVENANTS


Section 4.01                                Payment
of Notes.


The Issuer shall pay or cause to be paid the principal
of, premium, if any, and interest and Additional Amounts, if any, on the Notes
on the dates and in the manner provided in the Notes.  Principal, premium, if any, and interest and
Additional Amounts, if any, will be considered paid on the date due if the
Paying Agent holds as of 10:00 AM New York time on the due date money deposited
by the Issuer in immediately available funds and designated for and sufficient
to pay all principal, premium and Additional Amounts, if any, and interest then
due and is not prohibited from paying such money to the Holders on that date
pursuant to the terms of this Indenture or the Intercreditor Deed.


The Issuer shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal at
the rate equal to the then applicable interest rate on the Notes.



 46
 






 



 


The Issuer will pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest (without regard to any applicable grace periods) at the same rate.


If a Paying Agent pays out funds on or after the due
date therefor, or pays out funds (although it is not obligated) on the
assumption that the corresponding payment by the Issuer has been or will be
made and such payment has in fact not been so made by the Issuer, then the
Issuer shall on demand reimburse the Paying Agent for the relevant amount, and
pay interest to the Paying Agent on such amount from the date on which it is
paid out to the date of reimbursement at a rate per annum equal to the cost to
the Paying Agent of funding the amount paid out, as certified by the Paying
Agent and expressed as a rate per annum.


Section 4.02                                Maintenance
of Office or Agency.


The Issuer shall maintain an office or agency (which
may be an office of the Trustee or an Affiliate of the Trustee, Registrar or
co-registrar) in the Borough of Manhattan, the City of New York, and, for so
long as the Notes are listed on the Luxembourg Stock Exchange, in Luxembourg
where (1) Notes may be surrendered for registration of transfer or for exchange
and (2) notices and demands to or upon the Issuer in respect of the Notes and
this Indenture may be served.  The Issuer
will give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency.


The Issuer may also from time to time designate one or
more other offices or agencies where the Notes may be presented or surrendered
for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such
designation or rescission will in any manner relieve the Issuer of its
obligation to maintain an office or agency in the Borough of Manhattan, the
City of New York and London, England, and for so long as any Notes are listed
on the Luxembourg Stock Exchange, in Luxembourg, for such purposes.  The Issuer will give prompt written notice to
the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.


Section 4.03                                Ongoing
Reporting.


(a)           So long as the Notes
are outstanding, the Company will furnish to the Trustee, within the time
periods specified in the SEC’s rules and regulations, without cost to the
Trustee (who, at the Issuer’s expense, will furnish by mail to the Holders); provided, however, that to the extent any reports are filed
on the SEC’s website, such reports shall be deemed to be furnished to the
Trustee and the Holders:


(1)           whether or not required by SEC rules
and regulations, quarterly and annual reports of the Parent, containing substantially
the same information required to be contained in a Quarterly Report on Form
10-Q or an Annual Report on Form 10-K, as applicable, under the Exchange Act,
including financial statements prepared in accordance with GAAP and a “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”
(except with respect to guarantor financial statements, but including condensed
information complying with Rule 3-10(d) of Regulation S-X of the SEC);
provided, however, that only to the extent reasonably available, at any time
that any of Parent’s Subsidiaries is an Unrestricted Subsidiary that is a
Significant Subsidiary or would in combination with other Unrestricted
Subsidiaries be a Significant Subsidiary, the quarterly and annual financial
information required by this paragraph will include a presentation, either on
the face of the financial statements, in the footnotes thereto, or in “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” or
other comparable section, of the financial condition and results of operations
of Parent and the Restricted Subsidiaries separate from the financial condition
and results of operations of the Unrestricted Subsidiaries of Parent; and



 47
 






 



 


(2)           such other reports containing substantially
the same information required to be contained in a Current Report on Form 8-K
under the Exchange Act, as in effect on the Closing Date.


Parent will also make available copies of all reports
required by clauses (1) and (2) above on its website.


(b)           The Issuer will at
all times comply with TIA §314(a).


Section 4.04                                Compliance
Certificates.


The Issuer shall deliver to the Trustee, within 120 days after the
end of each fiscal year, an Officer’s Certificate stating that in the course of
the performance by the signer thereof of his or her duties as an Officer of the
Issuer he or she would normally have knowledge of any Default and whether or
not the signer knows of any Default that occurred during such period (and, if a
Default or Event of Default has occurred, describing all such Defaults or
Events of Default of which he or she may have knowledge and what action the
Issuer is taking or proposes to take with respect thereto).  The Issuer shall otherwise comply with
Section 314(a)(4) of the TIA.


Section 4.05                                Taxes.


The Company and the Issuer shall pay, and the Company
and the Parent shall cause each Restricted Subsidiary to pay, prior to
delinquency, all Taxes except such as are contested in good faith and by
appropriate proceedings or where the failure to effect such payment is not
adverse in any material respect to the Holders.


Section 4.06                                [Intentionally
Omitted]


Section 4.07                                Restricted
Payments.


(a)           The Company will
not, and will not permit any Restricted Subsidiary, directly or indirectly, to:


(1)           declare or pay any dividend, make any
distribution on or in respect of its Capital Stock or make any similar payment
to the direct or indirect holders of its Capital Stock, except (A) pro rata
dividends or distributions payable solely in its Capital Stock (other than
Disqualified Stock) and (B) dividends, distributions or any similar payment
payable to the Company or any other Restricted Subsidiary (and, if the Company
or such Restricted Subsidiary has shareholders other than the Company, the
Issuer or other Restricted Subsidiaries, to its other shareholders on a basis
that is no more favorable to such other shareholders than a pro rata basis);


(2)           purchase, repurchase, redeem, retire
or otherwise acquire for value any Capital Stock of the Company;


(3)           purchase, repurchase, redeem, retire,
defease or otherwise acquire for value, prior to scheduled maturity, scheduled
repayment or scheduled sinking fund payment any Subordinated Obligations (other
than (a) Subordinated Obligations owed to the Issuer or any Intermediate
Guarantor and (b) the purchase, repurchase, redemption, retirement, defeasance
or other acquisition for value of Subordinated Obligations of the Company or
any Restricted Subsidiary acquired in anticipation of satisfying a sinking fund
obligation, principal installment or final maturity, in each case, due within
one year of the date of acquisition); or



 48














 


 


(4)                                  make
any Investment (other than a Permitted Investment) in any Person


(any such dividend, distribution, payment, purchase,
redemption, repurchase, defeasance, retirement, or other acquisition or
Investment being herein referred to as a “Restricted Payment”),
if at the time the Company or such Restricted Subsidiary makes such Restricted
Payment:


(A)                              a
Default will have occurred and be continuing (or would result therefrom);


(B)                                the
Company could not Incur at least £1.00 of additional Indebtedness under paragraph
(a) of Section 4.09; or


(C)                                the
aggregate amount of such Restricted Payment and all other Restricted Payments
(the amount so expended, if other than in cash, to be determined in good faith
by the Board of Directors) declared or made subsequent to the Closing Date
would exceed the sum of:


(i)                                     an
amount equal to 100% of EBITDA since the Merger Date to the end of the most
recent fiscal quarter, taken as a single accounting period, less the product of
1.4 times the Consolidated Interest Expense since the Merger Date to the end of
the most recent fiscal quarter, taken as a single accounting period;


(ii)                                  the
proceeds received by the Company from the issue or sale of its Capital Stock
(other than Disqualified Stock) subsequent to the Closing Date (other than an
issuance or sale to (x) the Company or a Subsidiary of the Company or (y) an
employee share ownership plan or other trust to the extent funded or required
to be funded by the Company or any of its Subsidiaries);


(iii)                               the
amount by which Indebtedness of the Company or its Restricted Subsidiaries is
reduced on the Company’s Consolidated balance sheet upon the conversion or
exchange of any Indebtedness of any Intermediate Guarantor or the Issuer issued
after the Closing Date which is convertible or exchangeable for Capital Stock
(other than Disqualified Stock) of the Company issued to Persons not including
the Company or any Restricted Subsidiary (less the amount of any cash or the
Fair Market Value of other Property distributed by the Company or any Restricted
Subsidiary upon such conversion or exchange);


(iv)                              without
duplication, the sum of


(x)                                   the aggregate amount returned to the
Company, the Issuer or any other Restricted Subsidiary in cash on or with
respect to Investments (other than Permitted Investments) made subsequent to
the Closing Date whether through interest payments, principal payments,
dividends or other distributions;


(y)                                 the net proceeds received and retained by
the Company or any Restricted Subsidiary from the disposition, retirement or
redemption of all or any portion of such Investments (other than Permitted
Investments and other than to the Company or any Restricted Subsidiary); and



 49
 






 



 


(z)                                   upon redesignation of an Unrestricted
Subsidiary as a Restricted Subsidiary subsequent to the Closing Date, in
accordance with Section 4.17, the Fair Market Value (valued as provided in the
definition of “Investment”) of the net assets of such Subsidiary;


provided,
however, that the
amount under this clause (iv) shall not exceed the aggregate amount of all such
Investments (other than Permitted Investments) made subsequent to the Closing
Date (and treated as a Restricted Payment) by the Company or any Restricted
Subsidiary in such Person, which amount was included in the calculation of the
amount of Restricted Payments.


(b)                                 The
provisions of the foregoing paragraph (a) will not prohibit:


(1)                                  any
purchase, repurchase, redemption, retirement or other acquisition for value of
Capital Stock or Disqualified Stock of the Company or any Restricted Subsidiary
made by exchange for, or out of the proceeds of the sale within 90 days of,
Capital Stock or Disqualified Stock of, the Company (other than Capital Stock
issued or sold to a Subsidiary of the Company or any of its Subsidiaries or an
employee share ownership plan or other trust to the extent funded by the
Company or any of its Subsidiaries) or through a substantially concurrent
contribution to the equity of the Company; provided, however, that:


(A)                              such
purchase, repurchase, redemption, retirement or other acquisition for value
will be excluded in the calculation of the amount of Restricted Payments, and


(B)                                the
Net Cash Proceeds from such sale applied in the manner set forth in this clause
(1) will be excluded from the calculation of amounts under clause (C)(ii) of
paragraph (a) above;


(2)                                  any
prepayment, repayment, purchase, repurchase, redemption, retirement, defeasance
or other acquisition for value of Subordinated Obligations of the Company or
any Restricted Subsidiary made by exchange for, or out of the proceeds of the
sale within 90 days of, Indebtedness of the Company or such Restricted
Subsidiary that is permitted to be Incurred pursuant to Section 4.09 and that
is subordinated to the Notes to at least the same extent as such Subordinated
Obligations; provided, however,
that such prepayment, repayment, purchase, repurchase, redemption, retirement,
defeasance or other acquisition for value will be excluded from the calculation
of the amount of Restricted Payments;


(3)                                  any
prepayment, repayment, purchase, repurchase, redemption, retirement, defeasance
or other acquisition for value of Subordinated Obligations of the Company or
any Restricted Subsidiary from Net Available Cash to the extent permitted by
Section 4.10; provided, however,
that such prepayment, repayment, purchase, repurchase, redemption, retirement,
defeasance or other acquisition for value will be excluded from the calculation
of the amount of Restricted Payments;


(4)                                  any
prepayment, repayment, purchase, repurchase, redemption, retirement, defeasance
or other acquisition for value of Subordinated Obligations of the Company or
any Restricted Subsidiary made by exchange for, or out of the proceeds of the
substantially concurrent sale of, Subordinated Obligations of the Company or
any Restricted Subsidiary that qualifies as Refinancing Indebtedness; provided, however, that
such prepayment, repayment,



 50
 






 



purchase,
repurchase, redemption, retirement, defeasance or other acquisition for value
will be excluded from the calculation of the amount of Restricted Payments;


(5)                                  dividends
paid within 60 days after the date of declaration thereof if at such date of
declaration such dividends would have complied with this Section 4.07; provided, however, that
such dividends will be included (without duplication) in the calculation of the
amount of Restricted Payments;


(6)                                  any
purchase, repurchase, redemption, retirement or other acquisition for value of
Capital Stock, or options to purchase Capital Stock, of the Company or any of
its Subsidiaries from employees, former employees, directors or former
directors or consultants of the Company or any of its Subsidiaries (or
permitted transferees of such employees, former employees, directors or former
directors or consultants), pursuant to the terms of agreements (including
employment agreements) or plans (or amendments thereto) under which such
individuals purchase or sell or are granted the option to purchase or sell,
shares of such Capital Stock; provided, however, that the aggregate amount of such purchases,
repurchases, redemptions, retirements and other acquisitions for value will not
exceed £20 million in any calendar year; provided further,
that such purchases, repurchases, redemptions, retirements and other
acquisitions for value will be included in the calculation of the amount of
Restricted Payments;


(7)                                  any
payment of dividends, other distributions or other amounts by the Company for
the purposes set forth in clauses (A) and (B) below; provided,
however, that such dividends,
distributions or other payments will be excluded from the calculation of the
amount of Restricted Payments:


(A)                              to
an NTL Holding Company in amounts required for such NTL Holding Company to pay
taxes and other fees or amounts required to maintain its corporate existence
and provide for other expenses in an aggregate amount of up to £50 million per
year; and


(B)                                amounts
payable for any income or corporate taxes or pursuant to the Tax Sharing
Agreement;


(8)                                  any
purchase, repurchase, redemption, retirement or other acquisition for value of
Capital Stock deemed to occur upon exercise of options, warrants or other
securities, if such Capital Stock represents a portion of the exercise price of
such options, warrants or other securities; provided, however,
that such purchase, repurchase, redemption, retirement or other acquisition for
value will be excluded from the calculation of the amount of Restricted
Payments;


(9)                                  after
the designation of any Restricted Subsidiary as an Unrestricted Subsidiary,
distributions (including by way of dividend) consisting of cash, Capital Stock
or Property of such Unrestricted Subsidiary that in each case is held by the
Company, the Issuer or any Restricted Subsidiary; provided,
however, that (x) such distribution or
disposition shall include the concurrent transfer of all liabilities
(contingent or otherwise) attributable to the Property being transferred; (y)
any Property received from any Unrestricted Subsidiary (other than Capital
Stock issued by any Unrestricted Subsidiary) may be transferred by way of
distribution or disposition pursuant to this clause (9) only if such Property,
together with all related liabilities, is so transferred in a transaction that
is substantially concurrent with the receipt of the proceeds of such
distribution or disposition by the Company or such other Restricted Subsidiary;
and (z) such distribution or disposition shall not, after giving effect to any
related agreements, result nor be likely to result in any material liability,
tax or other adverse consequences to the Company and its



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Restricted
Subsidiaries on a consolidated basis; provided  further, however, that
such distributions will be excluded from the calculation of the amount of
Restricted Payments, it being understood that proceeds from the disposition of
any cash, Capital Stock or Property of an Unrestricted Subsidiary that are so
distributed will not increase the amount of Restricted Payments permitted under
clause (a)(4)(C)(iv) above;


(10)                            dividends
on common stock of the Company up to £10 million in the year following the
Closing Date, up to £35 million in the second year following the Closing Date
and up to £60 million per year thereafter; provided, in
each case, that such Restricted Payments will be included in the calculation of
the amount of Restricted Payments;


(11)                            payments
of any Receivables Fees; provided, however, that such Restricted Payments will be excluded from
the calculation of the amount of Restricted Payments;


(12)                            the
transactions described in the Steps Paper;


(13)                            the
Permitted Sit-up Payments;


(14)                            any
Content Transaction, provided that, after giving pro forma effect thereto, the
Company could Incur at least £1.00 of additional Indebtedness under paragraph
(a) of Section 4.09; provided, further, however, that such Restricted Payments
will be excluded from the calculation of the amount of Restricted Payments;


(15)                            any
Business Division Transaction, provided, however, that after giving pro forma
effect thereto, the Company could Incur at least £1.00 of additional
Indebtedness under paragraph (a) of Section 4.09; and


(16)                            any
other Restricted Payments in an aggregate amount, when taken together with all
other Restricted Payments made pursuant to this clause (16), not to exceed £75
million; provided, however, that (A) such Restricted Payments will be included
in the calculation of the amount of Restricted Payments and (B) at the time of
any Restricted Payment referred to in this clause (16), no Default or Event of
Default has occurred and is continuing (or would result from such Restricted
Payment).


Section 4.08                                Restrictions on
Distributions from Restricted Subsidiaries.


(a)                                  The
Company will not permit any Restricted Subsidiary (other than the Issuer or any
Intermediate Guarantor) to create or otherwise cause or permit to exist or
become effective any consensual encumbrance or restriction on the ability of
any Restricted Subsidiary (other than the Issuer or any Intermediate Guarantor)
to:


(1)                                  pay
dividends or make any other distributions on its Capital Stock or pay any
Indebtedness or other obligations owed to the Company or any Restricted
Subsidiary of which it is a Subsidiary;


(2)                                  make
any loans or advances to the Company or any Restricted Subsidiary of which it
is a Subsidiary; or


(3)                                  transfer
any of its Property or assets to the Company or any Restricted Subsidiary of
which it is a Subsidiary.



