Exhibit
4.3




 





Dated 3 March 2006


YORKSHIRE CABLE COMMUNICATIONS LIMITED


SHEFFIELD CABLE COMMUNICATIONS LIMITED


YORKSHIRE CABLE PROPERTIES LIMITED


CABLE LONDON LIMITED


BARCLAYS BANK PLC


and


DEUTSCHE BANK AG, LONDON BRANCH


as Security Trustee


BARCLAYS INTERCREDITOR AGREEMENT




 





 


WHITE
& CASE


5
Old Broad Street

London EC2N 1DW











TABLE OF
CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  DEFINITIONS AND INTERPRETATION

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  EFFECTIVE TIME

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  CONSENT AND PRIORITY

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  INTENDED TERMINATION BY BARCLAYS

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  ENFORCEMENT

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  SHORTFALL

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  ENFORCEMENT OF SECURITY BY SECURITY TRUSTEE

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  MISCELLANEOUS

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  POWER OF ATTORNEY

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  NOTICES

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  COUNTERPARTS

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  GOVERNING LAW AND JURISDICTION

  	
   

  	
  11

  



 















THIS DEED is dated 3 March
2006 and made BETWEEN:


(1)                                 YORKSHIRE
CABLE COMMUNICATIONS LIMITED (Registered No. 2490136) (“Yorkshire”) whose registered office is at Communications
House, Mayfair Business Park, Broad Lane, Bradford BD4 8PW;


(2)                                 SHEFFIELD
CABLE COMMUNICATIONS LIMITED (Registered No. 2465953) (“Sheffield”) whose registered office is at Communications
House, Mayfair Business Park, Broad Lane, Bradford BD4 8PW;


(3)                                 YORKSHIRE
CABLE PROPERTIES LIMITED (Registered No. 2951884) (“YCP”) whose registered office is at Communications House,
Mayfair Business Park, Broad Lane, Bradford BD4 8PW;


(4)                                 CABLE
LONDON LIMITED (Registered No. 1794264) (“Cable London”)
whose registered office is at Export House, Cawsey Way, Woking, Surrey, GU21
6QX;


(5)                                 BARCLAYS
BANK PLC acting through Multinational Corporate Team P0 Box
544, 54 Lombard Street, London EC3V 9EX (“Barclays”)
which expression shall include its successors and assigns; and


(6)                                 DEUTSCHE
BANK AG, LONDON BRANCH as security trustee for and on behalf of the
Beneficiaries (the “Security Trustee”).


WHEREAS:


(A)                               Each of Yorkshire, Sheffield,
YCP and Cable London has created the Barclays Security (as defined below) in
favour of Barclays.


(B)                               Yorkshire, Sheffield and Cable
London have entered into the Senior Facilities Agreement (as defined below)
and, pursuant to the requirements of the Senior Facilities Agreement, have
provided security to the Security Trustee.


(C)                               It is a condition precedent to
the making of the facilities available under the Senior Facilities Agreement
that Barclays enters into this Deed with the Security Trustee and Barclays has
agreed to do so on the terms and conditions set out below.


THIS DEED
WITNESSETH:


1.                                      DEFINITIONS AND INTERPRETATION


1.1                               Terms
Defined


Terms defined in the Group
Intercreditor Deed (as defined below) shall have the same meaning when used in
this Deed, unless otherwise defined herein.


1.2                               Definitions


In
this Deed, unless the context otherwise requires:


“Assumption
Date” has the meaning given to it at Clause 4.1(c);












“Barclays Discharge
Date” means the date on which all Barclays Liabilities have been
unconditionally and irrevocably paid or discharged in full and no further
Barclays Liabilities can arise under or in respect of the Barclays Loan
Agreements;


“Barclays
Liabilities” means all indebtedness of the Companies to Barclays
under the Barclays Loan Agreements and/or the Barclays Security up to a maximum
aggregate amount in respect of principal of £5,072,459 together with interest,
costs and expenses payable in accordance with the relevant Barclays Loan
Agreement and/or the Barclays Security;


