<PAGE>   1

                                                                     Exhibit 4.7

================================================================================


                                                                  EXECUTION COPY



                            NTL COMMUNICATIONS CORP.


                                       AND


                                NTL INCORPORATED
                     (AS CO-OBLIGOR ON A SUBORDINATED BASIS)



                                 $1,000,000,000



                    6-3/4% CONVERTIBLE SENIOR NOTES DUE 2008







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

                                    INDENTURE
                            Dated as of May 15, 2001

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






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

                            THE CHASE MANHATTAN BANK
                                     Trustee

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




================================================================================



<PAGE>   2





                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE I.....................................................................1

   SECTION 1.01   DEFINITIONS.................................................1
   SECTION 1.02   OTHER DEFINITIONS..........................................10
   SECTION 1.03   INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT..........11
   SECTION 1.04   RULES OF CONSTRUCTION......................................11

ARTICLE II. THE NOTES........................................................12

   SECTION 2.01   FORM AND DATING............................................12
   SECTION 2.02   EXECUTION AND AUTHENTICATION...............................14
   SECTION 2.03   REGISTRAR, PAYING AGENT AND CONVERSION AGENT...............14
   SECTION 2.04   PAYING AGENT TO HOLD MONEY IN TRUST........................14
   SECTION 2.05   HOLDER LISTS...............................................15
   SECTION 2.06   TRANSFER AND EXCHANGE......................................15
   SECTION 2.07   REPLACEMENT NOTES..........................................19
   SECTION 2.08   OUTSTANDING NOTES..........................................19
   SECTION 2.09   TREASURY NOTES.............................................20
   SECTION 2.10   TEMPORARY NOTES; GLOBAL NOTES..............................20
   SECTION 2.11   CANCELLATION...............................................21
   SECTION 2.12   DEFAULTED INTEREST.........................................21

ARTICLE III. REDEMPTION......................................................21

   SECTION 3.01   NOTICES TO TRUSTEE.........................................21
   SECTION 3.02   SELECTION OF NOTES TO BE REDEEMED..........................21
   SECTION 3.03   NOTICE OF REDEMPTION.......................................22
   SECTION 3.04   EFFECT OF NOTICE OF REDEMPTION.............................23
   SECTION 3.05   DEPOSIT OF REDEMPTION PRICE................................23
   SECTION 3.06   NOTES REDEEMED IN PART.....................................23
   SECTION 3.07   OPTIONAL REDEMPTION AND OPTIONAL TAX REDEMPTION............23
   SECTION 3.08   MANDATORY REDEMPTION.......................................23
   SECTION 3.09   PURCHASE OFFER.............................................23

ARTICLE IV. COVENANTS........................................................26

   SECTION 4.01   PAYMENT OF NOTES...........................................26
   SECTION 4.02   REPORTS....................................................26
   SECTION 4.03   COMPLIANCE CERTIFICATE.....................................26
   SECTION 4.04   STAY, EXTENSION AND USURY LAWS.............................27
   SECTION 4.05   CORPORATE EXISTENCE........................................27
   SECTION 4.06   TAXES......................................................28
   SECTION 4.07   CHANGE OF CONTROL..........................................28
   SECTION 4.08   PAYMENT OF ADDITIONAL AMOUNTS..............................28

ARTICLE V. CONVERSION........................................................29

   SECTION 5.01   CONVERSION PRIVILEGE.......................................29
   SECTION 5.02   CONVERSION PROCEDURE.......................................29
   SECTION 5.03   FRACTIONAL SHARES..........................................30
   SECTION 5.04   TAXES ON CONVERSION........................................30
   SECTION 5.05   NTL INCORPORATED TO PROVIDE STOCK..........................30
   SECTION 5.06   ADJUSTMENT OF CONVERSION PRICE.............................31
   SECTION 5.07   NO ADJUSTMENT..............................................34
   SECTION 5.08   OTHER ADJUSTMENTS..........................................34
   SECTION 5.09   ADJUSTMENTS FOR TAX PURPOSES...............................34
   SECTION 5.10   NOTICE OF ADJUSTMENT.......................................34
   SECTION 5.11   NOTICE OF CERTAIN TRANSACTIONS.............................35

<PAGE>   3


   SECTION 5.12   EFFECT OF RECLASSIFICATIONS, CONSOLIDATIONS, MERGERS OR
                    SALES ON CONVERSION PRIVILEGE............................35
   SECTION 5.13   TRUSTEE'S DISCLAIMER.......................................36

ARTICLE VI. SUBORDINATION OF NTL INCORPORATED OBLIGATIONS....................36

   SECTION 6.01   AGREEMENT TO SUBORDINATE AND RANKING.......................36
   SECTION 6.02   NO PAYMENT ON NOTES IF SENIOR DEBT IN DEFAULT..............37
   SECTION 6.03   DISTRIBUTION ON ACCELERATION OF NOTES; DISSOLUTION AND
                    REORGANIZATION; SUBROGATION OF NOTES.....................38
   SECTION 6.04   RELIANCE BY SENIOR DEBT ON SUBORDINATION PROVISIONS........41
   SECTION 6.05   NO WAIVER OF SUBORDINATION PROVISIONS......................41
   SECTION 6.06   TRUSTEE'S RELATION TO SENIOR DEBT..........................42
   SECTION 6.07   OTHER PROVISIONS SUBJECT HERETO............................42

ARTICLE VII. SUCCESSORS......................................................42

   SECTION 7.01   MERGER, CONSOLIDATION OR SALE OF ASSETS....................42
   SECTION 7.02   SUCCESSOR CORPORATION SUBSTITUTED..........................43

ARTICLE VIII. DEFAULTS AND REMEDIES..........................................44

   SECTION 8.01   EVENTS OF DEFAULT..........................................44
   SECTION 8.02   ACCELERATION...............................................45
   SECTION 8.03   OTHER REMEDIES.............................................46
   SECTION 8.04   WAIVER OF PAST DEFAULTS....................................46
   SECTION 8.05   CONTROL BY MAJORITY........................................47
   SECTION 8.06   LIMITATION ON SUITS........................................47
   SECTION 8.07   RIGHTS OF HOLDERS TO RECEIVE PAYMENT.......................47
   SECTION 8.08   COLLECTION SUIT BY TRUSTEE.................................47
   SECTION 8.09   TRUSTEE MAY FILE PROOFS OF CLAIM...........................48
   SECTION 8.10   PRIORITIES.................................................48
   SECTION 8.11   UNDERTAKING FOR COSTS......................................48

ARTICLE IX. TRUSTEE..........................................................48

   SECTION 9.01   DUTIES OF TRUSTEE..........................................48
   SECTION 9.02   RIGHTS OF TRUSTEE..........................................49
   SECTION 9.03   INDIVIDUAL RIGHTS OF TRUSTEE...............................50
   SECTION 9.04   TRUSTEE'S DISCLAIMER.......................................50
   SECTION 9.05   NOTICE OF DEFAULTS.........................................50
   SECTION 9.06   REPORTS BY TRUSTEE TO HOLDERS..............................50
   SECTION 9.07   COMPENSATION AND INDEMNITY.................................50
   SECTION 9.08   REPLACEMENT OF TRUSTEE.....................................51
   SECTION 9.09   SUCCESSOR TRUSTEE BY MERGER, ETC...........................52
   SECTION 9.10   ELIGIBILITY; DISQUALIFICATION..............................52
   SECTION 9.11   PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE ISSUERS......53

ARTICLE X. DISCHARGE OF INDENTURE............................................53

   SECTION 10.01     TERMINATION OF ISSUERS' OBLIGATIONS.....................53
   SECTION 10.02     REPAYMENT TO THE ISSUERS................................53

ARTICLE XI. AMENDMENTS, SUPPLEMENTS AND WAIVERS..............................54

   SECTION 11.01     WITHOUT CONSENT OF HOLDERS..............................54
   SECTION 11.02     WITH CONSENT OF HOLDERS.................................54
   SECTION 11.03     COMPLIANCE WITH TRUST INDENTURE ACT.....................55
   SECTION 11.04     REVOCATION AND EFFECT OF CONSENTS.......................55
   SECTION 11.05     NOTATION ON OR EXCHANGE OF NOTES........................56
   SECTION 11.06     TRUSTEE PROTECTED.......................................56

ARTICLE XII. MISCELLANEOUS...................................................56

   SECTION 12.01     TRUST INDENTURE ACT CONTROLS............................56
   SECTION 12.02     NOTICES.................................................56




                                       ii
<PAGE>   4



   SECTION 12.03     COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.............57
   SECTION 12.04     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT......57
   SECTION 12.05     STATEMENTS REQUIRED IN CERTIFICATE OR OPINION...........57
   SECTION 12.06     RULES BY TRUSTEE AND AGENTS.............................57
   SECTION 12.07     LEGAL HOLIDAYS..........................................57
   SECTION 12.08     NO RECOURSE AGAINST OTHERS..............................58
   SECTION 12.09     COUNTERPARTS AND FACSIMILE SIGNATURES...................58
   SECTION 12.10     VARIABLE PROVISIONS.....................................58
   SECTION 12.11     GOVERNING LAW...........................................59
   SECTION 12.12     NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS...........59
   SECTION 12.13     SUCCESSORS..............................................59
   SECTION 12.14     SEVERABILITY............................................59
   SECTION 12.15     TABLE OF CONTENTS, HEADINGS, ETC........................59








                                      iii

<PAGE>   5



                             CROSS-REFERENCE TABLE*

Trust Indenture Act Section                                  Indenture Section

310 (a)(1)........................................................9.10
(a)(2) ...........................................................9.10
(a)(3)............................................................N.A.
(a)(4)............................................................N.A.
(a)(5)............................................................9.10
(b)  .............................................................9.08,
     .............................................................9.10
(c)  .............................................................N.A.
311(a)............................................................9.11
(b)  .............................................................9.11
(c)  .............................................................N.A.
312 (a)...........................................................2.05
(b)  .............................................................12.03
(c)  .............................................................12.03
313(a)............................................................9.06
(b)(1)............................................................N.A.
(b)(2)............................................................9.06
(c)  .............................................................9.06
(d)  .............................................................9.06
314(a)............................................................4.02
     .............................................................4.03,
     .............................................................12.02
(b)  .............................................................N.A.
(c)(1)............................................................12.04
(c)(2)............................................................12.04
(c)(3)............................................................N.A.
(d)  .............................................................N.A.
(e)  .............................................................N.A.
(f)  .............................................................N.A.
315 (a)...........................................................9.01(b)
(b)  .............................................................9.05
(c)  .............................................................9.01(a)
(d)  .............................................................9.01(c)
(e)  .............................................................8.11
316 (a)(last sentence)............................................2.09
(a)(1)(A).........................................................8.05
(a)(1)(B).........................................................8.04
(a)(2)............................................................N.A.
(b)  .............................................................8.07
(c)  .............................................................11.04
317 (a)(1)........................................................8.08
(a)(2)............................................................8.09
(b)  .............................................................2.04
318 (a)...........................................................N.A.

N.A. means not applicable.
*This Cross-Reference Table is not part of the Indenture.



                                       iv

<PAGE>   6





         INDENTURE, dated as of May 15, 2001, among NTL Communications Corp., a
Delaware corporation ("NTL COMMUNICATIONS"), NTL Incorporated, a Delaware
corporation ("NTL INCORPORATED" and, together with NTL Communications, the
"ISSUERS"), and The Chase Manhattan Bank, a New York corporation, as trustee
(the "TRUSTEE").

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders (as defined in Section 1.01 hereof)
of the 6-3/4% Convertible Senior Notes due 2008 of NTL Communications and NTL
Incorporated (as joint obligor on a subordinated basis) (the "NOTES"):


                                   ARTICLE I.


Section 1.01  Definitions.

         "AFFILIATE" of any specified Person means any other Person directly
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "CONTROL"
(including, with correlative meanings, the terms "CONTROLLING," "CONTROLLED BY"
and "UNDER COMMON CONTROL WITH"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided, however,
that beneficial ownership of 10.0% or more of the voting securities of a Person
shall be deemed to be control.

         "AGENT" means any Registrar, Paying Agent or Conversion Agent.

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

         "ASSET SALE" means (i) any sale, lease, transfer, conveyance or other
disposition of any assets (including by way of a sale-and-leaseback) other than
the sale or transfer of inventory or goods held for sale in the ordinary course
of business or (ii) any issuance, sale, lease, transfer, conveyance or other
disposition of any Equity Interests of any of the Restricted Subsidiaries of
either of the Issuers to any Person; in either case other than (A) to (w) either
of the Issuers, (x) any Wholly Owned Subsidiary of either Issuer, or (y) any
Subsidiary which is a Subsidiary of either Issuer on the Issuance Date; provided
that at the time of and after giving effect to such issuance, sale, lease,
transfer, conveyance or other disposition to such Subsidiary, such Issuer's
ownership percentage in such Subsidiary is equal to or greater than such
percentage on the Issuance Date or (B) the issuance, sale, transfer, conveyance
or other disposition of Equity Interests of a Subsidiary in exchange for capital
contributions made on a pro rata basis by the holders of the Equity Interests of
such Subsidiary.

         "BOARD OF DIRECTORS" means the Board of Directors of either of the
Issuers, or any authorized committee of the Board of Directors, in each case as
the context requires.

         "BOARD RESOLUTION" means a duly authorized resolution of the Board of
Directors.

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




                                     -1-
<PAGE>   7


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

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

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


         "CHANGE OF CONTROL" means:

                  (1) the sale, lease or transfer of all or substantially all of
         the assets of NTL Incorporated or NTL Communications to any " Person"
         or " group" (within the meaning of Sections 13(d)(3) and 14(d)(2) of
         the Exchange Act or any successor provision to either of the foregoing,
         including any group acting for the purpose of acquiring, holding or
         disposing of securities within the meaning of Rule 13d-5(b)(1) under
         the Exchange Act) (other than any Permitted Holder);

                  (2) the approval by the requisite stockholders of NTL
         Incorporated or NTL Communications of a plan of liquidation or
         dissolution of NTL Incorporated or NTL Communications;

                  (3) any "Person" or "group" (within the meaning of Sections
         13(d) and 14(d)(2) of the Exchange Act or any successor provision to
         either of the foregoing, including any group acting for the purpose of
         acquiring, holding or disposing of securities within the meaning of
         Rule 13d-5(b)(1) under the Exchange Act), other than any Permitted
         Holder, becomes the "beneficial owner" (as defined in Rule 13d-3 under
         the Exchange Act) of more than 50.0% of the total voting power of all
         classes of the voting stock of NTL Incorporated or NTL Communications
         and/or warrants or options to acquire such voting stock, calculated on
         a fully diluted basis, unless, as a result of such transaction, the
         ultimate direct or indirect ownership of NTL Incorporated or NTL
         Communications is substantially the same immediately after such
         transaction as it was immediately prior to such transaction; or

                  (4) during any period of two consecutive years, individuals
         who at the beginning of such period constituted NTL Incorporated's or
         NTL Communications' Board of Directors (together with any new directors
         whose election or appointment by such board or whose nomination for
         election by the shareholders of NTL Incorporated or NTL Communications
         was approved by a vote of a majority of the directors then still in
         office who were either directors at the beginning of such period or
         whose election or nomination for election was previously so approved)
         cease for any reason to constitute a majority of NTL Incorporated's or
         NTL Communications' Board of Directors, respectively, then in office.



                                      -2-
<PAGE>   8


         "COMMON STOCK" means the common stock, par value $0.01 per share, of
NTL Incorporated as the same exists at the date of the execution of this
Indenture or as such stock may be constituted from time to time.

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

         "CONSOLIDATED NET INCOME" means, with respect to any Person, for any
period, the aggregate of the Net Income of such Person and its Subsidiaries
(other than Non-Restricted Subsidiaries) for such period, on a consolidated
basis, determined in accordance with GAAP; provided that:

                  (1) the Net Income of any Person that is not a Subsidiary or
         that is accounted for by the equity method of accounting shall be
         included only to the extent of the amount of dividends or distributions
         paid to the referent Person or a Wholly Owned Subsidiary;

                  (2) the Net Income of any Person that is a Subsidiary (other
         than a Subsidiary of which at least 80% of the Capital Stock having
         ordinary voting power for the election of directors or other governing
         body of such Subsidiary is owned by the referent Person directly or
         indirectly through one or more Subsidiaries) shall be included only to
         the extent of the amount of dividends or distributions paid to the
         referent Person or a Wholly Owned Subsidiary;

                  (3) the Net Income of any Person acquired in a pooling of
         interests transaction for any period prior to the date of such
         acquisition shall be excluded; and

                  (4) the cumulative effect of a change in accounting principles
         shall be excluded.

         "DAILY MARKET PRICE" means the price of a share of Common Stock on the
relevant date, determined (a) on the basis of the last reported sale price
regular way of the Common Stock as reported on the New York Stock Exchange (the
"NYSE"), or if the Common Stock is not then listed on the NYSE, as reported on
such national securities exchange or automated dealer quotation system upon
which the Common Stock is listed or quoted, or (b) if there is no such reported
sale on the day in question, on the basis of the average of the closing bid and
asked quotations regular way as so reported, or (c) if the Common Stock is not
listed on the



                                      -3-
<PAGE>   9



NYSE or on any national securities exchange or quoted on any automated dealer
quotation system, on the basis of the average of the high bid and low asked
quotations regular way on the day in question in the over-the-counter market as
reported by the National Association of Securities Dealers Automated Quotation
System, or if not so quoted, as reported by National Quotation Bureau,
Incorporated, or a similar organization.

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

         "DEPOSITARY" shall mean The Depository Trust Company, its nominees and
their respective successors.

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

         "EBITDA" means, for any Person, for any period, an amount equal to:

                  (A)      the sum of:

                           (i) Consolidated Net Income for such period
                  (exclusive of any gain or loss realized in such period upon an
                  Asset Sale); plus

                           (ii) the provision for taxes for such period based on
                  income or profits to the extent such income or profits were
                  included in computing Consolidated Net Income and any
                  provision for taxes utilized in computing net loss under
                  clause (i) hereof; plus

                           (iii) Consolidated Interest Expense for such period;
                  plus

                           (iv) depreciation for such period on a consolidated
                  basis, plus

                           (v) amortization of intangibles for such period on a
                  consolidated basis; plus

                           (vi) any other non-cash item reducing Consolidated
                  Net Income for such period; minus

                  (B) all non-cash items increasing Consolidated Net Income for
         such period, all for such Person and its Subsidiaries determined in
         accordance with GAAP consistently applied.