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(b)                                 The
provisions of Section 4.08(a) will not prohibit:


(A)                              any
encumbrance or restriction pursuant to (i) applicable law, rule, regulation,
order or governmental license, permit or concession or (ii) an agreement in
effect on the Closing Date (including this Indenture, the New Credit Facility,
the Bridge Facility and any exchange notes issued in relation thereto, the
Intercreditor Deed and the Group Intercreditor Deed and the indenture governing
the Existing Notes);


(B)                                in
respect of a Restricted Subsidiary acquired by the Company, the Issuer or any
Restricted Subsidiary after the Closing Date, any encumbrance or restriction
with respect to such Restricted Subsidiary arising prior to the date on which
such Restricted Subsidiary was acquired by the Company or any Restricted
Subsidiary (other than an encumbrance relating to Indebtedness Incurred as
consideration for, in contemplation of, or to provide all or any portion of the
funds or credit support utilized to, consummate the transaction or series of
related transactions pursuant to which such Restricted Subsidiary became a
Restricted Subsidiary or was otherwise acquired by the Company or any
Restricted Subsidiary) and outstanding on such date;


(C)                                any
encumbrance or restriction pursuant to an agreement effecting a Refinancing of
Indebtedness Incurred pursuant to an agreement referred to in clause (A) or (B)
of this Section 4.08(b) or this clause (C) or contained in any amendment or
modification to an agreement referred to in clause (A) or (B) of this Section
4.08(b) or this clause (C); provided,
however, that the encumbrances
and restrictions, taken as a whole, contained in any such Refinancing agreement
or amendment or modification are no less favorable in any material respect to
the Holders than the encumbrances and restrictions contained in such
predecessor agreements;


(D)                               in
the case of Section 4.08(a)(3), any encumbrance or restriction


(i) that
restricts in a customary manner the subletting, assignment or transfer of any
Property or asset that is subject to a lease, license or similar contract,


(ii)
encumbering Property at the time such Property was acquired by the Company or
any Restricted Subsidiary so long as such restriction relates solely to the
Property so acquired (other than any encumbrance or restriction created as
consideration for, in contemplation of, in connection with or pursuant to the
provision of, all or any portion of the funds or credit support utilized to
consummate the transaction or series of related transactions pursuant to which
such Property was otherwise acquired by the Company or any Restricted
Subsidiary),


(iii) under
agreements relating to Purchase Money Indebtedness or Capitalized Lease
Obligations Incurred that impose customary restrictions on the Property subject
to such Purchase Money Indebtedness or Capitalized Lease Obligations,


(iv) relating
to Indebtedness that is permitted to be Incurred and secured without also
securing the Notes or the applicable Note Guarantee pursuant to Section 4.09
and Section 4.12 that limit the right of the debtor to dispose of the Property
securing such Indebtedness, or



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(v)
customarily imposed on the transfer of copyrighted or patented materials or
other intellectual property and customer provisions in agreements that restrict
the assignment of such agreements or any rights thereunder;


(E)                                 any
encumbrance created in connection with a Qualified Receivables Transaction
permitted under Section 4.09;


(F)                                 any
customary encumbrance or restriction imposed with respect to a Restricted
Subsidiary pursuant to an agreement entered into for the sale or disposition of
all or substantially all the Capital Stock or assets of such Restricted
Subsidiary pending the closing of such sale or disposition;


(G)                                any
customary encumbrance or restriction on cash or other deposits or net worth
imposed on customers under contracts entered into in the ordinary course of
business;


(H)                               any
encumbrance or restriction pursuant to an agreement governing (i) any Bank
Indebtedness of the Company or a Restricted Subsidiary permitted to be Incurred
subsequent to the Closing Date pursuant to clause (b)(1) or (b)(16) of Section
4.09, or (ii) any Indebtedness permitted to be Incurred pursuant to clause (a)
of Section 4.09 if the encumbrances and restrictions contained in any such
agreement, taken as a whole, do not materially prejudice the ability of the
Issuer to make payments on the Notes;


(I)                                    encumbrances
or restrictions existing under or by reason of provisions in asset sale
agreements entered into in the ordinary course of business; and


(J)                                   encumbrances
or restrictions existing under or by reason of provisions in joint venture
arrangements and other similar arrangements or arrangements with minority
interests in any Restricted Subsidiary.


Section 4.09                                Incurrence of
Indebtedness.


(a)                                  The
Company will not, and will not cause or permit any Restricted Subsidiary to,
Incur, directly or indirectly, any Indebtedness; provided,
however, that the Company and any
Restricted Subsidiary may Incur Indebtedness if on the date of such Incurrence
and after giving effect thereto the Leverage Ratio would not exceed 5.5:1.0.


(b)                                 Notwithstanding
the foregoing paragraph (a), the Company and any Restricted Subsidiary may
Incur the following Indebtedness:


(1)                                  Bank
Indebtedness (including, without limitation, Bank Indebtedness Incurred under
the Bridge Facility, and any Tranche C Loan) in an aggregate principal amount
at any one time outstanding not exceeding £5,300,000,000;


(2)                                  Indebtedness
of the Company owed to and held by any Restricted Subsidiary or Indebtedness of
a Restricted Subsidiary owed to and held by the Company or any Restricted
Subsidiary; provided, however,
that (A) any subsequent issuance or transfer of any Capital Stock or any
subsequent transfer of such Indebtedness or any other event that results in any
such Indebtedness being held by a Person other than the Company or a Restricted
Subsidiary shall be deemed to constitute the Incurrence of such Indebtedness by
the obligor thereon, (B) if an 



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Intermediate
Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly
subordinated for the benefit of the Holders to the prior payment in full in
cash of all obligations with respect to the relevant Intermediate Guarantee and
(C) if the Issuer is the obligor on such Indebtedness, such Indebtedness is
expressly subordinated for the benefit of the Holders to the prior payment in
full in cash of all obligations with respect to the Notes;


(3)                                  Indebtedness
(A) represented by the Notes (not including any Additional Notes), (B)
represented by the Intermediate Guarantees and the Senior Subordinated
Subsidiary Guarantee, and (C) outstanding on the Closing Date (other than the
Indebtedness described in clause (2) of this paragraph (b));


(4)                                  Indebtedness
consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness
described in clauses (3) or (4) of this paragraph (b) or under paragraph (a);


(5)                                  Indebtedness
of a Restricted Subsidiary acquired by the Company, the Issuer or any other
Restricted Subsidiary after the Closing Date Incurred and outstanding on or
prior to the date on which such Restricted Subsidiary was acquired by the
Company, the Issuer or any other Restricted Subsidiary (other than Indebtedness
Incurred in contemplation of, in connection with, as consideration in, or to
provide all or any portion of the funds or credit support utilized to
consummate, the transaction or series of related transactions pursuant to which
such Restricted Subsidiary became a Subsidiary of or was otherwise acquired by
the Company, the Issuer or any other Restricted Subsidiary) or any Refinancing
Indebtedness in respect thereof, not exceeding £75 million in the aggregate at
any one time outstanding;


(6)                                  Indebtedness
(A) in respect of performance, bid, completion, surety or appeal bonds provided
by the Company, the Issuer and any other Restricted Subsidiary in the ordinary
course of their business and (B) under Interest Rate Agreements and Currency
Agreements entered into for bona fide hedging purposes of the Company, the
Issuer and any other Restricted Subsidiary in the ordinary course of business;


(7)                                  Purchase
Money Indebtedness and Capitalized Lease Obligations Incurred after the Closing
Date for the purpose of financing all or any part of the purchase price or cost
of construction or improvement (including the cost of design, development,
construction, acquisition, transportation, installation, improvement and
migration) of assets; provided, however, that the aggregate principal amount of Indebtedness
Incurred pursuant to this clause (7), together with all other outstanding
Indebtedness Incurred after the Closing Date pursuant to this clause (7), shall
not exceed as of the date of Incurrence the greater of (A) 2.75% of Total
Assets and (B) £150 million;


(8)                                  (i)
Guarantees of the Notes, (ii) Guarantees by a Restricted Subsidiary in favor of
the UK Inland Revenue in connection with the UK tax liability of the Company or
any Restricted Subsidiary, (iii) Guarantees of other Indebtedness not otherwise
prohibited by this Section 4.09 and (iv) Guarantees of Indebtedness which by
its terms must be Guaranteed if the Notes are Guaranteed;


(9)                                  Indebtedness
of the Company, the Issuer or any other Restricted Subsidiary arising from the
honoring by a bank or other financial institution of a check, draft or similar
instrument drawn against insufficient funds in the ordinary course of business;
provided, however,
that such Indebtedness is extinguished within five Business Days of its
Incurrence;



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(10)                            Indebtedness
constituting reimbursement obligations with respect to letters of credit,
bankers’ acceptances or other similar instruments or obligations issued in the
ordinary course of business, including letters of credit in respect of workers’
compensation claims or other Indebtedness Incurred with respect to
reimbursement-type obligations regarding workers’ compensation claims and under
other similar legislation; provided, however, that upon the drawing or other funding of such
letters of credit or other instruments or obligations, such drawings or
fundings are reimbursed within 30 days;


(11)                            Indebtedness
arising from agreements of the Company, the Issuer or any other Restricted
Subsidiary providing for indemnification, adjustment of purchase price or
similar obligations, in each case, Incurred in connection with the disposition
of any business, assets or Capital Stock of a Subsidiary, other than Guarantees
or other credit support of Indebtedness or other obligations of any Person
(other than the Company or any Restricted Subsidiary) acquiring all or any
portion of such business, assets or Capital Stock or any Affiliate of such
Person; provided that such Indebtedness is not reflected on the balance sheet
of the Company or any other Restricted Subsidiary (contingent obligations
referred to in a footnote to financial statements and not otherwise reflected
on the balance sheet will be deemed not to be reflected on such balance sheet
for purposes of this clause (11));


(12)                            the
Incurrence of Indebtedness consisting of guarantees of loans or other extensions
of credit made to or on behalf of officers, directors, employees or consultants
of the Company, the Issuer or any other Restricted Subsidiary for the purpose
of permitting such persons to purchase Capital Stock of the Company, the Issuer
or any other Restricted Subsidiary, in an amount not to exceed £10 million at
any one time outstanding;


(13)                            the
Incurrence of Indebtedness by a Receivables Subsidiary in a Qualified
Receivables Transaction that is not recourse to the Company, the Issuer or any
of their Subsidiaries (except for Standard Securitization Undertakings) in an
amount not to exceed £300 million at any one time outstanding;


(14)                            the
accrual of interest, the accretion or amortization of original issue discount,
the payment of interest on any Indebtedness in the form of additional
indebtedness with the same terms, and the payment of dividends on Disqualified
Stock in the form of additional shares of the same class of Disqualified Stock
(where the payment of such dividends is not part of a financing transaction);


(15)                            Indebtedness
of the Company, the Issuer or any other Restricted Subsidiary relating to
deferral of PAYE taxes with the agreement of the UK Inland Revenue; and


(16)                            Indebtedness
(other than Indebtedness permitted to be Incurred pursuant to the foregoing
paragraph (a) or any other clause of this paragraph (b)) in an aggregate
principal amount on the date of Incurrence that, when added to all other
Indebtedness Incurred pursuant to this clause (16) and then outstanding, will
not exceed the greater of (A) 3.0% of Total Assets and (B) £300 million.


(c)                                  For
purposes of determining the outstanding principal amount of any particular
Indebtedness Incurred pursuant to this Section 4.09:


(1)                                  Bank
Indebtedness Incurred on the Closing Date shall be treated as Incurred pursuant
to clause (1) of paragraph (b) above



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(2)                                  Indebtedness
permitted by this Section 4.09 need not be permitted solely by reference to one
provision permitting such Indebtedness but may be permitted in part by one such
provision and in part by one or more other provisions of this Section 4.09
permitting such Indebtedness;


(3)                                  in
the event that Indebtedness meets the criteria of more than one of the types of
Indebtedness described in this Section 4.09, the Company, in its sole discretion
(except as specified in this paragraph (c)), shall classify or reclassify from
time to time such Indebtedness and only be required to include the amount of
such Indebtedness in one of such clauses; and


(4)                                  the
outstanding principal amount of any particular Indebtedness shall be counted
only once and any obligations arising under any Guarantee, Lien, letter of
credit or similar instrument supporting such Indebtedness permitted to be
Incurred under this Section 4.09 shall not be double counted.


(d)                                 For
the purposes of determining compliance with any sterling-denominated
restriction on the Incurrence of Indebtedness denominated in a currency other
than pounds sterling, the sterling-equivalent principal amount of such
Indebtedness Incurred pursuant thereto shall be calculated based on the
relevant currency exchange rate in effect on the date that such Indebtedness
was Incurred, in the case of term Indebtedness, or first committed, in the case
of revolving credit Indebtedness, provided that
(x) the sterling-equivalent principal amount of any such Indebtedness
outstanding on the Closing Date shall be calculated based on the relevant
currency exchange rate in effect on the Closing Date, (y) if such Indebtedness
is Incurred to Refinance other Indebtedness denominated in a currency other
than pounds sterling, and such refinancing would cause the applicable
sterling-denominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such Refinancing, such sterling-denominated
restriction shall be deemed not to have been exceeded so long as the principal
amount of such Refinancing Indebtedness does not exceed the principal amount of
such Indebtedness being Refinanced based on the exchange rate between the
currency of the Indebtedness being Refinanced and the currency of the
Refinancing Indebtedness and (z) the sterling-equivalent principal amount of
Indebtedness denominated in a currency other than pounds sterling and Incurred
pursuant to any Credit Facility shall be calculated based on the relevant
currency exchange rate in effect on, at the Company’s option, (i) the Closing
Date, (ii) any date on which any of the respective commitments under the Credit
Facility shall be reallocated between or among facilities or subfacilities
thereunder, or (iii) the date of such Incurrence. The principal amount of any
Indebtedness Incurred to Refinance other Indebtedness, if Incurred in a
different currency from the Indebtedness being Refinanced, shall be calculated
based on the currency exchange rate applicable to the currencies in which such
respective Indebtedness is denominated that is in effect on the date of such
Refinancing.


Section 4.10                                Sales of Assets and
Subsidiary Stock.


(a)                                  The
Company will not, and will not permit any Restricted Subsidiary to, make any
Asset Disposition unless:


(1)                                  the
Company or such Restricted Subsidiary receives consideration at the time of
such Asset Disposition at least equal to the Fair Market Value of the shares
and assets subject to such Asset Disposition;


(2)                                  at
least 75% of the consideration thereof received by the Company or such
Restricted Subsidiary is in the form of cash, Temporary Cash Investments or
Additional Assets; and



 57
 






 



 


(3)                                  an
amount equal to 100% of the Net Available Cash from such Asset Disposition is
applied by the Company or such Restricted Subsidiary, as the case may be,


(A)                              first, to the extent the Company or any
Restricted Subsidiary elects (or is required by the terms of any Indebtedness),
to prepay or repay, purchase, repurchase, redeem, retire, defease or otherwise
acquire for value Indebtedness of the Company or any Restricted Subsidiary or
Indebtedness of a Subsidiary of the Issuer, other than Indebtedness that is
either unsecured and pari passu in right of payment to the Notes and the Note
Guarantees or Indebtedness that is subordinate or junior in right of payment to
the Notes and the Note Guarantees;


(B)                                second, to the extent of the balance of
Net Available Cash after application in accordance with clause (A), to the
extent the Company or such Restricted Subsidiary elects, to invest in
Additional Assets or any capitalized expense related thereto (including by
means of an Investment in Additional Assets or any capitalized expense related
thereto by a Restricted Subsidiary with Net Available Cash received by the
Company or a Restricted Subsidiary);


(C)                                third, to the extent of the balance of
such Net Available Cash not applied in accordance with clauses (A) and (B)
within 366 days from the later of such Asset Disposition or the receipt of such
Net Available Cash (provided, however, that such 366-day period shall be
extended by up to 180 days to the extent a binding contractual commitment to
reinvest in or purchase Additional Assets or any capitalized expense related
thereto shall have been entered into by such 366th day to the extent such
commitment remains in effect and the planned reinvestment or purchase has not
been abandoned or cancelled), to make an Excess Proceeds Offer (as defined in
paragraph (b) of this Section 4.10) to purchase Notes pursuant to and subject
to the conditions set forth in paragraph (b) below, subject to proration as
described in paragraph (b) of this Section 4.10; and


(D)                               fourth, to the extent of the balance of
such Net Available Cash after application in accordance with clauses (A), (B)
and (C) (including any amounts for Notes not tendered in any Excess Proceeds
Offer), for any general corporate purpose permitted by the terms of this
Indenture;


provided,
however, that in
connection with any prepayment or repayment, purchase, repurchase, redemption,
retirement, defeasance or other acquisition for value of Indebtedness pursuant
to clause (A), (C) or (D) above, other than in connection with Bank
Indebtedness Incurred under any revolving facility the Company or such
Restricted Subsidiary will retire such Indebtedness and will cause the related
loan commitment (if any) to be permanently reduced in an amount equal to the
principal amount so permanently prepaid or repaid, purchased, repurchased,
redeemed, retired, defeased or otherwise acquired for value unless the Company
or such Restricted Subsidiary can incur such Indebtedness on such date under
this Indenture.


(b)                                 For
the purposes of clause (2) of paragraph (a) of this Section 4.10, the following
are deemed to be cash:


(1)                                  Indebtedness
and other liabilities shown on the most recent consolidated balance sheet of
the Company prior to the date of such Asset Disposition (other than
Subordinated Obligations) (i) that are assumed by the transferee of any such
assets and (ii) for which the



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Company and
its Restricted Subsidiaries are released from all liability at the time of such
Asset Disposition;


(2)                                  any
securities, notes or other obligations received by any such Intermediate
Guarantor, the Issuer or any such Restricted Subsidiary from such transferee
that are converted, sold or exchanged by the Company or such Restricted
Subsidiary into cash or Temporary Cash Investments within 90 days, to the
extent of the cash or Temporary Cash Investments received in that conversion,
sale or exchange; and


(3)                                  any
Designated Non-Cash Consideration.


(c)                                  In
the event of an Asset Disposition that requires the purchase of Notes pursuant
to clause (a)(3)(C) of this Section 4.10, the Issuer will be required to
purchase Notes tendered pursuant to an offer by the Issuer for the Notes (an “Excess Proceeds Offer”), which Excess Proceeds Offer shall
be in the amount of the Allocable Excess Proceeds, on a pro rata basis
according to principal amount, at a purchase price equal to 100% of the principal
amount thereof, plus accrued and unpaid interest thereon, if any, to the
purchase date (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date), in
accordance with the procedures (including prorating in the event of
over-subscription and calculation of the principal amount of Notes denominated
in different currencies) set forth in the Indenture. To the extent that any
portion of the amount of Net Available Cash remains after compliance with the
preceding sentence and Section 3.09, the Issuer may apply the remaining Net
Available Cash in accordance with clause (a)(3)(D) of this Section 4.10. The
Issuer will not be required to make an Excess Proceeds Offer for Notes (and
other Senior Indebtedness of the Issuer or any Intermediate Guarantor) pursuant
to this Section 4.10 if the Net Available Cash available therefor (after
application of the proceeds as provided in clauses (a)(3)(A) and (a)(3)(B)) is
less than £40 million for any particular Asset Disposition (which lesser amount
will be carried forward for purposes of determining whether an Excess Proceeds
Offer is required with respect to the Net Available Cash from any subsequent
Asset Disposition). Upon completion of each Excess Proceeds Offer, the amount
of Allocable Excess Proceeds will be reset at zero.


The term “Allocable Excess Proceeds” means
the product of:


(y)                                  the amount of
Net Available Cash remaining after application in accordance with clauses
(a)(3)(A) and (a)(3)(B) above, and


(z)                                    a fraction,


(1)                                  the numerator
of which is the aggregate principal amount of the Notes outstanding on the date
of an Excess Proceeds Offer, plus accrued and unpaid interest thereon, if any,
to such date, and


(2)                                  the denominator
of which is the sum of the aggregate principal amount of the Notes outstanding
on the date of such Excess Proceeds Offer, plus accrued and unpaid interest
thereon, if any, to such date, and the aggregate principal amount (or accreted
value in the case of Indebtedness with original issue discount) of other Senior
Indebtedness of the Company, the Issuer and any Intermediate Guarantor
outstanding on the date of such Excess Proceeds Offer, plus accrued and unpaid
interest thereon, if any, to such date, that is pari passu
in right of payment with the Notes or any Guarantee from the Company or an
Intermediate Guarantor and subject to terms and conditions in respect of Asset
Dispositions similar in all material respects to this Section 4.10 and
requiring the



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Issuer
to make an offer to purchase such Senior Indebtedness at substantially the same
time as such Excess Proceeds Offer.


(d)                                 The
Issuer will comply with the requirements of Section 14(e) of the Exchange Act
and any applicable securities laws or regulations in connection with the
repurchase of Notes pursuant to this Section 4.10. To the extent that the
provisions of any securities laws or regulations conflict with provisions of
this Section 4.10, the Issuer will comply with the applicable securities laws
and regulations and will not be deemed to have breached its obligations under
this Section 4.10 by virtue thereof.