“Barclays Loan Agreements” means:


(a)                                  the Business Loan
Agreement signed by Barclays on 17 June 1992 recording the terms on which
Barclays has agreed to make an advance available to Yorkshire, the aggregate
principal amount of which, as at the date of this Deed, does not exceed
£579,817;


(b)                                 a Treasury Loan
Agreement dated 20 December 1996 with Yorkshire, the aggregate principal amount
of which, as at the date of this Deed, does not exceed £445,500;


(c)                                  a Treasury Loan
Agreement dated 20 December 1996 with Sheffield, the aggregate principal amount
of which, as at the date of this Deed, does not exceed £875,911;


(d)                                 a Commercial
Mortgage Agreement dated 18 January 1999 with Sheffield, the aggregate
principal amount of which, as at the date of this Deed, does not exceed
£2,717,679; and


(e)                                  a Commercial
Mortgage Agreement between Barclays and Cable London Limited having a final
maturity date of 17 June 2012 and the aggregate principal amount of which, as
at the date of this Deed, does not exceed £453,552;


and “Barclays
Loan Agreement” means any one of them;


“Barclays Security” means:


(a)                                  the Legal Charge
created by YCP and Yorkshire on 24 December 1996 over the property known as
Units 8, 9 and 10 and adjoining land, Mayfair Business Park, Sticker Lane,
Bradford;


(b)                                 the three Legal
Charges created by Yorkshire on 24 December 1996 over the property known
respectively as (a) Units 4 and 5, (b) Units 6 and 7 and (c) (pending transfer
to YCP) Units 8, 9 and 10, Mayfair Business Park and the Legal Charge created
by Yorkshire on 24 December 1996 over the leasehold interest in Units 8, 9 and
10, Mayfair Business Park;


(c)                                  the Legal Charge
created by Sheffield on (i) 24 December 1996 over the property known as 1
Chippingham Street, Sheffield and (ii) 12 November 1999 over the leasehold
property known as 1.62 acres of land at Sheffield Technology Park, Chippingham
Street;



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(d)                                 the Legal
Mortgage created by Cable London on 27 July 1990 over the leasehold property
comprised in a lease dated 9th November 1981 granted by The Mayor and Burgesses
of the London Borough of Haringey in favour of Roger Graham Woodward and known
as Television House, 60/70 Clarendon Road, Turnpike Lane, London N8 ODJ;


(e)                                  the Legal Mortgage
created by Cable London on 22 October 1992 over the leasehold property
comprised in a lease dated 18th October 1979 granted by The Mayor and Burgesses
of the London Borough of Haringey in favour of West Central Estate &
Property Co. Limited and known as Progress House, Site 14, Clarendon Road
Industrial Estate, N8;


(f)                                    the Legal
Mortgage created by Cable London on 22 October 1992 over the leasehold property
comprised in a lease dated 22nd August 1994 granted by The Mayor and Burgesses
of the London Borough of Haringey in favour of Archford International Computers
Limited and known as Car Park No.1 and No. 2, 60/70 Clarendon Road, N8; and


(g)                                 the Legal
Mortgage created by Cable London on 3 January 1995 over the leasehold property
comprised in a lease dated 22nd October 1992 granted by The Mayor and Burgesses
of the London Borough of Haringey in favour of the Borrower and known as Car
Park No. 1 and No. 2 of 60/70 Clarendon Road, N8,


and includes any Legal Charge
or Legal Mortgage created over any of the above property by any Obligor
following the transfer of that property to that Obligor with the prior consent
of the Security Trustee given under the relevant Security;


“Business Day”
means a day (other than a Saturday or Sunday) on which banks generally are open
for business in London;


“Companies”
means Yorkshire, Sheffield, YCP and Cable London;


“Effective Time” means the time at which Barclays Bank PLC in
its capacity agent in respect of the Beneficiary Security Documents (as defined
in the Original Barclays Intercreditor Deed) confirms to Barclays Bank PLC in
its capacity as security trustee in respect of such Beneficiary Security
Documents, that the Final Discharge Date (as defined in the Original Barclays
Intercreditor Deed) has occurred;