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

         "EXCESS PAYMENT" means the excess of:




                                      -4-
<PAGE>   10

                  (A) the aggregate of the cash and value of other consideration
         paid by NTL Incorporated or any of its Subsidiaries with respect to
         shares acquired in a tender offer or other negotiated transaction, over

                  (B) the market value of each such acquired shares after giving
         effect to the completion of a tender offer or other negotiated
         transaction.

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

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

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as approved by a significant segment of the accounting profession,
which are in effect on the Issuance Date.

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

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

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

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

         "INITIAL PURCHASERS" means, Morgan Stanley & Co. Incorporated, J.P.
Morgan Securities Inc., Credit Suisse First Boston Corporation and Salomon Smith
Barney Inc.

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




                                      -5-
<PAGE>   11

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

         "ISSUERS" means the parties named as such above until a successor or
successors replaces either or both of them in accordance with Article VII and
thereafter means such successor or successors.

         "LICENSE" means any license issued or awarded pursuant to the
Broadcasting Act 1990, the Cable and Broadcasting Act 1984, the
Telecommunications Act 1984 or the Wireless Telegraphy Act 1948 (in each case,
as such Acts may, from time to time, be amended, modified or re-enacted) (or
equivalent statutes of any jurisdiction) to operate or own a Cable Business.

         "LIQUIDATED DAMAGES" has the meaning set forth in Section 2 of the
Notes.

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

         "MATERIAL SUBSIDIARY" means:

                  (i) NTL (UK) Group, Inc. (formerly known as OCOM Sub II,
         Inc.), NTL Group Limited, CableTel Surrey, CableTel Cardiff Limited,
         CableTel Glasgow, CableTel Newport and CableTel Kirklees; and

                  (ii) any other Subsidiary of NTL Communications which is a
         "significant subsidiary" as defined in Rule 1-02(w) of Regulation S-X
         under the Securities Act and the Exchange Act (as such Regulation is in
         effect on the date hereof).

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

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

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

         "NON-RESTRICTED SUBSIDIARY" means:

                  (A)      a Subsidiary of either Issuer that:





                                      -6-
<PAGE>   12

                           (a) at the time of its designation by the NTL
                  Incorporated or NTL Communications Board of Directors, as the
                  case may be, as a Non-Restricted Subsidiary has not acquired
                  any assets, at any previous time, directly or indirectly from
                  NTL Incorporated or NTL Communications, as the case may be, or
                  any of their respective Restricted Subsidiaries;

                           (b) has no Indebtedness other than Non-Recourse Debt;
                  and

                           (c) that at the time of such designation, after
                  giving pro forma effect to such designation, the ratio of
                  Indebtedness to Annualized Pro Forma EBITDA of NTL
                  Incorporated or NTL Communications, as the case may be, is
                  equal to or less than the ratio of Indebtedness to Annualized
                  Pro Forma EBITDA of NTL Incorporated or NTL Communications, as
                  the case may be, immediately preceding such designation,
                  provided, however, that if the ratio of Indebtedness to
                  Annualized Pro Forma EBITDA of NTL Incorporated or NTL
                  Communications, as the case may be, immediately preceding such
                  designation is 6:1 or less, then the ratio of Indebtedness to
                  Annualized Pro Forma EBITDA of NTL Incorporated or NTL
                  Communications, as the case may be, may be 0.5 greater than
                  such ratio immediately preceding such designation; or

                  (B) any Subsidiary NTL Incorporated or NTL Communications
                  that:

                           (a) has been acquired or capitalized out of or by
                  Equity Interests (other than Disqualified Stock) of NTL
                  Incorporated or NTL Communications, as the case may be, or
                  Capital Stock Sale Proceeds therefrom;

                           (b) has no Indebtedness other than Non-Recourse Debt;
                  and

                           (c) is designated as a Non-Restricted Subsidiary by
                  the NTL Incorporated or NTL Communications Board of Directors,
                  as the case may be, or is merged, amalgamated or consolidated
                  with or into, or its assets or capital stock is to be
                  transferred to, a Non-Restricted Subsidiary; or

                  (C) any Subsidiary of a Non-Restricted Subsidiary.

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

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

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

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

         "OFFICERS' CERTIFICATE" means a certificate signed by two Officers, one
of whom must be the Chairman of the Board, the President, the Treasurer or a
Vice President of NTL Incorporated or NTL Communications, as the case may be.




                                      -7-
<PAGE>   13

         "OPINION OF COUNSEL" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to NTL
Incorporated or NTL Communications, as the case may be, or the Trustee.

         "OVER-ALLOTMENT OPTION" means the option, granted by the Issuers to the
Initial Purchasers pursuant to the Purchase Agreement, to purchase an additional
$150,000,000 aggregate principal amount of 6 3/4% Convertible Senior Notes due
2008 of NTL Communications and NTL Incorporated (as joint obligor on a
subordinated basis).

          "PERMITTED DESIGNEE" means:

                  (i) a spouse or a child of a Permitted Holder;

                  (ii) trusts for the benefit of a Permitted Holder or a spouse
         or child of a Permitted Holder;

                  (iii) in the event of the death or incompetence of a Permitted
         Holder, his estate, heirs, executor, administrator, committee or other
         personal representative; or

                  (iv) any Person so long as a Permitted Holder owns at least
         50% of the voting power of all classes of the voting stock of such
         Person.

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

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

         "PRO FORMA EBITDA" means for any Person, for any period, the EBITDA of
such Person as determined on a consolidated basis in accordance with GAAP
consistently applied after giving effect to the following:

                  (i) if, during or after such period, such Person or any of its
         Subsidiaries shall have made any Asset Sale, Pro Forma EBITDA of such
         Person and its Subsidiaries for such period shall be reduced by an
         amount equal to the Pro Forma EBITDA (if positive) directly
         attributable to the assets which are the subject of such Asset Sale for
         the period or increased by an amount equal to the Pro Forma EBITDA (if
         negative) directly attributable thereto for such period; and

                  (ii) if, during or after such period, such Person or any of
         its Subsidiaries completes an acquisition of any Person or business
         which immediately after such acquisition is a Subsidiary of such Person
         or whose assets are held directly by such Person or a Subsidiary of
         such Person, Pro Forma EBITDA shall be computed so as to give pro forma
         effect to the acquisition of such Person or business;

and, provided further that, with respect to NTL Incorporated and NTL
Communications, all of the foregoing references to "Subsidiary" or
"Subsidiaries" shall be deemed to refer only to a "Restricted Subsidiary" or
"Restricted Subsidiaries" of NTL Incorporated and NTL Communications, as the
case may be.




                                      -8-
<PAGE>   14

         "PURCHASE AGREEMENT" means the Purchase Agreement, dated as of May 9,
2001 among the Issuers and the Initial Purchasers.

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

         "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement
relating to the Notes and the underlying Common Stock, dated May 15, 2001, among
the Issuers and the Initial Purchasers party thereto.

         "RESTRICTED SUBSIDIARY" means any Subsidiary of NTL Incorporated and
NTL Communications, as the case may be, which is not a Non-Restricted
Subsidiary.

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

         "SEC" means the US Securities and Exchange Commission.

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

         "SENIOR DEBT" means the principal of, interest on and other amounts due
         on:

                  (i) Indebtedness of NTL Incorporated, whether outstanding on
         the date hereof or hereafter created, incurred, assumed or guaranteed
         by NTL Incorporated, for money borrowed from banks or other financial
         institutions;

                  (ii) Indebtedness of NTL Incorporated, whether outstanding on
         the date hereof or hereafter created, incurred, assumed or guaranteed
         by NTL Incorporated; and

                  (iii) Indebtedness of NTL Incorporated under interest rate
         swaps, caps or similar hedging agreements and foreign exchange
         contracts, currency swaps or similar agreements,

unless, in the instrument creating or evidencing or pursuant to which
Indebtedness under (i) or (ii) is outstanding, it is expressly provided that
such Indebtedness is not senior in right of payment to the Notes. Senior Debt
includes, with respect to the obligations described in clauses (i) and (ii)
above, interest accruing, pursuant to the terms of such Senior Debt, on or after
the filing of any petition in bankruptcy or for reorganization relating to NTL
Incorporated, whether or not post-filing interest is allowed in such proceeding,
at the rate specified in the instrument governing the relevant obligation.

         Notwithstanding anything to the contrary in the foregoing, Senior Debt
shall not include:



                                      -9-



<PAGE>   15


                  (a) Indebtedness of or amounts owed by NTL Incorporated for
         compensation to employees, or for goods or materials purchased in the
         ordinary course of business, or for services; or

                  (b) Indebtedness of NTL Incorporated to a Subsidiary of NTL
         Incorporated.

         "SHELF REGISTRATION STATEMENT" shall have the meaning set forth in the
Registration Rights Agreement.

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

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

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

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

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

Section 1.02  Other Definitions.

                                                                 DEFINED
      TERM                                                     IN SECTION
      ----                                                     ----------
     "ADDITIONAL AMOUNTS".................................         4.08
     "AGENT MEMBER".......................................         2.01
     "BANKRUPTCY LAW".....................................         8.01
     "CLEARSTREAM"........................................         2.01
     "CHANGE OF CONTROL PAYMENT"..........................         4.07
     "COMMENCEMENT DATE"..................................         3.09
     "CONVERSION AGENT"...................................         2.03
     "CONVERSION DATE"....................................         5.02
     "CONVERSION PRICE"...................................         5.06
     "CONVERSION SHARES"..................................         5.06
     "CURRENT MARKET PRICE"...............................         5.06
     "CUSTODIAN"..........................................         8.01
     "DISTRIBUTION DATE"..................................         5.06
     "DISTRIBUTION RECORD DATE"...........................         5.06
     "EUROCLEAR"..........................................         2.01
     "EVENT OF DEFAULT"...................................         8.01






                                      -10-
<PAGE>   16

<TABLE>
<CAPTION>
                                                            DEFINED
TERM                                                      IN SECTION
----                                                      ----------
<S>                                                          <C>
"GLOBAL NOTE"........................................         2.01
"LEGAL HOLIDAY"......................................        12.08
"OFFER AMOUNT".......................................         3.09
"OFFICER"............................................        12.11
"PAYING AGENT".......................................         2.03
"PAYMENT BLOCKAGE NOTICE"............................         6.02
"PAYMENT BLOCKAGE PERIOD"............................         6.02
"PAYMENT DEFAULT"....................................         8.01
"PURCHASE DATE"......................................         3.09
"PURCHASE OFFER".....................................         3.09
"QIBS"...............................................         2.01
"REGULATION S".......................................         2.01
"REGULATION S GLOBAL NOTE" ..........................         2.01
"REGISTRAR"..........................................         2.03
"RESTRICTED NOTES"...................................         2.10(b)
"RIGHTS".............................................         5.06
"RULE 144A"..........................................         2.01
"RULE 144A GLOBAL NOTE"..............................         2.01
"TENDER PERIOD"......................................         3.09
</TABLE>


Section 1.03      Incorporation by Reference of Trust Indenture Act.

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

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

         "INDENTURE SECURITIES" means the Notes;

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

         "INDENTURE TO BE QUALIFIED" means this Indenture;

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

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

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

Section 1.04      Rules of Construction.

         Unless the context otherwise requires:

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

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


                                     - 11 -
<PAGE>   17

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

                  (d) "OR" is not exclusive;

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

                  (f) provisions apply to successive events and transactions;

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

                  (h) a reference to "$" or U.S. Dollars is to United States
         dollars.

                                   ARTICLE II.
                                    THE NOTES

Section 2.01      Form and Dating.

         (a)      General.

         The Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A hereto, which is hereby incorporated by
reference and expressly made a part of this Indenture. The Notes may have
notations, legends or endorsements required by law, stock exchange rule,
agreements to which the Issuers are subject, if any, or usage; provided that any
such notation, legend or endorsement is in a form acceptable to the Issuers. The
Issuers shall furnish any such legend not contained in Exhibit A to the Trustee
in writing. Each Note shall be dated the date of its authentication. The Notes
shall be in denominations of $1,000 and integral multiples thereof. The terms
and provisions of the Notes set forth in Exhibit A are part of this Indenture
and to the extent applicable, the Issuers and the Trustee, by their execution
and delivery of this Indenture, expressly agree to such terms and provisions and
to be bound thereby. However, to the extent any provision of any Note conflicts
with the express provisions of this Indenture, the provisions of this Indenture
shall govern and be controlling.

         (b)      Global Notes.

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

         Notes offered and sold to Qualified Institutional Buyers ("QIBS") in
reliance on Rule 144A under the Securities Act ("RULE 144A"), as provided in the
Purchase Agreement, shall be issued initially in the form of one or more
permanent Global Notes in definitive, fully registered form without interest
coupons with the Global Notes Legend and Restricted Notes Legend set forth in
Exhibit A hereto ("RULE 144A GLOBAL NOTE"), which shall be deposited on behalf
of the purchasers of the Notes represented thereby with the Trustee, at its New
York office, as custodian for the Depositary, and registered in the name of the
Depositary or a nominee of the Depositary, duly executed by the Issuers and
authenticated by the Trustee as


                                     - 12 -
<PAGE>   18

hereinafter provided. The aggregate principal amount of the Rule 144A Global
Note may from time to time be increased or decreased by adjustments made on the
records of the Trustee and the Depositary or its nominee as hereinafter
provided.

         Notes transferred in reliance on Regulation S under the Securities Act
("REGULATION S"), as provided in Section 2.06(a)(ii) hereof, shall be issued in
the form of one or more permanent Global Notes in definitive, fully registered
form without interest coupons with the Global Notes Legend and Restricted Notes
Legend set forth in Exhibit A hereto (the "REGULATION S GLOBAL NOTE"), which
shall be deposited on behalf of the transferee of the Notes represented thereby
with the Trustee, at its New York office, as custodian, for the Depositary, and
registered in the name of the Depositary or the nominee of the Depositary for
the accounts of designated agents holding on behalf of the Euroclear Bank
S.A./N.V., as operator of the Euroclear system ("EUROCLEAR") or Clearstream
Banking, societe anonyme ("CLEARSTREAM"), duly executed by the Issuers and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of the Regulation S Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depositary
or its nominee as hereinafter provided.

         (c)      Book-Entry Provisions.

         This Section 2.01(c) shall apply only to the Regulation S Global Note
and the Rule 144A Global Note issued in the form of one or more permanent Global
Notes (collectively, the "GLOBAL NOTES") deposited with or on behalf of the
Depositary.

         The Issuers shall execute and the Trustee shall, in accordance with
this Section 2.01(c), authenticate and deliver initially one or more Global
Notes that (a) shall be registered in the name of the Depositary for such Global
Note or Global Notes or the nominee of such Depositary and (b) shall be
delivered by the Trustee to such Depositary or pursuant to such Depositary's
instructions or held by the Trustee as custodian for the Depositary.

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

         (d)      Certificated Notes.

         After a transfer or exchange of any Notes during the period of the
effectiveness of a Shelf Registration Statement with respect to the Notes and
pursuant thereto, all requirements for Restricted Notes Legends on such Note
will cease to apply, and a certificated Note without a Restricted Notes Legend
will be available to the Holder of such Notes, subject to Section 2.10(d)
hereof.

                                     - 13 -
<PAGE>   19

Section 2.02      Execution and Authentication.

         One Officer shall sign the Notes for each of the Issuers by manual or
facsimile signature.

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

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

         The Trustee shall, upon a written order of the Issuers signed by an
Officer of each of the Issuers, authenticate Notes for original issue up to an
aggregate principal amount stated in paragraph 6 of the Notes. The aggregate
principal amount of Notes outstanding at any time may not exceed $1,000,000,000
($1,150,000,000 if the Over-Allotment Option is exercised) except as provided in
Section 2.07.

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

Section 2.03      Registrar, Paying Agent and Conversion Agent.

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

Section 2.04      Paying Agent to Hold Money in Trust.

         The Issuers shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal or interest on the Notes, and will notify the Trustee of any default
by the Issuers in making any such payment. While any such default


                                     - 14 -
<PAGE>   20

continues, the Trustee may require a Paying Agent to pay all money held by it to
the Trustee and to account for any money disbursed by it. The Issuers at any
time may require a Paying Agent to pay all money held by it to the Trustee. Upon
payment over to the Trustee, the Paying Agent (if other than the Issuers or an
Affiliate of the Issuers) shall have no further liability for the money. If the
Issuers or an Affiliate of the Issuers acts as Paying Agent, it shall segregate
and hold in a separate trust fund for the benefit of the Holders all money held
by it as Paying Agent.

Section 2.05      Holder Lists.

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

Section 2.06      Transfer and Exchange.

         Where Notes are presented to the Registrar or a co-registrar with a
request to register a transfer or to exchange them for an equal principal amount
of Notes of other denominations, the Registrar shall register the transfer or
make the exchange if its requirements for such transactions are met. To permit
registrations of transfers and exchanges, the Issuers shall issue and the
Trustee shall authenticate Notes at the Registrar's request. No service charge
shall be made for any registration of transfer or exchange (except as otherwise
expressly permitted herein), but the Issuers may require payment of a sum
sufficient to cover any transfer tax or similar governmental charge payable in
connection therewith (other than any such transfer tax or similar governmental
charge payable upon exchanges pursuant to Sections 2.10, 3.06 or 11.05 hereof).

         The Issuers shall not be required (i) to issue, register the transfer
of or exchange any Note for a period beginning at the opening of business 15
days before the day of any selection of Notes to be redeemed under Section 3.02
hereof and ending at the close of business on the day of selection, or (ii) to
register the transfer, or exchange, of any Note so selected for redemption in
whole or in part, except the unredeemed portion of any Note being redeemed in
part.

                  (a) Notwithstanding any provision to the contrary herein, so
         long as a Global Note remains outstanding and is held by or on behalf
         of the Depositary, transfers of a Global Note, in whole or in part, or
         of any beneficial interest therein, shall only be made in accordance
         with Section 2.01(b) and this Section 2.06(a); provided, however, that
         beneficial interests in a Global Note may be transferred to Persons who
         take delivery thereof in the form of a beneficial interest in the same
         Global Note in accordance with the transfer restrictions set forth in
         the Restricted Notes Legend and under the heading "Transfer
         Restrictions" in the Issuers' Offering Memorandum dated May 9, 2001.