Section 4.11                                Transactions with
Affiliates.


(a)                                  The
Company will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, enter into any transaction or series of related transactions
(including the purchase, sale, lease or exchange of any Property or the
rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) unless such transaction is on
terms:


(1)                                  that
are not materially less favorable to the Company or such Restricted Subsidiary,
as the case may be, than those that could be obtained at the time of such
transaction in arm’s-length dealings with a Person who is not such an
Affiliate;


(2)                                  that,
in the event such Affiliate Transaction involves an aggregate amount in excess
of £25 million:


(A)                              are
set forth in writing; and


(B)                                have
been approved by a majority of the members of the Board of Directors having no
personal stake in such Affiliate Transaction; and


(3)                                  that,
in the event such Affiliate Transaction involves an aggregate amount in excess
of £100 million, have been determined by an Independent Financial Advisor to be
fair, from a financial standpoint, to the Company and its Restricted
Subsidiaries.


(b)                                 The
provisions of the foregoing paragraph (a) will not apply to:


(1)                                  any
Restricted Payment permitted to be paid pursuant to Section 4.07 and any
transaction described in the Steps Paper;


(2)                                  transactions
between the Company and any Restricted Subsidiary (other than a Receivables
Subsidiary) or between Restricted Subsidiaries (other than a Receivables
Subsidiary);


(3)                                  sales
of accounts receivable or any participations therein to a Receivables
Subsidiary in connection with any Qualified Receivables Transaction;


(4)                                  in
respect of clauses (2) and (3) of paragraph (a) above, only, any issuance of
securities, or other payments, awards or grants in cash, securities (including
stock options and similar rights) or similar transfers to employees, directors
and consultants of the Parent, the Company, or any Restricted Subsidiary and
any of their Subsidiaries pursuant to, or for the purpose of funding,
employment arrangements, stock options and share ownership plans;



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(5)           in respect of
clauses (2) and (3) of paragraph (a) above, only, any loans or
advances, or Guarantees of third-party loans, to directors, officers, employees
and consultants in the ordinary course of business in accordance with past
practices of the Parent, the Company or any Restricted Subsidiary, as
applicable;


(6)           the payment of
reasonable fees and indemnities (including under customary insurance) to
directors, officers and consultants of the Parent, the Company, any Restricted
Subsidiary and any of their Subsidiaries;


(7)           any tax sharing
agreement or arrangement and payments pursuant thereto between or among the
Parent, the Company, any NTL Holding Company, the Issuer and any other
Restricted Subsidiaries not otherwise prohibited by this Indenture;


(8)           commercial
transactions on arm’s-length terms entered into in the ordinary course of
business of which the disinterested directors of the Company have been
notified, or if there are no disinterested directors, the directors;


(9)           transactions with
Affiliates solely in their capacity as holders of Indebtedness or Capital Stock
of the Issuer, any NTL Holding Company or any of its Subsidiaries, so long as
such Affiliates are treated no more favorably than holders of such Indebtedness
or Capital Stock generally;


(10)         any agreement in
effect on the Closing Date or any amendment or other modification thereto (so
long as such amendment or other modification is not disadvantageous to the
Holders in any material respect) or any transactions pursuant thereto;


(11)         the issuance and sale
of Capital Stock of the Company to (A) any officer, director or consultant
of the Company, any Restricted Subsidiary or any other NTL Holding Company
pursuant to agreements outstanding on the Closing Date, or (B) any NTL
Holding Company or any Restricted Subsidiary;


(12)         the entering into,
maintaining or performing of any employee contract, collective bargaining
agreement, benefit plan, program or arrangement, related trust agreement or any
other similar arrangement for or with any employee, officer, director or
consultant heretofore or hereafter entered into in the ordinary course of
business, including vacation, health, insurance, deferred compensation,
severance, retirement, savings or other similar plans, programs or
arrangements;


(13)         any insurance
arrangements entered into in the ordinary course of business with a captive
insurance company; or


(14)         any transaction in
the ordinary course of business between or among the Issuer or any Restricted
Subsidiary and any Affiliate of the Company that is an Unrestricted Subsidiary
or a joint venture or similar entity (including a Permitted Joint Venture) that
would constitute an Affiliate Transaction solely because the Issuer or a
Restricted Subsidiary owns an equity interest in or otherwise controls such
Unrestricted Subsidiary, joint venture or similar entity.


Section 4.12                                Liens.


The Company will
not, and will not permit any Restricted Subsidiary to, directly or indirectly,
Incur or permit to exist any consensual Lien of any nature whatsoever (any such
Lien, an “Initial Lien”)



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on any
of its Property or assets (including Capital Stock of a Restricted Subsidiary),
whether owned at the Closing Date or thereafter acquired, securing any
Indebtedness, other than Permitted Liens, without effectively providing that
the Notes shall be secured equally and ratably with (or prior to) the
obligations so secured for so long as such obligations are so secured.


Any Lien created
for the benefit of the Holders pursuant to the immediately preceding paragraph
may provide by its terms that such Lien will be automatically and
unconditionally released and discharged (1) upon the full and
unconditional release and discharge of the Initial Lien (other than as a result
of satisfaction of the debt secured through enforcement of such Lien), (2) with
respect to any Additional Subsidiary Guarantor the assets or the Capital Stock
of which are encumbered by such Lien, upon the release of the Additional
Subsidiary Guarantee of such Additional Subsidiary Guarantor in accordance with
Section 11.02 or (3) upon any defeasance or satisfaction and
discharge of the Notes as provided under Article 8 and Article 10 of
this Indenture.


Section 4.13                                Business
Activities.


The Company will
not, and will not permit any Restricted Subsidiary to, engage in any business,
other than a Permitted Business, except for any businesses that are immaterial
to the business as a whole.


Section 4.14                                Corporate
Existence.


Subject to Article 5
hereof, the Issuer and each Note Guarantor shall do or cause to be done all
things necessary to preserve and keep in full force and effect:


(1)           its corporate
existence, and the corporate, partnership or other existence of each of its
Restricted Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Issuer or any
such Restricted Subsidiary; and


(2)           the rights (charter
and statutory), licenses and franchises of the Issuer, each Note Guarantor and
their Restricted Subsidiaries;


provided,
however, that the Issuer and each Note Guarantor shall not be
required to preserve any such right, license or franchise, or the corporate,
partnership or other existence of any of their Restricted Subsidiaries, if the
Board of Directors or an Officer of the Issuer shall determine that the
preservation thereof is no longer necessary or desirable in the conduct of the
business of the Issuer, each Note Guarantor and their Restricted Subsidiaries,
taken as a whole.


The foregoing
shall not prohibit a sale, transfer or conveyance of a Restricted Subsidiary
(other than the Issuer) or any of its assets in compliance with the terms of
this Indenture.


Section 4.15                                Offer
to Repurchase Upon Change of Control.


(a)           Upon the occurrence of a Change of
Control, each Holder will have the right to require the Issuer to purchase all
or any part of such Holder’s Notes at a purchase price in cash equal to 101% of
the principal amount thereof, plus accrued and unpaid interest thereon, if any,
to the date of purchase (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date); provided, however,
that notwithstanding the occurrence of a Change of Control, the Issuer shall
not be obligated to purchase the Notes pursuant to this section in the
event that it has exercised its right to redeem all of the Notes pursuant to Section 3.07
hereof.



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(b)           Within 30 days following any Change
of Control giving rise to the obligations under this Section 4.15 or, at
the Issuer’s option, at any time prior to a Change of Control but following the
public announcement thereof, the Issuer shall mail a notice to each Holder with
a copy to the Trustee (the “Repurchase Offer”)
stating:


(1)           that
a Change of Control has occurred (or will occur) and that such Holder has the
right to require the Issuer to repurchase all or a portion of such Holder’s
Notes at a purchase price in cash equal to 101% of the principal amount
thereof, plus accrued and unpaid interest thereon, if any, to the date of
repurchase (subject to the right of Holders of record on the relevant record
date to receive interest on the relevant interest payment date);


(2)           the
circumstances and relevant facts regarding such Change of Control;


(3)           if
a Change of Control has been publicly announced but has not occurred at the
time such notice is mailed, that the Repurchase Offer is conditioned on the
consummation of such Change of Control occurring prior to or concurrent with
the repurchase;


(4)           the
repurchase date (which shall be no earlier than 30 days nor later than 60 days
from the date such notice is mailed);


(5)           that
any Note not tendered will continue to accrue interest;


(6)           that,
unless the Issuer defaults in the payment of the purchase price, all Notes
accepted for payment pursuant to the Repurchase Offer will cease to accrue
interest after the repurchase date;


(7)           that
Holders electing to have any Notes purchased pursuant to a Repurchase Offer
will be required to surrender the Notes, with the form entitled “Option of
Holder to Elect Purchase” attached to the Notes completed, to the Paying Agent
at the address specified in the notice prior to the close of business on the
third Business Day preceding the repurchase date;


(8)           that
Holders will be entitled to withdraw their election if the Paying Agent
receives, not later than the close of business on the second Business Day
preceding the repurchase date, a telegram, telex, facsimile transmission or
letter setting forth the name of the Holder, the principal amount of Notes
delivered for purchase, and a statement that such Holder is withdrawing his
election to have the Notes purchased; and


(9)           that Holders whose
Notes are being purchased only in part will be issued new Notes equal in
principal amount to the unpurchased portion of the Notes surrendered, which
unpurchased portion must be equal to $1,000 in principal amount or an integral
multiple thereof.


The Issuer will
comply with the requirements of Section 14(e) of the Exchange Act and
any applicable securities laws or regulations in connection with the repurchase
of Notes pursuant to this Section 4.15. To the extent that the provisions
of any securities laws or regulations conflict with provisions of this Section 4.15,
the Issuer will comply with the applicable securities laws and regulations and
will not be deemed to have breached its obligations under this Section 4.15
by virtue thereof.


(c)           On the repurchase date, the Issuer will, to the extent
lawful:


(1)           accept for payment
all Notes or portions thereof properly tendered pursuant to the Repurchase
Offer;



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(2)           deposit with the
relevant Paying Agent an amount equal to the purchase price in respect of all
Notes or portions of Notes properly tendered; and


(3)           deliver or cause to
be delivered to the Trustee the Notes properly accepted together with an Officer’s
Certificate stating the aggregate principal amount of Notes or portions of
Notes being purchased by the Issuer.


The relevant
Paying Agent will promptly mail to each Holder of Notes properly tendered the
purchase price for such Notes, and the Trustee will promptly authenticate and
mail (or cause to be transferred by book entry) to each Holder a new Note equal
in principal amount to any unpurchased portion of the Notes surrendered, if
any; provided that each new Note will be in a
minimum principal amount of $100,000 or an integral multiple of $1,000 in
excess thereof.


If, at the time of
the Change of Control, any series of the Notes is listed on the Luxembourg
Stock Exchange and if required by the rules of the Luxembourg Stock
Exchange, notice will be published in Luxembourg as set forth in Section 3.03
hereof.


The Issuer will
publicly announce the results of the Repurchase Offer on or as soon as
practicable after the repurchase date. 
If any series of the Notes is listed on the Luxembourg Stock Exchange
and if required by the rules of the Luxembourg Stock Exchange notice will
be published in Luxembourg as set forth in Section 3.03 hereof.


(d)           The Issuer will not be required to make a Repurchase Offer
upon a Change of Control if a third party makes the Repurchase Offer in the
manner, at the times and otherwise in compliance with the requirements set
forth in this Indenture applicable to a Repurchase Offer made by the Issuer and
purchases all Notes validly tendered and not withdrawn under such Repurchase
Offer. The Issuer shall not be required to effect more than one Repurchase
Offer, including repurchasing all Notes validly tendered and not withdrawn
under such Repurchase Offer, for each Change of Control.


Section 4.16                                Sale/Leaseback
Transactions.


The Company will
not, and will not permit any Restricted Subsidiary to, enter into any
Sale/Leaseback Transaction with respect to any Property unless:


(a)           such Intermediate Guarantor or such Restricted Subsidiary
would be entitled to:


(1)           Incur Indebtedness
in an amount equal to the Attributable Debt with respect to such Sale/Leaseback
Transaction pursuant to Section 4.09; and


(2)           create a Lien on
such Property securing such Attributable Debt without equally and ratably
securing the Notes pursuant to Section 4.12;


(b)           the net proceeds received by the Company or such
Restricted Subsidiary in connection with such Sale/Leaseback Transaction
represent the Fair Market Value of such Property; and


(c)           the transfer of such Property is permitted by, and the
Company or such Restricted Subsidiary applies the proceeds of such transaction
in compliance with Section 4.10.



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Section 4.17                                Designation
of Restricted and Unrestricted Subsidiaries.


(a)           The Board of Directors may designate any Subsidiary of the
Company (including any newly acquired or newly formed Subsidiary of the
Company) other than the Issuer to be an Unrestricted Subsidiary if:


(1)           no Default or Event
of Default shall have occurred and be continuing at the time of or after giving
effect to such designation;


(2)           such Subsidiary and
any of its Subsidiaries do not own any Capital Stock or Indebtedness of, or own
or hold any Lien on any Property of, the Company or any Restricted Subsidiary
other than a Subsidiary of the Subsidiary to be designated an Unrestricted
Subsidiary;


(3)           either:


(A)          the Subsidiary to be
so designated has total Consolidated assets of £1,000 or less; or


(B)           if such Subsidiary
has Consolidated assets greater than £1,000, then the Issuer would be permitted
to make an Investment under Section 4.07 after giving effect to such
designation in the amount specified in the definition of “Investment”;


(4)           all of the
Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of
designation, and will at all times thereafter, consist of Non-Recourse Debt
unless the Guarantee or other credit support related to any such Indebtedness
could be Incurred by the Company or the relevant Restricted Subsidiary under
this Indenture;


(5)           such Subsidiary is a
Person with respect to which neither the Company nor any Restricted Subsidiary
has any direct or indirect obligation:


(A)          to subscribe for
additional Capital Stock of such Person; or


(B)           to maintain or
preserve such Person’s financial condition or to cause such Person to achieve
any specified levels of operating results; and


(6)           on the date such
Subsidiary is designated an Unrestricted Subsidiary, such Subsidiary is not a
party to any agreement, contract, arrangement or understanding with the
Company, the Issuer or any other Restricted Subsidiary with terms substantially
less favorable to the Company, the Issuer or any Restricted Subsidiary than
those that might have been obtained from Persons who are not Affiliates of the
Company other than transactions that comply with Section 4.11.


In the event of any such designation, the Company
shall be deemed to have made an Investment constituting a Restricted Payment
pursuant to Section 4.07.


(b)           The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary if immediately after giving effect to
such designation:


(1)           no Default or Event
of Default shall have occurred and be continuing at the time of and after
giving effect to such designation,



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(2)           the Company could
Incur £1.00 of additional Indebtedness under paragraph (a) of Section 4.09,
and


(3)           all Liens and
Indebtedness of such Unrestricted Subsidiary outstanding immediately following
such designation would, if incurred at that time, have been permitted to be
Incurred for all purposes of this Indenture.


(c)           Any such designation of a Subsidiary as a Restricted
Subsidiary or Unrestricted Subsidiary by the Board of Directors shall be
evidenced to the Trustee by promptly filing with the Trustee a copy of the
resolution of the Board of Directors giving effect to such designation and an
Officer’s Certificate certifying that such designation complied with the
foregoing provisions.


Section 4.18                                [Intentionally
omitted]


Section 4.19                                Guarantees
of Indebtedness by Restricted Subsidiaries.


(a)           The Company will not permit any Restricted Subsidiary (other
than the Issuer and the Intermediate Guarantors or any other Note Guarantor) to
provide a Guarantee after the Closing Date of any Indebtedness of the Company,
the Issuer or any Intermediate Guarantor unless:


(1)           such Restricted
Subsidiary simultaneously (or prior thereto) executes and delivers a
supplemental indenture to this Indenture providing for a Guarantee by it of
payments of the Notes on an equal and ratable basis with such Guarantee, provided, however, that
any Guarantee by such Restricted Subsidiary of a Subordinated Obligation shall
be subordinated and junior in right of payment to the contemporaneous Guarantee
of the Notes by such Restricted Subsidiary;


(2)           such Restricted
Subsidiary waives and will not in any manner whatsoever claim or take the
benefit or advantage of, any rights of reimbursement, indemnity or subrogation
or any other rights against the Issuer or any other Restricted Subsidiary as a
result of any payment by such Restricted Subsidiary under its Guarantee; and


(3)           such Restricted
Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect
that:


(A)          such Guarantee has
been duly executed and authorized; and


(B)           such Guarantee
constitutes a valid, binding and enforceable obligation of such Restricted
Subsidiary, except insofar as enforcement thereof may be limited by insolvency,
bankruptcy, liquidation, reorganization, administration, moratorium,
receivership or similar laws (including all laws relating to fraudulent
transfers) and except insofar as enforcement thereof is subject to general
principles of equity;


(b)           The provisions of Section 4.19(a) shall not
apply to:


(1)           Guarantees by a
Restricted Subsidiary of any Indebtedness (other than Public Debt issued by the
Issuer or any Intermediate Guarantor) permitted to be Incurred pursuant to
paragraph (a) of Section 4.09;


(2)           Guarantees by a
Restricted Subsidiary pursuant to an agreement governing any Bank Indebtedness
permitted to be Incurred pursuant to clause (b)(1) of Section 4.09;



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(3)           Guarantees by a
Restricted Subsidiary under any Refinancing Indebtedness described in clause (4) of
paragraph (b) of Section 4.09, to the extent such Restricted
Subsidiary provided a Guarantee in respect of the Indebtedness being
Refinanced; provided that the Guarantee is not
senior in right of payment to the Guarantee in respect of the Indebtedness
being replaced;


(4)           Guarantees by a
Restricted Subsidiary of any Indebtedness described in clause (5) of
paragraph (b) of Section 4.09, to the extent existing under, or
required under the terms of, such Indebtedness; provided that
the Guarantee or any requirement to provide such Guarantee was in existence
prior to the contemplation of the merger, consolidation or acquisition that
resulted in the Incurrence of such Indebtedness (except as provided in clause
(b)(1) of this Section 4.19);


(5)           any Guarantee or
undertaking by any Restricted Subsidiary in favor of the UK Inland Revenue in
connection with the UK tax liability of the Company or any Restricted
Subsidiary; and


(6)           Guarantees by a
Restricted Subsidiary permitted under clause (11) of paragraph (b) of Section 4.09.