“Encumbrance”
means:


(a)                                  a mortgage,
charge, pledge, lien, encumbrance or other security interest securing any
obligation of any person;


(b)                                  any arrangement
under which money or claims to, or the benefit of, a bank or other account may
be applied, set-off or made subject to a combination of accounts so as to
effect payment of sums owed or payable to any person; or


(c)                                  any other type of
agreement or preferential arrangement (including title transfer and retention
arrangements) having a similar effect;



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“Group
Intercreditor Deed” means the intercreditor deed dated on or about
the date of this Deed between the Original Borrowers, the Original Guarantors,
Deutsche Bank AG, London Branch as Facility Agent, Deutsche Bank AG, London
Branch as Security Trustee, the Senior Lenders, the Hedge Counterparties, the
Intergroup Creditors and the Intergroup Debtors.


“Headend
Equipment” means all equipment required in order to transmit or
receive radio and/or television programming and other services including,
without limitation, antennae, satellite receivers and satellite receiver only
dishes, converters, microwave receivers, modulators and laser transmitters;


“Original Barclays Intercreditor Deed” means that Barclays
Intercreditor Deed dated 21 December 2004 between the Companies, Barclays and
Barclays Bank PLC as security trustee;


“Receiver”
means a receiver, administrative receiver, a receiver and manager and/or (as
the case may be) in each case a delegate of the same appointed by the Security
Trustee pursuant to any Security Document;


“Secured
Obligations” has the meaning given to such term in the Group
Intercreditor Deed;


“Senior
Facilities Agreement” means the senior facilities agreement dated on
or about the date hereof between, inter alia the Ultimate Parent, the Original Borrowers,
the Mandated Lead Arrangers (as defined therein), the Facility Agent, the
Security Trustee, the Original Guarantors and the Senior Lenders (as the same
may from time to time be amended, modified and/or supplemented);


“Switch
Equipment” means the equipment required in order to operate a
telephone exchange used to switch telephony messages between the users of a
telecommunications network including, without limitation, all computer hardware
and software required for that purpose;


“Termination
Notice” has the meaning given to it at Clause 4.1.


1.3                               Construction
of certain terms


Any
reference in this Deed to:


a “clause”
shall, subject to any contrary indication, be construed as a reference to a
clause of this Deed;


“indebtedness”
includes any obligation (whether actual or contingent, present or future, as
principal, surety or otherwise) for the payment or repayment of money; and


a “person”
shall be construed as a reference to any person, firm, company, corporation,
association or partnership.


1.4                               Save
where the contrary is indicated, any reference in this Deed to this Deed or any
other agreement or document shall be construed as a reference to this Deed or,
as the case may be, such other agreement or document as the same may have been,
or may from time to time be, amended, varied, novated or supplemented.



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1.5                               Clause
headings are for ease of reference only.


1.6                               Unless
expressly provided to the contrary in this Deed, a person who is not a party to
this Deed may not enforce any of its terms under the Contracts (Rights of Third
Parties) Act 1999.


2.                                      EFFECTIVE
TIME


This Deed shall not become
effective until the Effective Time.


3.                                      CONSENT
AND PRIORITY


3.1                               Consent
by Barclays


Barclays hereby consents to
the entry by the Companies into the Security Documents to which they are party.


3.2                               Ranking
of Barclays Security


All
existing Encumbrances conferred by the Barclays Security will:


(a)                                  rank
in all respects prior to existing and future Encumbrances conferred by the
Security, regardless of order of registration, notice, execution or otherwise;
and


(b)                                 secure
all Barclays Liabilities in priority to the Secured Obligations, regardless of
the date on which the Barclays Liabilities arises, regardless of whether
Barclays is obliged to advance moneys included in the Barclays Liabilities, and
regardless of any fluctuations in the amount of the Barclays Liabilities
outstanding or an intermediate discharge of the Barclays Liabilities in whole
or in part.