                           (i) Except for transfers or exchanges made in
                  accordance with clauses (ii) through (iii) of this Section
                  2.06(a), transfers of a Global Note shall be limited to
                  transfers of such Global Note in whole, but not in part, to


                                     - 15 -
<PAGE>   21

                  nominees of the Depositary or to a successor of the Depositary
                  or such successor's nominee.

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

                           (iii) Regulation S Global Note to Rule 144A Global
                  Note. If an owner of a beneficial interest in the Regulation S
                  Global Note deposited with the Depositary or with the Trustee
                  as custodian for the Depositary wishes at any time to transfer
                  its interest in such Regulation S Global Note to a Person who
                  is required to take delivery thereof in the form of an
                  interest in the Rule 144A Global Note, such Holder may,
                  subject to the rules and procedures of Euroclear or
                  Clearstream, as the case may be, and the Depositary, exchange
                  or cause the exchange of such interest for an equivalent
                  beneficial interest in the Rule 144A Global Note. Upon receipt
                  by the principal Registrar of (1) instructions from Euroclear
                  or Clearstream, if applicable, and the Depositary, directing
                  the principal Registrar to credit or cause to be credited a
                  beneficial interest in the Rule 144A Global Note equal to the
                  beneficial interest in the Regulation S Global Note to be
                  exchanged or transferred, (2) a written order given in
                  accordance with the Depositary's procedures containing
                  information regarding the participant account of the
                  Depositary and (3) a certificate in the form of Exhibit C
                  attached hereto given by the owner of such beneficial
                  interest, then Euroclear or Clearstream or the principal
                  Registrar, as the case


                                     - 16 -
<PAGE>   22

                  may be, will instruct the Depositary to reduce or cause to be
                  reduced the Regulation S Global Note and to increase or cause
                  to be increased the principal amount of the Rule 144A Global
                  Note by the aggregate principal amount of the beneficial
                  interest in the Regulation S Global Note to be exchanged or
                  transferred, and the principal Registrar shall instruct the
                  Depositary, concurrently with such reduction, to credit or
                  cause to be credited to the account of the Person specified in
                  such instructions a beneficial interest in the Rule 144A
                  Global Note equal to the reduction in the principal amount of
                  the Regulation S Global Note and to debit or cause to be
                  debited from the account of the Person making such exchange or
                  transfer the beneficial interest in the Regulation S Global
                  Note that is being exchanged or transferred.

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

                           (v) Restricted Note to Rule 144A Note. If an owner of
                  a Restricted Note registered in the name of such owner wishes
                  at any time to transfer such Restricted Note to a Person who
                  is required to take delivery thereof in the form of an
                  interest in the Rule 144A Global Note, such Holder may,
                  subject to the rules and procedures of the Depositary,
                  exchange or cause the exchange of such Restricted Note for an
                  equivalent beneficial interest in the Rule 144A Global Note.
                  Upon receipt by the principal Registrar of (1) instructions
                  from the Issuers, directing the principal Registrar (A) to
                  credit or cause to be credited a beneficial interest in the
                  Rule 144A Global Note equal to the principal amount of the
                  Restricted Note to be exchanged or transferred and (B) to
                  cancel such Restricted Note to be exchanged or transferred,
                  (2) a written order given in accordance with the Depositary's
                  procedures containing


                                     - 17 -
<PAGE>   23

                  information regarding the participant account of the
                  Depositary and (3) a certificate in the form of Exhibit C
                  attached hereto given by the owner of such Restricted Note,
                  then the principal Registrar will instruct the Trustee to
                  cancel such Restricted Note and will instruct the Depositary
                  to increase or cause to be increased the principal amount of
                  the Rule 144A Global Note by the principal amount of the
                  Restricted Note to be exchanged or transferred, and the
                  principal Registrar shall instruct the Depositary,
                  concurrently with such cancellation of the Restricted Note, to
                  credit or cause to be credited to the account of the Person
                  specified in such instructions a beneficial interest in the
                  Rule 144A Global Note equal to the principal amount of the
                  Restricted Note to be canceled by the Trustee.

                           (vi) Restricted Note to Regulation S Global Note. If
                  an owner of a Restricted Note registered in the name of such
                  owner wishes at any time to transfer such Restricted Note to a
                  Person who is required to take delivery thereof in the form of
                  an interest in the Regulation S Global Note, such owner may,
                  subject to the rules and procedures of the Euroclear or
                  Clearstream, as the case may be, exchange or cause the
                  exchange of such Restricted Note for an equivalent beneficial
                  interest in the Regulation S Global Note. Upon receipt by the
                  principal Registrar of (1) instructions from the Issuers,
                  directing the principal Registrar (A) to credit or cause to be
                  credited a beneficial interest in the Regulation S Global Note
                  equal to the principal amount of the Restricted Note to be
                  exchanged or transferred and (B) to cancel such Restricted
                  Note to be exchanged or transferred, (2) a written order given
                  in accordance with the Depositary's procedures containing
                  information regarding the participant account of the Euroclear
                  or Clearstream account to be credited with such increase and
                  (3) a certificate in the form of Exhibit B attached hereto
                  given by the Holder of such Restricted Note, then the
                  principal Registrar will instruct the Trustee to cancel such
                  Restricted Note and will instruct the Depositary to increase
                  or cause to be increased the principal amount of the
                  Regulation S Global Note by the principal amount of the
                  Restricted Note to be exchanged or transferred, and the
                  principal Registrar shall instruct the Depositary,
                  concurrently with such cancellation of the Restricted Note, to
                  credit or cause to be credited to the account of the Person
                  specified in such instructions a beneficial interest in the
                  Regulation S Global Note equal to the principal amount of the
                  Restricted Note to be cancelled by the Trustee.

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

                                     - 18 -
<PAGE>   24

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

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

Section 2.07      Replacement Notes.

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

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

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

Section 2.08      Outstanding Notes.

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

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

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

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

                                     - 19 -
<PAGE>   25

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 either
of the Issuers or an Affiliate of the Issuers shall be considered as though they
are not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned shall be so disregarded.

Section 2.10      Temporary Notes; Global Notes.

                  (a) Until definitive Notes are ready for delivery, the Issuers
         may prepare and the Trustee shall authenticate temporary Notes.
         Temporary Notes shall be substantially in the form of definitive Notes
         but may have variations that the Issuers consider appropriate for
         temporary Notes. Without unreasonable delay, the Issuers shall prepare
         and the Trustee shall authenticate definitive Notes in exchange for
         temporary Notes. Holders of temporary Notes shall be entitled to all of
         the benefits of this Indenture.

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

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

                                     - 20 -
<PAGE>   26

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

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

Section 2.11      Cancellation.

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

Section 2.12      Defaulted Interest.

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

                                  ARTICLE III.
                                   REDEMPTION

Section 3.01      Notices to Trustee.

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

Section 3.02      Selection of Notes to Be Redeemed.

         If less than all of the Notes are to be redeemed at any time, selection
of Notes shall be made by the Trustee on a pro rata basis or by lot or by method
that complies with the


                                     - 21 -
<PAGE>   27

requirements of any exchange on which the Notes are listed and that the Trustee
considers fair and appropriate; provided that no Notes of $1,000 or less shall
be redeemed in part. The Trustee shall make the selection not more than 60 days
and not less than 30 days before the redemption date from Notes outstanding not
previously called for redemption. Notes and portions of Notes selected shall be
in amounts of $1,000 or integral multiples of $1,000. Provisions of this
Indenture that apply to Notes called for redemption also apply to portions of
Notes called for redemption. The Trustee shall notify the Issuers promptly of
the Notes or portions of Notes to be called for redemption.

         If any Note selected for partial redemption is converted in part after
such selection, the converted portion of such Note shall be deemed (so far as
may be) to be the portion to be selected for redemption. The Notes (or portions
thereof) so selected shall be deemed duly selected for redemption for all
purposes hereunder, notwithstanding that any such Note is converted in whole or
in part before the mailing of the notice of redemption. Upon any redemption of
less than all the Notes, the Issuers and the Trustee may treat as outstanding
any Notes surrendered for conversion during the period 15 days next preceding
the mailing of a notice of redemption and need not treat as outstanding any Note
authenticated and delivered during such period in exchange for the unconverted
portion of any Note converted in part during such period.

Section 3.03      Notice of Redemption.

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

                  (a) the redemption date;

                  (b) the redemption price;

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

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

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

                  (f) that interest on Notes called for redemption ceases to
         accrue on and after the redemption date; and

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

                                     - 22 -
<PAGE>   28

         Such notice shall also state the current Conversion Price and the date
on which the right to convert such Notes or portions thereof into Common Stock
of NTL Incorporated will expire.

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

Section 3.04      Effect of Notice of Redemption.

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

Section 3.05      Deposit of Redemption Price.

         On or before the redemption date, the Issuers shall deposit with the
Trustee or with the Paying Agent money sufficient to pay the redemption price of
and accrued interest on all Notes to be redeemed on that date unless theretofore
converted into Common Stock pursuant to the provisions hereof. The Trustee or
the Paying Agent shall return to the Issuers any money not required for that
purpose.

Section 3.06      Notes Redeemed in Part.

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

Section 3.07      Optional Redemption and Optional Tax Redemption.

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

Section 3.08      Mandatory Redemption

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

Section 3.09      Purchase Offer.

                  (a) In the event that, pursuant to 4.07 hereof, the Issuers
         shall commence an offer to all Holders of the Notes to purchase Notes
         (the "PURCHASE OFFER"), the Issuers shall follow the procedures in this
         Section 3.09.

                                     - 23 -
<PAGE>   29

                  (b) The Purchase Offer shall remain open for a period
         specified by the Issuers which shall be no less than 30 calendar days
         and no more than 40 calendar days following its commencement (the
         "COMMENCEMENT DATE") (as determined in accordance with Section 4.07
         hereof), except to the extent that a longer period is required by
         applicable law (the "TENDER PERIOD"). Upon the expiration of the Tender
         Period (the "PURCHASE DATE"), the Issuers shall purchase the principal
         amount of all of the Notes required to be purchased pursuant to Section
         4.07 hereof (the "OFFER AMOUNT").

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

                  (d) The Issuers shall provide the Trustee with notice of the
         Purchase Offer at least 10 days before the Commencement Date.

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

                           (i) that the Purchase Offer is being made pursuant to
                  this Section 3.09 and Section 4.07 hereof and the length of
                  time the Purchase Offer will remain open;

                           (ii) the purchase price (as determined in accordance
                  with Section 4.07 hereof) and the Purchase Date, and that all
                  Notes tendered will be accepted for payment;

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

                           (iv) that, unless the Issuers default in the payment
                  of the purchase price, any Note or portion thereof accepted
                  for payment pursuant to the Purchase Offer will cease to
                  accrue interest after the Purchase Date;

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

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


                                     - 24 -
<PAGE>   30

                  Holder delivered for purchase and a statement that such Holder
                  is withdrawing his election to have the Note or portion
                  thereof purchased; and

                           (vii) 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, which
                  unpurchased portion must be equal to $1,000 in principal
                  amount or an integral multiple of $1,000.

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

                  (f) On the Purchase Date, the Issuers shall, to the extent
         lawful:

                           (i) accept for payment the Notes or portions thereof
                  tendered pursuant to the Purchase Offer;

                            (ii) deposit with the Paying Agent an amount equal
                  to the Offer Amount in respect of all Notes or portions
                  thereof so tendered; and

                            (iii) deliver to or cause to be delivered to the
                  Trustee the Notes so accepted together with an Officers'
                  Certificate stating the Notes or portions thereof tendered to
                  the Issuers and accepted for payment. The Paying Agent shall
                  promptly mail to each Holder of Notes so accepted for payment
                  (or, if such Holder of Notes holds an aggregate principal
                  amount of Notes in excess of $5,000,000, pay by wire transfer
                  in immediately available funds at the election of such Holder
                  if such Holder previously specified in writing to the Issuers
                  and the Paying Agent appropriate wire transfer instructions)
                  an amount equal to the Offer Amount for such Notes, and the
                  Trustee shall promptly authenticate and mail to each Holder a
                  new Note equal in principal amount to any unpurchased portion
                  of the Notes surrendered, if any; provided that each such new
                  Note shall be in a principal amount of $1,000 or an integral
                  multiple of $1,000. Any Notes not so accepted shall be
                  promptly mailed or delivered by or on behalf of the Issuers to
                  the Holder thereof. The Issuers will publicly announce in a
                  newspaper of general circulation the results of the Purchase
                  Offer on or as soon as practicable after the Purchase Date.

                                     - 25 -
<PAGE>   31

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

                                   ARTICLE IV.
                                    COVENANTS

Section 4.01      Payment of Notes.

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

Section 4.02      Reports.

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

Section 4.03      Compliance Certificate.

         The Issuers shall deliver to the Trustee, within 90 days after the end
of each fiscal year of the Issuers, an Officers' Certificate stating that a
review of the activities of the Issuers and its subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Issuers have kept, observed,
performed and fulfilled their obligations under, and complied with the covenants
and conditions contained in, this Indenture, and further stating, as to each
such Officer signing such certificate, that to the best of his knowledge the
Issuers have kept, observed, performed and fulfilled each and every covenant,
and complied with the covenants and conditions contained in this Indenture and
are not in default in the performance or observance of any of


                                     - 26 -
<PAGE>   32

the terms, provisions and conditions hereof (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he may have knowledge) and that to the best of his knowledge no event
has occurred and remains in existence by reason of which payments on account of
the principal or of interest, if any, on the Notes are prohibited.

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

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

         Immediately upon the occurrence of any Registration Default giving rise
to Liquidated Damages or the cure of any such Registration Default, the Issuers
shall give the Trustee notice thereof and of the event giving rise to such
Registration Default or the cure of any such Registration Default (such notice
to be contained in an Officers' Certificate) and prior to receipt of such
Officers' Certificate the Trustee shall be entitled to assume that no such
Registration Default has occurred or been cured, as the case may be.

Section 4.04      Stay, Extension and Usury Laws.

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

Section 4.05      Corporate Existence.

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

                                     - 27 -
<PAGE>   33

Section 4.06      Taxes.

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

Section 4.07      Change of Control.

                  (a) Upon the occurrence of a Change of Control, each Holder of
         Notes shall have the right to require each of the Issuers to repurchase
         all or any part (equal to $1,000 or an integral multiple thereof) of
         such Holder's Notes pursuant to the Purchase Offer at a purchase price
         equal to 101% of the principal amount thereof plus accrued and unpaid
         interest and Liquidated Damages thereon, if any, to the date of
         purchase (the "CHANGE OF CONTROL PAYMENT").

                  (b) Within 40 days following any Change of Control, the
         Issuers shall mail to each Holder the notice provided by Section
         3.09(e).

Section 4.08      Payment of Additional Amounts.

         At least 10 days prior to the first date on which payment of principal
and any premium, Liquidated Damages or interest on the Notes is to be made, and
at least 10 days prior to any subsequent such date if there has been any change
with respect to the matters set forth in the Officers' Certificate described in
this Section 4.08, the Issuers shall furnish the Trustee and the Paying Agent,
if other than the Trustee, with an Officers' Certificate instructing the Trustee
and the Paying Agent whether the Issuers are obligated to pay Additional Amounts
(as defined in Section 3 of the Notes) with respect to such payment of
principal, or of any premium or interest or Liquidated Damages, if any, on the
Notes. If the Issuers will be obligated to pay Additional Amounts with respect
to such payment then such Officers' Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders and the
Issuers will pay to the Trustee or the Paying Agent such Additional Amounts. The
Issuers shall indemnify the Trustee and the Paying Agent for, and hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers' Certificate
furnished to them pursuant to this Section 4.08.

         Whenever in this Indenture or the Notes there is mentioned, in any
context, the payment of principal (and premium, if any), Offer Amount, interest
or any other amount payable, including Liquidated Damages, under or with respect
to any Note such mention shall be deemed to include mention of the payment of
Additional Amounts provided for in this Section 4.08 and Section 3 of the Notes
to the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof pursuant to the provisions of this Section 4.08 and
Section 3 of the Notes and express mention of the payment of Additional Amounts
(if applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention is not
made (if applicable).


                                     - 28 -

<PAGE>   34



                                   ARTICLE V.
                                   CONVERSION


Section 5.01      Conversion Privilege.

         A Holder of a Note may (or, in the case of a Global Note, upon the
direction of an Agent Member and to the extent of such Agent Member's book-entry
interest in such Note) convert it into fully paid and nonassessable shares of
Common Stock at any time after 90 days following the Issuance Date and prior to
maturity at the Conversion Price then in effect, except that, with respect to
any Note called for redemption, such conversion right shall terminate at the
close of business on the Business Day immediately preceding the redemption date
(unless the Issuers shall default in making the redemption payment when it
becomes due, in which case the conversion right shall terminate on the date such
default is cured). The number of shares of Common Stock issuable upon conversion
of a Note is determined by dividing the principal amount of such Note by the
conversion price in effect on the Conversion Date (the "CONVERSION PRICE").

         The initial Conversion Price is stated in paragraph 13 of the Notes and
is subject to adjustment as provided in this Article V.

         A Holder may convert a portion of a Note equal to any integral multiple
of $1,000. Provisions of this Indenture that apply to conversion of all of a
Note also apply to conversion of a portion of it.

Section 5.02      Conversion Procedure.

         To convert a Note, a Holder must satisfy the requirements in paragraph
13 of the Notes. The date on which the Holder satisfies all of those
requirements is the conversion date (the "CONVERSION DATE"). As soon as
practicable after the Conversion Date, NTL Incorporated shall deliver to the
Holder through the Conversion Agent a certificate for the number of whole shares
of Common Stock issuable upon the conversion and a check for any fractional
share determined pursuant to Section 5.03 hereof. The Person in whose name the
certificate is registered shall become the stockholder of record on the
Conversion Date and, as of such date, such Person's rights as a Holder shall
cease; provided, however, that no surrender of a Note on any date when the stock
transfer books of NTL Incorporated shall be closed shall be effective to
constitute the Person entitled to receive the shares of Common Stock upon such
conversion as the stockholder of record of such shares of Common Stock on such
date, but such surrender shall be effective to constitute the Person entitled to
receive such shares of Common Stock as the stockholder of record thereof for all
purposes at the close of business on the next succeeding day on which such stock
transfer books are open; provided further, however, that such conversion shall
be at the Conversion Price in effect on the date that such Note shall have been
surrendered for conversion, as if the stock transfer books of NTL Incorporated
had not been closed.