Section 4.20                                Anti-Layering


The Senior
Subordinated Subsidiary Guarantor may not Incur any Indebtedness if such
Indebtedness is by its terms expressly subordinate or junior in ranking in any
respect to any Senior Indebtedness of the Senior Subordinated Subsidiary
Guarantor (other than Bank Indebtedness Incurred pursuant to clause (1) of
paragraph (b) of Section 4.09) unless such Indebtedness is Senior
Subordinated Indebtedness of the Senior Subordinated Subsidiary Guarantor or is
expressly subordinated in right of payment to Senior Subordinated Indebtedness
of the Senior Subordinated Subsidiary Guarantor. In addition, the Senior
Subordinated Subsidiary Guarantor may not Incur any Secured Indebtedness that
is not Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor
(except to the extent such Indebtedness is secured only by a Lien arising
solely by operation of applicable law) unless contemporaneously therewith
effective provision is made to secure the Senior Subordinated Subsidiary
Guarantee of the Senior Subordinated Subsidiary Guarantor equally and ratably
with (or on a senior basis to, in the case of Indebtedness subordinated in
right of payment to the Senior Subordinated Subsidiary Guarantee) such Secured
Indebtedness for as long as such Secured Indebtedness is secured by a Lien.


Section 4.21                                Further
Instruments and Acts


Upon the request
of the Trustee, the Issuer and each Note Guarantor will execute and deliver
such further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purpose of this Indenture
and the Intercreditor Deed.


Section 4.22                                Listing


The Issuer will
use its commercially reasonable efforts to list and maintain the listing of the
Notes on the Luxembourg Stock Exchange or another comparable exchange.


Section 4.23                                Calculation
of Sterling Denominated Restrictions


Except as provided
in Section 4.09(d), for purposes of determining compliance with any sterling-denominated
restriction in this Indenture, the Sterling Equivalent amount for purposes
hereof that is



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denominated
in a non-sterling currency shall be calculated based on the relevant currency
exchange rate in effect on the date such non-sterling amount is incurred or
made, as the case may be.


ARTICLE 5

SUCCESSORS


Section 5.01                                Merger,
Consolidation, or Sale of Assets.


(a)           The Issuer will not consolidate with or merge with or
into, or convey, transfer or lease all or substantially all its assets to, any
Person, unless:


(1)           the Issuer is the
surviving corporation or the resulting, surviving or transferee Person other
than the Issuer (the “Successor Company”)
will be a corporation organized and existing under the laws of any country that
is a Member State, Bermuda, the United States of America, any State thereof or
the District of Columbia and the Successor Company will expressly assume, by a
supplemental indenture, executed and delivered to the Trustee, in form and
substance reasonably satisfactory to the Trustee, all the obligations of the
Issuer under the Notes and this Indenture;


(2)           immediately after
giving effect to such transaction (and treating any Indebtedness not previously
an obligation of the Issuer which becomes an obligation of the Successor
Company or any Restricted Subsidiary as a result of such transaction as having
been Incurred by the Successor Company or such Restricted Subsidiary at the
time of such transaction), no Default or Event of Default shall have occurred
and be continuing;


(3)           immediately after
giving effect to such transaction, the Issuer, if it is the surviving
corporation, or the Successor Company, would be able to Incur an additional
£1.00 of Indebtedness under paragraph (a) of Section 4.09;


(4)           each Note Guarantor
(unless it is the other party to the transaction above, in which case clause (1) shall
apply) shall have by supplemental indenture confirmed that its Note Guarantee
shall apply to such Person’s obligations in respect of this Indenture and the
Notes; and


(5)           the Issuer shall
have delivered to the Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that such consolidation, merger or transfer and such
supplemental indenture (if any) comply with the provisions described in this
paragraph; provided, that in giving such opinion,
such counsel may rely on an Officer’s Certificate as to compliance with clauses
(2) and (3) above and as to any matters of fact.


The Successor Company will succeed to, and be
substituted for, and may exercise every right and power of, the Issuer under
this Indenture, but the predecessor Issuer in the case of a conveyance,
transfer or lease of all or substantially all its assets will not be released
from the obligation to pay the principal of and interest on the Notes.


Clauses (2) and (3) of this section 5.01(a) will
not apply to any transaction in which (A) any Restricted Subsidiary
consolidates with, merges into or transfers all or part of its properties and
assets to the Issuer or (B) the Issuer consolidates or merges with or into
or transfers all or substantially all of its assets to (i) an Affiliate
incorporated or organized for the purpose of changing the legal domicile of the
Issuer, reincorporating the Issuer in another jurisdiction or changing its
legal structure to a corporation or



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other entity or (ii) a
Restricted Subsidiary so long as all assets of the Restricted Subsidiaries
immediately prior to such transaction (other than Capital Stock of such
Restricted Subsidiary) are owned by such Restricted Subsidiary and its
Restricted Subsidiaries immediately after the consummation thereof.


(b)           The Company and each Note Guarantor will not, and each
Note Guarantor and the Issuer will not permit any Subsidiary Guarantor to,
consolidate with or merge with or into, or convey, transfer or lease all or
substantially all of its assets to any Person unless:


(1)           the resulting,
surviving or transferee Person if other than such Note Guarantor (the “Successor Guarantor”) will be a corporation organized and
existing under the laws of a country that is a Member State, Bermuda, the
United States of America, any State thereof or the District of Columbia, and
such Person (if not such Note Guarantor) will expressly assume, by a
supplemental indenture, executed and delivered to the Trustee, in form and
substance satisfactory to the Trustee, all the obligations of such Note
Guarantor under its Note Guarantee;


(2)           immediately after
giving effect to such transaction (and treating any Indebtedness not previously
an obligation of such Note Guarantor which becomes an obligation of the
Successor Guarantor or any Restricted Subsidiary as a result of such
transaction as having been Incurred by the Successor Guarantor or such
Restricted Subsidiary at the time of such transaction), no Default or Event of
Default shall have occurred and be continuing; and


(3)           the Issuer will have
delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel,
each stating that such consolidation, merger or transfer and such supplemental
indenture (if any) comply with this Indenture; provided that
in giving such opinion, such counsel may rely on an Officer’s Certificate as to
compliance with clause (2) above and as to any matters of fact.


Notwithstanding
the foregoing, the Company or any Restricted Subsidiary may consolidate with,
merge into or transfer all or part of its properties and assets to, any
Intermediate Guarantor, the Issuer or any Subsidiary Guarantor; provided, however, that
neither the Company nor any Restricted Subsidiary shall be permitted to
consolidate with, merge into or transfer all or part of its properties and
assets to any Intermediate Guarantor or any Subsidiary Guarantor if following
such consolidation, merger or transfer such Intermediate Guarantor or such
Subsidiary Guarantor would be prohibited by applicable law from continuing to
provide a Note Guarantee or the amount of such Note Guarantee would be required
to be limited to a greater extent than immediately prior to such consolidation,
merger or transfer.


ARTICLE 6

DEFAULTS AND REMEDIES


Section 6.01                                Events
of Default.


(a)           Each of the following is an Event of Default:


(1)           a default in any
payment of interest on, or Additional Amounts with respect to, any Note when
due and payable continued for 30 days;


(2)           a default in the
payment of principal of or premium, if any, on any Note when due and payable at
its Stated Maturity, upon optional redemption, upon required repurchase, upon
declaration or otherwise;


(3)           the failure to
comply with obligations under Article 5;



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(4)           the failure to
comply for 30 days after notice with any obligations under Section 3.09 or
Section 4.10 (in each case, other than a failure to purchase Notes, which
will constitute an Event of Default under paragraph 6.01(a)(2));


(5)           the failure to
comply for 60 days after notice with any other agreement contained in the Notes
or this Indenture;


(6)           the failure by the
Company, the Issuer or any other Restricted Subsidiary or any other NTL Holding
Company to pay any Indebtedness within any applicable grace period after final
maturity, or the acceleration of any such Indebtedness by the holders thereof
because of a default, if, in each case, the total amount of such Indebtedness
unpaid or accelerated exceeds £50 million or its equivalent in another
currency;


(7)           (A) a
proceeding is commenced seeking a decree or order for (i) relief in
respect of the Issuer, any Note Guarantor or a Significant Subsidiary in an
involuntary case under any applicable Bankruptcy Law, (ii) appointment of
a receiver, liquidator, assignee, custodian, trustee, examiner, administrator,
sequestration or similar official of the Issuer, any Note Guarantor or a
Significant Subsidiary or for all or substantially all of the property and
assets of the Issuer, any Note Guarantor or a Significant Subsidiary or (iii) the
winding up or liquidation of the affairs of the Issuer, any Note Guarantor or a
Significant Subsidiary (other than, except in the case of the Issuer, a solvent
winding up or liquidation in connection with a transfer of assets among
Holdings and its Restricted Subsidiaries) and, in each case, such proceeding
shall remain unstayed and in effect for a period of 30 consecutive days; or (B) the
Issuer, any Note Guarantor or a Significant Subsidiary (i) commences a
voluntary case (including taking any action for the purpose of winding up)
under any applicable Bankruptcy Law, or consents to the entry of an order for
relief in an involuntary case under any such law, (ii) consents to the
appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, examiner, administrator, sequestration or similar official
of the Issuer, any Note Guarantor or a Significant Subsidiary or for all or
substantially all of the property and assets of the Issuer, any Note Guarantor
or a Significant Subsidiary or (iii) effects any general assignment for
the benefit of creditors;


(8)           the rendering of any
judgment or decree for the payment of money in excess of £50 million or its
equivalent in another currency against the Company or any Restricted Subsidiary
if such judgment or decree remains outstanding for a period of 60 days
following such judgment or decree and is not discharged, waived or stayed
before the end of such period; or


(9)           any Note Guarantee
ceases to be in full force and effect (except as contemplated by the terms
thereof) or any Note Guarantor or Person acting by or on behalf of such Note
Guarantor denies or disaffirms in writing such Note Guarantor’s obligations
under this Indenture or any Note Guarantee (other than by reason of the
termination of this Indenture or such Note Guarantee or the release of such
Note Guarantee in accordance with such Note Guarantee or this Indenture).


The foregoing will
constitute Events of Default whatever the reason for any such Event of Default
and whether it is voluntary or involuntary or is effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body.


(b)           A default under clause (4) or (5) of Section 6.01(a) will
not constitute an Event of Default until the Trustee notifies the Issuer or the
Holders of at least 25% in aggregate principal amount of the outstanding Notes
notify the Issuer and the Trustee of the default and the Company, the Issuer,
the



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relevant NTL Holding Company or the relevant
Restricted Subsidiary, as applicable, does not cure such default within the
time specified in clause (4) or (5) of Section 6.01(a) after
receipt of such notice. Such notice must specify the Default, demand that it be
remedied and state that such notice is a notice of Default. When a Default or
an Event of Default is cured within the time specified, it ceases. In the event of a declaration of
acceleration of the Notes because an Event of Default described in clause (a)(5) of
this Section 6.01 has occurred and is continuing, the declaration of
acceleration of the Notes shall be automatically annulled if the event of
default or payment default triggering such Event of Default pursuant to clause
(a)(5) of this Section 6.01 shall be remedied or cured, or waived by
the holders of the Indebtedness, or the Indebtedness that gave rise to such
Event of Default shall have been discharged in full, within 30 days after the
declaration of acceleration with respect thereto and if (A) the annulment of
the acceleration of the Notes would not conflict with any judgment or decree of
a court of competent jurisdiction and (B) all existing Events of Default,
except nonpayment of principal, premium or interest on the Notes that became
due solely because of the acceleration of the Notes, have been cured or waived.


(c)           The Issuer will deliver to the Trustee, within
30 days after the occurrence thereof, written notice in the form of an
Officer’s Certificate of any event which is, or with the giving of notice or
lapse of time or both would become, an Event of Default, its status and what
action the Issuer is taking or proposes to take in respect thereof.


Section 6.02                                Acceleration.


Subject to the
terms of the Intercreditor Deed and the provisions of Section 6.01(b), if
an Event of Default (other than an Event of Default under the bankruptcy
provisions described in clause (7) of Section 6.01(a) with
respect to the Issuer, any Note Guarantor or any Significant Subsidiary) occurs
and is continuing, the Trustee or the Holders of at least 25% in aggregate
principal amount of the outstanding Notes by notice to the Issuer may declare
the principal of and accrued but unpaid interest on all the Notes to be due and
payable. Upon such a declaration, such principal and interest will be due and
payable immediately. If an Event of Default under the bankruptcy provisions
described in clause (7) of Section 6.01(a) with respect to the
Issuer, any Note Guarantor or any Significant Subsidiary occurs, the unpaid
principal of and interest on all the Notes will become immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holders.  Notwithstanding the above, if
the Issuer exercises its covenant defeasance option under Article 8
hereof, payment of the Notes may not be accelerated pursuant to this Section 6.02
because of the occurrence of an Event of Default specified in clauses (4), (6),
(7) or (8) of Section 6.01 or non-compliance with clause (a)(3) of
Section 5.01.


The Holders of a
majority in aggregate principal amount of the then outstanding Notes by written
notice to the Trustee may on behalf of all of the Holders rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest, Special Interest or premium that has become due solely
because of the acceleration) have been cured or waived.


Section 6.03                                Other
Remedies.


If an Event of
Default occurs and is continuing, the Trustee may pursue any available remedy
by proceeding at law or in equity to collect the payment of principal, premium,
if any, and interest on the Notes or to enforce the performance of any
provision of the Notes or this Indenture.


The Trustee may
maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding.  A
delay or omission by the Trustee or any Holder of a Note in exercising any
right or remedy accruing upon an Event of Default shall not impair the right or
remedy or



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constitute
a waiver of or acquiescence in the Event of Default.  No remedy is exclusive of any other remedy.
All remedies are cumulative to the extent permitted by law.


Section 6.04                                Waiver
of Past Defaults.


Subject to Section 6.07
and Section 9.02 hereof, the Trustee, upon receipt of written notice from
the Holders of not less than a majority in aggregate principal amount of the
Notes then outstanding, may on behalf of the Holders of all of the Notes
rescind an acceleration or waive any existing Default or Event of Default and
its consequences hereunder except a continuing Default or Event of Default in
the payment of interest or the premium on, or the principal of the Notes
(including in connection with an offer to purchase).  Upon any such waiver, such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or impair any right consequent
thereon.


Section 6.05                                Control
by Majority.


The Holders of a
majority in aggregate principal amount of the outstanding Notes may direct the
time, method and place of conducting any proceeding for exercising any remedy
available to the Trustee, or of exercising any trust or power conferred on the
Trustee, in respect of the Notes. 
However, the Trustee may refuse to follow any direction that the Trustee
determines (after consultation with counsel) conflicts with law, this Indenture
or the Intercreditor Deed or that the Trustee determines is unduly prejudicial
to the rights of any other Holder or that may involve the Trustee in personal
liability or expense; provided that
the Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with any such direction. 
Prior to taking any action under this Indenture, the Trustee will be
entitled to reasonable indemnification satisfactory to it against all losses
and expenses caused by taking or not taking such action.


Section 6.06                                Limitation
on Suits.


(a)           Except to enforce the right to receive payment of
principal, premium (if any) or interest when due, no Holder may pursue a remedy
with respect to this Indenture or the Notes unless:


(1)           such Holder has
previously given the Trustee notice that an Event of Default is continuing;


(2)           Holders of at least
25% in aggregate principal amount of the outstanding Notes have requested the
Trustee in writing to pursue the remedy;


(3)           such Holders have
provided the Trustee security or indemnity satisfactory to the Trustee against
any loss, liability or expense;


(4)           the Trustee has not
complied with such request within 60 days after the receipt of the request
and the security or indemnity reasonably satisfactory to the Trustee; and


(5)           the Holders of a majority
in aggregate principal amount of the outstanding Notes have not given the
Trustee a direction inconsistent with such request within such 60-day period.


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



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Section 6.07                                Rights
of Holders to Receive Payment.


Notwithstanding any other provision of this Indenture,
the right of any Holder to receive payment of principal, premium, if any, and
interest on the Note held by such Holder, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or
to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder.


Section 6.08                                Collection
Suit by Trustee.


If an Event of Default specified in
Section 6.01(a)(1) or (2) occurs and is continuing, the Trustee is
authorized to recover judgment in its own name and as trustee of an express
trust against the Issuer or any other obligor on the Notes for the whole amount
then due and owing (together with interest on any unpaid interest to the extent
lawful) and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.


Section 6.09                                Trustee
May File Proofs of Claim.


The Trustee is authorized to file such proofs of claim
and other papers or documents as may be necessary or advisable in order to have
the claims of the Trustee (including any claim for the properly incurred
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and the Holders allowed in any judicial proceedings relative to
the Issuer, any other obligor upon the Notes, their creditors or their property
and shall be entitled and empowered to collect, receive and distribute any
money or other property payable or deliverable on any such claims and any
custodian in any such judicial proceeding is hereby authorized by each Holder
to make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.07 hereof. 
To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.07 hereof out of the estate
in any such proceeding, shall be denied for any reason, payment of the same
shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise.  Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf
of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding.


Section 6.10                                Priorities.


If the Trustee collects
any money pursuant to this Article 6, it shall pay out the money, subject
to the terms of the Intercreditor Deed, in the following order:


First:          to the
Trustee, its agents and attorneys for amounts due under Section 7.07
hereof, including payment of all compensation, expense and liabilities
incurred, and all advances made, by the Trustee and the costs and expenses of
collection;


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



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Third:         to the
Issuer or to such party as a court of competent jurisdiction shall direct.


The Trustee may fix a record date and payment date for
any payment to Holders pursuant to this Section 6.10.


Section 6.11                                Undertaking
for Costs.


In any suit for the enforcement of any right or remedy
under this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys’ fees and expenses, against any party litigant in the
suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant.  This
Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes, or to any suit initiated by any
Holder for the enforcement of the payment of any principal of or interest on
any Note, on or after its maturity date.


Section 6.12                                Stay,
Extension and Usury Laws.


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


ARTICLE
7

TRUSTEE


Section 7.01                                Duties
of Trustee.


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


(b)           Except
during the continuance of an Event of Default:


(1)           the duties of the
Trustee will be determined solely by the express provisions of this Indenture
and the Trustee need perform only those duties that are specifically set forth
in this Indenture and no others, and no implied covenants or obligations shall
be read into this Indenture against the Trustee; and


(2)           in the absence of
bad faith on its part, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture.  However,
with respect to certificates or opinions specifically required to be furnished
to it hereunder, the Trustee will examine the certificates and opinions to
determine whether or not they conform to the requirements of this Indenture.



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(c)           The
Trustee may not be relieved from liabilities for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:


(1)           this paragraph does
not limit the effect of paragraph (b) of this Section 7.01;


(2)           the Trustee will not
be liable for any error of judgment made in good faith by a Responsible
Officer, unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts;


(3)           the Trustee will not
be liable with respect to any action it takes or omits to take in good faith in
accordance with a direction received by it pursuant to Section 6.02, 6.04
or 6.05 hereof; and


(4)           no provision of this
Indenture will require the Trustee to expend or risk its own funds or otherwise
incur financial liability in the performance of any of its duties hereunder or
in the exercise of any of its rights or powers, if it shall have reasonable
grounds to believe that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.


(d)           Whether
or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of
this Section 7.01.


(e)           The
Trustee will be under no obligation to exercise any of its rights and powers
under this Indenture or the Intercreditor Deed at the request of any Holders,
unless such Holders have provided to the Trustee security and indemnity
satisfactory to it against any loss, liability or expense.