3.3                               Existing
Security


Barclays confirms for the
benefit of the Security Trustee that it does not have the benefit of nor will
it permit to subsist or receive any Encumbrances for or in respect of the
Barclays Liabilities other than the Barclays Security and acknowledges that in
respect of any claim which it may now or in the future have (other than in its
capacity as a Beneficiary) against any of the assets of any Company (other than
assets which are the subject of the Barclays Security) it ranks and will at all
times rank behind the Encumbrances created in favour of the Security Trustee pursuant
to the Security Documents.


3.4                               Registration
and Notice


Barclays and the Security
Trustee will co-operate with each other with a view to reflecting the priority
of the Security and the Barclays Security in any register or with any filing or
registration authority and in giving notice to insurers and other relevant
persons.



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4.                                      INTENDED
TERMINATION BY BARCLAYS


4.1                               Notice


Barclays hereby undertakes
with the Security Trustee that it will not exercise any right or entitlement
that it might have under any Barclays Loan Agreement or at law to terminate
that Barclays Loan Agreement unless and until the Security Trustee (to the
extent permitted by the Security Documents) has taken any steps to enforce the
Security or to recover any of the Secured Obligations or


(a)                                  it
has given written notice (a “Termination
Notice”) to the Security Trustee (with a copy to the relevant
Company) of its intention to do so; and


(b)                                 it
has supplied the Security Trustee with reasonable details of the acts,
omissions or circumstances which entitle it to terminate that Barclays Loan
Agreement, where relevant, and details (including of sums owing) of such
liabilities of the relevant Company then existing or anticipated under that
Barclays Loan Agreement of which Barclays is then aware; and


(c)                                  a
period of 10 Business Days shall have elapsed after the date of the receipt by
the Trustee of the Termination Notice and the details described at
Clause 4.1(b) without the Security Trustee, by service of written notice
on Barclays, having agreed to make, on behalf of the relevant Company, payment
of all amounts due but unpaid in respect of the relevant Barclays Loan
Agreement together with any default interest thereon (the “Relevant Amounts”), such agreement to take
effect immediately on receipt by Barclays of such notice (the “Assumption Date”).


4.2                               Effect
of assumption


On and after the Assumption
Date and provided the Security Trustee (on behalf of the relevant Company) has
paid the Relevant Amounts within the time period specified in
Clause 4.1(c):


(a)                                  without
prejudice to any right or entitlement to terminate arising in respect of future
events, Barclays shall continue to observe, perform and comply with all of its
obligations under the relevant Barclays Loan Agreement;


(b)                                 without
prejudice to any right or entitlement to terminate arising in respect of future
events, the relevant Barclays Loan Agreement shall remain in full force and
effect;


(c)                                  subject
to Clauses 5.2 and 5.3, Barclays will not exercise or enforce or attempt
to exercise or enforce any right or remedy against the relevant Company in
respect of the event giving rise to the right or entitlement to terminate
referred to in Clause 4.1 and in respect of which the relevant Termination
Notice was issued; and


(d)                                 the
Security Trustee will, to the extent of the Relevant Amounts actually paid by
it to Barclays, be subrogated to the rights of Barclays against the relevant
Company under the relevant Barclays Loan Agreement and relevant Barclays
Security in respect of each such payment made by the Security Trustee on



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behalf of the relevant Company and the
relevant Company hereby acknowledges its indebtedness to the Security Trustee
in respect of each such amount together with interest thereon calculated in
accordance with the provisions of the Security Documents.


4.3                               Enforcement
by Barclays


Where:


(a)                                  the
Security Trustee has not given notice to Barclays within the time specified in
Clause 4.1(c); or


(b)                                 the
Security Trustee has failed to pay the Relevant Amounts under the relevant
Barclays Loan Agreement within 1 Business Day of the Assumption Date


but not otherwise, Barclays
shall be entitled to enforce the security conferred by the Barclays Security
but may not exercise or attempt to exercise any other right or remedy against
the relevant Company in respect of the relevant Barclays Loan Agreement.