         No payment or adjustment will be made for accrued and unpaid interest
or Liquidated Damages, if any, on a converted Note or for dividends or
distributions on shares of Common Stock issued upon conversion of a Note, but if
any Holder surrenders a Note for conversion after the close of business on the
record date for the payment of an installment of interest and prior to the
opening of business on the next interest payment date, then, notwithstanding
such



                                      -29-
<PAGE>   35



conversion, the interest payable on such interest payment date shall be
paid to the Holder of such Note on such record date. In such event, such Note,
when surrendered for conversion, need not be accompanied by payment of an amount
equal to the interest payable on such interest payment date on the portion so
converted.

         If a Holder converts more than one Note at the same time, the number of
whole shares of Common Stock issuable upon the conversion shall be based on the
total principal amount of Notes converted.

         Upon surrender of a Note that is converted in part, the Trustee shall
authenticate for the Holder a new Note equal in principal amount to the
unconverted portion of the Note surrendered.

Section 5.03      Fractional Shares.

         NTL Incorporated will not issue fractional shares of Common Stock upon
conversion of a Note. In lieu thereof, NTL Incorporated will pay an amount in
cash based upon the Daily Market Price of the Common Stock on the trading day
prior to the date of conversion.

Section 5.04      Taxes on Conversion.

         The issuance of certificates for shares of Common Stock upon the
conversion of any Note shall be made without charge to the converting Holder for
such certificates or for any tax in respect of the issuance of such
certificates, and such certificates shall be issued in the respective names of,
or in such names as may be directed by, the Holder or Holders of the converted
Note; provided, however, that in the event that certificates for shares of
Common Stock are to be issued in a name other than the name of the Holder of the
Note converted, such Note, when surrendered for conversion, shall be accompanied
by an instrument of transfer, in form satisfactory to NTL Incorporated, duly
executed by the registered Holder thereof or his duly authorized attorney; and
provided further, however, that NTL Incorporated shall not be required to pay
any tax which may be payable in respect of any transfer involved in the issuance
and delivery of any such certificates in a name other than that of the Holder of
the converted Note, and NTL Incorporated shall not be required to issue or
deliver such certificates unless or until the Person or Persons requesting the
issuance thereof shall have paid to NTL Incorporated the amount of such tax or
shall have established to the satisfaction of NTL Incorporated that such tax has
been paid or is not applicable.

Section 5.05      NTL Incorporated to Provide Stock.

         NTL Incorporated shall at all times reserve and keep available, free
from preemptive rights, out of its authorized but unissued Common Stock, solely
for the purpose of issuance upon conversion of Notes as herein provided, a
sufficient number of shares of Common Stock to permit the conversion of all
outstanding Notes for shares of Common Stock. All shares of Common Stock which
may be issued upon conversion of the Notes shall be duly authorized, validly
issued, fully paid and nonassessable when so issued. Shares of Common Stock
issuable upon conversion of a Restricted Note shall bear such restrictive
legends as NTL Incorporated shall provide in accordance with applicable law. If
shares of Common Stock are to be issued upon conversion of a Restricted Note and
they are to be registered in a name other than that of the Holder of such
Restricted Note, then the Person in whose name such shares of Common Stock are
to be registered must deliver to the Trustee a certificate



                                      -30-
<PAGE>   36


satisfactory to NTL Incorporated and signed by such Person as to compliance with
the restrictions on transfer contained in such restrictive legends.

Section 5.06      Adjustment of Conversion Price.

         The Conversion Price shall be subject to adjustment from time to time
as follows:

                  (a) In case NTL Incorporated shall (1) pay a dividend in
         shares of Common Stock to holders of Common Stock, (2) make a
         distribution in shares of Common Stock to holders of Common Stock, (3)
         subdivide its outstanding shares of Common Stock into a greater number
         of shares of Common Stock or (4) combine its outstanding shares of
         Common Stock into a smaller number of shares of Common Stock, the
         Conversion Price in effect immediately prior to such action shall be
         adjusted so that the Holder of any Note thereafter surrendered for
         conversion shall be entitled to receive the number of shares of Common
         Stock which he would have owned immediately following such action had
         such Notes been converted immediately prior thereto. Any adjustment
         made pursuant to this subsection (a) shall become effective immediately
         after the record date in the case of a dividend or distribution and
         shall become effective immediately after the effective date in the case
         of a subdivision or combination.

                  (b) In case NTL Incorporated shall issue rights or warrants to
         substantially all holders of Common Stock entitling them (for a period
         commencing no earlier than the record date for the determination of
         holders of Common Stock entitled to receive such rights or warrants and
         expiring not more than 45 days after such record date) to subscribe for
         or purchase shares of Common Stock (or securities convertible into
         Common Stock) at a price per share less than the Current Market Price
         (as determined pursuant to subsection (f) below) of the Common Stock on
         such record date, the Conversion Price shall be adjusted so that the
         same shall equal the price determined by multiplying the Conversion
         Price in effect immediately prior to such record date by a fraction of
         which the numerator shall be the number of shares of Common Stock
         outstanding on such record date, plus the number of shares of Common
         Stock which the aggregate offering price of the offered shares of
         Common Stock (or the aggregate conversion price of the convertible
         securities so offered) would purchase at such Current Market Price, and
         of which the denominator shall be the number of shares of Common Stock
         outstanding on such record date plus the number of additional shares of
         Common Stock offered (or into which the convertible securities so
         offered are convertible). Such adjustments shall become effective
         immediately after such record date.

                  (c) In case NTL Incorporated shall distribute to all holders
         of Common Stock shares of any class of stock other than Common Stock,
         evidences of indebtedness or other assets (other than cash dividends
         out of current or retained earnings), or shall distribute to
         substantially all holders of Common Stock rights or warrants to
         subscribe for securities (other than those referred to in subsection
         (b) above), then in each such case the Conversion Price shall be
         adjusted so that the same shall equal the price determined by
         multiplying the Conversion Price in effect immediately prior to the
         date of such distribution by a fraction of which the numerator shall be
         the Current Market Price (determined as provided in subsection (f)
         below) of



                                      -31-
<PAGE>   37



         the Common Stock on the record date mentioned below less the then
         fair market value (as determined by the Board of Directors of NTL
         Incorporated, whose determination shall be conclusive evidence of such
         fair market value and described in a Board Resolution of NTL
         Incorporated) of the portion of the assets so distributed or of such
         subscription rights or warrants applicable to one share of Common
         Stock, and of which the denominator shall be such Current Market Price
         of the Common Stock. Such adjustment shall become effective immediately
         after the record date for the determination of the holders of Common
         Stock entitled to receive such distribution. Notwithstanding the
         foregoing, in the event that NTL Incorporated shall distribute rights
         or warrants (other than those referred to in subsection (b) above)
         ("RIGHTS") pro rata to holders of Common Stock, NTL Incorporated may,
         in lieu of making any adjustment pursuant to this Section 5.06, make
         proper provision so that each Holder of a Note who converts such Note
         (or any portion thereof) after the record date for such distribution
         and prior to the expiration or redemption of the Rights shall be
         entitled to receive upon such conversion, in addition to the shares of
         Common Stock issuable upon such conversion (the "CONVERSION SHARES"), a
         number of Rights to be determined as follows: (i) if such conversion
         occurs on or prior to the date for the distribution to the holders of
         Rights of separate certificates evidencing such Rights (the
         "DISTRIBUTION DATE"), the same number of Rights to which a holder of a
         number of shares of Common Stock equal to the number of Conversion
         Shares is entitled at the time of such conversion in accordance with
         the terms and provisions of and applicable to the Rights; and (ii) if
         such conversion occurs after the Distribution Date, the same number of
         Rights to which a holder of the number of shares of Common Stock into
         which the principal amount of the Note so converted was convertible
         immediately prior to the Distribution Date would have been entitled on
         the Distribution Date in accordance with the terms and provisions of
         and applicable to the Rights.

                  (d) In case NTL Incorporated shall, by dividend or otherwise,
         at any time distribute to all holders of its Common Stock cash
         (including any distributions of cash out of current or retained
         earnings of NTL Incorporated but excluding any cash that is distributed
         as part of a distribution requiring a Conversion Price adjustment
         pursuant to paragraph (c) of this Section 5.06) in an aggregate amount
         that, together with the sum of (x) the aggregate amount of any other
         distributions to all holders of its Common Stock made in cash plus (y)
         all Excess Payments, in each case made within the 12 months preceding
         the date fixed for determining the stockholders entitled to such
         distribution (the "DISTRIBUTION RECORD DATE") and in respect of which
         no Conversion Price adjustment pursuant to paragraphs (c) or (e) of
         this Section 5.06 or this paragraph (d) has been made, exceeds 10% of
         the product of the Current Market Price per share (determined as
         provided in paragraph (f) of this Section 5.06) of the Common Stock on
         the Distribution Record Date times the number of shares of Common Stock
         outstanding on the Distribution Record Date (excluding shares held in
         the treasury of NTL Incorporated), the Conversion Price shall be
         reduced so that the same shall equal the price determined by
         multiplying such Conversion Price in effect immediately prior to the
         effectiveness of the Conversion Price reduction contemplated by this
         paragraph (d) by a fraction of which the numerator shall be the Current
         Market Price per share (determined as provided in paragraph (f) of this
         Section 5.06) of the Common Stock on the Distribution Record Date less
         the amount of such cash and



                                      -32-
<PAGE>   38



         other consideration (including any Excess Payments) so distributed
         applicable to one share (based on the pro rata portion of the
         aggregate amount of such cash and other consideration (including any
         Excess Payments), divided by the shares of Common Stock outstanding on
         the Distribution Record Date) of Common Stock and the denominator shall
         be such Current Market Price per share (determined as provided in
         paragraph (f) of this Section 5.06) of the Common Stock on the
         Distribution Record Date, such reduction to become effective
         immediately prior to the opening of business on the day following the
         Distribution Record Date.

                  (e) In case a tender offer or other negotiated transaction
         made by NTL Incorporated or any Subsidiary for all or any portion of
         the Common Stock shall be consummated, if an Excess Payment is made in
         respect of such tender offer or other negotiated transaction and the
         amount of such Excess Payment, together with the sum of (x) the
         aggregate amount of all Excess Payments plus (y) the aggregate amount
         of all distributions to all holders of the Common Stock made in cash
         (specifically including distributions of cash out of retained
         earnings), in each case made within the 12 months preceding the date of
         payment of such current negotiated transaction consideration or
         expiration of such current tender offer, as the case may be (the
         "PURCHASE DATE"), and as to which no adjustment pursuant to paragraph
         (c) or paragraph (d) of this Section 5.06 or this paragraph (e) has
         been made, exceeds 10% of the product of the Current Market Price per
         share (determined as provided in paragraph (f) of this Section 5.06) of
         the Common Stock on the Purchase Date times the number of shares of
         Common Stock outstanding (including any tendered shares but excluding
         any shares held in the treasury of NTL Incorporated) on the Purchase
         Date, the Conversion Price shall be reduced so that the same shall
         equal the price determined by multiplying such Conversion Price in
         effect immediately prior to the effectiveness of the Conversion Price
         reduction contemplated by this paragraph (e) by a fraction of which the
         numerator shall be the Current Market Price per share (determined as
         provided in paragraph (f) of this Section 5.06) of the Common Stock on
         the Purchase Date less the amount of such Excess Payments and such cash
         distributions, if any, applicable to one share (based on the pro rata
         portion of the aggregate amount of such Excess Payments and such cash
         distributions, divided by the shares of Common Stock outstanding on the
         Purchase Date) of Common Stock and the denominator shall be such
         Current Market Price per share (determined as provided in paragraph (f)
         of this Section 5.06) of the Common Stock on the Purchase Date, such
         reduction to become effective immediately prior to the opening of
         business on the day following the Purchase Date.

                  (f) The current market price per share of Common Stock on any
         date shall be deemed to be the average of the Daily Market Prices for
         the shorter of: (i) 30 consecutive Business Days ending on the last
         full trading day on the exchange or market referred to in determining
         such Daily Market Prices prior to the time of determination or (ii) the
         period commencing on the date next succeeding the first public
         announcement of the issuance of such rights or warrants or such
         distribution through such last full trading day prior to the time of
         determination (the "CURRENT MARKET PRICE").

                  (g) In any case in which this Section 5.06 shall require that
         an adjustment be made immediately following a record date, NTL
         Incorporated may elect to defer



                                      -33-
<PAGE>   39


         (but only until five Business Days following the filing by NTL
         Incorporated with the Trustee of the certificate described in Section
         5.10 hereof) issuing to the Holder of any Note converted after such
         record date the shares of Common Stock and other Capital Stock of NTL
         Incorporated issuable upon such conversion over and above the shares of
         Common Stock and other Capital Stock of NTL Incorporated issuable upon
         such conversion only on the basis of the Conversion Price prior to
         adjustment; and, in lieu of the shares the issuance of which is so
         deferred, NTL Incorporated shall issue or cause its transfer agents to
         issue due bills or other appropriate evidence of the right to receive
         such shares.

Section 5.07      No Adjustment.

         No adjustment in the Conversion Price shall be required until
cumulative adjustments amount to 1% or more of the Conversion Price as last
adjusted; provided, however, that any adjustments which by reason of this
Section 5.07 are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Article V
shall be made to the nearest cent or to the nearest one-hundredth of a share, as
the case may be. No adjustment need be made for rights to purchase Common Stock
pursuant to an NTL Incorporated plan for reinvestment of dividends or interest.
No adjustment need be made for a change in the par value or no par value of the
Common Stock.

Section 5.08      Other Adjustments.

                  (a) In the event that, as a result of an adjustment made
         pursuant to Section 5.06 hereof, the Holder of any Note thereafter
         surrendered for conversion shall become entitled to receive any shares
         of Capital Stock of NTL Incorporated other than shares of its Common
         Stock, thereafter the Conversion Price of such other shares so
         receivable upon conversion of any Note shall be subject to adjustment
         from time to time in a manner and on terms as nearly equivalent as
         practicable to the provisions with respect to Common Stock contained in
         this Article V.

                  (b) In the event that shares of Common Stock are not delivered
         after the expiration of any of the rights or warrants referred to in
         Section 5.06(b) and Section 5.06(c) hereof, the Conversion Price shall
         be readjusted to the Conversion Price which would otherwise be in
         effect had the adjustment made upon the issuance of such rights or
         warrants been made on the basis of delivery of only the number of
         shares of Common Stock actually delivered.

Section 5.09      Adjustments for Tax Purposes.

         NTL Incorporated may make such reductions in the Conversion Price, in
addition to those required by Section 5.06 hereof, as it determines to be
advisable in order that any stock dividend, subdivision of shares, distribution
or rights to purchase stock or securities or distribution of securities
convertible into or exchangeable for stock made by NTL Incorporated to its
stockholders will not be taxable to the recipients thereof.

Section 5.10      Notice of Adjustment.

         Whenever the Conversion Price is adjusted, NTL Incorporated shall
promptly mail to Holders at the addresses appearing on the Registrar's books a
notice of the adjustment and



                                      -34-
<PAGE>   40




file with the Trustee an Officers' Certificate briefly stating the facts
requiring the adjustment and the manner of computing it. The certificate shall
be conclusive evidence of the correctness of such adjustment.

Section 5.11      Notice of Certain Transactions.

         In the event that:

         (1) NTL Incorporated takes any action which would require an adjustment
in the Conversion Price;

         (2) NTL Incorporated takes any action that would require a supplemental
indenture pursuant to Section 5.12; or

         (3) there is a dissolution or liquidation of NTL Incorporated;

a Holder of a Note may wish to convert such Note into shares of Common Stock
prior to the record date for or the effective date of the transaction so that he
may receive the rights, warrants, securities or assets which a holder of shares
of Common Stock on that date may receive. Therefore, NTL Incorporated shall mail
to Holders at the addresses appearing on the Registrar's books and the Trustee a
notice stating the proposed record or effective date, as the case may be. NTL
Incorporated shall mail the notice at least 15 days before such date; however,
failure to mail such notice or any defect therein shall not affect the validity
of any transaction referred to in clause (1), (2) or (3) of this Section 5.11.

Section 5.12      Effect of Reclassifications, Consolidations, Mergers or Sales
                  on Conversion Privilege.

         If any of the following shall occur, namely: (i) any reclassification
or change of outstanding shares of Common Stock issuable upon conversion of
Notes (other than a change in par value, or from par value to no par value, or
from no par value to par value, or as a result of a subdivision or combination),
(ii) any consolidation or merger to which NTL Incorporated is a party other than
a merger in which NTL Incorporated is the continuing corporation and which does
not result in any reclassification of, or change (other than a change in name,
or par value, or from par value to no par value, or from no par value to par
value or as a result of a subdivision or combination) in, outstanding shares of
Common Stock or (iii) any sale or conveyance of all or substantially all of the
property or business of NTL Incorporated as an entirety, then NTL Incorporated,
or such successor or purchasing corporation, as the case may be, shall, as a
condition precedent to such reclassification, change, consolidation, merger,
sale or conveyance, execute and deliver to the Trustee a supplemental indenture
in form satisfactory to the Trustee providing that the Holder of each Note then
outstanding shall have the right to convert such Note into the kind and amount
of shares of stock and other securities and property (including cash) receivable
upon such reclassification, change, consolidation, merger, sale or conveyance by
a holder of the number of shares of Common Stock deliverable upon conversion of
such Note immediately prior to such reclassification, change, consolidation,
merger, sale or conveyance. Such supplemental indenture shall provide for
adjustments of the Conversion Price which shall be as nearly equivalent as may
be practicable to the adjustments of the Conversion Price provided for in this
Article V. The foregoing, however, shall not in any way affect the right a
Holder of a Note may otherwise have, pursuant to clause (ii) of the last
sentence of subsection (c) of Section 5.06 hereof, to receive



                                      -35-
<PAGE>   41



Rights upon conversion of a Note. If, in the case of any such consolidation,
merger, sale or conveyance, the stock or other securities and property
(including cash) receivable thereupon by a holder of Common Stock includes
shares of stock or other securities and property of a corporation other than the
successor or purchasing corporation, as the case may be, in such consolidation,
merger, sale or conveyance, then such supplemental indenture shall also be
executed by such other corporation and shall contain such additional provisions
to protect the interests of the Holders of the Notes as the Board of Directors
of NTL Incorporated shall reasonably consider necessary by reason of the
foregoing. The provision of this Section 5.12 shall similarly apply to
successive consolidations, mergers, sales or conveyances.

         In the event NTL Incorporated shall execute a supplemental indenture
pursuant to this Section 5.12, NTL Incorporated shall promptly file with the
Trustee an Officers' Certificate briefly stating the reasons therefor, the kind
or amount of shares of stock or securities or property (including cash)
receivable by Holders of the Notes upon the conversion of their Notes after any
such reclassification, change, consolidation, merger, sale or conveyance and any
adjustment to be made with respect thereto.

Section 5.13      Trustee's Disclaimer.

         The Trustee has no duty to determine when an adjustment under this
Article V should be made, how it should be made or what such adjustment should
be, but may accept as conclusive evidence of the correctness of any such
adjustment, and shall be protected in relying upon the Officers' Certificate
with respect thereto which NTL Incorporated is obligated to file with the
Trustee pursuant to Section 5.10 hereof. The Trustee makes no representation as
to the validity or value of any securities or assets issued upon conversion of
Notes, and the Trustee shall not be responsible for NTL Incorporated's failure
to comply with any provisions of this Article V.

         The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 5.12, but may accept as conclusive evidence of the
correctness thereof, and shall be protected in relying upon, the Officers'
Certificate with respect thereto which NTL Incorporated is obligated to file
with the Trustee pursuant to Section 5.12 hereof.


                                  ARTICLE VI.
                  SUBORDINATION OF NTL INCORPORATED OBLIGATIONS


Section 6.01      Agreement to Subordinate and Ranking.

         NTL Incorporated, for itself and its successors, and each Holder, by
his acceptance of Notes, agree that the payment of the principal of or interest
or Liquidated Damages, if any, on or any other amounts due on the Notes is
subordinated in right of payment, to the extent and in the manner stated in this
Article VI, to the prior payment in full of all existing and future Senior Debt.
The Notes shall rank pari passu with, and shall not be senior in right of
payment to, any Indebtedness of NTL Incorporated whether outstanding on the date
of this Indenture or hereafter created, incurred, issued or guaranteed by NTL
Incorporated, where the instrument creating or evidencing such Indebtedness
expressly provides that such Indebtedness ranks pari passu with the Notes. The
Notes shall rank pari passu with, and shall



                                      -36-
<PAGE>   42




not rank senior in right of payment to, NTL Incorporated's 7% Convertible
Subordinated Notes due 2008 and 5 3/4 %Convertible Subordinated Notes due 2009.

         For the avoidance of doubt: (i) the Notes shall be senior unsecured
obligations of NTL Communications and shall rank pari passu with, and equal in
right of payment to, other senior unsecured Indebtedness of NTL Communications
(subject to the rights of any holder of such other senior Indebtedness in
respect of any lien, charge or other security interest granted in respect of
such other senior Indebtedness); and (ii) the provisions of this Article VI
shall not apply with respect to Indebtedness of NTL Communications and its
Subsidiaries or any payments or other actions taken by NTL Communications and
its Subsidiaries pursuant to the terms of this Indenture.

Section 6.02      No Payment on Notes if Senior Debt in Default.

         Anything in this Indenture to the contrary notwithstanding, no payment
on account of principal of or redemption of, interest or Liquidated Damages, if
any, on or other amounts due on the Notes, and no redemption, purchase, or other
acquisition of the Notes, shall be made by or on behalf of NTL Incorporated (i)
unless full payment of amounts then due for principal and interest and of all
other amounts then due on all Senior Debt has been made or duly provided for
pursuant to the terms of the instrument governing such Senior Debt, (ii) if, at
the time of such payment, redemption, purchase or other acquisition, or
immediately after giving effect thereto, there shall exist under any Senior
Debt, or any agreement pursuant to which any Senior Debt is issued, any default,
which default shall not have been cured or waived and which default shall have
resulted in the full amount of such Senior Debt being declared due and payable
or (iii) if, at the time of such payment, redemption, purchase or other
acquisition, the Trustee shall have received written notice from any of the
holders of Senior Debt or such holder's representative (a "PAYMENT BLOCKAGE
NOTICE") that there exists under such Senior Debt, or any agreement pursuant to
which such Senior Debt is issued, any default, which default shall not have been
cured or waived, permitting the holders thereof to declare any amounts of such
Senior Debt due and payable, but only for the period (the "PAYMENT BLOCKAGE
PERIOD") commencing on the date of receipt of the Payment Blockage Notice and
ending (unless earlier terminated by notice given to the Trustee by the holders
of such Senior Debt) on the earlier of (a) the date on which such event of
default shall have been cured or waived or (b)180 days from the receipt of the
Payment Blockage Notice. Upon termination of the Payment Blockage Period,
payments on account of principal of or interest or Liquidated Damages, if any,
on the Notes (other than, subject to Section 6.03 hereof, amounts due and
payable by reason of the acceleration of the maturity of the Notes) and
redemptions, purchases or other acquisitions may be made by or on behalf of NTL
Incorporated. Notwithstanding anything herein to the contrary, (a) only one
Payment Blockage Notice may be given during any period of 360 consecutive days
with respect to the same event of default or any other events of default on the
same issue of Senior Debt existing and known to the Person giving such notice at
the time of such notice unless such event of default or such other events of
default have been cured or waived for a period of not less than 90 consecutive
days and (b) no new Payment Blockage Period may be commenced by the holder or
holders of the same issue of Senior Debt or their representative or
representatives during any period of 360 consecutive days unless all events of
default which were the object of the immediately preceding Payment Blockage
Notice, and any other event of default on the same issue of Senior Debt existing
and known to the Person giving such notice at the time of such notice, have been
cured or waived.



                                      -37-
<PAGE>   43



         In the event that, notwithstanding the provisions of this Section 6.02,
payments are made by or on behalf of NTL Incorporated in contravention of the
provisions of this Section 6.02, such payments shall be held by the Trustee, any
Paying Agent or the Holders, as applicable, in trust for the benefit of, and
shall be paid over to and delivered to, the holders of Senior Debt or their
representative or the trustee under the indenture or other agreement (if any),
pursuant to which any instruments evidencing any Senior Debt may have been
issued for application to the payment of all Senior Debt ratably according to
the aggregate amounts remaining unpaid to the extent necessary to pay all Senior
Debt in full in accordance with the terms of such Senior Debt, after giving
effect to any concurrent payment or distribution to or for the holders of Senior
Debt.

         NTL Incorporated shall give prompt written notice to the Trustee and
any Paying Agent of any default or event of default under any Senior Debt or
under any agreement pursuant to which any Senior Debt may have been issued.

Section 6.03      Distribution on Acceleration of Notes; Dissolution and
                  Reorganization; Subrogation of Notes.

         (a) If the Notes are declared due and payable because of the occurrence
of an Event of Default, NTL Incorporated or the Trustee shall give prompt
written notice to the holders of all Senior Debt or to the trustee(s) for such
Senior Debt of such acceleration. NTL Incorporated may not pay the principal of
or interest or Liquidated Damages, if any, on or any other amounts due on the
Notes until five days after such holders or trustee(s) of Senior Debt receive
such notice and, thereafter, NTL Incorporated may pay the principal of or
interest or Liquidated Damages, if any, on or any other amounts due on the Notes
only if the provisions of this Article VI permit such payment.

         (b) Upon (i) any acceleration of the principal amount due on the Notes
because of an Event of Default or (ii) any distribution of assets of NTL
Incorporated upon any dissolution, winding up, liquidation or reorganization of
NTL Incorporated (whether in bankruptcy, insolvency or receivership proceedings
or upon an assignment for the benefit of creditors or any other dissolution,
winding up, liquidation or reorganization of NTL Incorporated):

                  (1) the holders of all Senior Debt shall first be entitled to
         receive payment in full of the principal thereof, the interest thereon
         and any other amounts due thereon before the Holders of the Notes are
         entitled to receive payment on account of the principal of or interest
         or Liquidated Damages, if any, on or any other amounts due on the Notes
         from NTL Incorporated;

                  (2) any payment or distribution of assets of NTL Incorporated
         of any kind or character, whether in cash, property or securities
         (other than securities of NTL Incorporated as reorganized or readjusted
         or securities of NTL Incorporated or any other corporation provided for
         by a plan of reorganization or readjustment the payment of which is
         subordinate, at least to the extent provided in this Article VI with
         respect to the Notes, to the payment in full without diminution or
         modification by such plan of all Senior Debt), to which the holders or
         the Trustee would be entitled except for the provisions of this Article
         VI, shall be paid by the liquidating trustee or agent or other Person
         making such a payment or distribution, directly to the holders of



                                      -38-
<PAGE>   44



         Senior Debt (or their representatives(s) or trustee(s) acting on their
         behalf), ratably according to the aggregate amounts remaining unpaid on
         account of the principal of or interest on and other amounts due on the
         Senior Debt held or represented by each, to the extent necessary to
         make payment in full of all Senior Debt remaining unpaid, after giving
         effect to any concurrent payment or distribution to the holders of such
         Senior Debt; and

                  (3) in the event that, notwithstanding the foregoing, any
         payment or distribution of assets of NTL Incorporated of any kind or
         character, whether in cash, property or securities (other than
         securities of NTL Incorporated as reorganized or readjusted, or
         securities of NTL Incorporated or any other corporation provided for by
         a plan of reorganization or readjustment the payment of which is
         subordinate, at least to the extent provided in this Article VI with
         respect to the Notes, to the payment in full without diminution or
         modification by such plan of Senior Debt), shall be received by the
         Trustee or the holders before all Senior Debt is paid in full, such
         payment or distribution shall be held in trust for the benefit of, and
         be paid over to upon request by a holder of the Senior Debt, the
         holders of the Senior Debt remaining unpaid (or their representatives)
         or trustee(s) acting on their behalf, ratably as aforesaid, for
         application to the payment of such Senior Debt until all such Senior
         Debt shall have been paid in full, after giving effect to any
         concurrent payment or distribution to the holders of such Senior Debt.

         Subject to the payment in full of all Senior Debt, the Holders of the
Notes shall be subrogated to the rights of the holders of Senior Debt to receive
payments or distributions of cash, property or securities of NTL Incorporated
applicable to the Senior Debt until the principal of and interest and Liquidated
Damages, if any, on the Notes shall be paid in full and, for purposes of such
subrogation, no such payments or distributions to the holders of Senior Debt of
cash, property or securities which otherwise would have been payable or
distributable to Holders shall, as between NTL Incorporated, its creditors other
than the holders of Senior Debt, and the Holders, be deemed to be a payment by
NTL Incorporated to or on account of the Senior Debt, it being understood that
the provisions of this Article VI are and are intended solely for the purpose of
defining the relative rights of the Holders, on the one hand, and the holders of
Senior Debt, on the other hand.

         Nothing contained in this Article VI or elsewhere in this Indenture or
in the Notes is intended to or shall (i) impair, as between NTL Incorporated and
its creditors other than the holders of Senior Debt, the obligation of NTL
Incorporated, which is absolute and unconditional, to pay to the Holders the
principal of and interest and Liquidated Damages, if any, on the Notes as and
when the same shall become due and payable in accordance with the terms of the
Notes or (ii) affect the relative rights of the Holders of the Notes and
creditors of NTL Incorporated other than holders of Senior Debt or, as between
NTL Incorporated and the Trustee, the obligations of NTL Incorporated to the
Trustee, or (iii) prevent the Trustee or the Holders from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture, subject to the rights, if any, under this Article VI of the holders
of Senior Debt in respect of cash, property and securities of NTL Incorporated
received upon the exercise of any such remedy.

         Upon distribution of assets of NTL Incorporated referred to in this
Article VI, the Trustee, subject to the provisions of Section 9.01 hereof, and
the Holders shall be entitled to



                                      -39-
<PAGE>   45



rely upon a certificate of the liquidating trustee or agent or other Person
making any distribution to the Trustee or to the Holders for the purpose of
ascertaining the Persons entitled to participate in such distribution, the
holders of the Senior Debt and other indebtedness of NTL Incorporated, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article VI. The
Trustee, however, shall not be deemed to owe any fiduciary duty to the holders
of Senior Debt. Nothing contained in this Article VI or elsewhere in this
Indenture, or in any of the Notes, shall prevent the good faith application by
the Trustee of any moneys which were deposited with it hereunder, prior to its
receipt of written notice of facts which would prohibit such application, for
the purpose of the payment of or on account of the principal of or interest or
Liquidated Damages, if any, on, the Notes unless, prior to the date on which
such application is made by the Trustee, the Trustee shall be charged with
notice under Section 6.03(d) hereof of the facts which would prohibit the making
of such application.

         (c) The provisions of this Article VI shall not be applicable to any
cash, properties or securities received by the Trustee or by any Holder when
received as a holder of Senior Debt and nothing in Section 9.11 hereof or
elsewhere in this Indenture shall deprive the Trustee or such Holder of any of
its rights as such Holder.

         (d) NTL Incorporated shall give prompt written notice to the Trustee of
any fact known to NTL Incorporated which would prohibit the making of any
payment of money to or by the Trustee in respect of the Notes pursuant to the
provisions of this Article VI. The Trustee, subject to the provisions of Section
9.01 hereof, shall be entitled to assume that no such fact exists unless NTL
Incorporated or any holder of Senior Debt or any trustee therefor has given such
notice to the Trustee. Notwithstanding the provisions of this Article VI or any
other provisions of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any fact which would prohibit the making of any
payment of monies to or by the Trustee in respect of the Notes pursuant to the
provisions in this Article VI, unless, and until three Business Days after, the
Trustee shall have received written notice thereof from NTL Incorporated or any
Holder or holders of Senior Debt or from any trustee therefor; and, prior to the
receipt of any such written notice, the Trustee, subject to the provisions of
Section 9.01 hereof, shall be entitled in all respects conclusively to assume
that no such facts exist; provided that if on a date not less than three
Business Days immediately preceding the date upon which by the terms hereof any
such monies may become payable for any purpose (including, without limitation,
the principal of or interest or Liquidated Damages, if any, on any Note), the
Trustee shall not have received with respect to such monies the notice provided
for in this Section 6.03(d), than anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
monies and to apply the same to the purpose for which they were received, and
shall not be affected by any notice to the contrary which may be received by it
on or after such prior date.

         The Trustee shall be entitled to rely on the delivery to it of a
written notice by a Person representing himself to be a holder of Senior Debt
(or a trustee on behalf of such holder) to establish that such notice has been
given by a holder of Senior Debt (or a trustee on behalf of any such holder or
holders). In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Debt to participate in any payment or distribution pursuant to this
Article VI, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Debt held by
such Person, the extent to which such Person is entitled to



                                      -40-
<PAGE>   46



participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article VI, 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; nor shall
the Trustee be charged with knowledge of the curing or waiving of any default of
the character specified in Section 6.02 hereof or that any event or any
condition preventing any payment in respect of the Notes shall have ceased to
exist, unless and until the Trustee shall have received an Officers' Certificate
to such effect.

         (e) The provisions of this Section 6.03 applicable to the Trustee shall
also apply to any Paying Agent for NTL Incorporated.

Section 6.04      Reliance by Senior Debt on Subordination Provisions.

         Each Holder of any Note by his acceptance thereof acknowledges and
agrees that the foregoing subordination provisions are, and are intended to be,
an inducement and a consideration for each holder of any Senior Debt, whether
such Senior Debt 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
Debt, and such holder of Senior Debt shall be deemed conclusively to have relied
on such subordination provisions in acquiring and continuing to hold, or in
continuing to hold, such Senior Debt. Notice of any default in the payment of
any Senior Debt, except as expressly stated in this Article VI, and notice of
acceptance of the provisions hereof are hereby expressly waived. Except as
otherwise expressly provided herein, no waiver, forbearance or release by any
holder of Senior Debt under such Senior Debt or under this Article VI shall
constitute a release of any of the obligations or liabilities of the Trustee or
Holders of the Notes provided in this Article VI.

Section 6.05      No Waiver of Subordination Provisions.

         Except as otherwise expressly provided herein, no right of any present
or future holder of any Senior Debt to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of NTL Incorporated or by any act or failure to act, in good
faith, by any such holder, or by any noncompliance by NTL Incorporated with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof any such holder may have or be otherwise charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt may, at any time and from time to time, without the
consent of, or notice to, the Trustee or the Holders of the Notes, without
incurring responsibility to the Holders of the Notes and without impairing or
releasing the subordination provided in this Article VI or the obligations
hereunder of the Holders of the Notes to the holders of Senior Debt, do any one
or more of the following: (i) change the manner, place or terms of payment of,
or renew or alter, Senior Debt, or otherwise amend or supplement in any manner
Senior Debt or any instrument evidencing the same or any agreement under which
Senior Debt is outstanding; (ii) sell, exchange, release or otherwise dispose of
any property pledged, mortgaged or otherwise securing Senior Debt; (iii) release
any Person liable in any manner for the collection of Senior Debt; and (iv)
exercise or refrain from exercising any rights against NTL Incorporated or any
other Person.




                                      -41-
<PAGE>   47


Section 6.06      Trustee's Relation to Senior Debt.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article VI in respect of any Senior Debt at any time
held by it, to the same extent as any holder of Senior Debt, and nothing in
Section 9.11 hereof or elsewhere in this Indenture shall deprive the Trustee of
any of its rights as such holder.

         With respect to the holders of Senior Debt, the Trustee undertakes to
perform or to observe only such of its covenants and obligation, as are
specifically set forth in this Article VI, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not owe any fiduciary duty to
the holders of Senior Debt but shall have only such obligations to such holders
as are expressly set forth in this Article VI.

         Each Holder of a Note by his acceptance thereof authorizes and directs
the Trustee on his behalf to take such action as may be necessary or appropriate
to effectuate the subordination provided in this Article VI and appoints the
Trustee his attorney-in-fact for any and all such purposes, including, in the
event of any dissolution, winding up or liquidation or reorganization under any
applicable bankruptcy law of NTL Incorporated (whether in bankruptcy, insolvency
or receivership proceedings or otherwise), the timely filing of a claim for the
unpaid balance of such Holder's Notes in the form required in such proceedings
and the causing of such claim to be approved. If the Trustee does not file a
claim or proof of debt in the form required in such proceedings prior to 30 days
before the expiration of the time to file such claims or proofs, then any holder
or holders of Senior Debt or their representative or representatives shall have
the right to demand, sue for, collect, receive and receipt for the payments and
distributions in respect of the Notes which are required to be paid or delivered
to the holders of Senior Debt as provided in this Article VI and to file and
prove all claims therefore and to take all such other action in the name of the
holders or otherwise, as such holders of Senior Debt or representative thereof
may determine to be necessary or appropriate for the enforcement of the
provisions of this Article VI.

Section 6.07      Other Provisions Subject Hereto.

         Expect as expressly stated in this Article VI, notwithstanding anything
contained in this Indenture to the contrary, all the provisions of this
Indenture and the Notes relating to NTL Incorporated are subject to the
provisions of this Article VI. However, nothing in this Article VI shall apply
to or adversely affect the claims of, or payment, to, the Trustee pursuant to
Section 9.07 hereof. Notwithstanding the foregoing, the failure to make a
payment on account of principal of or interest or Liquidated Damages, if any, on
the Notes by reason of any provision of this Article VI shall not be construed
as preventing the occurrence of an Event of Default under Section 8.01 hereof.


                                  ARTICLE VII.
                                   SUCCESSORS


Section 7.01      Merger, Consolidation or Sale of Assets.

         Neither of the Issuers may consolidate or merge with or into (whether
or not NTL Incorporated or NTL Communications, as the case may be, is the
surviving corporation), or sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of its



                                      -42-
<PAGE>   48


properties or assets in one or more related transactions to, another
corporation, Person or entity unless:

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

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

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

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

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

Section 7.02      Successor Corporation Substituted.

         Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of NTL Incorporated or NTL Communications, as the case may be, in accordance
with Section 7.01 hereof, the successor corporation formed by such consolidation
or into or with which NTL Incorporated or NTL Communications, as the case may
be, is merged or to which such sale, assignment,


                                      -43-
<PAGE>   49




transfer, lease, conveyance or other disposition is made shall succeed to, and
be substituted for and may exercise every right and power of, NTL Incorporated
or NTL Communications, as the case may be, under this Indenture with the same
effect as if such successor Person has been named as NTL Incorporated or NTL
Communications, as the case may be, herein; provided, however, that the
predecessor entity in the case of a sale, assignment, transfer, lease,
conveyance or other disposition shall not be released from the obligation to pay
the principal of and interest on the Notes.


                                 ARTICLE VIII.
                              DEFAULTS AND REMEDIES


Section 8.01      Events of Default.

         An "EVENT OF DEFAULT" occurs if:

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

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

                  (c) the Issuers fail to observe or perform any covenant or
         agreement contained in Section 4.07 hereof;

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

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

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

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

                  and, in each case, the principal amount of any such
                  Indebtedness, together with the principal amount of any other
                  such Indebtedness under which there is a



                                      -44-
<PAGE>   50


                  Payment Default or the maturity of which has been so
                  accelerated, aggregates $10 million or more;

                  (f) a final judgment or final judgments (other than any
         judgment as to which a reputable insurance company has accepted full
         liability) for the payment of money are entered by a court or courts of
         competent jurisdiction against NTL Communications or any Restricted
         Subsidiary of NTL Communications which remains undischarged for a
         period (during which execution shall not be effectively stayed) of 60
         days, provided that the aggregate of all such judgments exceeds $5
         million;

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

                           (i) commences a voluntary case;

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

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

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

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

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

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

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

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

                  (i) the revocation of a Material License.

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

Section 8.02      Acceleration.

         If an Event of Default (other than an Event of Default specified in
clauses (g) and (h) of Section 8.01 hereof) occurs and is continuing, the
Trustee by notice to the Issuers, or the Holders of at least 25% in principal
amount of the then outstanding Notes by notice to the Issuers and the Trustee,
may declare all the Notes to be due and payable. Upon such



                                      -45-
<PAGE>   51



declaration, the principal of, premium, if any, and interest and Liquidated
Damages, if any, on, the Notes shall be due and payable immediately. If an Event
of Default specified in clause (g) or (h) of Section 8.01 hereof occurs, such an
amount shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder. The Holders
of a majority in principal amount of the then outstanding Notes by notice to the
Trustee may rescind an acceleration and its consequences if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
have been cured or waived except nonpayment of principal or interest that has
become due solely because of the acceleration. In the case of any Event of
Default pursuant to the provisions of Section 8.01 occurring by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Issuers
with the intention of avoiding payment of the premium that the Issuers would
have had to pay if the Issuers then had elected to redeem the Notes pursuant to
Section 7 of the Notes, an equivalent premium shall, upon demand of the Holders
of at least 25% in principal amount of the then outstanding Notes delivered to
the Issuers and the Trustee, also become and be immediately due and payable to
the extent permitted by law, anything in this Indenture or in the Notes
contained to the contrary notwithstanding. If an Event of Default occurs on or
prior to May 20, 2004, by reason of any willful action (or inaction) taken (or
not taken) by or on behalf of the Issuers with the intention of avoiding the
restriction on redemption of the Notes on or prior to May 20, 2004, pursuant to
Section 7 of the Notes, then the premium payable for purposes of this paragraph
for each of the years ending on May 15 of the years (May 20, in the case of the
year 2004) set forth below shall, subject to the foregoing demand, be as set
forth in the following table expressed as a percentage of the amount that would
otherwise be due pursuant to this Section 8.02 hereof but for the provisions of
this sentence.

<TABLE>
<CAPTION>
                  Year                                Percentage
                  ----                                ----------
                 <S>                                 <C>
                  2001.............................   106.750%
                  2002.............................   105.785%
                  2003.............................   104.821%
</TABLE>


Section 8.03      Other Remedies.

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

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

Section 8.04      Waiver of Past Defaults.

         The Holders of a majority in principal amount of the then outstanding
Notes by notice to the Trustee may waive an existing Default or Event of Default
and its consequences except a continuing Default or Event of Default in the
payment of the principal of or interest on any Note. When a Default or Event of
Default is waived, it is cured and ceases; but no such


                                      -46-
<PAGE>   52


waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.

Section 8.05      Control by majority.

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

Section 8.06      Limitation on Suits.

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

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

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

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

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

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

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

Section 8.07      Rights of Holders to Receive Payment.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, Liquidated Damages, if any,
and interest on the Note, on or after the respective due dates expressed in the
Note, or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of the
Holder made pursuant to this Section 8.07.

Section 8.08      Collection Suit by Trustee.

         If an Event of Default specified in Section 8.01(a) or (b), hereof
occurs and is continuing, the Trustee may recover judgment in its own name and
as trustee of an express trust against the Issuers for the whole amount of
principal, Liquidated Damages, if any, and interest remaining unpaid on the
Notes and interest on overdue principal, Liquidated Damages, if any, and
interest and such further amount as shall be sufficient to cover the costs and,
to the extent lawful, expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.



                                      -47-
<PAGE>   53



Section 8.09      Trustee May File Proofs of Claim.

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

Section 8.10      Priorities.

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

         First:   to the Trustee for amounts due under Section 9.07 hereof;

         Second:  to the holders of Senior Debt to the extent required by
Article VI;

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

         Fourth:  to the Issuers.

         The Trustee may fix a record date and payment date for any payment to
Holders made pursuant to this Section 8.10.

Section 8.11      Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 8.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 8.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.


                                   ARTICLE IX.
                                     TRUSTEE


Section 9.01      Duties of Trustee.

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


                                      -48-
<PAGE>   54



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

                  (c) The Trustee may not be relieved from liability for its own
         negligent action, its own negligent failure to act, or its own willful
         misconduct, except that: (i) this paragraph does not limit the effect
         of paragraph (b) of this Section 9.01; (ii) the Trustee shall not be
         liable for any error of judgment made in good faith by a Trust Officer,
         unless it is proved that the Trustee was negligent in ascertaining the
         pertinent facts and (iii) the Trustee shall not be liable with respect
         to any action it takes or omits to take in good faith in accordance
         with a direction received by it pursuant to Section 8.05 hereof.

                  (d) Every provision of this Indenture that in any way relates
         to the Trustee is subject to paragraphs (a), (b) and (c) of this
         Section 9.01.

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

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

Section 9.02      Rights of Trustee.

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

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

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

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

                  (e) The Trustee shall not be charged with knowledge of any
         Event of Default under subsection (c), (d), (e), (f) or (i) (and
         subsection (a) or (b) if the Trustee does not act as Paying Agent) of
         Section 8.01 or of the identity of any Material



                                      -49-
<PAGE>   55



         Subsidiary referred to in clause (ii) of the definition thereof unless
         either (1) a Trust Officer of the Trustee assigned to its Institutional
         Trust Services Department shall have actual knowledge thereof, or (2)
         the Trustee shall have received notice thereof in accordance with
         Section 12.02 hereof from the Issuers or any Holder.

Section 9.03      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 Issuers or an
Affiliate with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to Sections
9.10 and 9.11 hereof.

Section 9.04      Trustee's Disclaimer.

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

Section 9.05      Notice of Defaults.

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

Section 9.06      Reports by Trustee to Holders.

         Within 60 days after the reporting date stated in Section 12.10, the
Trustee shall mail to Holders a brief report dated as of such reporting date
that complies with TIA (ss.) 313(a) if and to the extent required by such (ss.)
313(a). The Trustee also shall comply with TIA (ss.) 313(b)(2). The Trustee
shall also transmit by mail all reports as required by TIA (ss.) 313(c).

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

Section 9.07      Compensation and Indemnity.

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



                                      -50-
<PAGE>   56

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

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

         To secure the Issuers' payment obligations in this Section 9.07, the
Trustee shall have a lien prior to the Notes on all money or property held or
collected by the Trustee, except money or property held in trust to pay
principal and interest on particular Notes.

         Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services after an
Event of Default specified in Section 8.01(g) or (h) hereof occurs, the expenses
and the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

         All amounts owing to the Trustee under this Section 9.07 shall be
payable by the Issuers in United States dollars.

Section 9.08      Replacement of Trustee.

         A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 9.08.

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

                  (a) the Trustee fails to comply with Section 9.10 hereof,
         unless the Trustee's duty to resign is stayed as provided in TIA (ss.)
         310(b);

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

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

                  (d) the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Issuers shall 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 Issuers.





                                      -51-
<PAGE>   57


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

         If the Trustee fails to comply with Section 9.10 hereof, unless the
Trustee's duty to resign is stayed as provided in TIA (ss.) 310(b), any Holder
who has been a bona fide Holder of a Note for at least six months may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuers. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to the lien provided for
in Section 9.07 hereof. Notwithstanding replacement of the Trustee pursuant to
this Section 9.08 hereof, the Issuers' obligations under Section 9.07 hereof
shall continue for the benefit of the retiring trustee with respect to expenses
and liabilities incurred by it prior to such replacement.

Section 9.09      Successor Trustee by Merger, Etc.

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

Section 9.10      Eligibility; Disqualification.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA (ss.) 310(a)(1) and (5). The Trustee shall always have a
combined capital and surplus as stated in Section 12.10 hereof. The Trustee is
subject to TIA (ss.) 310(b). The following indentures shall be deemed to be
specifically described herein with respect to the obligations of NTL
Communications hereunder for the purposes of clause (i) of the first proviso
contained in TIA (ss.) 310(b): (a) indenture, dated as of April 20, 1995,
between NTL Communications and The Chase Manhattan Bank, as trustee, relating to
NTL Communications' 12 3/4% notes, as amended, (b) indenture, dated as of
January 30, 1996, between NTL Communications and The Chase Manhattan Bank, as
trustee, relating to NTL Communications' 11 1/2% deferred coupon notes issued in
1996, as amended, (c) indenture, dated as February 12, 1997, between NTL
Communications and The Chase Manhattan Bank, as trustee, relating to NTL
Communications' 10% notes, as amended, (d) indenture dated as of March 13, 1998,
between NTL Communications and The Chase Manhattan Bank, as trustee, relating to
NTL Communications' 9 1/2% notes, (e) indenture, dated as of March 13, 1998,
between NTL Communications and The Chase Manhattan Bank, as trustee, relating to
NTL Communications' 10 3/4% notes, (f) indenture, dated as of March 13, 1998,
between NTL Communications and The Chase Manhattan Bank, as trustee, relating to
NTL Communications' 9 3/4% notes issued in 1998, (g) indenture, dated as of
November 2, 1998, between NTL Communications and The Chase Manhattan Bank, as
trustee, relating to NTL Communications' 11 1/2% notes, (h) indenture dated as
of November 6, 1998 between NTL Communications and The Chase Manhattan Bank, as
Trustee, relating to NTL



                                      -52-
<PAGE>   58



Communications' 12-3/8% notes, (i) indenture dated as of April 14, 1999 between
NTL Communications and The Chase Manhattan Bank, as Trustee, relating to NTL
Communications' 9 3/4% notes issued in 1999, (j) indenture dated as of November
24, 1999 between NTL Communications and The Chase Manhattan Bank, as Trustee,
relating to NTL Communications' 9 1/4% notes, (k) indenture dated as of November
24, 1999 between NTL Communications and The Chase Manhattan Bank, as Trustee,
relating to NTL Communications' 9-7/8% notes, (l) indenture dated as of November
24, 1999 between NTL Communications and The Chase Manhattan Bank, as Trustee,
relating to NTL Communications' 11 1/2% deferred coupon notes issued in 1999,
(m) indenture dated as of October 2, 2000 between NTL Communications and The
Chase Manhattan Bank, as Trustee, relating to NTL Communications' 11-7/8% notes
and (m) indenture dated as of January 24, 2001 between NTL Communications and
The Chase Manhattan Bank, as Trustee, relating to NTL Communications' 12-3/8%
notes. The following indentures shall be deemed to be specifically described
herein with respect to the obligations of NTL Incorporated hereunder for the
purposes of clause (i) of the first proviso contained in TIA (ss.) 310(b): (a)
indenture, dated as of December 16, 1998, between NTL Incorporated and The Chase
Manhattan Bank, as trustee, relating to NTL Incorporated's 7% convertible
subordinated notes due 2008 and (b) indenture, dated as of December 22, 1999,
between NTL Incorporated and The Chase Manhattan Bank, as trustee, relating to
NTL Incorporated's 5 3/4% convertible subordinated notes due 2009.

Section 9.11      Preferential Collection of Claims Against the Issuers.

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


                                   ARTICLE X.
                             DISCHARGE OF INDENTURE


Section 10.01     Termination of Issuers' Obligations.

         This Indenture shall cease to be of further effect (except that the
Issuers' obligations under Sections 9.07 and 10.02 hereof shall survive) when
all outstanding Notes theretofore authenticated and issued have been delivered
to the Trustee for cancellation and the Issuers have paid all sums payable
hereunder.

Section 10.02     Repayment to the Issuers.

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

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



                                      -53-
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                                  ARTICLE XI.
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS


Section 11.01     Without Consent of Holders.

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

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

                  (b) to comply with Sections 5.12 and 7.01 hereof;

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

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

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

Section 11.02     With Consent of Holders.

         Subject to Section 8.07 hereof, the Issuers and the Trustee may amend
or supplement this Indenture or the Notes with the written consent of the
Holders of at least a majority in principal amount of the then outstanding
Notes. Subject to Sections 8.04 and 8.07 hereof, the Holders of a majority in
principal amount of the Notes then outstanding may also waive compliance in a
particular instance by the Issuers with any provision of this Indenture or the
Notes. However, without the consent of each Holder affected, an amendment,
supplement or waiver under this Section 11.02 may not:

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

                  (b) reduce the principal of or change the fixed maturity of
         any Note or alter the provisions of Sections 7 and 8 of the Notes;

                  (c) reduce the rate of or change the time for payment of
         interest on any Note;

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

                  (e) make any Note payable in money other than that stated in
         the Note;

                  (f) make any change in Section 8.04 or 8.07 hereof;

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




                                      -54-
<PAGE>   60


                  (h) impair the right to convert the Notes into Common Stock
         (except for adjustments and revisions contemplated by this Indenture);

                  (i) modify Article V or VI in a manner adverse to the Holders
         of Notes; or

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

         To secure a consent of the Holders under this Section 11.02, it shall
not be necessary for the Holders to approve the particular form of any proposed
amendment, supplement or waiver, but it shall be sufficient if such consent
approves the substance thereof.

         After an amendment, supplement or waiver under this Section 11.02
becomes effective, the Issuers shall mail to Holders a notice briefly describing
the amendment or waiver.

Section 11.03     Compliance with Trust Indenture Act.

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

Section 11.04     Revocation and Effect of Consents.

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

         The Issuers may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then notwithstanding the
provisions of the immediately preceding paragraph, those Persons who were
Holders at such record date (or their duly designated proxies), and only those
Persons, shall be entitled to consent to such amendment, supplement or waiver or
to revoke any consent previously given, whether or not such Persons continue to
be Holders after such record date. No consent shall be valid or effective for
more than 90 days after such record date unless consents from Holders of the
principal amount of Notes required hereunder for such amendment or waiver to be
effective shall have also been given and not revoked within such 90-day period.

         After an amendment, supplement or waiver becomes effective it shall
bind every Holder, unless it is of the type described in any of clauses (a)
through (j) of Section 11.02 hereof. In such case, the amendment or waiver shall
bind each Holder who has consented to it and every subsequent Holder that
evidences the same debt as the consenting Holder's Note.




                                      -55-
<PAGE>   61

Section 11.05     Notation on or Exchange of Notes.

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

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

Section 11.06     Trustee Protected.

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


                                  ARTICLE XII.
                                  MISCELLANEOUS


Section 12.01     Trust Indenture Act Controls.

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

Section 12.02     Notices.

         Any notice or communication by the Issuers or the Trustee to the other
is duly given if in writing and delivered in Person or mailed by first class
mail to the other's address stated in Section 12.10 hereof. The Issuers or the
Trustee by notice to the other may designate additional or different addresses
for subsequent notices or communications.

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

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

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

         All other notices or communications shall be in writing.

         In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice as required
by the Indenture, then such method



                                      -56-
<PAGE>   62


of notification as shall be made with the approval of the Trustee shall
constitute a sufficient mailing of such notice.

Section 12.03     Communication by Holders with Other Holders.

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

Section 12.04     Certificate and Opinion as to Conditions Precedent.

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

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

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

Section 12.05     Statements Required in Certificate or Opinion.

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

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

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

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

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

Section 12.06     Rules by Trustee and Agents.

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

Section 12.07     Legal Holidays.

         A "LEGAL HOLIDAY" is a Saturday, a Sunday or a day on which banking
institutions in the State of New York are not required to be open. If a payment
date is a Legal Holiday at a



                                      -57-
<PAGE>   63



place of payment, payment may be made at that place on the next succeeding day
that is not a Legal Holiday, and no interest or Liquidated Damages, if any,
shall accrue for the intervening period. If any other operative date for
purposes of this Indenture shall occur on a Legal Holiday then for all purposes
the next succeeding day that is not a Legal Holiday shall be such operative
date.

Section 12.08     No Recourse Against Others.

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

Section 12.09     Counterparts and Facsimile Signatures.

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

Section 12.10     Variable Provisions.

         "OFFICER" means the Chairman of the Board, the President, any Vice
President, the Treasurer, the Secretary, any Assistant Treasurer or any
Assistant Secretary of NTL Incorporated or NTL Communications, as the case may
be.

         The first certificate pursuant to Section 4.03 hereof shall be for the
fiscal year ended on December 31, 2001.

         The reporting date for Section 9.06 hereof is March 15 of each year.
The first reporting date is March 15, 2002.

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

         The address of NTL Incorporated is:

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

         The address of NTL Communications is:

                  NTL Communications Corp.
                  110 East 59th Street, 26th Floor
                  New York, New York 10022
                  Attention:   Richard J. Lubasch, Esq.



                                      -58-
<PAGE>   64



                       Executive Vice President, General Counsel and Secretary

         The Trustee's address is:

                  The Chase Manhattan Bank
                  450 West 33rd Street
                  New York, New York 10001

                  Attention:        Institutional Trust Services

Section 12.11     Governing Law.

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

Section 12.12     No Adverse Interpretation of Other Agreements.

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

Section 12.13     Successors.

         All agreements of the Issuers in this Indenture and the Notes shall
bind their successor or successors, as the case may be. All agreements of the
Trustee in this Indenture shall bind its successor.

Section 12.14     Severability.

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

Section 12.15     Table of Contents, Headings, Etc.

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


                            (Signature page follows)




                                      -59-
<PAGE>   65






                                   SIGNATURES

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


                                  NTL INCORPORATED, as an Issuer


                                  By:
                                     -------------------------------------------
                                     Name:
                                     Title:



                                  NTL COMMUNICATIONS CORP., as an Issuer


                                  By:
                                     -------------------------------------------
                                     Name:
                                     Title:



                                  THE CHASE MANHATTAN BANK, as Trustee


                                  By:
                                     -------------------------------------------
                                     Name:
                                     Title:




Indenture signature page


<PAGE>   66





                                                                       EXHIBIT A


                             (FORM OF FACE OF NOTE)

                              [Global Notes Legend]

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS 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.

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

                            [Restricted Notes Legend]

         THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE
SECURITY EVIDENCED HEREBY AND ANY SHARES OF COMMON STOCK ISSUED UPON CONVERSION
HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE
SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON
THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE
BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY AND ANY SHARES OF COMMON STOCK
ISSUED UPON CONVERSION HEREOF MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,
ONLY (1) (a) IN THE CASE OF THE SECURITY EVIDENCED HEREBY ONLY, TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
SECURITIES ACT, IF AVAILABLE, (c) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT
OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF





                                      A-1


<PAGE>   67



COUNSEL IF THE ISSUERS SO REQUEST), (2) TO AN ISSUER OR (3) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION AND (B) THE PURCHASER WILL, AND EACH SUBSEQUENT
PURCHASER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER FROM IT OF THE
SECURITY EVIDENCED HEREBY OR ANY COMMON STOCK ISSUABLE UPON CONVERSION HEREOF OF
THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.





                                      A-2



<PAGE>   68

No. ________                                                           $________
                                                                CUSIP:  ________
                                                                 ISIN:  ________

                     6-3/4% CONVERTIBLE SENIOR NOTE DUE 2008

         Each of NTL Communications Corp., a Delaware corporation ("NTL
COMMUNICATIONS") and NTL Incorporated, a Delaware corporation ("NTL
INCORPORATED" and, together with NTL Communications, the "ISSUERS"), jointly and
severally promises to pay to ______________, or registered assigns, the
principal sum of ____________________ ($____________ ), [or such other amount as
is indicated on Schedule A hereof,*] on May 15, 2008, subject to the further
provisions of this Note set forth on the reverse hereof which further provisions
shall for all purposes have the same effect as if set forth at this place.

Interest Payment Dates:    May 15 and November 15, commencing November 15, 2001.

Record Dates:              May 1 and November 1.

         IN WITNESS WHEREOF, each of NTL Communications and NTL Incorporated has
caused this Note to be signed manually or by facsimile by one of its duly
authorized officers.

                                       Dated:   ___ ________ ____

                                       NTL COMMUNICATIONS CORP.


                                       By:   ___________________________________
                                       Name:
                                       Title:

                                       NTL INCORPORATED


                                       By:   ___________________________________
                                       Name:
                                       Title:


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the 6-3/4% Convertible Senior Notes due 2008 described in the
within-mentioned Indenture.

THE CHASE MANHATTAN BANK, as Trustee


By:______________________________________
               Authorized Officer

--------
* Applicable to Global Notes only


                                      A-3
<PAGE>   69


                            (FORM OF REVERSE OF NOTE)

                  NTL COMMUNICATIONS CORP. AND NTL INCORPORATED

                     6-3/4% Convertible Senior Note due 2008

         1.       Interest.

         Each of NTL Communications Corp., a Delaware corporation ("NTL
COMMUNICATIONS") and NTL Incorporated, a Delaware corporation ("NTL
INCORPORATED" and, together with NTL Communications, the "ISSUERS"), is a
co-issuer of 6-3/4% Convertible Senior Notes due 2008 (the "NOTES"). The Notes
will accrue interest at a rate of 6-3/4% per annum. Each of the Issuers jointly
and severally promises to pay interest on the Notes in cash semiannually on each
May 15 and November15, commencing on November 15, 2001, to Holders of record on
the immediately preceding May 1 and November 1, respectively. 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 May 15, 2001. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. The Issuers will pay
interest on overdue principal at the interest rate borne by the Notes,
compounded semiannually, and it shall pay interest on overdue installments of
interest and Liquidated Damages, if any, (without regard to any applicable grace
period) at the same interest rate compounded semiannually. Any interest paid on
this Note shall be increased to the extent necessary to pay Additional Amounts
as set forth in this Note.

         2.       Registration Rights.

         The Holder of this Note is entitled to the benefits of a Registration
Rights Agreement, dated as of May 15, 2001, among the Issuers and the Initial
Purchasers (the "REGISTRATION RIGHTS AGREEMENT"). Pursuant to the Registration
Rights Agreement the Issuers have agreed for the benefit of the Holders of the
Notes, that (i) they will, at their cost, within 135 days after the closing of
the sale of the Notes (the "CLOSING"), file a shelf registration statement (the
"SHELF REGISTRATION STATEMENT") with the US Securities and Exchange Commission
(the "COMMISSION") with respect to resales of the Notes and the Common Stock
issuable upon conversion thereof, (ii) they will use their best efforts to cause
such Shelf Registration Statement to be declared effective within 255 days after
the Closing, and (iii) they will use their best efforts to keep such Shelf
Registration Statement continuously effective under the Securities Act, subject
to certain exceptions specified in the Registration Rights Agreement until the
second anniversary of the date of the Closing. If (a) the Issuers fail to file
the Shelf Registration Statement required by the Registration Rights Agreement
on or before the date specified above for such filing, (b) such Shelf
Registration Statement is not declared effective by the Commission on or prior
to the date specified above for such effectiveness, or (c) the Shelf
Registration Statement is declared effective but thereafter ceases to be
effective or useable in connection with resales of Transfer Restricted
Securities (as defined in the Registration Rights Agreement) during the periods
specified in the Registration Rights Agreement (each such event referred to in
clauses (a) through (c) above a "REGISTRATION DEFAULT"), then the Issuers will
pay liquidated damages to each Holder of Transfer Restricted Securities, with
respect to the first 90-day period immediately following the occurrence of such
Registration Default in an amount equal to $.05 per week per $1,000 principal
amount of Notes constituting Transfer Restricted Securities held by such Holder
("LIQUIDATED DAMAGES"), provided that a Holder of Transfer Restricted Securities
shall not be entitled to


                                      A-4
<PAGE>   70

the benefit of any Liquidated Damages unless and until such Holder shall have
furnished to the Issuers the information required by Section 4(l) of the
Registration Rights Agreement. The amount of Liquidated Damages will increase by
an additional $.05 per week per $1,000 principal amount constituting Transfer
Restricted Securities with respect to each subsequent 90-day period until all
Registration Defaults have been cured, up to a maximum amount of Liquidated
Damages of $.50 per week per $1,000 principal amount of Notes constituting
Transfer Restricted Securities. All accrued Liquidated Damages shall be paid by
the Issuers on each Interest Payment Date for which Liquidated Damages are owed
to the Holders of Global Notes by wire transfer of immediately available funds
or by federal funds check and to Holders of certificated Notes registered as
such as of the preceding Record Date by mailing checks to their registered
addresses. Following the cure of all Registration Defaults, the accrual of
Liquidated Damages will cease.

         3.       Additional Amounts.

         This Section 3 shall apply only in the event that NTL Incorporated or
NTL Communications becomes, or a successor to NTL Incorporated or NTL
Communications, as the case may be, is, a corporation organized or existing
under the laws of the United Kingdom, the Netherlands, the Netherlands Antilles,
Bermuda or the Cayman Islands. All payments made by NTL Incorporated or NTL
Communications, as the case may be, on this Note shall be made without deduction
for or on account of, any and all present or future taxes, duties, assessments,
or governmental charges of whatever nature unless the deduction or withholding
of such taxes, duties, assessments or governmental charges is then required by
law. If any deduction or withholding for or on account of any present or future
taxes, assessments or other governmental charges of the United Kingdom, the
Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or any
political subdivision or taxing authority thereof or therein) shall at any time
be required in respect of any amounts to be paid by NTL Incorporated or NTL
Communications under this Note, NTL Incorporated or NTL Communications shall pay
or cause to be paid such additional amounts ("ADDITIONAL AMOUNTS") as may be
necessary in order that the net amounts received by a Holder of this Note after
such deduction or withholding shall be not less than the amounts specified in
this Note to which the Holder of this Note is entitled; provided, however, that
neither NTL Incorporated nor NTL Communications shall be required to make any
payment of Additional Amounts for or on account of:

                  (a) any tax, assessment or other governmental charge to the
         extent such tax, assessment or other governmental charge would not have
         been imposed but for:

                           (i) the existence of any present or former connection
                  between such Holder (or between a fiduciary, settlor,
                  beneficiary, member or shareholder of, or possessor of a power
                  over, such Holder, if such Holder is an estate, nominee,
                  trust, partnership or corporation), other than the holding of
                  this Note or the receipt of amounts payable in respect of this
                  Note, and the United Kingdom, the Netherlands, the Netherlands
                  Antilles, Bermuda or the Cayman Islands (or any political
                  subdivision or taxing authority thereof or therein) including,
                  without limitation, such Holder (or such fiduciary, settlor,
                  beneficiary, member, shareholder or possessor) being or having
                  been a citizen or resident thereof or being or having been
                  present or engaged in trade or business therein or having or
                  having had a permanent establishment therein; or

                                      A-5
<PAGE>   71

                           (ii) the presentation of this Note (where
                  presentation is required) for payment on a date more than 30
                  days after the date on which such payment became due and
                  payable or the date on which payment thereof is duly provided
                  for, whichever occurs later, except to the extent that the
                  Holder would have been entitled to Additional Amounts had this
                  Note been presented on the last day of such period of 30 days;

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

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

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

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

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

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

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

         4.       Method of Payment.

         The Issuers will pay interest on the Notes (except defaulted interest)
to the Persons who are registered Holders of Notes at the close of business on
the record date for the next interest payment date even though Notes are
canceled after the record date and on or before


                                      A-6
<PAGE>   72

the interest payment date. Holders must surrender Notes to a Paying Agent to
collect principal and premium payments. The Issuers will pay principal, premium,
if any, interest and Liquidated Damages, if any, in money of the United States
that at the time of payment is legal tender for payment of public and private
debts. At the option of the Issuers, payment of interest due on any interest
payment date may be made by check mailed to the Holders of the Notes at their
respective addresses set forth in the register of Holders of Notes (provided
that a Holder of Notes with an aggregate principal amount of Notes in excess of
$5,000,000 will be paid interest by wire transfer in immediately available funds
at the election of such Holder if such Holder previously specified in writing to
the Issuers and the Paying Agent appropriate wire transfer instructions at least
10 days prior to the applicable interest payment date).

         5.       Paying Agent, Conversion Agent and Registrar.

         The Trustee will act as Paying Agent, Conversion Agent and Registrar in
the City of New York, New York. The Issuers may change any Paying Agent,
Conversion Agent or Registrar without prior notice. The Issuers or any of their
respective Affiliates may act in any such capacity.

         6.       Indenture.

         The Issuers issued the Notes under an Indenture, dated as of May 15,
2001 (the "INDENTURE"), among the Issuers and The Chase Manhattan Bank, as
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by the US Trust Indenture Act of 1939 (15 U.S. Code
(ss.)(ss.) 77aaa-77bbbb) as in effect on the date of the Indenture. The Notes
are subject to, and qualified by, all such terms, certain of which are
summarized hereon, and Holders are referred to the Indenture and such Act for a
statement of such terms. The Notes are unsecured general obligations of the
Issuers limited to $1,000,000,000 in aggregate principal amount ($1,150,000,000
if the Over-Allotment Option is exercised) and subordinated in right of payment
to all existing and future Senior Debt of NTL Incorporated.

         7.       Optional Redemption.

         Except as provided in Section 8 hereof, the Notes will be redeemable,
in whole or from time to time in part in any integral multiple of $1,000, at the
option of the Issuers at any time after May 20, 2004, at the following
redemption prices which are expressed as percentages of the principal amount set
forth below plus accrued and unpaid interest and Liquidated Damages, if any,
thereon to the applicable redemption date, upon not less than 30 nor more than
60 days' prior notice, if redeemed during the 12-month period beginning May 15
of the years indicated (or May 20 in the case of 2004):

<TABLE>
<CAPTION>
         YEAR                                                   REDEMPTION PRICE
         ----                                                   ----------------
         <S>                                                         <C>
         2004..................................................      103.857%
         2005..................................................      102.893%
         2006..................................................      101.929%
         2007..................................................      100.964%
         2008..................................................      100.000%
</TABLE>


                                      A-7
<PAGE>   73


         8.       Optional Tax Redemption.

         The Notes may be redeemed at the option of the Issuers, in whole but
not in part, upon not less than 30 nor more than 60 days notice, at any time at
a redemption price equal to the principal amount thereof plus accrued and unpaid
interest and Liquidated Damages, if any, to the date fixed for redemption if
after the date on which Section 3 of this Note becomes applicable (the "RELEVANT
DATE") there has occurred any change in or amendment to the laws (or any
regulations or official rulings promulgated thereunder) of the United Kingdom,
the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or any
political subdivision or taxing authority thereof or therein), or any change in
or amendment to the official application or interpretation of such laws,
regulation or rulings (a "CHANGE IN TAX LAW") which becomes effective after the
Relevant Date, as a result of which NTL Incorporated or NTL Communications is or
would be so required on the next succeeding Interest Payment Date to pay
Additional Amounts with respect to the Notes as described under Section 3 hereof
with respect to withholding taxes imposed by the United Kingdom, the
Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or any
political subdivision or taxing authority thereof or therein) (a "WITHHOLDING
TAX") and such Withholding Tax is imposed at a rate that exceeds the rate (if
any) at which Withholding Tax was imposed on the Relevant Date, provided,
however, that:

                  (i) this paragraph shall not apply to the extent that, at the
         Relevant Date it was known or would have been known had professional
         advice of a nationally recognized accounting firm in the United
         Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the
         Cayman Islands, as the case may be, been sought, that a Change in Tax
         Law in the United Kingdom, the Netherlands, the Netherlands Antilles,
         Bermuda or the Cayman Islands was to occur after the Relevant Date;

                  (ii) no such notice of redemption may be given earlier than 90
         days prior to the earliest date on which NTL Incorporated or NTL
         Communications would be obliged to pay such Additional Amounts were a
         payment in respect of the Notes then due;

                  (iii) at the time such notice of redemption is given, such
         obligation to pay such Additional Amount remains in effect; and

                  (iv) the payment of such Additional Amounts cannot be avoided
         by the use of any reasonable measures available to NTL Incorporated or
         NTL Communications.

         The Notes may also be redeemed, in whole but not in part, at any time
at a redemption price equal to the principal amount thereof plus accrued and
unpaid interest and Liquidated Damages, if any, to the date fixed for redemption
if the Person formed after the Relevant Date by a consolidation, amalgamation,
reorganization or reconstruction (or other similar arrangement) of NTL
Incorporated or NTL Communications or the Person into which NTL Incorporated or
NTL Communications is merged after the Relevant Date or to which NTL
Incorporated or NTL Communications conveys, transfers or leases its properties
and assets after the Relevant Date substantially as an entirety (collectively, a
"SUBSEQUENT CONSOLIDATION") is required, as a consequence of such Subsequent
Consolidation and as a


                                      A-8
<PAGE>   74

consequence of a Change in Tax Law in the United Kingdom, the Netherlands, the
Netherlands Antilles, Bermuda or the Cayman Islands occurring after the date of
such Subsequent Consolidation to pay Additional Amounts with respect to Notes
with respect to Withholding Tax as described under Section 3 hereof and such
Withholding Tax is imposed at a rate that exceeds the rate (if any) at which
Withholding Tax was or would have been imposed on the date of such Subsequent
Consolidation, provided, however, that this paragraph shall not apply to the
extent that, at the date of such Subsequent Consolidation it was known or would
have been known had professional advice of a nationally recognized accounting
firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda
or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law
in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the
Cayman Islands was to occur after such date.

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

         9.       Notice of Redemption.

         Notice of redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each Holder of the Notes to be redeemed at
his address of record. The Notes in denominations larger than $1,000 may be
redeemed in part but only in integral multiples of $1,000. In the event of a
redemption of less than all of the Notes, the Notes will be chosen for
redemption by the Trustee in accordance with the Indenture. On and after the
redemption date, interest ceases to accrue on the Notes or portions of them
called for redemption.

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

         10.      Mandatory Redemption.

         Neither NTL Incorporated nor NTL Communications will be required to
make mandatory redemption or repurchase payments with respect to the Notes.
There are no sinking fund payments with respect to the Notes.

         11.      Repurchase at Option of Holder.

         If there is a Change of Control, the Issuers shall be required to offer
to purchase on the Purchase Date all outstanding Notes at a purchase price equal
to 101% of the aggregate principal amount thereof, plus accrued and unpaid
interest and Liquidated Damages, if any, to the Purchase Date. Holders of Notes
that are subject to an offer to purchase will receive a Change of Control offer
from the Issuers prior to any related Purchase Date and may elect to have such
Notes or portions thereof in authorized denominations purchased by completing
the form entitled "Option of Holder to Elect Purchase" appearing below.

                                      A-9
<PAGE>   75

         12.      Subordination.

         The payment of the principal of, interest on or any other amounts due
on the Notes is subordinated in right of payment to all existing and future
Senior Debt of NTL Incorporated, as described in the Indenture. Each Holder, by
accepting a Note, agrees to such subordination and authorizes and directs the
Trustee on its behalf to take such action as may be necessary or appropriate to
effectuate the subordination so provided and appoints the Trustee as its
attorney-in-fact for such purpose.

         13.      Conversion.

         The Holder of any Note has the right, exerciseable at any time after 90
days following the Issuance Date and prior to the close of business (New York
time) on the date of the Note's maturity, to convert the principal amount
thereof (or any portion thereof that is an integral multiple of $1,000) into
shares of Common Stock at the initial Conversion Price of $32.728 per share,
subject to adjustment under certain circumstances as set forth in the Indenture,
except that if a Note is called for redemption, the conversion right will
terminate at the close of business on the Business Day immediately preceding the
date fixed for redemption.

         To convert a Note, a holder must (1) complete and sign a conversion
notice substantially in the form set forth below, (2) surrender the Note to a
Conversion Agent, (3) furnish appropriate endorsements or transfer documents if
required by the Registrar or Conversion Agent and (4) pay any transfer or
similar tax, if required. Upon conversion, no adjustment or payment will be made
for interest or dividends, but if any holder surrenders a Note for conversion
after the close of business on the record date for the payment of an installment
of interest and prior to the opening of business on the next interest payment
date, then, notwithstanding such conversion, the interest payable on such
interest payment date will be paid to the registered holder of such Note on such
record date. In such event, such Note, when surrendered for conversion, need not
be accompanied by payment of an amount equal to the interest payable on such
interest payment date on the portion so converted. The number of shares issuable
upon conversion of a Note is determined by dividing the principal amount of the
Note converted by the Conversion Price in effect on the Conversion Date. No
fractional shares will be issued upon conversion but a cash adjustment will be
made for any fractional interest.

         A Note in respect of which a holder has delivered an "Option of Holder
to Elect Purchase" form appearing below exercising the option of such holder to
require the Issuers to purchase such Note may be converted only if the notice of
exercise is withdrawn as provided above and in accordance with the terms of the
Indenture. The above description of conversion of the Notes is qualified by
reference to, and is subject in its entirety by, the more complete description
thereof contained in the Indenture.

         14.      Denominations, Transfer, Exchange.

         The Notes are in registered form, without coupons, in denominations of
$1,000 and integral multiples of $1,000. The transfer of Notes may be
registered, and Notes may be exchanged, as provided in the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not exchange or


                                      A-10
<PAGE>   76

register the transfer of any Note or portion of a Note selected for redemption
(except the unredeemed portion of any Note being redeemed in part). Also, it
need not exchange or register the transfer of any Note for a period of 15 days
before a selection of Notes to be redeemed.

         15.      Persons Deemed Owners.

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

         16.      Unclaimed Money.

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

         17.      Defaults and Remedies.

         The Notes shall have the Events of Default set forth in Section 8.01 of
the Indenture. Subject to certain limitations in the Indenture, if an Event of
Default occurs and is continuing, the Trustee by notice to the Issuers or the
Holders of at least 25% in aggregate principal amount of the then outstanding
Notes by notice to the Issuers and the Trustee may declare all the Notes to be
due and payable immediately, except that in the case of an Event of Default
arising from certain events of bankruptcy or insolvency, all unpaid principal
and interest accrued on the Notes shall become due and payable immediately
without further action or notice. The Holders of a majority in principal amount
of the Notes then outstanding by written notice to the Trustee may rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default have been cured or
waived except nonpayment of principal or interest that has become due solely
because of the acceleration. Holders may not enforce the Indenture or the Notes
except as provided in the Indenture. Subject to certain limitations, Holders of
a majority in principal amount of the then outstanding Notes issued under the
Indenture may direct the Trustee in its exercise of any trust or power. The
Issuers must furnish annually compliance certificates to the Trustee. The above
description of Events of Default and remedies is qualified by reference, and
subject in its entirety, to the more complete description thereof contained in
the Indenture.

         18.      Amendments, Supplements and Waivers.

         Subject to certain exceptions, the Indenture or the Notes may be
amended or supplemented with the consent of the Holders of at least a majority
in principal amount of the then outstanding Notes (including consents obtained
in connection with a tender offer or exchange offer for Notes), and any existing
default may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes. Without the consent of any Holder, the
Indenture or the Notes may be amended among other things, to cure any ambiguity,
defect or inconsistency, to provide for uncertificated Notes in addition to or
in place of certificated Notes, to provide for assumption of the Issuers'
obligations to Holders, to make any change that does not adversely affect the
rights of any Holder or to qualify the


                                      A-11
<PAGE>   77

Indenture under the TIA or to comply with the requirements of the SEC in order
to maintain the qualification of the Indenture under the TIA.

         19.      Trustee Dealings with the Issuers.

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

         20.      No Recourse Against Others.

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

         21.      Governing Law.

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

         22.      Authentication.

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

         23.      Abbreviations.

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

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

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


                                      A-12
<PAGE>   78

                                 ASSIGNMENT FORM

                  To assign this Note, fill in the form below:

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

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

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

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

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

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


         Date: __________________

   Signature Guarantee: * ____________________________________________

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

CHECK ONE BOX BELOW

         (1)     [ ]    to the Issuers or any subsidiary thereof,

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

         (3)     [ ]    outside the United States in compliance with Rule 904
                        under the Securities Act,

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

         (5)     [ ]    pursuant to an effective registration statement under
                        the Securities Act.


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

Signature Guarantee*

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


                                      A-13
<PAGE>   79

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

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

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

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

Date: _____________________

___________________________

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


                 NOTICE: To be executed by an executive officer


                                      A-14
<PAGE>   80

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note or a portion thereof repurchased
by the Issuers pursuant to Section 3.09 or 4.07 of the Indenture, check the box:
[ ]

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

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


       Date: ________________________


       Signature Guarantee:**/


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


                                      A-15
<PAGE>   81

                               ELECTION TO CONVERT

To NTL Communications and NTL Incorporated:

                  The undersigned owner of this Note hereby irrevocably
exercises the option to convert this Note, or the portion below designated, into
Common Stock of NTL Incorporated in accordance with the terms of the Indenture
referred to in this Note, and directs that the shares issuable and deliverable
upon conversion, together with any check in payment for fractional shares, be
issued in the name of and delivered to the undersigned, unless a different name
has been indicated in the assignment below. If the shares are to be issued in
the name of a person other than the undersigned, the undersigned will pay all
transfer taxes payable with respect thereto.

                  Any holder of Notes, upon the exercise of its conversion
rights in accordance with the terms of the Indenture and the Note, agrees to be
bound by the terms of the Registration Rights Agreement relating to the Common
Stock issuable upon conversion of the Notes.

Date:

         in whole ___

                                    Portions of Note to be
                                    converted ($1,000 or
                                    integral multiples
                                    thereof): $______________

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


                                    Please Print or Typewrite Name and Address,
                                    Including Zip Code, and Social Security or
                                    Other Identifying Number


                                    Signature Guarantee:  *
                                                          ----------------------

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


                                      A-16
<PAGE>   82

                        [TO BE ATTACHED TO GLOBAL NOTES]

                                   SCHEDULE A

                          SCHEDULE OF PRINCIPAL AMOUNT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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=====================================================================================================================
</TABLE>


                                      A-17
<PAGE>   83

                                                                       EXHIBIT B

                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                  FROM RULE 144A GLOBAL NOTE OR RESTRICTED NOTE
                           TO REGULATION S GLOBAL NOTE
             (Transfers pursuant to (ss.) 2.06(a)(ii) or 2.06(a)(vi)
                                of the Indenture)


The Chase Manhattan Bank, as Trustee
450 West 33rd Street
New York, New York  10001
Attn:    Institutional Trust Services

Re:     6-3/4% Convertible Senior Notes due 2008 of NTL Communications Corp. and
        NTL Incorporated (the "NOTES")

         Reference is hereby made to the Indenture, dated as of May 15, 2001
(the "INDENTURE"), among NTL Communications Corp., a Delaware corporation ("NTL
COMMUNICATIONS"), NTL Incorporated, a Delaware corporation ("NTL INCORPORATED"
and, together with NTL Communications, the "ISSUERS"), as co-obligors, and The
Chase Manhattan Bank, as Trustee. Capitalized terms used but not defined herein
shall have the respective meanings given them in the Indenture.

         This letter relates to $__________ [check one] (i) [ ] aggregate
principal amount of Notes which are held in the form of the Rule 144A Global
Note (CUSIP No. 62941AAA7) with the Depositary or (ii) [ ] principal amount of
Restricted Note (CUSIP No. __________) registered, in either case, in the name
of [insert name of transferor] (the "TRANSFEROR") to effect the transfer of the
Notes in exchange for an equivalent beneficial interest in the Regulation S
Global Notes.

         In connection with such request, the Transferor does hereby certify
that such transfer has been effected in accordance with (i) the transfer
restrictions set forth in the Notes and (ii) that:

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

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

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

                  (4) the transaction is not part of a plan or scheme to evade
         the registration requirements of the US Securities Act of 1933, as
         amended (the "SECURITIES ACT").

         In addition, if the sale is made during a distribution compliance
period and the provisions of Rule 903(c)(2) or (3) or Rule 904(c)(1) of
Regulation S are applicable thereto,


                                       B-1
<PAGE>   84

we confirm that such sale has been made in accordance with the applicable
provisions of Rule 903(c)(2) or (3) or Rule 904(c)(1), as the case may be.

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

                                        [NAME OF TRANSFEROR]


                                        By:  ___________________________________
                                        Name:
                                        Title:

Dated:

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



                                       B-2
<PAGE>   85

                                                                       EXHIBIT C

                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                FROM REGULATION S GLOBAL NOTE OR RESTRICTED NOTE
                            TO RULE 144A GLOBAL NOTE
             (Transfers pursuant to (ss.) 2.06(a)(iii) or 2.06(a)(v)
                                of the Indenture)

The Chase Manhattan Bank, as Trustee
450 West 33rd Street
New York, New York  10001
Attn:  Institutional Trust Services

Re:      6-3/4% Convertible Senior Notes due 2008 of NTL Communications Corp.
         and NTL Incorporated (the "NOTES")

         Reference is hereby made to the Indenture, dated as of May 15, 2001
(the "INDENTURE"), among NTL Communications Corp., a Delaware corporation, NTL
Incorporated, a Delaware corporation, as co-obligors, and The Chase Manhattan
Bank, as Trustee. Capitalized terms used but not defined herein shall have the
respective meanings given them in the Indenture.

         This letter relates to $__________ [check one] (i) [ ] aggregate
principal amount of Notes which are held in the form of the Regulation S Global
Note (CUSIP No. U6696paa5) with the Depositary or (ii) [ ] principal amount of
Restricted Note (CUSIP No. __________) registered, in each case, in the name of
[insert name of transferor] (the "TRANSFEROR") to effect the transfer of the
Notes in exchange for an equivalent beneficial interest in the Rule 144A Global
Note.

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

                                        [NAME OF TRANSFEROR]


                                        By:  ___________________________________
                                        Name:
                                        Title:

Dated:


                                       C-1
<PAGE>   86

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


                                       C-2

<PAGE>   87

                                                                       EXHIBIT D

                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                                 FROM RESTRICTED
                             NOTE TO RESTRICTED NOTE
           (Transfers pursuant to (ss.) 2.06(a)(iv) of the Indenture)

The Chase Manhattan Bank, as Trustee
450 West 33rd Street
New York, New York  10001
Attn:  Institutional Trust Services

Re:     6-3/4% Convertible Senior Notes due 2008 of NTL Communications Corp. and
        NTL Incorporated (the "NOTES")

         Reference is hereby made to the Indenture, dated as of May 15, 2001
(the "INDENTURE"), among NTL Communications Corp., a Delaware corporation, NTL
Incorporated, a Delaware corporation, as co-obligors, and The Chase Manhattan
Bank, as Trustee. Capitalized terms used but not defined herein shall have the
respective meanings given them in the Indenture.

         This letter relates to $__________ aggregate principal amount of Notes
which are held in the form of a Restricted Note (CUSIP No. __________ in the
name of [insert name of transferor] (the "TRANSFEROR") to effect the transfer of
the Notes.

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

*Insert, if appropriate.

                                       [NAME OF TRANSFEROR]


                                       By:   ___________________________________
                                       Name:
                                       Title:

Dated:

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


                                       D-1
<PAGE>   88


                                                                       EXHIBIT E

                     FORM OF ACCREDITED INVESTOR CERTIFICATE

NTL Incorporated
NTL Communications Corp.
110 East 59th Street
New York, New York  10022

         We are delivering this letter in connection with our purchase of
$________ principal amount of 6-3/4% Convertible Senior Notes due 2008 (the
"NOTES") of NTL Communications Corp., a Delaware corporation ("NTL
COMMUNICATIONS"), NTL Incorporated, a Delaware corporation ("NTL INCORPORATED"
and, together with NTL Communications, the "ISSUERS") issued pursuant to an
indenture, dated May 15, 2001, among the Issuers and The Chase Manhattan Bank,
as trustee, as described in the Offering Memorandum (the "OFFERING MEMORANDUM")
relating to such offering.

         We hereby confirm that:

(i)      we are an "accredited investor" within the meaning of Rule 501 (a) (1),
         (2), (3), (4) or (7) under the US Securities Act of 1933, as amended
         (the "SECURITIES ACT"), or an entity in which all of the equity owners
         are accredited investors within the meaning of Rule 501(a) (1), (2),
         (3), (4) or (7), under the Securities Act (an "ACCREDITED INVESTOR");

(ii)     (A) any purchase of the Convertible Senior Notes by us will be for our
         own account or for the account of one or more other Accredited
         Investors or as fiduciary for the account of one or more trusts, each
         of which is an "accredited investor" within the meaning of Rule 501 (a)
         (7) under the Securities Act and for each of which we exercise sole
         investment discretion or (B) we are a "bank," within the meaning of
         Section 3(a) (2) of the Securities Act, or a "savings and loan
         association" or other institution described in Section 3(a) (5) (A) of
         the Securities Act that is acquiring the Notes as fiduciary for the
         account of one or more institutions for which we exercise sole
         investment discretion;

(iii)    in the event that we purchase any of the Notes, we will acquire Notes
         having a minimum purchase price of not less than $100,000 for our own
         account or for any separate account for which we are acting;

(iv)     we have such knowledge and experience in financial and business matters
         that we are capable of evaluating the merits and risks of purchasing
         the Notes;

(v)      we are not acquiring the Notes with a view to any distribution thereof
         in a transaction that would violate the Securities Act or the
         securities laws of any State of the United States or any other
         applicable jurisdictions; provided that the disposition of our property
         and the property of any accounts for which we are acting as fiduciary
         shall remain at all times within our control; and

(vi)     we have received a copy of the Offering Memorandum and acknowledge that
         we have had access to such financial and other information, and


                                       E-1
<PAGE>   89

         have been afforded the opportunity to ask such questions of
         representatives of the Issuers and receive answers thereto, as we deem
         necessary in connection with our decision to purchase the Notes.

         We understand that the Notes are being offered in a transaction not
involving any public offering within the meaning of the Securities Act, that the
Notes have not been registered under the Securities Act, and we agree, on our
own behalf and on behalf of each account for which we acquire any Notes, that
the Notes may be offered, resold, pledged or otherwise transferred only (i)
inside the United States to a person whom we reasonably believe to be a
Qualified Institutional Buyer (as defined in Rule 144A under the Securities Act)
in a transaction meeting the requirements of Rule 144A, in a transaction meeting
the requirements of Rule 144 under the Securities Act, if available, or outside
the United States to a non-US person in a transaction meeting the requirements
of Rule 904 under the Securities Act, or unless the holder thereof is the
initial accredited investor, in accordance with another exemption from the
registration requirements of the Securities Act (and based upon an opinion of
counsel if the Issuers so request), (ii) to an Issuer or (iii) pursuant to an
effective registration statement under the Securities Act, and, in each case, in
accordance with any applicable securities laws of any State of the United States
or any other applicable jurisdiction. We understand that the registrar and
transfer agent will not be required to accept for registration of transfer any
Notes, except upon presentation of evidence satisfactory to the Issuers, as
applicable, that the foregoing restrictions on transfer have been complied with.
We further understand that Notes will be in the form of definitive physical
certificates and that any such certificates will bear a legend reflecting the
substance of this paragraph. We further agree to provide any person purchasing
the Notes or the Common Stock issuable upon conversion thereof (other than
pursuant to clause (iii) of this paragraph) from us a notice advising such
purchaser that resales of such securities are restricted as stated therein.

         We acknowledge that you, the Issuers, and others will rely upon our
confirmations, acknowledgments and agreements set forth herein, and we agree to
notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.

         THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.


                                       E-2
<PAGE>   90


         Dated:           .

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

                                        By: ____________________________________

                                        Its: ___________________________________

                                        Address:________________________________

                                                ________________________________


cc:      The Chase Manhattan Bank, as Trustee
         450 West 33rd Street
         New York, New York  10001
         Attn:  Institutional Trust Services


                                       E-3