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


Section 7.02                                Rights
of Trustee.


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


(b)           Before
the Trustee acts or refrains from acting, it may require an Officer’s
Certificate or an Opinion of Counsel or both. 
The Trustee will not be liable for any action it takes or omits to take
in good faith in reliance on such Officer’s Certificate or Opinion of
Counsel.  The Trustee may consult with
counsel and the advice of such counsel or any Opinion of Counsel will be full
and complete authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.


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


(d)           The
Trustee will not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within the rights or powers
conferred upon it by this Indenture.


(e)           Unless
otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Issuer will be sufficient if signed by an Officer
of the Issuer.



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(f)            The
Trustee will be under no obligation to exercise any of the rights or powers
vested in it by this Indenture or the Intercreditor Deed at the request or
direction of any of the Holders unless such Holders have offered to the Trustee
reasonable security or indemnity satisfactory to it against the costs, expenses
and liabilities that might be incurred by it in compliance with such request or
direction.


(g)           The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, direction, order, approval, bond, debenture, note,
other evidence of indebtedness or other paper or document but the Trustee, in
its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books, records
and premises of the Issuer, personally or by agent or attorney at the sole
expense of the Issuer and shall incur no liability of any kind by reason of
such inquiry or investigation.


(h)           The
Trustee will have no duty to inquire as to the Issuer’s performance of the
covenants in Article 4 hereof.  In
addition, the Trustee will not be deemed to have knowledge of any Default or
Event of Default except any Default or Event of Default of which a Responsible
Officer of the Trustee has received written notification identifying the Notes
or Indenture or obtained actual knowledge.


(i)            Neither
the Trustee nor any clearing system through which the Notes are traded shall
have any obligation or duty to monitor, determine or inquire as to compliance,
and shall not be responsible or liable for compliance, with restrictions on
transfer, exchange, redemption, purchase or repurchase, as applicable, of
minimum denominations imposed under this indenture or under applicable law or
regulation with respect of any transfer, exchange, redemption, purchase or
repurchase, as applicable, of interest in any Note.


(j)            The
Trustee is not required to give any bond or surety with respect to the
performance of its duties or the exercise of its powers under this Indenture.


(k)           In
the event the Trustee receives inconsistent or conflicting requests and
indemnity from two or more groups of Holders, each representing less than a
majority in aggregate principal amount of the Notes then outstanding, pursuant
to the provisions of this Indenture, the Trustee, in its sole discretion, may
determine what action, if any, will be taken.


(l)            The
permissive right of the Trustee to take the actions permitted by this Indenture
or the Intercreditor Deed will not be construed as an obligation or duty to do
so.


(m)          Delivery
of reports, information and documents to the Trustee under Section 4.03 is for
informational purposes only and the Trustee’s receipt of the foregoing will not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Issuer’s
compliance with any of their covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officer’s Certificates or Opinions of Counsel,
as applicable).


(n)           The
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to,
and will be enforceable by, the Trustee in each of its capacities hereunder,
and each agent, custodian and other Person employed to act hereunder.


(o)           The
Trustee may request that the Issuer deliver an Officer’s Certificate setting
forth the names of individuals and/or titles of officers authorized at such
time to take specified actions pursuant to this Indenture, which Officer’s
Certificate may be signed by any person authorized to sign an Officer’s



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Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.


(p)           Under
no circumstances will the Trustee be liable to the Company for any
consequential loss (being loss of business, goodwill, opportunities or profit)
even if advised of the possibility of such loss or damage.


(q)           Trustee
will not be liable if prevented or delayed in performing any of its obligations
by reason of any present or future law applicable to it, by any governmental or
regulatory authority or by any circumstances beyond its control.


(r)            In
no event shall the Trustee be responsible or liable for any failure or delay in
the performance of its obligations hereunder arising out of, or caused by,
directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God; it
being understood that the Trustee shall use reasonable best efforts which are
consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.


(s)           The
Trustee will not be liable to any person if prevented or delayed in performing
any of its obligations or discretionary functions under this Indenture by
reason of any present or future law.


Section 7.03                                Individual
Rights of Trustee.


The Trustee in its individual or any other capacity
may become the owner or pledgee of Notes and may otherwise deal with the Issuer
or any Affiliate of the Issuer with the same rights it would have if it were
not Trustee.  However, in the event that
the Trustee acquires any conflicting interest it must eliminate such conflict
within 90 days, apply to the SEC for permission to continue as trustee or
resign.  Any Paying Agent or Registrar
may do the same with like rights and duties. 
The Trustee is also subject to Sections 7.10 and 7.11 hereof.


Section 7.04                                Trustee’s
Disclaimer.


The Trustee will not be responsible for and makes no
representation as to the validity or adequacy of this Indenture, the Notes or
any Note Guarantee and it shall not be accountable for the Issuer’s use of the
proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s
direction under any provision of this Indenture, it will not be responsible for
the use or application of any money received by any Paying Agent other than the
Trustee, and it will not be responsible for any statement or recital herein or
any statement in the Notes or any other document in connection with the sale of
the Notes or pursuant to this Indenture other than its certificate of
authentication.


Section 7.05                                Notice
of Defaults.


If a Default (or an Event of Default) occurs and is
continuing and is known to the Trustee, the Trustee will mail to each Holder a
notice of the Default or Event of Default within the earlier of 90 days
after it occurs or 30 days after it is known to a Trust Officer or written
notice of it is received by the Trustee. 
Except in the case of a Default or Event of Default in payment of
principal of, premium, if any, or interest on any Note (including payments
pursuant to the redemption provisions of such Note), the Trustee may withhold
the notice if and so long as a committee of its Trust Officers in good faith
determines that withholding the notice is in the interests of the Holders.



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Section 7.06                                Reports
by Trustee to Holders.


(a)           Within 60 days
after each February 15 beginning with the February 15 following the Closing
Date, and for so long as Notes remain outstanding, the Trustee will mail to the
Holders a brief report dated as of such reporting date that complies with TIA
§ 313(a) (but if no event described in TIA § 313(a) has occurred
within the twelve months preceding the reporting date, no report need be
transmitted).  The Trustee also will
comply with TIA § 313(b)(2).  The Trustee
will also transmit by mail all reports as required by TIA § 313(c).


(b)           A copy of each
report at the time of its mailing to the Holders will be mailed by the Trustee
to the Issuer and filed by the Trustee with the SEC and each stock exchange on
which the Notes are listed in accordance with TIA § 313(d).  The Issuer will promptly notify the Trustee
when the Notes are listed on any stock exchange or delisted therefrom.


Section 7.07                                Compensation
and Indemnity.


(a)           The Issuer and each
Note Guarantor, jointly and severally, will pay to the Trustee from time to
time such compensation for its acceptance of this Indenture and services
hereunder and thereunder as the Issuer and the Trustee shall from time to time
agree in writing.  The Trustee’s
compensation will not be limited by any law on compensation of a trustee of an
express trust.  The Issuer and each Note
Guarantor, jointly and severally, will reimburse the Trustee promptly upon
request for all reasonable disbursements, advances and expenses incurred or
made by it, including costs of collection, in addition to the compensation for
its services.  Such expenses will include
the reasonable compensation, disbursements, expenses and advances of the
Trustee’s agents, counsel, accountants and experts.


(b)           The Issuer and each
Note Guarantor, jointly and severally, will indemnify the Trustee, and hold it
harmless, against any and all losses, claims, damages, liabilities or expenses
(including properly incurred attorney’s fees) incurred by it arising out of or
in connection with the acceptance or administration of this trust and its
duties under this Indenture or under the Intercreditor Deed, including the
costs and expenses of enforcing this Indenture against the Issuer (including
this Section 7.07) and defending itself against any claim (whether
asserted by the Issuer, or any Holder or any other Person) or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.  The Trustee will notify the
Issuer promptly of any claim for which it may seek indemnity.  Failure by the Trustee to so notify the
Issuer will not relieve the Issuer of its obligations hereunder.  At the Trustee’s sole discretion, the Issuer
will defend the claim and the Trustee will provide reasonable cooperation and
may participate at the Issuer’s expense in the defense.  Alternatively, the Trustee may at its option
have separate counsel of its own choosing and the Issuer will pay the properly
incurred fees and expenses of such counsel; provided that
the Issuer will not be required to pay such fees and expenses if it assumes the
Trustee’s defense, there is, in the opinion of the Trustee, no conflict of
interest between the Issuer and the Trustee in connection with such defense and
no Default or Event of Default has occurred and is continuing.  The Issuer need not pay for any settlement
made without its written consent, which consent shall not be unreasonably
withheld.  The Issuer need not reimburse
any expense or indemnify against any loss or liability to the extent incurred
by the Trustee through its negligence, bad faith or willful misconduct.


(c)           The obligations of
the Issuer under this Section 7.07 and any Lien arising hereunder will
survive the resignation or removal of the Trustee, the discharge of the Issuer’s
obligations pursuant to Article 10 or the termination of this Indenture.


(d)           To secure the Issuer’s
payment obligations in this Section 7.07, the Trustee will have a Lien
prior to the Notes on all money or property held or collected by the Trustee,
except that held in trust



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to pay
principal and interest on particular Notes. 
Such Lien will survive the satisfaction and discharge of this Indenture.


(e)           When the Trustee
incurs expenses or renders services after an Event of Default specified in
Section 6.01(a)(7) hereof occurs, the expenses and the compensation for
the services (including the fees and expenses of its agents and counsel) are
intended to constitute expenses of administration under any Bankruptcy Law.


(f)            The Trustee will
comply with the provisions of TIA § 313(b)(2) to the extent applicable.


Section 7.08                                Replacement
of Trustee.


(a)           A resignation or
removal of the Trustee and appointment of a successor Trustee will become
effective only upon the successor Trustee’s acceptance of appointment as
provided in this Section 7.08.


(b)           The Trustee may
resign in writing at any time and be discharged from the trust hereby created
by so notifying the Issuer.  The Holders
of a majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Issuer in writing.  The Issuer may remove the Trustee if:


(1)           the Trustee fails to comply with
Section 7.10 hereof;


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


(3)           a custodian or public officer takes
charge of the Trustee or its property; or


(4)           the Trustee becomes incapable of
acting.


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


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


(e)           If the Trustee,
after written request by any Holder who has been a Holder for at least six
months, fails to comply with Section 7.10, such Holder may petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.


(f)            A successor Trustee
will deliver a written acceptance of its appointment to the retiring Trustee
and to the Issuer.  Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the
successor Trustee will have all the rights, powers and duties of the Trustee
under this Indenture.  The successor
Trustee will mail a notice of its succession to Holders.  The retiring Trustee will promptly transfer
all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been
paid and subject to the Lien provided for in Section 7.07 hereof.



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Notwithstanding
replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations
under Section 7.07 hereof will continue for the benefit of the retiring
Trustee.


Section 7.09                                Successor
Trustee by Merger, etc.


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


Section 7.10                                Eligibility;
Disqualification.


There will at all times be a Trustee hereunder that is
a corporation organized and doing business under the laws of the United States
or of any state thereof that is authorized under such laws to exercise
corporate trustee power, that is subject to supervision or examination by U.S.
federal or state authorities and that has a combined capital and surplus of at
least $100 million as set forth in its most recent published annual report
of condition.


This Indenture will always have a Trustee who
satisfies the requirements of TIA § 310(a)(1), (2) and (5).  The Trustee shall comply with TIA
§ 310(b); provided, however, that there
shall be excluded from the operation of TIA § 310(b)(1) any indenture or
indentures under which other securities or certificates of interest or
participation in other securities of the Issuer are outstanding if the
requirements for such exclusion set forth in TIA § 310(b)(1) are met.


Section 7.11                                Preferential
Collection of Claims Against Issuer.


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


ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


Section 8.01                                Option
to Effect Legal Defeasance or Covenant Defeasance.


The Issuer may, at the option of its Board of
Directors evidenced by a resolution set forth in an Officer’s Certificate, at
any time, elect to have either Section 8.02 or 8.03 hereof be applied to
all outstanding Notes upon compliance with the conditions set forth below in
this Article 8.


Section 8.02                                Legal
Defeasance and Discharge.


Upon the Issuer’s exercise under Section 8.01
hereof of the option applicable to this Section 8.02, the Issuer will,
subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be deemed to have been discharged from its obligations with respect to
all outstanding Notes on the date the conditions set forth below are satisfied
(hereinafter, “Legal Defeasance”).  For this purpose, Legal Defeasance means that
the Issuer will be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes, which will thereafter be deemed to be “outstanding”
only for the purposes of Section 8.05 hereof and the other Sections of
this Indenture referred to in clauses (a) and (b) below, and to have satisfied
all its other obligations under such Notes, and this Indenture (and the
Trustee, on demand of and at the expense of the Issuer, shall execute proper
instruments acknowledging the same), except for the following provisions which
will survive until otherwise terminated or discharged hereunder:



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(a)           the rights of
Holders of outstanding Notes to receive payments in respect of the principal
of, or interest or premium, if any, on such Notes when such payments are due
from the trust referred to in Section 8.04 hereof;


(b)           the Issuer’s
obligations with respect to the Notes concerning issuing temporary Notes,
registration of Notes, mutilated, destroyed, lost or stolen Notes and the
maintenance of an office or agency for payment and money for security payments
held in trust set forth in Article 2 hereof;


(c)           the rights, powers,
trusts, duties and immunities of the Trustee hereunder and the Issuer’s
obligations in connection therewith; and


(d)           this Article 8.


Subject to compliance with this Article 8, the
Issuer may exercise its option under this Section 8.02 notwithstanding the
prior exercise of its option under Section 8.03 hereof.


Section 8.03                                Covenant
Defeasance.


Upon the Issuer’s exercise under Section 8.01
hereof of the option applicable to this Section 8.03, the Issuer will,
subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be released from each of its obligations under the covenants contained
in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10 (including Section 3.09),
4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.19, 4.20, 4.21, 4.22 and
Section 5.01(a)(3) hereof with respect to the outstanding Notes on and
after the date the conditions set forth in Section 8.04 hereof are
satisfied (hereinafter, “Covenant Defeasance”),
and the Notes will thereafter be deemed not “outstanding” for the purposes of
any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but will
continue to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Notes will not be deemed outstanding for accounting
purposes).  For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Issuer may
omit to comply with and will have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply will not constitute a
Default or an Event of Default under Section 6.01 hereof, but, except as
specified above, the remainder of this Indenture and such Notes will be
unaffected thereby.  In addition, upon
the Issuer’s exercise under Section 8.01 hereof of the option applicable
to this Section 8.03 hereof, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, Sections 6.01(a) (4), (6), (7) (as it
relates to Significant Subsidiaries and Note Guarantors) and (8) hereof will
not constitute Events of Default.


Section 8.04                                Conditions
to Legal Defeasance or Covenant Defeasance.


In order to exercise
either Legal Defeasance or Covenant Defeasance under either Section 8.02
or 8.03 hereof:


(a)           The Issuer must
irrevocably deposit in trust (subject to Section 8.05 hereof) with the Trustee
cash in U.S. dollars or U.S. Government Obligations or a combination thereof,
the principal of and interest on which will be sufficient, in the opinion of an
Independent Financial Advisor, to pay the principal of, premium, if any, and
interest on the outstanding Notes on the stated date for payment thereof or on
the applicable redemption date, as the case may be, as specified in an Officer’s
Certificate, and the Issuer must specify whether the Notes are being defeased
to maturity or to a particular redemption date;



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(b)           in the case of an
election under Sections 8.01 and 8.02 hereof, the Issuer has delivered to
the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that:


(1)           the Issuer has received from, or
there has been published by, the Internal Revenue Service a ruling; or


(2)           since the date of this Indenture,
there has been a change in the applicable U.S. federal income tax law,


in either case to the
effect that, and based thereon such Opinion of Counsel shall confirm that, the
Holders of the outstanding Notes will not recognize income, gain or loss for
U.S. federal or UK income tax purposes as a result of such deposit and Legal
Defeasance and will be subject to U.S. federal and UK income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such deposit and Legal Defeasance had not occurred;


(c)           in the case of an
election under Sections 8.01 and 8.03 hereof, the Issuer must deliver to
the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that the Holders of the outstanding Notes will not recognize income,
gain or loss for U.S. federal or UK income tax purposes as a result of such
deposit and Covenant Defeasance and will be subject to U.S. federal and UK
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such deposit and Covenant Defeasance had not occurred;


(d)           no Default or Event
of Default shall have occurred and be continuing on the date of such deposit
(other than a Default or Event of Default resulting from the borrowing of funds
to be applied to such deposit);


(e)           such Legal
Defeasance or Covenant Defeasance will not result in a breach or violation of,
or constitute a default under, any material agreement or instrument (other than
this Indenture) to which the Issuer or any of its Restricted Subsidiaries is a
party or by which the Issuer or any of its Restricted Subsidiaries is bound and
is not prohibited by Article 12 hereof or the Intercreditor Deed;


(f)            the Issuer must
deliver to the Trustee an Officer’s Certificate stating that the deposit was
not made by the Issuer with the intent of preferring the Holders of Notes being
defeased over the other creditors of the Issuer with the intent of defeating,
hindering, delaying or defrauding any other creditors of the Issuer or others;


(g)           the Issuer must
deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each
stating that all conditions precedent provided for or relating to the Legal
Defeasance or the Covenant Defeasance have been complied with; and


(h)           the Issuer provides
the Trustee all other documents or other information that the Trustee may
reasonably require in connection with the defeasance.


Section 8.05                                Deposited
Money and Government Securities to be Held in Trust; Other Miscellaneous
Provisions.


Subject to Section 8.06 hereof, all money and
U.S. Government Obligations (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this
Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in
respect of the outstanding Notes will be held in trust and applied by the Trustee,
in accordance with the provisions of such Notes and this Indenture, to the
payment, either directly or through any Paying Agent as the Trustee may
determine, to



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the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent
required by law.  Money and securities so
held in trust are not subject to Article 12 hereof or the Intercreditor Deed
and the Trustee is not prohibited from paying such funds to Holders by the
terms of this Indenture or the Intercreditor Deed.


The Issuer will pay and indemnify the Trustee against
any Taxes imposed or levied on or assessed against the cash or U.S. Government
Obligations deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such Taxes which by law is
for the account of the Holders of the outstanding Notes.


The obligations of the Issuer under this
Section 8.05 shall survive the resignation or renewal of the Trustee
and/or satisfaction and discharge of this Indenture.


Notwithstanding anything in this Article 8 to the
contrary, the Trustee will deliver or pay to the Issuer from time to time upon
the request of the Issuer any money and U.S. Government Obligations held by it
as provided in Section 8.04 hereof which, in the opinion of an Independent
Financial Advisor, expressed in a written certification thereof delivered to
the Trustee (which may be the opinion delivered under Section 8.04(a)
hereof), are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


Section 8.06                                Repayment
to Issuer.


Any money deposited with the Trustee or any Paying Agent,
or then held by the Issuer, in trust for the payment of the principal of,
premium, if any, or interest on any Note and remaining unclaimed for two years
after such principal, premium, if any, or interest has become due and payable
shall be paid to the Issuer on its request or (if then held by the Issuer) will
be discharged from such trust; and the Holder of such Note will thereafter be
permitted to look only to the Issuer for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Issuer as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Issuer cause to be published once, in the New
York Times and the Financial
Times, notice that such money remains unclaimed and that, after a
date specified therein, which will not be less than 30 days from the date
of such notification or publication, any unclaimed balance of such money then
remaining will be repaid to the Issuer.


Section 8.07                                Reinstatement.


If the Trustee or Paying Agent is unable to apply any
U.S. dollars or U.S. Government Obligations in accordance with
Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Issuer’s obligations under
this Indenture and the Notes will be revived and reinstated as though no
deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such
time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Issuer makes any payment of
principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Issuer will be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.



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ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER


Section 9.01                                Without
Consent of Holders.


(a)           Notwithstanding
Section 9.02 of this Indenture, but subject to the terms of the
Intercreditor Deed, the Parent, the Intermediate Guarantors, the Issuer, the
Subsidiary Guarantors and the Trustee may amend or supplement this Indenture,
the Notes and the Note Guarantees without the consent of any Holder to:


(1)           cure any ambiguity, omission, defect
or inconsistency; provided that such amendment does
not, in the opinion of the Trustee, adversely affect the rights of any Holder
in any material respect;


(2)           provide for the assumption by a
successor corporation in accordance with this Indenture of the obligations of
the Issuer under this Indenture and the Notes;


(3)           provide for uncertificated Notes in
addition to or in place of certificated Notes (provided,
however, that the uncertificated Notes
are issued in registered form for purposes of Section 163(f) of the Code, or in
a manner such that the uncertificated Notes are described in Section
163(f)(2)(B) of the Code);


(4)           add additional Guarantees with
respect to the Notes or release Subsidiary Guarantors from Subsidiary
Guarantees as provided by the terms of this Indenture;


(5)           add to the covenants of the Issuer
for the benefit of the Holders or to surrender any right or power conferred
upon the Company, any Restricted Subsidiary or any of their Subsidiaries;


(6)           make any change that does not
materially adversely affect the rights of any Holder in any respect, subject to
the provisions of this Indenture;


(7)           provide for the issuance of
Additional Notes;


(8)           mortgage, pledge, hypothecate or
grant a security interest in any Property for the benefit of any Person; provided, however, that
the granting of such security interest is not prohibited by this Indenture and
Section 4.12 is complied with;


(9)           comply with any requirement of the
SEC in connection with the qualification of this Indenture under the TIA; and


(10)         provide for a reduction in the minimum
denominations of the Notes.


(b)           An amendment under
this Section 9.01 may not make any change to the subordination provisions of
this Indenture that materially and adversely affects the rights under Article
12 hereof or under the Intercreditor Deed of any holder of Senior Indebtedness
of the Senior Subordinated Subsidiary Guarantor then outstanding unless the
holders of such Senior Indebtedness (or any group or Representative thereof
authorized to give a consent) consent to such change.


(c)           After an amendment
becomes effective, the Issuer is required to mail to Holders a notice briefly
describing such amendment. However, the failure to give such notice to all
Holders, or any defect



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therein, will
not impair or affect the validity of the amendment. In addition, for so long as
the Notes are listed on the Luxembourg Stock Exchange and the rules of such
exchange so require, the Issuer will inform such exchange of any amendment,
supplement or waiver and will publish notice of such amendment, supplement or
waiver in Luxembourg in a daily newspaper with general circulation in
Luxembourg (which is expected to be the d’Wort) or on
the website of the Luxembourg Stock Exchange (www.bourse.lu).


(d)           Upon the request of
the Issuer, and upon receipt by the Trustee of the documents described in
Section 7.02 hereof, the Trustee will join with the Issuer in the
execution of any amended or supplemental indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee will not be
obligated to enter into such amended or supplemental indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.


Section 9.02                                With
Consent of Holders.


Except as provided below in this Section 9.02,
the Parent, the Intermediate Guarantors, the Issuer, the Senior Subordinated
Subsidiary Guarantor and the Trustee may amend or supplement this Indenture,
the Notes and the Note Guarantees with the consent of the Holders of at least a
majority in principal amount of the Notes then outstanding (including, without
limitation, consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes) and, subject to this Indenture and the
Notes, any existing Default or Event of Default (other than a Default or Event
of Default in the payment of the principal of, premium, if any, or interest on
the Notes, except a payment default resulting from an acceleration that has
been rescinded) or compliance with any provision of this Indenture or the Notes
may be waived with the consent of the Holders of a majority in principal amount
of the Notes then outstanding (including, without limitation, consents obtained
in connection with a tender offer or exchange offer for, or purchase of, the
Notes).  Section 2.08 hereof shall
determine which Notes are considered to be “outstanding” for purposes of this
Section 9.02.


An amendment under Section 9.02 may not make any
change that adversely affects the rights under Article 12 hereof or under the Intercreditor
Deed of any holder of Senior Indebtedness of the Senior Subordinated Subsidiary
Guarantor then outstanding unless the holders of such Senior Indebtedness (or
any group or Representative thereof authorized to give a consent) consent to
such change under the terms of that Senior Indebtedness.


Upon the request of the Issuer, and upon the filing
with the Trustee of evidence satisfactory to the Trustee of the consent of the
Holders as aforesaid, and upon receipt by the Trustee of the documents described
in Section 7.02 hereof, the Trustee will join with the Issuer in the
execution of such amended or supplemental indenture unless such amended or
supplemental indenture directly affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but will not be obligated to, enter into such amended or
supplemental indenture.


It is not necessary for the consent of the Holders
under this Section 9.02 to approve the particular form of any proposed
amendment or waiver, but it is sufficient if such consent approves the
substance thereof.


After an amendment, supplement or waiver under this
Section 9.02 becomes effective, the Issuer will mail to the Holders
affected thereby a notice briefly describing the amendment, supplement or
waiver.  Any failure of the Issuer to
mail such notice, or any defect therein, will not, however, in any way impair
or affect the validity of any such amended or supplemental indenture or
waiver.  Subject to Section 6.07 hereof,
the Holders of a majority in aggregate principal amount of the Notes then
outstanding may



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waive compliance in a particular instance by the
Issuer with any provision of this Indenture or the Notes.  However, without the consent of each Holder
affected, an amendment or waiver under this Section 9.02 may not (with
respect to any Notes held by a non-consenting Holder):


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


(b)           reduce the rate of
or extend the time for payment of interest on any Note;


(c)           reduce the principal
of or extend the Stated Maturity of any Note;


(d)           reduce the premium
payable upon the redemption of any Note or change the time at which any Note
may be redeemed pursuant to Section 3.07 hereof;


(e)           make any Note
payable in money other than that stated in the Note;


(f)            impair the right of
any Holder to receive payment of principal of, and interest on, such Holder’s
Notes on or after the due dates therefor or to institute suit for the enforcement
of any payment on or with respect to such Holder’s Notes;


(g)           make any change in
the amendment provisions which require each Holder’s consent or in the waiver
provisions described in this sentence; or


(h)           modify the Note
Guarantees in any manner materially adverse to the Holders.


Section 9.03                                Compliance
with Trust Indenture Act.


Every amendment or supplement to this Indenture or the
Notes will be set forth in an amended or supplemental indenture that complies
with the TIA as then in effect.


Section 9.04                                Revocation
and Effect of Consents.


Until an amendment, supplement or waiver becomes
effective, a consent to it by a Holder is a continuing consent by the Holder
and every subsequent Holder that evidences the same debt as the consenting
Holder’s Note, even if notation of the consent is not made on any Note.  However, any such Holder or subsequent Holder
may revoke the consent as to its Note if the Trustee receives written notice of
revocation before the date the waiver, supplement or amendment becomes effective.  An amendment, supplement or waiver becomes
effective in accordance with its terms and thereafter binds every Holder.


Section 9.05                                Notation
on or Exchange of Notes.


The Trustee may place an appropriate notation about an
amendment, supplement or waiver on any Note thereafter authenticated.  The Issuer in exchange for all Notes may
issue and the Trustee shall, upon receipt of an Authentication Order,
authenticate new Notes that reflect the amendment, supplement or waiver.


Failure to make the appropriate notation or issue a
new Note will not affect the validity and effect of such amendment, supplement
or waiver.



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Section 9.06                                Trustee
to Sign Amendments, etc.


The Trustee will sign any amended or supplemental indenture authorized
pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
In executing any amended or supplemental indenture, the Trustee will be
provided with and (subject to Section 7.01 hereof) will be fully protected
in relying upon, in addition to the documents required by Section 13.04
hereof, an Officer’s Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized or permitted
by this Indenture.


ARTICLE 10

SATISFACTION AND DISCHARGE


Section 10.01                          Satisfaction
and Discharge.


This Indenture will be discharged and will cease to be of further
effect as to all Notes and Note Guarantees issued hereunder, when:


(a)           either:


(1)           all the Notes that
have been authenticated, except lost, stolen or destroyed Notes that have been
replaced or paid and applicable Notes for whose payment money has theretofore
been deposited in trust and thereafter repaid to the Issuer in accordance with
this Indenture, have been delivered to the Trustee for cancellation; or


(2)           all the Notes that
have not been delivered to the Trustee for cancellation have become due and
payable by reason of the mailing of a notice of redemption or otherwise or will
become due and payable within one year and the Issuer has irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust solely for
the benefit of the Holders, cash in U.S. dollars or U.S. Government Obligations
in amounts as will be sufficient without consideration of any reinvestment of
interest, to pay and discharge the entire Indebtedness on the applicable Notes
not delivered to the Trustee for cancellation for principal, premium and
Additional Amounts, if any, and accrued interest to the date of maturity or
redemption;


(b)           no Default or Event of Default has occurred and is
continuing on the date of such deposit or will occur as a result of such
deposit and such deposit will not result in a breach or violation of, or
constitute a default under, any other instrument to which the Issuer is a party
or by which the Issuer is bound;


(c)           the Issuer has paid or caused to be paid all sums payable
by it under this Indenture; and


(d)           the Issuer has delivered irrevocable instructions to the
Trustee under this Indenture to apply the deposited money toward the payment of
the applicable Notes at maturity or the redemption date, as the case may be.


In addition, the Issuer must deliver an Officer’s
Certificate and an Opinion of Counsel to the Trustee stating that all
conditions precedent to satisfaction and discharge have been satisfied.


Notwithstanding the
satisfaction and discharge of this Indenture, if money has been deposited with
the Trustee pursuant to subclause (2) of clause (a) of this
Section, the provisions of Section 10.02 and Section 8.06 will
survive. In addition, nothing in this Section 10.01 will be deemed to
discharge



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those provisions of Section 7.07 hereof, that, by
their terms, survive the satisfaction and discharge of this Indenture.


Section 10.02                          Application
of Trust Money.


Subject to the provisions of Section 8.06, all money deposited
with the Trustee pursuant to Section 10.01 shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money has been deposited
with the Trustee; but such money need not be segregated from other funds except
to the extent required by law.


If the Trustee or Paying Agent is unable to apply any money or
securities in accordance with Section 10.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Issuer’s obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 10.01; provided that if the Issuer has made any payment of
principal of, premium, if any, or interest on any Notes because of the
reinstatement of its obligations, the Issuer shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or Paying Agent.


ARTICLE 11

GUARANTEES


Section 11.01                          Guarantees.


(a)           Each Note Guarantor hereby jointly and severally
irrevocably and unconditionally guarantees to each Holder and to the Trustee
and its successors and assigns (1) the full and punctual payment when due,
whether at Stated Maturity, by acceleration, by redemption or otherwise, of all
obligations of the Issuer under this Indenture (including obligations to the
Trustee) and the Notes, whether for payment of principal of, or interest,
premium, if any, on, the Notes and all other monetary obligations of the Issuer
under this Indenture and the Notes and (2) the full and punctual
performance within applicable grace periods of all other obligations of the
Issuer whether for fees, expenses, indemnification or otherwise under this
Indenture and the Notes (all the foregoing being hereinafter collectively
called the “Guaranteed Obligations”). Each Note
Guarantor further agrees that the Guaranteed Obligations may be extended or
renewed, in whole or in part, without notice or further assent from each such
Note Guarantor, and that each such Note Guarantor shall remain bound under this
Article 11 notwithstanding any extension or renewal of any Guaranteed
Obligation. The Senior Subordinated Subsidiary Guarantee will be substantially
in the form of Exhibit B hereto. The other Note Guarantees will be
substantially in the form of Exhibit C hereto.


(b)           Each
Note Guarantor waives presentation to, demand of payment from and protest to
the Issuer of any of the Guaranteed Obligations and also waives notice of
protest for nonpayment. Each Note Guarantor waives notice of any default under
the Notes or the Guaranteed Obligations. The obligations of each Note Guarantor
hereunder shall not be affected by (1) the failure of any Holder or the
Trustee to assert any claim or demand or to enforce any right or remedy against
the Issuer or any other Person under this Indenture, the Notes or any other
agreement or otherwise; (2) any extension or renewal of any thereof;
(3) any rescission, waiver, amendment or modification of any of the terms
or provisions of this Indenture, the Notes or any other agreement; (4) the
release of any security held by any Holder or the Trustee for the Guaranteed
Obligations or any of them; (5) the failure of any Holder or Trustee to
exercise 



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any right or remedy against any other guarantor of the
Guaranteed Obligations; or (vi) any change in the ownership of such Note
Guarantor, except as provided in Sections 11.02(b) and (c).


(c)           Each Note Guarantor hereby waives any right to which it
may be entitled to have its obligations hereunder divided among the Note
Guarantors, such that such Note Guarantor’s obligations would be less than the
full amount claimed. Each Note Guarantor hereby waives any right to which it
may be entitled to have the assets of the Issuer first be used and depleted as
payment of the Issuer’s or such Note Guarantor’s obligations hereunder prior to
any amounts being claimed from or paid by such Note Guarantor hereunder. Each
Note Guarantor hereby waives any right to which it may be entitled to require
that the Issuer be sued prior to an action being initiated against such Note
Guarantor.


(d)           Each Note Guarantor further agrees that its Guarantee
herein constitutes a guarantee of payment, performance and compliance when due
(and not a guarantee of collection) and waives any right to require that any
resort be had by any Holder or the Trustee to any security held for payment of
the Guaranteed Obligations.


(e)           The Senior Subordinated Subsidiary Guarantee of the Senior
Subordinated Subsidiary Guarantor is, to the extent and in the manner set forth
in Article 12 and the Intercreditor Deed, subordinated and subject in
right of payment to the prior payment in full of the principal of and premium,
if any, and interest on all Senior Indebtedness of the Senior Subordinated Subsidiary
Guarantor and is made subject to such provisions of this Indenture.


(f)            Except as expressly set forth in Sections 8.02,
11.02 and 11.06, Article 12 and the Intercreditor Deed, the obligations of
each Note Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, including any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject
to any defense of setoff, counterclaim, recoupment or termination whatsoever or
by reason of the invalidity, illegality or unenforceability of the Guaranteed
Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of each Note Guarantor herein shall not be discharged or impaired
or otherwise affected by the failure of any Holder or the Trustee to assert any
claim or demand or to enforce any remedy under this Indenture, the Notes or any
other agreement, by any waiver or modification of any thereof, by any default,
failure or delay, wilful or otherwise, in the performance of the obligations,
or by any other act or thing or omission or delay to do any other act or thing
which may or might in any manner or to any extent vary the risk of any Note
Guarantor or would otherwise operate as a discharge of any Note Guarantor as a
matter of law or equity.


(g)           Except as expressly set forth in Sections 8.02, 11.02
and 11.06, Article 12 and the Intercreditor Deed, each Note Guarantor
agrees that its Guarantee shall remain in full force and effect until payment
in full of all the Guaranteed Obligations. Each Note Guarantor further agrees
that its Guarantee herein shall continue to be effective or be reinstated, as
the case may be, if at any time payment, or any part thereof, of principal of
or interest on any Guaranteed Obligation is rescinded or must otherwise be
restored by any Holder or the Trustee upon the bankruptcy or reorganization of
the Issuer or otherwise.


(h)           In
furtherance of the foregoing and not in limitation of any other right which any
Holder or the Trustee has at law or in equity against any Note Guarantor by
virtue hereof, upon the failure of the Issuer to pay the principal of or
interest on any Guaranteed Obligation when and as the same shall become due,
whether at maturity, by acceleration, by redemption or otherwise, or to perform
or comply with any other Guaranteed Obligation, each Note Guarantor, subject in
the case of the Senior Subordinated Subsidiary Guarantor to the terms of
Article 12 and the Intercreditor Deed, hereby promises to and shall, upon
receipt of written demand by the Trustee, forthwith pay, or cause to be paid,
in cash, to the Holders 



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or the Trustee an amount equal to the sum of
(1) the unpaid principal amount of such Guaranteed Obligations,
(2) accrued and unpaid interest on such Guaranteed Obligations (but only
to the extent not prohibited by law) and (3) all other monetary
obligations of the Issuer to the Holders and the Trustee.


(i)            Each Note Guarantor agrees that it shall not be entitled
to any right of subrogation in relation to the Holders in respect of any
Guaranteed Obligations guaranteed hereby until payment in full of all
Guaranteed Obligations and all obligations to which the Guaranteed Obligations
are subordinated as provided in Article 12 and the Intercreditor Deed. Each
Note Guarantor further agrees that, as between it, on the one hand, and the
Holders and the Trustee, on the other hand, (1) the maturity of the
Guaranteed Obligations guaranteed hereby may be accelerated as provided in
Article 6 for the purposes of any Guarantee herein, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect
of the Guaranteed Obligations guaranteed hereby, and (2) in the event of
any declaration of acceleration of such Guaranteed Obligations as provided in
Article 6, such Guaranteed Obligations (whether or not due and payable)
shall forthwith become due and payable by such Guarantor for the purposes of
Section 11.01.


(j)            Each Note Guarantor also agrees to pay any and all costs
and expenses (including reasonable attorneys’ fees and expenses) incurred by
the Trustee or any Holder in enforcing any rights under Section 11.01.


(k)           Upon request of the Trustee, each Note Guarantor shall
execute and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purpose of
this Indenture.


Section 11.02                          Limitation
on Liability.


(a)           Any term or provision of this
Indenture to the contrary notwithstanding, the maximum aggregate amount of the
Guaranteed Obligations guaranteed hereunder by any Note Guarantor shall not
exceed the maximum amount that can be hereby guaranteed by the applicable Note
Guarantor without rendering the Guarantee, as it relates to such Note
Guarantor, voidable under applicable law relating to ultra vires, fraudulent
conveyance, fraudulent transfer, corporate benefit or similar laws affecting
the rights of creditors generally.


(b)           The Senior Subordinated Subsidiary
Guarantee of the Senior Subordinated Subsidiary Guarantor shall terminate and
be of no further force or effect and such Subsidiary Guarantor shall be deemed
to be released from all obligations under Article 11,


(1)           concurrently
with any sale by way of enforcement by the relevant Security Trustee (as
defined in the Intercreditor Deed) of a security interest therein of (x) all of
the Capital Stock of the Senior Subordinated Subsidiary Guarantor or any parent
company of the Senior Subordinated Subsidiary Guarantor or (y) all or
substantially all of the assets of the Senior Subordinated Subsidiary
Guarantor, in each case so long as:


(A)          the
proceeds of such sale are in cash (or substantially in all cash) and are
applied in accordance with the Intercreditor Deed;


(B)           the Senior Subordinated Subsidiary
Guarantor is released from its obligations in respect of any other Indebtedness
of Holdings, the Issuer and any other Restricted Subsidiary; provided, however, that nothing in the
Intercreditor Deed shall require the release by the Senior Subordinated
Subsidiary Guarantor or any of its Subsidiaries of any of their obligations in
respect of the New Credit Facility; and



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(C)           the
sale is made pursuant to either a public auction or a competitive bid process
to obtain the best price reasonably obtainable given the then-current condition
(financial or otherwise), earnings, business, assets and prospects of the
Senior Subordinated Subsidiary Guarantor and its Subsidiaries, the Security
Trustee having consulted with an internationally recognized investment bank
(including without limitation and to the extent appropriate a lender under the
New Credit Facility or a relationship bank of the Issuer or its Subsidiaries)
or an internationally recognized accounting firm regarding the appropriate
procedures for obtaining the best price for the shares or assets, considered
the recommendations of that investment bank or accounting firm and used its
reasonable efforts to cause the procedures recommended by that investment bank
or accounting firm to be implemented in all material respects in relation to
the sale and to permit Holders to participate in the sale process as bidders; provided, however, that the Security
Trustee shall not be under any further obligation to cause such recommendations
to be implemented to the extent not implemented in connection with such sale by
the relevant court, authority or other third party required to act in
connection with such sale; provided,
further, that such reasonable efforts will, to the extent permitted
by applicable law, include attempting to conduct such sale process other than
through a court or legal proceeding.


(2)           concurrently
with any sale by an administrator under the UK Insolvency Act 1986 of (x) all
of the Capital Stock of the Senior Subordinated Subsidiary Guarantor or any
parent company of the Senior Subordinated Subsidiary Guarantor or (y) all or
substantially all of the assets of the Senior Subordinated Subsidiary
Guarantor, in each case so long as:


(A)          the
administrator is an insolvency practitioner whose appointment the Trustee has
not objected to (acting reasonably) under the provisions of the UK Insolvency
Act 1986 relating to the selection of a person or persons to be an/the
administrator;


(B)           the
proceeds of such sale are in cash (or substantially in all cash) and are
applied in accordance with the Intercreditor Deed;


(C)           the
Senior Subordinated Subsidiary Guarantor is released from its obligations in
respect of any other Indebtedness of Holdings, the Issuer or any other
Restricted Subsidiary; provided, however,
that nothing in the Intercreditor Deed shall require the release by the Senior
Subordinated Subsidiary Guarantor or any of its Subsidiaries of any of their
obligations in respect of the New Credit Facility; and


(D)          the sale is made pursuant to a public
auction or a competitive bid process to obtain the best price reasonably
obtainable given the then-current condition (financial or otherwise), earnings,
business, assets and prospects of the Senior Subordinated Subsidiary Guarantor
and its Subsidiaries, the administrator having consulted with an
internationally recognized investment bank (including without limitation and to
the extent appropriate a lender under the New Credit Facility or a relationship
bank of the Issuer or its Subsidiaries) or an internationally recognized
accounting firm regarding the appropriate procedures for obtaining the best
price for the shares or assets, considered the recommendations of that
investment bank or accounting firm and used its reasonable efforts to cause the
procedures recommended by that investment bank or accounting firm to be
implemented in all material respects in relation to the sale and to permit
Holders to participate in the sale process as bidders.



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(3)           upon Legal
Defeasance or Covenant Defeasance of the Issuer’s obligations or satisfaction
and discharge of this Indenture as provided in Article 8 and
Article 10; or


(4)           upon designation of
the Senior Subordinated Subsidiary Guarantor as an Unrestricted Subsidiary in
accordance with the terms of this Indenture, including Section 4.17.


Upon the presentation of an Officer’s Certificate with respect to the
occurrence of an event specified in the preceding paragraph, the Trustee will
execute any documents reasonably required in order to evidence such release,
discharge and termination in respect of the Senior Subordinated Subsidiary
Guarantee.


(c)           Any Additional Subsidiary Guarantor will automatically and
unconditionally be released from all obligations under its Additional
Subsidiary Guarantee, and such Additional Subsidiary Guarantee shall thereupon
terminate and be discharged and be of no further force or effect, upon the
occurrence of any of the events described in clauses (1) through
(4) of paragraph (b), substituting such Additional Subsidiary Guarantor
for the Senior Subordinated Subsidiary Guarantor where applicable. In addition,
any Additional Subsidiary Guarantee shall thereupon terminate and be discharged
and be of no further force or effect at any time the relevant Additional
Subsidiary Guarantor is fully and unconditionally released (other than as a
result of payment thereof) from all the obligations that resulted in such
Additional Subsidiary Guarantor being required to provide an Additional
Subsidiary Guarantee under Section 4.19. Any release pursuant to this
Section 11.02 shall be made only if the guarantee by NTLIH in favor of the
Existing Notes has been released concurrently with or prior to the release of
the Senior Subordinated Subsidiary Guarantee.


Section 11.03                          Successors
and Assigns.


This Article 11 shall be binding upon each Note Guarantor and its
successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
conferred upon that party in this Indenture and in the Notes shall
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions of this Indenture.


Section 11.04                          No
Waiver.


Neither a failure nor a delay on the part of either the Trustee or the
Holders in exercising any right, power or privilege under this Article 11
shall operate as a waiver thereof, nor shall a single or partial exercise
thereof preclude any other or further exercise of any right, power or
privilege. The rights, remedies and benefits of the Trustee and the Holders
herein expressly specified are cumulative and not exclusive of any other
rights, remedies or benefits which either may have under this Article 11
at law, in equity, by statute or otherwise.


Section 11.05                          Modification.


No modification,
amendment or waiver of any provision of this Article 11, nor the consent
to any departure by any Note Guarantor therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Trustee, and
then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. No notice to or demand on any Note
Guarantor in any case shall entitle such Note Guarantor to any other or further
notice or demand in the same, similar or other circumstances.



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Section 11.06                          Execution
of Supplemental Indenture for Future Guarantors.


(a)           Each Subsidiary which is required to become a Subsidiary
Guarantor pursuant to Section 4.19,


(b)           each future Subsidiary of the Company of which the Issuer
is a Subsidiary that becomes an Intermediate Guarantor as contemplated in the
definition thereof, and


(c)           each NTL Holding Company that is not a Subsidiary of
Parent that guarantees the Notes on a senior basis as contemplated in the last
paragraph of the definition of “Change of Control,”


shall promptly execute and deliver to the Trustee a
supplemental indenture pursuant to which such Subsidiary or NTL Holding Company
shall become a Note Guarantor under this Article 11 and shall guarantee
the Guaranteed Obligations. Concurrently with the execution and delivery of
such supplemental indenture, the Issuer shall deliver to the Trustee an Opinion
of Counsel and an Officer’s Certificate to the effect that such supplemental
indenture has been duly authorized, executed and delivered by such Subsidiary
or NTL Holding Company and that, subject to the application of bankruptcy,
insolvency, moratorium, fraudulent conveyance or transfer and other similar
laws relating to creditors’ rights generally and to the principles of equity,
whether considered in a proceeding at law or in equity, the Guarantee of such
Note Guarantor is a legal, valid and binding obligation of such Note Guarantor,
enforceable against such Note Guarantor in accordance with its terms and or to
such other matters as the Trustee may reasonably request.


Section 11.07                          Non-Impairment


The failure to endorse a Note Guarantee on any Note shall not affect or
impair the validity thereof.


ARTICLE 12

SUBORDINATION OF THE SENIOR SUBORDINATED SUBSIDIARY GUARANTEE


Section 12.01                          Agreement
To Subordinate.


The Senior Subordinated
Subsidiary Guarantor agrees, and each Holder by accepting a Note agrees, that
the obligations of the Senior Subordinated Subsidiary Guarantor hereunder are
subordinated in right of payment, to the extent and in the manner provided in
the Intercreditor Deed and to the prior payment in full of all Senior
Indebtedness of the Senior Subordinated Subsidiary Guarantor and that the
subordination is for the benefit of and enforceable by the holders of such
Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor. Each
Holder, by accepting a Note, shall be deemed to have agreed to and accepted the
terms and conditions of the Intercreditor Deed. A copy of such Intercreditor
Deed shall be available on any Business Day upon prior written request at the
offices of the Trustee and, for so long as any Notes are listed on the
Luxembourg Stock Exchange, at the offices of the Paying Agent in Luxembourg.
The obligations hereunder with respect to the Senior Subordinated Subsidiary
Guarantor shall in all respects rank pari passu with
all other Senior Subordinated Indebtedness of the Senior Subordinated
Subsidiary Guarantor and shall rank senior to all existing and future
Subordinated Obligations of the Senior Subordinated Subsidiary Guarantor; and
only Indebtedness of the Senior Subordinated Subsidiary Guarantor that is
Senior Indebtedness of the Senior Subordinated Subsidiary Guarantor shall rank
senior to the obligations of the Senior Subordinated Subsidiary Guarantor in
accordance with the provisions set forth herein.



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Section 12.02                          Rights
of Trustee and Paying Agent.


Subject to the terms of the Intercreditor Deed, the Trustee or any
Paying Agent may continue to make payments on the Notes and shall not be
charged with knowledge of the existence of facts that would prohibit the making
of any such payments unless, not less than two Business Days prior to the date
of such payment, a Responsible Officer of the Trustee receives notice in
writing reasonably satisfactory to it that payments may not be made under this
Article 12 or the Intercreditor Deed.


The Trustee in its individual or any other capacity may hold Senior
Indebtedness of the Senior Subordinated Subsidiary Guarantor with the same
rights it would have if it were not Trustee. The Registrar and co-registrar and
any Paying Agent may do the same with like rights. The Trustee shall be
entitled to all the rights set forth in this Article 12 and the
Intercreditor Deed with respect to any Senior Indebtedness of the Senior
Subordinated Subsidiary Guarantor which may at any time be held by it, to the
same extent as any other holder of Senior Indebtedness of the Senior
Subordinated Subsidiary Guarantor; and nothing in Article 7 shall deprive
the Trustee of any of its rights as such holder. Nothing in this
Article 12 shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 7.07 or any other Section of this Indenture.


Section 12.03                          Trustee
Entitled To Rely.


Upon any payment or distribution pursuant to this Article 12 or
the Intercreditor Deed, the Trustee and the Holders shall be entitled to rely
(a) upon any order or decree of a court of competent jurisdiction in which
any bankruptcy, reorganization, insolvency, receivership or similar proceedings
relating to the Senior Subordinated Subsidiary Guarantor and its properties is
pending, (b) upon a certificate of the liquidating trustee or agent or
other Person making such payment or distribution to the Trustee or to the
Holders or (c) upon the Representatives for the holders of Senior
Indebtedness of the Senior Subordinated Subsidiary Guarantor for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness of the Senior Subordinated
Subsidiary Guarantor and other Indebtedness of the Senior Subordinated
Subsidiary Guarantor, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article 12 or the Intercreditor Deed. In the event that the Trustee
determines, in good faith, that evidence is required with respect to the right
of any Person as a holder of Senior Indebtedness of the Senior Subordinated
Subsidiary Guarantor to participate in any payment or distribution pursuant to
this Article 12 or the Intercreditor Deed, the Trustee may request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of Senior Indebtedness of the Senior Subordinated Subsidiary
Guarantor held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and other facts pertinent to the
rights of such Person under this Article 12 or the Intercreditor Deed,
and, if such evidence is not furnished, the Trustee may defer any payment to
such Person pending judicial determination as to the right of such Person to
receive such payment. The provisions of Sections 7.01 and 7.02 shall be
applicable to all actions or omissions of actions by the Trustee pursuant to
this Article 12 or the Intercreditor Deed.


Section 12.04                          Trustee
To Effectuate Subordination.


Each Holder by accepting
a Note authorizes and directs the Trustee on his or her behalf to take such
action as may be necessary or appropriate to acknowledge or effectuate the
subordination between the Holders and the holders of Senior Indebtedness of the
Senior Subordinated Subsidiary Guarantor, including by entering into, and as
provided for in, the Intercreditor Deed and appoints the Trustee as
attorney-in-fact for any and all such purposes.



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Section 12.05                          Reliance
by Holders of Senior Indebtedness of the Senior Subordinated Subsidiary
Guarantor on Subordination Provisions.


Each Holder by accepting a Note acknowledges and agrees that the
foregoing provisions and the provisions of the Intercreditor Deed are, and are
intended to be, an inducement and a consideration to each holder of any Senior
Indebtedness of the Senior Subordinated Subsidiary Guarantor, whether such
Senior Indebtedness was created or acquired before or after the issuance of the
Notes, to acquire and continue to hold, or to continue to hold, such Senior
Indebtedness and such holder of Senior Indebtedness shall be deemed
conclusively to have relied on such subordination provisions in acquiring and
continuing to hold, or in continuing to hold, such Senior Indebtedness.


ARTICLE 13

MISCELLANEOUS


Section 13.01                          Trust
Indenture Act Controls.


If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA § 318(c), the duties imposed by the TIA will
control.


Section 13.02                          Notices.


Any notice or communication by the Issuer or the Trustee to the others
is duly given if in writing and delivered in Person or mailed by first class
mail (registered or certified, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next day delivery, to the others’ address:


If to the Issuer or any Note Guarantor:


NTL Corporate Finance

909 Third Avenue

Suite 2863

New York, NY 10022

Telecopier: +1 212 752 1157

Attention: General Counsel


with a copy to:


NTL House

Bartley Wood Business Park

Bartley Way

Hook

Hampshire RG27 9UP

Telecopier: +44 1256 752 170

Attention: General Counsel


with a copy to:


Fried, Frank, Harris, Shriver & Jacobson
(London) LLP

99 City Road

EC1Y 1AX

Telecopier: +44 207 972 9602

Attention: Timothy E. Peterson



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If to the Trustee:


One Canada Square

London E14 5AL

United Kingdom

Telecopier No. +44 207 964 6399

Attention: Corporate Trust Administration


The Issuer, any Note Guarantor or the Trustee, by notice to the others
may designate additional or different addresses for subsequent notices or
communications.


In addition, notices to the Holders shall be given by publishing such
notices, as long as the Notes are listed on the Luxembourg Stock Exchange and
the rules of such Exchange so require, in a leading daily newspaper of
general circulation in Luxembourg (which is expected to be the d’Wort) or on the website of the Luxembourg Stock Exchange
(www.bourse.lu).


All notices and communications (other than those sent to Holders) will
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.


Any notice or communication to a Holder will be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register
kept by the Registrar. Any notice or communication will also be so mailed to
any Person described in TIA § 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it will
not affect its sufficiency with respect to other Holders.


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


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


Section 13.03                          Communication
by Holders with Other Holders.


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


Section 13.04                          Certificate
and Opinion as to Conditions Precedent.


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


(1)           an Officer’s Certificate in form and substance reasonably
satisfactory to the Trustee (which must include the statements set forth in
Section 13.05 hereof) stating that, in the opinion of the signer, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been complied with; and



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(2)           an Opinion of
Counsel in form and substance reasonably satisfactory to the Trustee (which
must include the statements set forth in Section 13.05 hereof) stating
that, in the opinion of such counsel, all such conditions precedent and
covenants have been complied with.


Section 13.05                          Statements
Required in Certificate or Opinion.


Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA
§ 314(e) and must include:


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


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


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


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


Section 13.06                          Rules by
Trustee and Agents.


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


Section 13.07                          No
Personal Liability of Directors, Officers, Employees and Stockholders.


No past, present or
future director, officer, employee, incorporator or shareholder of Parent, the
Company, any Intermediate Guarantor, the Issuer or any Subsidiary Guarantor, as
such, will have any liability for any obligations of Parent, any Intermediate
Guarantor, the Issuer or any Subsidiary Guarantor under the Parent Guarantee,
the Intermediate Guarantees, the Notes, the Subsidiary Guarantees or this
Indenture, or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives and
releases such liability. The waiver and release are part of the consideration
for issuance of the Notes.


Section 13.08                          Governing
Law.


THIS INDENTURE AND THE NOTES WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


Section 13.09                          No
Adverse Interpretation of Other Agreements.


This Indenture may not be
used to interpret any other indenture, loan or debt agreement of the Issuer or
its Subsidiaries or of any other Person. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.



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Section 13.10                          Successors.


All agreements of the Issuer in this Indenture and the Notes will bind
its successors. All agreements of the Trustee in this Indenture will bind its
successors.


Section 13.11                          Severability.


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


Section 13.12                          Counterpart
Originals.


The parties may sign any number of copies of this Indenture. Each
signed copy will be an original, but all of them together represent the same
agreement.


Section 13.13                          Table of
Contents, Headings, etc.


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


Section 13.14                          Submission
to Jurisdiction; Appointment of Agent.


The Issuer and each Note Guarantor irrevocably submit to the
non-exclusive jurisdiction of any New York state or U.S. federal court located
in the Borough of Manhattan in the City and State of New York over any suit,
action or proceeding arising out of or relating to this Indenture. The Issuer
and each Note Guarantor irrevocably waive, to the fullest extent permitted by
law, any objection which they may have, pursuant to New York law or otherwise,
to the laying of the venue of any such suit, action or proceeding brought in
such a court and any claim that any such suit, action or proceeding brought in
such a court has been brought in any inconvenient forum. In furtherance of the
foregoing, the Issuer and each Note Guarantor hereby irrevocably designates and
appoints Parent (at its office at 909 Third Avenue, Suite 2863, New York,
New York 10022) as its agent to receive service of all process brought against
them with respect to any such suit, action or proceeding in any such court in
the City and State of New York, such service being hereby acknowledged by it to
be effective and binding service in every respect. Copies of any such process
so served shall also be given to the Issuer in accordance with
Section 3.01 hereof, but the failure of the Issuer to receive such copies
shall not affect in any way the service of such process as aforesaid.


Nothing in this Section shall limit the right of the Trustee or
any Holder to bring proceedings against the Issuer in the courts of any other jurisdiction
or to serve process in any other manner permitted by law.


[Signatures on following pages]



 98















 


SIGNATURES


Dated as of July 25, 2006


	
   

  	
  NTL CABLE PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Mackenzie

  	
   

  
	
   

  	
  Name: Robert Mackenzie

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NTL INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jacques Kerrest

  	
   

  
	
   

  	
  Name: Jacques Kerrest

  
	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NTL: TELEWEST
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jacques Kerrest

  	
   

  
	
   

  	
  Name: Jacques Kerrest

  
	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NTL HOLDINGS
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jacques Kerrest

  	
   

  
	
   

  	
  Name: Jacques Kerrest

  
	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NTL (UK) GROUP,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Mackenzie

  	
   

  
	
   

  	
  Name: Robert Mackenzie

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NTL
  COMMUNICATIONS LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Mackenzie

  	
   

  
	
   

  	
  Name: Robert Mackenzie

  
	
   

  	
  Title: Director

  










 



 


	
  

  	
  NTL INVESTMENT
  HOLDINGS LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Mackenzie

  	
   

  
	
   

  	
  Name: Robert Mackenzie

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW
  YORK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Emma Wilkes

  	
   

  
	
   

  	
  Name: Emma
  Wilkes

  
	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW
  YORK (LUXEMBOURG)

  S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Emma Wilkes

  	
   

  
	
   

  	
  Name: Emma
  Wilkes

  
	
   

  	
  Title:Vice
  President

  



 

















 


 


Exhibit
A


 


[Form of
Face of Note]


[Insert the Global Note Legend, if applicable
pursuant to the provisions of the Indenture]


CUSIP:
62941FAH1


ISIN:
US62941FAH10


Common
Code: 026202361


 


9.125% Senior Note due 2016


	
  No.

  	
   

  	
   

  	
  $

  	
                      

  



 


NTL CABLE PLC


NTL Cable PLC (the
“Issuer”) promises to pay to [CEDE & CO.] or its registered
assigns, the principal sum of                                                                              
U.S. Dollars on August 15, 2016.


Interest Payment
Dates: February 15 and  August 15,
commencing              .


Record Dates:
February 1 and August 1.


Dated:


 









 



 


IN WITNESS WHEREOF, the Company has caused this Note
to be signed by its duly authorized director, officer or other authorized
signatory.


	
  

  	
  NTL CABLE PLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 









 



 


Certificate of Authentication


This is one of the 9.125% Senior Notes due 2016
referred to in the within-mentioned Indenture.


Dated:               ,


	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 















 


 


[Form of  Reverse of
Note]


9.125% Senior Note due 2016


(1)           INTEREST.  NTL Cable PLC, a public limited company
organized under the laws of England and Wales (the “Issuer”), promises to pay
interest on the principal amount of this Note at 9.125% per annum from        until maturity.  The Issuer will pay interest semi-annually in
arrears on February 15  and August 15 of each year, or if any such day is
not a Business Day, on the next succeeding Business Day (each, an “Interest
Payment Date”).  Interest on the Notes
will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided
that the first Interest Payment Date shall be
      . 
The Issuer will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
and on overdue installments of interest, if any (without regard to any
applicable grace periods), from time to time on demand at the same rate to the
extent lawful.  Interest will be computed
on the basis of a 360-day year of twelve 30-day months.


(2)           METHOD
OF PAYMENT.  The Issuer will
pay interest on the Notes to the Persons who are registered Holders at the
close of business on the February 1 or August 1 immediately preceding the
Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest.  The Notes will be payable as to principal,
premium, if any, and interest at the office or agency of the Issuer maintained
for such purpose as provided in the Indenture or, at the option of the Issuer,
payment of interest may be made by check mailed to the Holders at their addresses
set forth in the register of Holders; provided that
payment by wire transfer of immediately available funds will be required with
respect to principal of and interest and premium, if any, on all Global Notes
and all other Notes the Holders of which will have provided wire transfer
instructions to the Issuer or the Paying Agent. 
Such payment will be in such coin or currency of the United States as at
the time of payment is legal tender for payment of public and private debts.


(3)           PAYING
AGENT AND REGISTRAR. 
Initially, the Trustee will act as Paying Agent and Registrar and The
Bank of New York (Luxembourg) S.A. will act as Paying Agent in Luxembourg.  The Issuer may change any Paying Agent or
Registrar without notice to any Holder. 
The Issuer or any of its Subsidiaries may act as Registrar.


(4)           INDENTURE.  The Issuer issued the Notes under an
Indenture, dated as of July 25, 2006 (the “Indenture”), among the Issuer,
Parent, the Intermediate Guarantors, the Senior Subordinated Subsidiary
Guarantor, the Trustee and The Bank of New York (Luxembourg) S.A.  The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”).  The Notes are subject to all such terms, and
Holders are referred to the Indenture and the TIA for a statement of such
terms.  To the extent any provision of
this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling.  The Notes are senior unsecured obligations of
the Issuer.  Unless otherwise defined
herein, capitalized terms used herein have the meanings assigned to them in the
Indenture.


(5)           OPTIONAL REDEMPTION.


(a)           Except
as set forth in paragraphs (b) and (c) below or in Section 3.10 of the
Indenture, the Issuer may not redeem the Notes prior to August 15, 2011. At any time on or after August 15,
2011, the Issuer may redeem the Notes, in whole or in part, on not less than 30
nor more than 60 days’ prior notice, at the following redemption prices
(expressed as percentages of principal amount), plus


 



 A-1
 






 



 


accrued and unpaid interest thereon, if any, to the
redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant Interest Payment Date), if
redeemed during the 12-month period commencing on August 15 of the years set
forth below:


	
  Redemption Year

  	
   

  	
  Redemption Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2011

  	
   

  	
  104.563

  	
  %

  
	
  2012

  	
   

  	
  103.042

  	
  %

  
	
  2013

  	
   

  	
  101.521

  	
  %

  
	
  2014 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


(b)           At any time prior to August 15, 2011,
the Issuer may at its option redeem the Notes in whole or in part, on not less
than 30 nor more than 60 days’ prior notice, by paying a redemption price equal
to the sum of 100% of the principal amount of the Notes to be redeemed, plus
the Applicable Premium, plus accrued and unpaid interest thereon, if any, to
the redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant Interest Payment Date).


(c)           At any time prior to August 15, 2009,
the Issuer may, on one or more occasions, redeem up to a maximum of 40% of the
original aggregate principal amount of the Notes (calculated after giving
effect to any issuance of Additional Notes) with the Net Cash Proceeds of one
or more Equity Offerings, at a redemption price equal to 109.125% of the
principal amount thereof, plus accrued and unpaid interest thereon, if any, to
the redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant Interest Payment Date); provided,  however, that
after giving effect to any such redemption at least 60% of the original
aggregate principal amount of such series of the Notes (calculated after giving
effect to any issuance of Additional Notes) remains outstanding; and any such
redemption by the Issuer must be made within 120 days of such Equity Offering.


(6)           MANDATORY
REDEMPTION.  The Issuer is not
required to make mandatory redemption or sinking fund payments with respect to
the Notes.


(7)           REPURCHASE
AT OPTION OF HOLDER.


(a)           Upon
the occurrence of a Change of Control, unless the Issuer has exercised its
right to redeem the Notes as described in Section 3.07 of the Indenture, each
Holder will have the right to require the Issuer to purchase all or any part of
such Holder’s Notes at a purchase price in cash equal to 101% of the principal
amount thereof, plus accrued and unpaid interest thereon, if any, to the date
of purchase (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant Interest Payment Date).  Within 30 days following any Change of
Control, the Issuer will mail a notice to each Holder setting forth the
procedures governing the Repurchase Offer as set forth in the Indenture.


 


(b)           In
the event of an Asset Disposition that requires the purchase of Notes pursuant
to clause (a)(3)(C) of Section 4.10 of the Indenture, the Issuer will be
required to commence an Excess Proceeds Offer pursuant to Sections 3.09
and 4.10(c) of the Indenture to purchase the maximum principal amount of Notes
that may be purchased out of the Allocable Excess Proceeds at an offer price in
cash in an amount equal to 100% of the principal amount thereof plus accrued and
unpaid interest thereon, if any, to the date fixed for the closing of such
offer (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant Interest Payment Date) in accordance with
the procedures set forth in the Indenture.


 



 A-2
 






 



 


(8)           NOTICE
OF REDEMPTION.  Notice of
redemption shall be given in accordance with Section 3.03 of the Indenture and
the effect of notice of redemption is set forth in Section 3.04 of the
Indenture.


(9)           DENOMINATIONS,
TRANSFER, EXCHANGE.  The Notes
are in registered form without coupons in minimum denominations of $100,000 and
integral multiples of $1,000 in excess thereof. 
The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture.  The Registrar
and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents.  The Registrar may not require a Holder to pay
any taxes and fees, except as otherwise set forth in the Indenture.  The Registrar need not exchange or register
the transfer of any Note or portion of a Note selected for redemption, except
for the unredeemed portion of any Note being redeemed in part.  Also, the Registrar need not exchange or
register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date
and the corresponding Interest Payment Date.


(10)         PERSONS
DEEMED OWNERS.  The registered
Holder of a Note may be treated as its owner for all purposes, except as
otherwise ordered by a court of competent jurisdiction.


(11)         AMENDMENT,
SUPPLEMENT AND WAIVER.  The
provisions of the Indenture governing amendment, supplement and waiver are set
forth in Article 9 of the Indenture.


(12)         DEFAULTS
AND REMEDIES.  Events of
Default and Remedies are set forth in Article 6 of the Indenture.


(13)         TRUSTEE
DEALINGS WITH ISSUER.  The
Trustee, in its individual or any other capacity, may make loans to, accept
deposits from and perform services for the Issuer or its Affiliates, and may
otherwise deal with the Issuer or its Affiliates, as if it were not the
Trustee.


(14)         NO
RECOURSE AGAINST OTHERS.  No
past, present or future director, officer, employee, incorporator or
shareholder of Parent, the Company, any Intermediate Guarantor, the Issuer or
any Subsidiary Guarantor, as such, will have any liability for any obligations
of Parent, any Intermediate Guarantor, the Issuer or any Subsidiary Guarantor
under the Parent Guarantee, the Intermediate Guarantees, the Notes, the
Subsidiary Guarantees or the Indenture, or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder by
accepting a Note waives and releases such liability.  The waiver and release are part of the
consideration for issuance of the Notes.


(15)         AUTHENTICATION.  This Note will not be valid until
authenticated by the manual or facsimile signature of the Trustee or an
authenticating agent.


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


(17)         CUSIP, ISIN NUMBERS AND COMMON
CODES.  The Issuer has caused
CUSIP and ISIN numbers and Common Codes to be printed on the Notes and the
Trustee may use CUSIP and ISIN numbers and Common Codes in notices of
redemption as a convenience to Holders. 
No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption and reliance
may be placed only on the other identification numbers placed thereon.


 



 A-3
 






 



 


(18)         GOVERNING
LAW.  THIS NOTE WILL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
(WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY).


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


NTL Cable PLC


ntl House


Bartley Wood
Business Park


Hook


Hampshire, RG27
9UP


United Kingdom


Attention:  Corporate Secretary


 



 A-4
 






 



 


ASSIGNMENT FORM


To assign this Note, fill in the form below:


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

  	
   

  
	
   

  	
  (Insert assignee’s legal name)

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Insert assignee’s soc. sec. or tax I.D. no.)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

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

  
	
   

  
	
  and irrevocably
  appoint

  	
   

  
	
  to transfer this
  Note on the books of the Issuer. The agent may substitute another to act for
  him.

  
	
   

  
	
  Date:

  	
   

  	
   

  
	
   

  
	
   

  	
  Your Signature:

  	
   

  
	
   

  	
  (Sign exactly as
  your name appears on the face of this Note)

  
	
   

  
	
  Signature
  Guarantee*:

  	
   

  	
   

  
										



 






*                    Participant in
a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).


 



 A-5
 






 



 


OPTION OF HOLDER TO ELECT PURCHASE


If you want to elect to have this Note purchased by
the Issuer pursuant to Section 4.10 or 4.15 of the Indenture, check the
appropriate box below:


	
  

  	
  o
  Section 4.10

  	
  o
  Section 4.15

  



 


If you want to elect to have only part of the Note
purchased by the Issuer pursuant to Section 4.10 or Section 4.15 of
the Indenture, state the amount you elect to have purchased:


	
  

  	
  $

  	
   

  	
   

  



 


	
  Date:

  	
   

  	
   

  
	
   

  
	
   

  	
  Your Signature:

  	
   

  
	
   

  	
  (Sign exactly as
  your name appears on the face of this Note)

  
	
   

  
	
   

  	
  Tax
  Identification No.:

  	
   

  
	
   

  
	
  Signature
  Guarantee*:

  	
   

  	
   

  
										



 


*                    Participant in
a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).


 



 A-6
 






 



 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE


The following exchanges
of a part of this Global Note for an interest in another Global Note or for a
Definitive Note, or exchanges of a part of another Global Note or Definitive
Note for an interest in this Global Note, have been made:


	
  Date of Exchange

  	
   

  	
  Amount of decrease in

  Principal Amount 

  of 

  this Global Note

  	
   

  	
  Amount of increase in

  Principal Amount 

  of 

  this Global Note

  	
   

  	
  Principal Amount 

  of this Global Note

  following such

  decrease 

  (or increase)

  	
   

  	
  Signature of authorized

  officer of Trustee or

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 A-7














 


EXHIBIT B


[FORM OF SENIOR SUBORDINATED SUBSIDIARY GUARANTEE]


For
value received, the Senior Subordinated Subsidiary Guarantor, to the extent set
forth in and subject to the terms of the Indenture, dated as of July 25, 2006
(the “Indenture”), among NTL Cable PLC, a public limited company
organized under the laws of England and Wales (the “Issuer”),
NTL Incorporated, a Delaware corporation (“Parent”), NTL: Telewest LLC, a Delaware limited liability company,
NTL Holdings Inc., a Delaware corporation, NTL (UK) Group, Inc., a Delaware
corporation, NTL Communications Limited, a limited company organized under the
laws of England and Wales, NTL Investment Holdings Limited, a limited company
organized under the laws of England and Wales (“NTLIH” or
the “Senior Subordinated Subsidiary Guarantor”),
The Bank of New York, as trustee (the “Trustee”) and
The Bank of New York (Luxembourg) S.A., hereby jointly and severally with each
other Note Guarantor irrevocably and unconditionally guarantees to each Holder
and to the Trustee and its successors and assigns (1) the full and
punctual payment when due, whether at Stated Maturity, by acceleration, by
redemption or otherwise, of all obligations of the Issuer under the Indenture
(including obligations to the Trustee) and the Notes, whether for payment of
principal of or interest on or premium, if any, on the Notes and all other
monetary obligations of the Issuer under the Indenture and the Notes and
(2) the full and punctual performance within applicable grace periods of all
other obligations of the Issuer whether for fees, expenses, indemnification or
otherwise under the Indenture and the Notes (all the foregoing being
hereinafter collectively called the “Guaranteed Obligations”).  The Senior Subordinated Subsidiary Guarantor
further agrees that the Guaranteed Obligations may be extended or renewed, in
whole or in part, without notice or further assent from the Senior Subordinated
Subsidiary Guarantor, and that the Senior Subordinated Subsidiary Guarantor
shall remain bound under this Guarantee notwithstanding any extension or
renewal of any Guaranteed Obligation.


The obligations of the
Senior Subordinated Subsidiary Guarantor to the Holders and to the Trustee
pursuant to this Guarantee and the Indenture are expressly set forth in Article
11 of the Indenture.  This Guarantee is
subordinated to other Indebtedness as set forth in Article 12 of the Indenture
and pursuant to the Intercreditor Deed. 
Reference is hereby made to the Indenture for the precise terms and
limitations of this Guarantee.  Each
Holder of the Note to which this Guarantee is endorsed, by accepting such Note,
agrees to and shall be bound by such provisions.


The Senior Subordinated
Subsidiary Guarantee will be limited to an amount not to exceed the maximum
amount that can be guaranteed by the Senior Subordinated Subsidiary Guarantor
without rendering such Senior Subordinated Subsidiary Guarantee voidable under
applicable law relating to ultra vires, fraudulent conveyance, fraudulent
transfer, corporate benefit or similar laws affecting the rights of creditors
generally.


[Signature on following page]



 B-1
 






 



 


IN WITNESS WHEREOF, the Senior Subordinated Subsidiary
Guarantor has caused this Guarantee to be signed by a duly authorized officer.


	
  

  	
  NTL INVESTMENT HOLDINGS LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 



 B-2














 


EXHIBIT C


[FORM OF SENIOR GUARANTEE]


For
value received, each of the undersigned (the “Senior
Guarantors”), to the extent set forth in and subject to the terms of
the Indenture, dated as of July 25, 2006 (the “Indenture”),
among NTL Cable PLC,
a public limited company organized under the laws of England and Wales (the “Issuer”), NTL Incorporated, a Delaware corporation (“Parent”), NTL: Telewest
LLC, a Delaware limited liability company, NTL Holdings Inc., a Delaware
corporation, NTL (UK) Group, Inc., a Delaware corporation, NTL Communications
Limited, a limited company organized under the laws of England and Wales, NTL
Investment Holdings Limited, a limited company organized under the laws of
England and Wales (“NTLIH” or the “Senior Subordinated Subsidiary Guarantor”), The Bank of New
York, as trustee (the “Trustee”) and
The Bank of New York (Luxembourg) S.A., hereby jointly and severally with one
another and with the Senior Subordinated Subsidiary Guarantor irrevocably and
unconditionally guarantees to each Holder and to the Trustee and its successors
and assigns (1) the full and punctual payment when due, whether at Stated
Maturity, by acceleration, by redemption or otherwise, of all obligations of
the Issuer under the Indenture (including obligations to the Trustee) and the
Notes, whether for payment of principal of or interest on or premium, if any,
on the Notes and all other monetary obligations of the Issuer under the
Indenture and the Notes and (2) the full and punctual performance within
applicable grace periods of all other obligations of the Issuer whether for
fees, expenses, indemnification or otherwise under the Indenture and the Notes
(all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). 
Each Senior Guarantor further agrees that the Guaranteed Obligations may
be extended or renewed, in whole or in part, without notice or further assent
from such Note Guarantor, and that such Note Guarantor shall remain bound under
this Guarantee notwithstanding any extension or renewal of any Guaranteed
Obligation.


The obligations of each
Senior Guarantor to the Holders and to the Trustee pursuant to this Guarantee
and the Indenture are expressly set forth in Article 11 of the Indenture, and
reference is hereby made to the Indenture for the precise terms and limitations
of this Guarantee.  Each Holder of the
Note to which this Guarantee is endorsed, by accepting such Note, agrees to and
shall be bound by such provisions.


Each Senior Guarantee
will be limited to an amount not to exceed the maximum amount that can be
guaranteed by such Senior Guarantor without rendering such Senior Guarantee
voidable under applicable law relating to ultra vires, fraudulent conveyance,
fraudulent transfer, corporate benefit or similar laws affecting the rights of
creditors generally.


[Signatures on following page]



 C-1
 






 



 


IN WITNESS WHEREOF, the each Senior Guarantor has
caused this Guarantee to be signed by a duly authorized officer.


	
  

  	
  NTL INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  NTL: TELEWEST LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  Name:

  
	
   

  	
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  NTL HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  Name:

  
	
   

  	
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  NTL (UK) GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  Name:

  
	
   

  	
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  NTL COMMUNICATIONS LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  Name:

  
	
   

  	
  Title:

  



 



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