5.                                      ENFORCEMENT


5.1                               Restrictions
on enforcement by the Banks


Subject to Clauses 5.2,
5.3 and 5.4, until the Barclays Discharge Date, the Security Trustee will not
exercise or enforce or attempt to exercise or enforce any right or remedy
against any Company unless it has first given 5 Business Days’ notice in
writing to Barclays specifying the action which it proposes to take and the
timing of such action.


5.2                               Protection
of Security


Nothing in this Deed shall
prevent Barclays or the Security Trustee from taking at any time such action as
it may reasonably deem necessary to protect any Encumbrances conferred by the
Barclays Security or, as the case may be, Security which is in jeopardy or to
prevent any likely material diminution in value of the Encumbrances conferred
by the Barclays Security or the Security provided that Barclays, or as the case
may be, the Security Trustee shall, if practicable, notify the Security Trustee
or, as the case may be, Barclays prior to taking any such action, specifying
the action to be taken and the reason why the relevant Encumbrance is in
jeopardy or is likely to diminish materially in value or, if not practicable,
as soon as reasonably possible after taking such action.


5.3                               Liquidation


Nothing in this Deed shall
prevent Barclays or the Security Trustee from being entitled to prove in a
liquidation of any Company (other than a liquidation instigated by Barclays or,
as the case may be, the Security Trustee in breach of its obligations
hereunder).



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5.4                               Administration


Notwithstanding any other
provision of this Deed, where a petition is presented for the making of an
administration order or any step is taken for the appointment of an
administrator in relation to any Obligor, the Security Trustee may (subject,
where relevant, to the provisions of the Enterprise Act 2002) appoint an
administrative receiver of any Obligor (including any Company) who may enforce
all or any part of the Encumbrances conferred by the Security.


6.                                      SHORTFALL


6.1                               Notice


If, following any enforcement
by Barclays of the Encumbrances conferred by the Barclays Security, the net
proceeds of such enforcement are insufficient to discharge the Barclays
Liabilities in full, Barclays will not at any time prior to the Final Discharge
Date but subject to Clause 5.3 sue for, or institute any creditor’s
process (including a Mareva injunction, garnishment, execution or levy, whether
before or after judgment) against the relevant Company in respect of, any
obligation of the relevant Company to meet the resulting shortfall unless:


(a)                                  it
has given written notice to the Security Trustee containing reasonable details
of the enforcement action taken, the net proceeds received or receivable and
the extent of the Barclays Liabilities which will not be discharged by those
net proceeds (the “Shortfall”);


(b)                                 a
period of 10 Business Days shall have elapsed after the date of the receipt by
the Security Trustee of such notice without the Security Trustee, by service of
written notice on Barclays agreeing to pay to Barclays the amount of the
Shortfall;


(c)                                  the
Security Trustee has not paid the amount of the Shortfall to Barclays within
one Business Day of service of the notice referred to in Clause 6.1(b);
and


(d)                                 the
enforcement action has been undertaken by Barclays other than pursuant to
Clause 5.2.


6.2                               Subrogation


If the Security Trustee elects
to pay to Barclays the amount of the Shortfall it shall on such payment be
subrogated to the rights of Barclays in respect of the relevant Barclays Loan
Agreement and Barclays shall immediately cease to have any interest in that
Barclays Loan Agreement or any rights against the relevant Company under or in
connection with that Barclays Loan Agreement.


7.                                      ENFORCEMENT
OF SECURITY BY SECURITY TRUSTEE


7.1                               Enforcement
by Trustee:


Until the Final Discharge
Date, if the Security Trustee enforces any Encumbrances conferred by the
Security over any asset of any Company:



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(a)                                  the
Security Trustee will consult with Barclays as to the identity of any Receiver
over any asset in respect of which Barclays has Encumbrance with a view to
agreeing the joint appointment of that Receiver by Barclays and the Security
Trustee;


(b)                                 Barclays
will not be entitled to take or have possession of any such assets or maintain
a Receiver in possession of such asset (other than a Receiver appointed jointly
by Barclays and the Security Trustee);


(c)                                  the
Security Trustee will have the entire conduct of any sale or such assets; and


(d)                                 if
pursuant to enforcement the Security Trustee or a Receiver intends to sell any
asset over which Barclays has Security conferred by the Barclays Security, or
if the relevant Company intends to sell such asset with the approval of the
Security Trustee, the Security Trustee will consult with Barclays with a view
to agreeing the timing and manner in which the sale of that asset is to be
conducted. Failing such agreement, Barclays will on any such sale release the
Encumbrances conferred by the Barclays Security over the asset if the proceeds
are or will be sufficient to discharge the Barclays Liabilities (or, if such
proceeds are not sufficient, if it has given its consent to the sale) and are
to be applied in accordance with Clause 7.2.


7.2                               Proceeds


The net proceeds of
enforcement of the Security which are attributable to any asset subject to the
Encumbrances conferred by the Barclays Security will, upon receipt by the
Security Trustee, be paid to or to the order of Barclays and pending such
payment will be held on trust for Barclays.


8.                                      MISCELLANEOUS


8.1                               Transfer


For the avoidance of doubt it
is hereby agreed that the benefit of this Deed may not be transferred in part.
The Security Trustee for the time being may transfer the whole of the benefit
of this Deed to any successor performing the obligations of Security Trustee
for the Beneficiaries under the Group Intercreditor Deed but not otherwise,
provided that such successor undertakes to the other parties to this Deed to be
bound by its terms.


8.2                               No
amendment


Without the prior written
consent of the Security Trustee, no amendments to any Barclays Loan Agreement
will be permitted other than amendments which do not impair the obligations of
any Company under this Deed, do not increase the Barclays Liabilities and do
not alter the scheduled maturity date of the relevant Barclays Loan Agreement.
For the avoidance of doubt, any amount repaid or prepaid by any Company
pursuant to any Barclays Loan Agreement may not be reborrowed by the relevant
Company.



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8.3                               Headend
and Switch


Barclays confirms for the
benefit of the Security Trustee that, insofar as any Headend Equipment and/or
Switch Equipment is or may from time to time be contained in or on any property
of Sheffield or Yorkshire in respect of which Barclays has or will have
Encumbrances pursuant to the Barclays Security, such Headend Equipment and/or
Switch Equipment does not constitute a fixture to that property and accordingly
does not itself form part of the Barclays Security and that each Company is
free to deal with any such Headend Equipment and Switch Equipment free and
clear of any Encumbrances created in favour of Barclays in respect of the
Barclays Liabilities.


8.4                               No
prejudice


Nothing in this Deed will, as
between any Company and Barclays or the Security Trustee, affect or prejudice
any rights of Barclays and/or the Security Trustee as against that Company
under the Barclays Loan Agreements, the Barclays Security, the Senior Finance
Documents, the Hedging Agreements and the Security respectively.


8.5                               Disclosure


Each Company agrees that the
Security Trustee and Barclays may disclose to each other such information about
that Company, the facilities and the related Encumbrances as they consider
appropriate.


8.6                               Termination
of Original Barclays Intercreditor Deed


Each of Yorkshire, Sheffield,
YCP, Cable London and Barclays hereby agree that the Original Barclays
Intercreditor Deed and all rights and obligations of the parties thereunder
shall be terminated immediately upon the Effective Time.


9.                                      POWER
OF ATTORNEY


9.1                               Appointment


Each Company hereby by way of
security for the performance of its obligations under this Deed and to enable
the Security Trustee to exercise its rights hereunder irrevocably (within the
meaning of Section 4 of the Powers of Attorney Act 1971) appoints the Security
Trustee to be its attorney of the Company in its name and otherwise on its
behalf and as its act and deed at any time to sign, seal, execute, deliver,
perfect and do all deeds, instruments, acts and things which may be required or
are necessary:


(a)                                  for
carrying out any obligations imposed on it by or pursuant to this Deed;


(b)                                 for
conveying or transferring any legal or other interest in each or any Barclays
Loan Agreement; and


(c)                                  generally
for enabling the Security Trustee to exercise the respective powers,
authorities and discretions conferred on it by or pursuant to this Deed or by
law,



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The Security Trustee shall
have full power to delegate the power conferred on it or him by this
Clause 9.1 but no such delegation shall preclude the subsequent exercise
of such power by the Security Trustee or preclude the Security Trustee from
making a subsequent delegation thereof to some other person; any such
delegation may be revoked by the Security Trustee at any time,


9.2                               Ratification


Each Company
shall ratify and confirm all things done by the attorney on its behalf in the
proper exercise of his powers.


10.                               NOTICES


10.1                        In writing


Each communication to be made pursuant to this Deed shall be made in writing
but, unless otherwise stated, may be made by facsimile or letter.


10.2                        Delivery


Any communication or document
to be made or delivered by one person to another pursuant to this Deed shall
(unless that other person has by fifteen days’ written notice to the other
addressee specified another address) be made or delivered to that other person
at the address set out above and shall be deemed to have been made or delivered
when despatched (in the case of any communication made by facsimile) or (in the
case of any communication made by letter) when left at that address or (as the
case may be) two Business Days after being deposited in the post postage
prepaid in an envelope addressed to it at that address, provided that any
communication or document to be made or delivered to the Security Trustee shall
be expressly marked for the attention of Jonathan Bowers; Facsimile no.: +44
(0)20 7547 4757.


11.                               COUNTERPARTS


This Deed may be signed in any
number of counterparts, all of which taken together shall constitute one and
the same instrument. Any party may enter into this Deed by signing any such
counterpart.


12.                               GOVERNING
LAW AND JURISDICTION


This Deed shall be governed by
and construed in accordance with the laws of England and the parties hereby
submit to the non-exclusive jurisdiction of the English Courts.


IN WITNESS whereof the
parties hereto have excluded this document as a deed the day and year first
above written.



 11














SIGNATORIES


	
  THE COMPANIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED as
  a DEED

  	
  )

  	
  STEPHEN COOK

  
	
  by

  	
  )

  	
  NEIL SMITH

  
	
  SHEFFIELD CABLE COMMUNICATIONS LIMITED

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED as a DEED

  	
  )

  	
  STEPHEN COOK

  
	
  by

  	
  )

  	
  NEIL SMITH

  
	
  YORKSHIRE CABLE COMMUNICATIONS LIMITED

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED as a DEED

  	
  )

  	
  STEPHEN COOK

  
	
  by

  	
  )

  	
  NEIL SMITH

  
	
  YORKSHIRE CABLE PROPERTIES LIMITED

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and DELIVERED as a DEED

  	
  )

  	
  STEPHEN COOK

  
	
  by

  	
  )

  	
  NEIL SMITH

  
	
  CABLE LONDON LIMITED

  	
  )

  	
   

  



 











 


	
  BARCLAYS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED (but not delivered
  until

  	
  )

  	
  MATTHEW DURKIN

  
	
  the date hereof) as a DEED
  by

  	
  )

  	
   

  
	
  BARCLAYS BANK PLC

  	
  )

  	
   

  
	
  acting by its duly appointed attorney

  	
  )

  	
   

  
	
  in the presence of:

  	
  )

  	
   

  



 


	
  Witness:

  	
  PAUL
  THOMPSON

  	
   

  	
   

  
	
  Witness
  name:

  	
  Paul
  Thompson

  	
   

  	
   

  
	
  Witness
  Address:

  	
  5
  North Colonnade

  	
   

  	
   

  
	
   

  	
  Canary
  Wharf

  	
   

  	
   

  
	
   

  	
  London

  	
   

  	
   

  
	
   

  	
  E14
  4BB

  	
   

  	
   

  



 


	
  THE SECURITY TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a DEED by

  	
  )

  	
  NICOLA DAWES

  
	
  DEUTSCHE BANK AG, LONDON BRANCH

  	
  )

  	
  ELIZABETH
  MACADIE

  
	
  acting by: