AGREEMENT RELATING TO THE TRANSFER OF SECURITIES



Table of Contents



Exhibit 10.13


EXECUTION COPY


DATED 30 April 2003



NTL (DELAWARE) INC.



NTL SWEDEN SPV INC.



NOGENTA SWEDISH ACQUISITION HOLDING B.V.



AND



THE KEY SHAREHOLDERS



OTHER HOLDERS



AND



B2 BREDBAND AB (PUBL)







AGREEMENT



relating to the transfer of



certain securities


in B2 Bredband AB (publ)





 







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	1. Interpretation
	2. Assignment of claim against NTL and Funding Commitments
	3. Offer of NTL B2 Securities to the Holders
	4. Transfer of the NTL B2 Securities
	5. Covenants up to the Completion
	6. Completion
	7. Representations and Warranties
	8. Waivers
	9. Shareholders Agreement
	10. Termination
	11. Confidentiality and Public Announcements
	12. Notices
	13. Miscellaneous
	14. Entire Agreement
	15. Governing Law
	16. Arbitration
	17. Exclusive jurisdiction over claims against NTL
	AGREEMENT RELATING TO THE TRANSFER OF SECURITIES








Table of Contents






CONTENTS




	 	 	 	 	 	 	 
	1.	 	
Interpretation
	 	 	5	 
	2.	 	
Assignment of claim against NTL and Funding Commitments
	 	 	5	 
	3.	 	
Offer of NTL B2 Securities to the Holders
	 	 	5	 
	4.	 	
Transfer of the NTL B2 Securities
	 	 	7	 
	5.	 	
Covenants up to the Completion
	 	 	7	 
	6.	 	
Completion
	 	 	8	 
	7.	 	
Representations and Warranties
	 	 	9	 
	8.	 	
Waivers
	 	 	11	 
	9.	 	
Shareholders Agreement
	 	 	12	 
	10.	 	
Termination
	 	 	12	 
	11.	 	
Confidentiality and Public Announcements
	 	 	13	 
	12.	 	
Notices
	 	 	13	 
	13.	 	
Miscellaneous
	 	 	13	 
	14.	 	
Entire Agreement
	 	 	14	 
	15.	 	
Governing Law
	 	 	14	 
	16.	 	
Arbitration
	 	 	14	 
	17.	 	
Exclusive jurisdiction over claims against NTL
	 	 	15	 



Schedules




	 	 	 
	1.	 	
Holders under the Shareholders’ Agreement
	 	 	 
	2.	 	
NTL B2 Securities
	 	 	 
	3.	 	
Interpretation
	 	 	 
	4.	 	
The Funding Commitments
	 	 	 
	5.	 	
Pro Rata Rights of the Holders
	 	 	 
	6.	 	
Application Form
	 	 	 
	7.	 	
Undertaking by the Key Shareholders
	 	 	 
	8.	 	
Settlement B2 Partners - Assignment of Pro Rata Right
	 	 	 
	9.	 	
Settlement B2 Partners - Instruction Letter
	 	 	 
	10.	 	
Notifications of NTL Internal Transfer



 






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THIS AGREEMENT is made on 30 April 2003



BETWEEN:



	(1)	 	(A) NTL (Delaware) Inc. (its previous name NTL Incorporated), a Delaware
company with its registered address at 110 East 59th Street, New York, NY
10022 USA, (“NTL Delaware”), (B) NTL Sweden SPV Inc., a Delaware company
with its registered address at 110 East 59th Street, New York, NY 10022
USA, (“NTL Sweden”), and (C) Nogenta Swedish Acquisition Holding B.V., a
Dutch company with its registered address at Strawinskylaan 3105, 1077 ZX
Amsterdam, the Netherlands, (“Nogenta”) (the parties listed above in (A) -
(C) collectively referred to as “NTL” and each such party shall be jointly
and severally responsible for NTL’s obligations under this Agreement);
	 
	(2)	 	B2 Bredband AB (publ), Reg. No. 556557-5825, a Swedish corporation with
its registered address at Årstaängsvägen 21B, SE-11743, Stockholm, Sweden
(“B2 Bredband”);
	 
	(3)	 	Continuum Group Limited, a Bermuda corporation with its registered
address at Cedar House, 41 Cedar Avenue, Hamilton HM12, Bermuda (“CGL”);
	 
	(4)	 	B2 Partners, LLC, a Delaware limited liability company with its principal
office at 730 Fifth Avenue, New York, N.Y. 10019, (“B2 Partners”);
	 
	(5)	 	(A) Carlyle Venture Partners, L.P., a Cayman Islands exempted limited
partnership, Kirk House, P.O. Box 1100-G, Grand Cayman, Cayman Islands,
British West Indies; (B) Carlyle U.S. Venture Partners, L.P., a Delaware
limited partnership, c/o Delaware Trust Capital Management, 300 Delaware
Avenue, Suite 900, Wilmington, Delaware 19801; (C) Carlyle Venture
Coinvestment, L.L.C., a Delaware limited liability company, c/o Delaware
Trust Capital Management, 300 Delaware Avenue, Suite 900, Wilmington,
Delaware 19801; (D) C/S Venture Investors, L.P., a Cayman Islands exempted
limited partnership, Kirk House, P.O. Box 1100-G, Grand Cayman, Cayman
Islands, British West Indies; (E) C/D Europe Partners, L.P., a Guernsey
exempted company, P. O. Box 87, Lefebvre Court, Lefebvre Street, St. Peter
Port, Guernsey, Channel Islands GY1 4BS; (F) C/M Europe Partners, L.P., a
Guernsey exempted company, P.O. Box 87, Lefebvre Court, Lefebvre Street,
St. Peter Port, Guernsey, Channel Islands GY1 4BS; (G) Carlyle Europe Co
Investment, L.P., a Guernsey exempted company, P.O. Box 87, Lefebvre
Court, Lefebvre Street, St. Peter Port, Guernsey, Channel Islands GY1 4BS;
(H) Carlyle Europe Partners, L.P., a Guernsey exempted company, P.O. Box
87, Lefebvre Court, Lefebvre Street, St. Peter Port, Guernsey, Channel
Islands GY1 4BS; and (I) Carlyle Capital Coinvestment Partners, L.P., a
Cayman Islands limited partnership Walker House, P.O. Box 265, Georgetown,
Grand Cayman, Cayman Islands (the parties listed above in (A) - (I)
collectively referred to as “Carlyle” and each such party shall be jointly
and severally responsible for Carlyle’s obligations under this Agreement);
	 
	(6)	 	(A) Investor Growth Capital Ltd, a Guernsey company, P.O. Box 626,
National Westminster House, Le Truchot, St. Peter Port, Guernsey, Channel
Islands GY1 4PW, and (B) Investor Group L.P., a limited partnership
incorporated under the laws of Guernsey, P.O. Box 626, National
Westminster House, Le Truchot, St. Peter Port, Guernsey, Channel Islands
GY1 4PW (the parties listed above in (A) - (B) collectively referred to as
“Investor Growth” each such party shall be jointly and severally
responsible for Investors Growth’s obligations under this Agreement);
	 
	 	 	The parties listed under (3), (4), (5) and (6) are jointly referred to as
the “Key Shareholders”.



 






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WHEREAS:




	(A)	 	on September 19, 2001, B2 Bredband, the Key Shareholders, NTL Delaware
and the other shareholders in B2 Bredband entered into an Investment
Agreement (the “Investment Agreement”) and an Amended and Restated
Shareholders Agreement (the “Shareholders’ Agreement”), together the “B2
Agreements”. The parties to the Shareholders’ Agreement are listed on
Schedule 1 (the “Holders” as defined in the Shareholders’ Agreement and
herein).
	 
	(B)	 	on May 8, 2002, NTL Delaware and five of its affiliates (the “NTL
Entities”) each filed with the Bankruptcy Court for the Southern District
of New York, United States, Case No. 02-41316 (ALG) (the “Bankruptcy
Court") a voluntary petition for reorganization relief under Chapter 11 of
title 11 of the United States Code, 11 U.S.C. §§ 101-1330. On September 9,
2002, the Bankruptcy Court entered that certain Order Confirming the
Second Amended Joint Reorganization Plan of the NTL
Entities (the “Reorganized NTL Entities”). Subsequently, on October 11,
2002, the Bankruptcy Court authorized the Reorganized NTL Entities to
reject the Investment Agreement and the Shareholders Agreement and
directed that any claims asserted against the Reorganized NTL Entities in
respect of such Agreements be filed within thirty days. On November 8,
2002, B2 Bredband and the Key Shareholders filed proofs of claim with the
Bankruptcy Court asserting damages arising out of Reorganized NTL
Entities’ actions in connection with the Investment Agreement and the
Shareholders’ Agreement (“Claim Nos. 2384/2386” and “Claim Nos. 2385/2388”
respectively).
	 
	(C)	 	Although NTL Delaware is the legal owner of all the NTL B2 Securities,
NTL’s holding of Equity Securities is registered in the VPC System in the
name of NTL Sweden SPV Inc. and Nogenta Acquisition Holdings B.V., both
Affiliates of NTL Delaware, as further specified in Schedule 2 (the “NTL
B2 Securities”);
	 
	(D)	 	B2 Bredband and certain Holders are of the opinion that NTL Delaware has
failed to make a required investment in B2 Bredband in the amount of SEK
208,999,995.74 in exchange for its proportionate share of Preferred B
Shares and Preferred B Warrant Debentures and Preferred B Warrants (all as
defined in the Investment Agreement) pursuant to Section 2.05(b) of the
Investment Agreement, and that NTL Delaware thereby has committed a
material breach as set forth in Section 6.10(b) of the Shareholders’
Agreement;
	 
	(E)	 	NTL is of the opinion that B2 Bredband and the non-NTL Holders have
failed to fulfil their obligations to register certain transfers among the
NTL entities or to procure such registration, as the case may be;
	 
	(F)	 	AI Capital C.V. has transferred all its securities in B2 Bredband and its
Key Shareholder status under the Shareholders’ Agreement to B2 Partners an
Affiliate of AI Capital C.V.
	 
	(G)	 	B2 Bredband, NTL and the Key Shareholders have agreed, without any of
them accepting any of the abovementioned alleged failures and breaches, to
settle the disputes through an agreement involving, inter alia, (i) NTL
offering the Holders to acquire all NTL B2 Securities pro rata to their
percentage interest in B2 Bredband pursuant to the procedures set forth in
Section 6.10 of the Shareholders Agreement and the terms and conditions
set out in this Agreement and (ii) all claims and potential claims of
whatever nature, whether present or future, by B2 Bredband and the
Participating Holders (as defined in sub-clause 3.4) against NTL and its
Affiliates relating to NTL’s shareholding in B2 Bredband being effectively
and irrevocably waived;
	 
	(H)	 	NOW, THEREFORE the parties agree as follows:



 






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	1.	 	Interpretation
	 
	1.1	 	 In addition to terms defined elsewhere in this Agreement, the definitions
and other provisions in Schedule 3 shall apply throughout this Agreement,
unless the context otherwise requires in a particular case.
	 
	1.2	 	 Unless the contrary intention appears in a particular case, the
representations and warranties and obligations of each party pursuant to
this Agreement shall be several and not joint and any liability of each
such party in respect of any breach of any representation, warranty or
obligation shall extend only to any loss or damage arising from its or his
breach.
	 
	2.	 	Assignment of claim against NTL and Funding Commitments
	 
	2.1	 	 B2 Bredband hereby assigns all of its claims against NTL, if any,
(including without limitation pursuant to Section 2.05(b) of the
Investment Agreement and Claim Nos. 2384/2386) to B2 Partners, Carlyle and
Investor Growth in the proportions one third of the potential claims to
each such Key Shareholder. NTL hereby consents to such assignment without
accepting any liability or obligation to make payment under any claim.
	 
	2.2	 	 As consideration for the assignment in clause 2.1 above, each of B2
Partners, Carlyle and Investor Growth hereby undertake in relation to B2
Bredband, severally but not jointly, to subscribe for and make payment of
the amounts set forth in Schedule 4 in the on-going issue resolved on by
the board of directors of B2 Bredband on April 7, 2003, subject to the
terms and conditions of such issue (the “Funding Commitments”).
	 
	2.3	 	 This clause 2 shall be null and void if this Agreement is terminated in
accordance with the provisions in this Agreement.
	 
	3.	 	Offer of NTL B2 Securities to the Holders
	 
	3.1	 	 Upon the terms and conditions of this Agreement, NTL Delaware hereby
offers to transfer all NTL B2 Securities to the Holders.
	 
	3.2	 	No later than five Business Days following the date hereof, B2 Bredband
shall procure that notice is given to the Holders in accordance with the
Shareholders Agreement, Section 6.08, informing the Holders of the right
to receive NTL B2 Securities pursuant to the procedures, terms and
conditions set forth in the Shareholders Agreement and herein (the
“Offer”).
	 
	3.3	 	 The terms and conditions of the Offer are the following:




	 	(a)	 	Subject to the other terms and conditions of the Offer, each
Holder shall have the right to receive such number of NTL B2
Securities as corresponds to the percentage of Shares (excluding any
Shares held by NTL) that it holds in B2 Bredband as per the date
five Business Days before Completion (the “Pro Rata Right”). A
preliminary compilation of the Pro Rata Rights as per the last
Business Day preceding the date of this Agreement is set forth in
Schedule 5. The Pro Rata Right for each individual Holder will be as
set forth in Schedule 5 unless such Holder’s holding of Shares
changes before the date five Business Days before Completion.
	 
	 	(b)	 	Holders wishing to accept NTL’s Offer and receive NTL B2
Securities shall execute the Application Form set forth in Schedule
6 and send such Application Form to B2 Bredband.



 






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	 	(c)	 	Applications to participate in the Offer which have been duly
executed and that conform to all the requirements in the Application
Form (“Eligible Applications”) shall be deemed to be acceptances of
the Offer. Without executing such Application Forms each of the Key
Shareholders hereby, severally but not jointly, agrees to accept the
Offer and to receive, on the terms and conditions set forth in this
Agreement, NTL B2 Securities in accordance with its Pro Rata Right.
Each Holder which has filed an Eligible Application and each Key
Shareholder is defined herein as an “Eligible Holder”.
	 
	 	(d)	 	Subject to the other terms and conditions of the Offer, each
Holder may in its Application Form apply to receive NTL B2
Securities in excess of each such Holder’s Pro Rata Right, up to
100% of the NTL B2 Securities (the number of Shares which any Holder
applies to receive above its Pro Rata Right is defined herein as an
“Over Subscription”). The Key Shareholders hereby agree to receive
any NTL B2 Securities not obtained by the other Holders, each in the
numbers set forth in Schedule 7. The undertaking to receive NTL B2
Securities above each Key Shareholder’s Pro Rata Right shall be
regarded as such Key Shareholder’s Over Subscription.
	 
	 	(e)	 	Each Holder shall have the right to transfer any part of its
Pro Rata Right together with a proportionate part of any Over
Subscription made to any one Holder or an Affiliate of any one
Holder that has adhered to the Shareholders’ Agreement in accordance
with the provisions set forth in the Application Form. For the
avoidance of doubt, Over Subscriptions shall be stapled to the Pro
Rata Right on the basis of which it is made and must therefore be
transferred pro rata to the portion of the relevant Pro Rata Right
which is transferred.
	 
	 	(f)	 	In case one or more Holders have not utilized their
respective Pro Rata Rights, the remaining NTL B2 Securities shall be
received by Eligible Holders having Over-Subscribed or received Over
Subscriptions, pro rata to such Eligible Holders aggregate Pro Rata
Rights (original or received).
	 
	 	(g)	 	By execution of this Agreement or the Application Form, each
Eligible Holder grants a power of attorney to each of Peder Ramel
and Hans Ragnhäll of B2 Bredband individually, or such other person
as any of them will nominate, to execute on its or his behalf the
Transaction Notes to be executed on Completion and to release on
Completion the Transfer Amount to NTL Delaware for any NTL B2
Securities allocated to such Eligible Holder.
	 
	 	(h)	 	Any Application Forms that do not meet the above criteria are
not eligible for participation in the allocation of NTL B2
Securities to be made on Completion (“Non-Eligible Applications”).
Any funds received by B2 Bredband relating to Non-Eligible
Applications and funds relating to unallocated Over Subscriptions
shall be returned to the sending Holder as soon as possible after
Completion.




	3.4	 	 Any Holder who signs an Application Form automatically becomes a party to
this Agreement and shall be deemed a “party” as referred to herein and be
bound by all provisions referring to a party irrespective of whether such
Holder has filed an Eligible or Non-Eligible Application. Each such Holder
and each Key Shareholder are also defined herein as a “Participating
Holder” and shall be bound by all provisions referring to a Participating
Holder irrespective of whether such Participating Holder has filed an
Eligible or Non-Eligible Application.



 






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	4.	 	Transfer of the NTL B2 Securities
	 
	4.1	 	 Each Preferred Warrant held by NTL Delaware shall be transferred together
with the Preferred Shares to which it is stapled and the consideration for
the Preferred Warrant is deemed included in the consideration for such
Share.
	 
	4.2	 	 The agreed valuation for the NTL B2 Securities shall be USD 0.00215 for
each Share held by NTL Delaware (the “NTL Consideration”), equal to USD
375,322 in total for all NTL B2 Securities. B2 Partners shall, however, be
entitled to issue to NTL Delaware (and NTL Delaware shall accept)
0.0000215 Class B Participating Units in B2 Partners for each Share held
by NTL Delaware instead of the NTL Consideration.
	 
	4.3	 	 As provided for in Section 6.10(e) of the Shareholders Agreement, the
parties have as part of the settlement set forth in this Agreement agreed
that the fee to the Appraiser (as defined in the Shareholders’ Agreement)
for establishing the fair market value of the NTL B2 Securities will be
borne by the Eligible Holders (as defined in sub-clause 2.4(c)) and,
consequently, said fee and expenses shall be paid pro rata in relation to
each of the NTL B2 Securities. Therefore, in addition to the NTL
Consideration, each Eligible Holder other than the Key Shareholders shall
pay USD 0.00201 for each Share received by it or him under this Agreement
to the Key Shareholders as compensation for expenses incurred by the Key
Shareholders in connection with this Agreement (the “Key Shareholder
Compensation”), together with the NTL Consideration equal to USD 0.00416
in total for each Share (the “Transfer Amount”).
	 
	4.4	 	 The transfer of NTL B2 Securities shall be completed on the Completion
Date (as defined in sub-clause 6.1 below).
	 
	4.5	 	 It is hereby acknowledged and agreed by all parties hereto that B2
Partners shall be entitled to settle any transfer of NTL B2 Securities to
B2 Partners in accordance with Schedule 8 and 9.
	 
	5.	 	Covenants up to the Completion
	 
	5.1	 	 NTL covenants that during the period between the date hereof and
Completion it shall abstain from, directly or indirectly, exercising any
rights relating to the ownership of the NTL B2 Securities, including but
not limited to participation at any shareholders meetings held in B2
Bredband and participation in any capital raisings in B2 Bredband,
provided that no other party hereto is at such time in material breach of
its obligations hereunder.
	 
	5.2	 	 NTL Delaware, NTL Sweden and Nogenta shall, on the date hereof, file the
notifications attached hereto as Schedule 10 and B2 Bredband shall on the
date hereof execute all VPC’s standard form documents for approval of
transfers that are required in order to execute the registration measures
in the VPC System necessary for all NTL B2 Securities to be registered in
the name of NTL Delaware in its VP account number 99585693 well in advance
of Completion (the “NTL Internal Transfer”).
	 
	5.3	 	 NTL covenants that it shall procure that Messrs. Bruno Claude and Aizad
Hussein, as per the Completion Date resigns from the board of directors of
B2 Bredband and waives all claims in relation to B2 Bredband other than
normal wages for services rendered to that date.
	 
	5.4	 	 At least five Business Days before the Completion Date, all Participating
Holders shall have transferred its part of the Transfer Amount or the NTL
Consideration, as applicable, (assuming that each Participating Holder
will receive the allocation of all Shares applied for)



 






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	 	 	to a client account of Advokatfirman Vinge (“Vinge”) as set forth in the
Application Form where such funds shall stand for the account of the
Participating Holders.
	 
	5.5	 	 At least four Business Days before Completion, B2 Bredband shall
determine which Participating Holders are Eligible Holders and allocate
the NTL B2 Securities among the Eligible Holders in accordance with the
provisions in clause 3.
	 
	5.6	 	 At least three Business Days before Completion, B2 Bredband shall inform
NTL Delaware of the names, VP accounts and other relevant information
relating to the Eligible Holders and of the allocation of the NTL B2
Securities among such Eligible Holders.
	 
	5.7	 	 At least two Business Day before Completion, B2 Bredband shall provide
NTL Delaware with a specification of the client account of Vinge showing
that the NTL Consideration (in cleared US dollar funds), less any NTL
Consideration relating to NTL B2 Securities to be transferred in
accordance with Schedule 9, is standing on such client account, ready to
be transferred to NTL Delaware.
	 
	5.8	 	If any covenant of NTL in this clause 5 has not been fulfilled on its
relevant date for reasons attributable to NTL, the Key Shareholders shall
be entitled to postpone the Completion to a date not more than 10 Business
Days after the scheduled date of Completion one or more times until
Completion occurs or, if NTL’s failure is material, to terminate this
Agreement. No claims by any of the parties hereto either arisen before,
through or after this Agreement shall be prejudiced by such termination.
For the avoidance of doubt, if Completion has not occurred on the
Completion Date for reasons attributable to NTL, the Key Shareholders are
not obliged to terminate this Agreement but may in lieu thereof enforce
this Agreement.
	 
	5.9	 	 If any covenant of any other party than NTL in this clause 5 has not been
fulfilled on its relevant date for reasons not attributable to NTL, NTL
shall postpone the Completion to a date not more than 10 Business Days
after the scheduled date of Completion one or more times until Completion
occurs.
	 
	6.	 	Completion
	 
	6.1	 	 Completion shall take place at the offices of Vinge, Smålandsgatan 20,
Stockholm on the Completion Date 30 May 2003 at 2 p.m. or at such other
date as the parties may agree or at such other date to which Completion is
postponed in accordance with this Agreement (the “Completion Date”).
	 
	6.2	 	 At Completion each party shall do or procure to be done all acts required
by such party in order to consummate the transactions contemplated by this
Agreement, including that:




	 	(a)	 	B2 Bredband shall undertake the final allocation of the NTL
B2 Securities to the Eligible Holders in accordance with the
provisions in clause 3 and 4;
	 
	 	(b)	 	NTL Delaware, shall execute the Transaction Notes, required
by NTL Delaware to effect the transfer of the NTL B2 Securities to
the Eligible Holders in accordance with clause 3 and 4;
	 
	 	(c)	 	B2 Bredband on behalf of each of the Eligible Holders, in
accordance with the final allocations made, shall execute the
Transaction Notes, required by such parties to effect the transfer
of the NTL B2 Securities to the Eligible Holders in accordance with
clause 3 and 4;



 






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	 	(d)	 	upon execution of the Transaction Notes in (c) above, NTL
Delaware shall without undue delay instruct its custodian
(Sw.“Kontoförande Institut") Carnegie to transfer the NTL B2
Securities from NTL Delaware’s VP account to the VP accounts of each
Eligible Holder in accordance with B2 Bredband’s instructions as set
forth in Clause 5.6;
	 
	 	(e)	 	upon NTL Delaware’s execution of the Transaction Notes in (c)
and the receipt by B2 Bredband of confirmation from Carnegie of the
transfers to the VP accounts in (d) above, the NTL Consideration
standing at Vinge’s client account shall immediately be deemed
pledged by all the respective Eligible Holders to NTL Delaware as
security for the due performance of the Eligible Holders’
obligations in connection with satisfying the NTL Consideration;
	 
	 	(f)	 	Upon receipt of the confirmation of the transfer of all NTL
B2 Securities in accordance with sub-clause 6.2(d) above, (i) B2
Bredband (on behalf of each of the Eligible Holders and NTL Delaware
as pledgee) shall, in accordance with the Transaction Notes,
instruct Vinge to release the NTL Consideration for all NTL B2
Securities to NTL Delaware at its client account with Gernandt &
Danielsson Advokatbyrå AB, at Östgöta Enskilda Bank, bank account no
1342-01-09180 and the Key Shareholder Compensation to the Key
Shareholders in accordance with joint instructions made by the Key
Shareholders, and (ii) B2 Partners and NTL Delaware shall execute
any and all documents required to the issue to NTL Delaware Class B
Participating Units in B2 Partners in accordance with Schedule 8.




	6.3	 	 If Completion has not occurred on the Completion Date for reasons
attributable to NTL, the Key Shareholders shall be entitled to postpone
the Completion to a date not more than 10 Business Days after the
scheduled date of Completion or, if NTL’s failure is material, terminate
this Agreement. No claims by any of the parties hereto either arisen
before, through or after this Agreement shall be prejudiced by such
termination. For the avoidance of doubt, if Completion has not occurred on
the Completion Date for reasons attributable to NTL, the Key Shareholders
are not obliged to terminate this Agreement but may in lieu thereof
enforce this Agreement.
	 
	6.4	 	 If Completion has not occurred on the Completion Date for reasons
attributable to B2 Bredband, NTL and the other Key Shareholders shall
agree to postpone the Completion to a date not more than 10 Business Days
after the scheduled date of Completion.
	 
	6.5	 	 Promptly after Completion, B2 Bredband shall send notice to each of the
Participating Holders informing of any allocations of NTL B2 Securities to
such Participating Holder and any return of funds to such Participating
Holder.







	7.	 	Representations and Warranties
	 
	7.1	 	 Each of the Participating Holders warrants severally, but not jointly, to
the other parties that on the date hereof and on the Completion Date:




	 	(a)	 	
it or he has the requisite power and authority to enter into
and perform, and has taken all necessary action (corporate or
otherwise) to authorise the execution and performance of, its or his
obligations under this Agreement; and

	 
	 	(b)	 	it is sole owner of the number of
Common Shares,Preferred B Shares and Preferred C Shares set forth in
Schedule 4.





 






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	7.2	 	 B2 Bredband warrants to each of the other parties that on the date hereof
and on the Completion Date:




	 	(a)	 	it has the requisite power and authority to enter into and
perform, and has taken all necessary action (corporate or otherwise)
to authorise the execution and performance of, its obligations under
this Agreement;
	 
	 	(b)	 	it is not insolvent;
	 
	 	(c)	 	this Agreement is not in contravention of any provision of
its articles of association or the Swedish Companies Act;




	7.3	 	 Each of NTL Delaware, NTL Sweden and Nogenta warrants, jointly and
severally, to each of the other parties that on the date hereof and on the
Completion Date:




	 	(a)	 	it has the requisite power and authority to enter into and
perform, and has taken all necessary action (corporate or otherwise)
to authorise the execution and performance of, its obligations under
this Agreement, and the execution and performance of the Agreement
by NTL requires no further approval of any governmental authority or
other third party of any kind;
	 
	 	(b)	 	the NTL B2 Securities constitute all securities in B2
Bredband held by NTL, NTL Delaware is the sole owner of the NTL B2
Securities and NTL Sweden and Nogenta make no claim of any ownership
or any other right to the NTL B2 Securities and, subject only to the
registration measures in clause 5, NTL Delaware has the full power,
right and authority to transfer full ownership and legal title to
the Eligible Holders without any claims of others to such NTL B2
Securities as set forth in this Agreement;
	 
	 	(c)	 	except as set forth in the Shareholders Agreement and in the
articles of association of B2 Bredband, there is no mortgage,
pledge, lien, option, right to acquire, assignment by way of
security or any other security interest, encumbrance or third party
right of any kind or any agreement to create any of the foregoing;
on, over or affecting any of the NTL B2 Securities, nor is there any
commitment to give or create any of the foregoing, and no person has
claimed to be entitled to any of the foregoing.




	7.4	 	 In the event of a breach of one or more of the Warranties set forth in
this clause 7 (a “Warranty Breach”), the non-breaching parties affected by
such Warranty Breach may require that the breaching party shall
immediately use its best efforts to rectify the Warranty Breach and
furthermore indemnify the non-breaching parties and hold such parties
harmless from the damages resulting from the Warranty Breach. In no event,
other than where specifically indicated, shall one or more of the parties
be liable for a Warranty Breach by another party.
	 
	7.5	 	 Except as otherwise expressly provided by the Warranties set forth in
this clause 7, each party hereto expressly disclaims any representations
or warranties of any kind or nature, express, implied or statutory as well
as any remedies not set forth herein (including, without limitation,
remedies under the Sale of Goods Act). Each party confirms that in
entering into this Agreement it has not relied on any assumptions not
expressly described as such in this Agreement.



 






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	8.	 	Waivers
	 
	8.1	 	In consideration for the right to receive NTL B2 Securities under this
Agreement, and without prejudice to the generality of the sub-clauses
below, each of B2 Partners, Carlyle and Investor Growth expressly waive
any claims against NTL, if any, transferred to such Key Shareholders
pursuant to clause 2 above provided that Completion takes place through
this Agreement and B2 Bredband consents to such waiver. B2 Bredband
further confirms that after such assignment and provided that Completion
takes place through this Agreement it does not have any claims of any
nature against NTL or NTL’s Affiliates, employees and agents or the
directors and deputy directors nominated by NTL to the B2 Bredband board.
With respect to the directors and deputy directors nominated by NTL to the
B2 Bredband board, subject to the condition that B2 Bredband’s auditors do
not oppose discharge from liability for such directors and deputy
directors on the following general meeting of shareholders of B2 Bredband.
	 
	8.2	 	On this date, but effective upon the earlier of (i) Completion, (ii) the
date scheduled for Completion in Clause 6.1 if on such date Completion has
not occurred for any reason directly attributable to the Key Shareholders
and/or B2 Bredband (except if attributable to NTL), and (iii) the date to
which Completion has been postponed in accordance with the terms of this
Agreement if on such date Completion has not ocurred for any reason
directly attributable to the Key Shareholders and/or B2 Bredband (except
if attributable to NTL), and except for claims arising as a consequence of
breach of this Agreement, each of B2 Bredband and the Participating
Holders (on behalf of itself and such Participating Holder’s Affiliates)
waives any and all claims of whatever nature relating to NTL’s holding of
the NTL B2 Securities that B2 Bredband, such Participating Holder or any
of their Affiliates, successors and assigns has or may have against NTL,
the Reorganized NTL Entities or their Affiliates, employees and agents or
the directors and deputy directors nominated by NTL to the B2 Bredband
board. Furthermore, each Participating Holder undertakes to vote for the
release of liability of Messrs Bruno Claude and Aizad Hussein at the
following annual general meeting of B2 Bredband. The aforesaid waiver and
undertaking to vote are, with respect to the directors and deputy
directors nominated by NTL to the B2 Bredband board, subject to the
condition that B2 Bredband’s auditors do not oppose discharge from
liability for such directors and deputy directors on the following general
meeting of shareholders of B2 Bredband. For the avoidance of doubt, with
respect to (ii) and (iii) above, any type of unforeseen events of force
majeure-nature shall under no circumstances be deemed directly
attributable to the Key Shareholders and/or B2 Bredband.
	 
	8.3	 	From this date, but effective upon the earlier of (i) Completion, (ii)
the date scheduled for Completion in Clause 6.1 if on such date Completion
has not occurred for any reason directly attributable to the Key
Shareholders and/or B2 Bredband (except if attributable to NTL), and (iii)
the date to which Completion has been postponed in accordance with the
terms of this Agreement if on such date Completion has not occurred for
any reason directly attributable to the Key Shareholders and/or B2
Bredband (except if attributable to NTL), and except for claims arising as
a consequence of breach of this Agreement, neither B2 Bredband nor any
Participating Holder (or any of their Affiliates) shall have the right to
pursue any claims against NTL or NTL’s Affiliates, employees and agents or
the directors and deputy directors nominated by NTL to the B2 Bredband
board, whether directly or indirectly (including through other legal
entities), relating to NTL’s holding of the NTL B2 Securities provided
with respect to the directors and deputy directors nominated by NTL to the
B2 Bredband board that B2 Bredband’s auditors do not oppose discharge from
liability for such directors and deputy directors on the following general
meeting of shareholders of B2 Bredband. For the avoidance of doubt, with
respect to (ii) and (iii) above, any type of unforeseen events of



 






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	 	 	force majeure-nature shall under no circumstances be deemed directly
attributable to the Key Shareholders and/or B2 Bredband.
	 
	8.4	 	On this date, but effective upon the earlier of (i) Completion, (ii) the
date scheduled for Completion in Clause 6.1 if on such date Completion has
not occurred for any reason attributable to NTL, and (iii) the date to
which Completion has been postponed in accordance with the terms of this
Agreement if on such date Completion has not ocurred for any reason
attributable to NTL, and except for claims arising as a consequence of
breach of this Agreement, NTL (on behalf of itself and its Affiliates,
employees, agents and the directors and deputy directors nominated by NTL
to the B2 Bredband board (collectively the “NTL Persons”)) waives any and
all claims of whatever nature by NTL or its Affiliates relating to B2
Bredband that NTL or the NTL Persons or any of their successors and
assigns has or may have against B2 Bredband or the Participating Holders
or any of their Affiliates, employees and agents (including any directors
and deputy directors of B2 Bredband).
	 
	8.5	 	From this date, but effective upon the earlier of (i) Completion, (ii)
the date scheduled for Completion in Clause 6.1 if on such date Completion
has not occurred for any reason attributable to NTL, and (iii) the date
to which Completion has been postponed in accordance with the terms of
this Agreement if on such date Completion has not ocurred for any reason
attributable to NTL, and except for claims arising as a consequence of
breach of this Agreement, neither NTL nor any of its Affiliates shall have
the right to pursue any claims against B2 Bredband or the Participating
Holders or any of their employees, agents or directors and deputy
directors, whether directly or indirectly (including through other legal
entities), relating to NTL’s holding of Equity Securities in B2 Bredband.
	 
	8.6	 	Following Completion, B2 Bredband and the Participating Holders, to the
extent applicable, shall promptly, following the request of NTL, (i)
assist NTL in procuring entry of a Bankruptcy Court order approving the
Reorganized NTL Entities’ settlement of Claim Nos. 2384/2386 and Claim
Nos. 2385/2388 contained herein, (ii) assist NTL in procuring the
Bankruptcy Court’s denial of Claim Nos. 2384/2386 and Claim Nos.
2385/2388, and/or (iii) file a notice of withdraw of Claim Nos. 2384/2386
and Claim Nos. 2385/2388 in the Bankruptcy Court. Each party agrees to
bear its respective costs in respect of such proceedings and all previous
proceedings before the Bankruptcy Court.
	 
	8.7	 	This clause 8 shall be null and void if this Agreement is terminated in
accordance with the provisions in this Agreement.
	 
	9.	 	Shareholders Agreement
	 
	9.1	 	All parties to this Agreement hereby acknowledge and accept (i) that this
Agreement is in full compliance with the B2 Agreements (including for the
avoidance of doubt Section 6.10 of the Shareholders’ Agreement), and (ii)
that NTL’s former Key Shareholder status under the Shareholders’ Agreement
is null and void and not transferred under this Agreement.
	 
	9.2	 	Furthermore, subject to Completion, each of B2 Bredband and the
Participating Holders, severally, but not jointly, terminate the
Shareholders’ Agreement in relation to NTL, following which NTL shall not
be bound vis-a-vis B2 Bredband and the Participating Holders by any
provision therein other than Section 5.01.
	 
	10.	 	Termination
	 
	 	 	This Agreement may not be terminated except in the circumstances and
subject to the conditions expressly set forth for herein. Notwithstanding
any provision to the contrary herein, no party shall have the right to
terminate this Agreement for a breach or



 






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	 	 	misrepresentation committed by any other party than NTL except with the
express written consent of NTL.
	 
	11.	 	Confidentiality and Public Announcements
	 
	11.1	 	No party shall make (or allow any other person to make) any public
announcement concerning this Agreement or any ancillary matter before, on
or after Completion except that NTL and the Reorganized NTL Entities shall
be permitted to attach a copy of and describe and refer to this Agreement
in any pleadings filed to obtain the Bankruptcy Court order described in
sub-clause 8.6 above.
	 
	11.2	 	Nothing in this clause 11 shall prevent any announcement being made or
any confidential information being disclosed:




	 	(a)	 	with the written approval of the other parties, which in the
case of any announcement shall not be unreasonably withheld or
delayed; or
	 
	 	(b)	 	to the extent required by law, any competent regulatory body
or applicable stock listing requirements, but a party required to
disclose any confidential information shall promptly notify the
other parties, where practicable and lawful to do so, before
disclosure occurs and co-operate with the other parties regarding
the timing and content of such disclosure or any action which the
other parties may reasonably elect to take to challenge the validity
of such requirement.












	11.3	 	In case an announcement shall be made in accordance with sub-clause 11.2
above, the announcing party shall use its best reasonable efforts to have
the contents of such announcement agreed between B2 Bredband, NTL Delaware
and the Key Shareholders in advance.
	 
	12.	 	Notices
	 
	 	 	Any notice, request, instruction or other document to be given hereunder
by or to any party shall, unless explicitly stated otherwise, be in
writing (including fax or similar writing) and shall be given to such
party at its address set forth in Schedule 1, or to such other address or
fax number as the party to whom notice is to be given may provide in a
written notice to the other parties, a copy of which written notice shall
be on file with the general counsel of B2 Bredband. Each such notice,
request or other communication shall be effective (i) if given by fax,
when such fax is transmitted to the fax number specified in this clause
and the appropriate confirmation is received or (ii) if given by express
mail, 72 hours after such communication is deposited in the express mail
service, with postage prepaid addressed as aforesaid or (iii) if given by
any other means, when delivered at the address specified in this clause
12, so long as in the case of each of clauses (i), (ii) and (iii), such
notice, request, instruction or other document was received by the
recipient before 5:00 p.m. in the place of receipt and that day is a
Business Day. Otherwise, any notice, request or communication shall be
deemed not to have been received until the next succeeding Business Day
in the place of receipt. In calculating any notice or time period under
this Agreement, the Parties agree that any such period shall be deemed to
exclude the day when the notice is received or deemed received, but shall
be deemed to include the day when the period is to lapse or otherwise
take effect.
	 
	13.	 	Miscellaneous
	 
	13.1	 	All parties to this Agreement, other than B2 Bredband, hereby acknowledge
and accept B2 Bredband to act as intermediary pursuant to and in
accordance with this Agreement in the transfer of the NTL B2 Securities
hereunder. Each such party hereby waives any right to raise


 






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	 	 	monetary claims against B2 Bredband or any of its officers for any
actions taken by B2 Bredband or any of its officers under this Agreement,
other than where the basis of such claims is a breach of sub-clause 7.2
or where there is a case of fraud, wilful breach, wilful misconduct,
wilful concealment or gross negligence.
	 
	13.2	 	Except as otherwise set forth in this Agreement, each party shall pay the
costs, expenses and advisors’ fees incurred by it in connection with the
entering into and completion of this Agreement.
	 
	13.3	 	This Agreement may be executed in any number of counterparts. Execution
in counterparts has the same effect as if the signatures on the
counterparts were on a single copy of this Agreement.
	 
	13.4	 	The rights of each party under this Agreement may be waived only in
writing and specifically. Any delay in the exercise or non-exercise of any
such right is not a waiver of that right.
	 
	13.5	 	Changes and additions to this Agreement must, in order to be effective,
be in writing and duly executed by the parties.
	 
	13.6	 	If any provision of this Agreement shall be fully or partly invalid or
unenforceable, the validity and enforceability of all other provisions
shall not be affected. The invalid or unenforceable provision shall be
substituted by a valid and enforceable provision that reflects as close as
possible the economic intention of the parties intended by the invalid or
unenforceable provision. Any invalidity or unenforceability affecting the
obligations of one or more parties hereunder shall not render the
Agreement invalid as between the other parties.
	 
	14.	 	Entire Agreement
	 
	 	 	This Agreement and the documents referred to herein and any related
agreements executed by the parties on the date of this Agreement contain
the entire agreement between the parties relating to the transactions
contemplated by this Agreement and supersede all previous agreements
between the parties relating to these transactions. For the avoidance of
doubt the Shareholders’ Agreement shall, save for the termination in
relation to NTL as set out in sub-clause 9.2, remain in full force
between the remaining parties thereto.
	 
	15.	 	Governing Law
	 
	 	 	This Agreement shall be governed by and construed in accordance with the
laws of Sweden.
	 
	16.	 	Arbitration
	 
	16.1	 	Any dispute, controversy or claim arising out of or in connection with
this Agreement, or the breach, termination or invalidity thereof shall,
unless otherwise mutually resolved by the parties, be finally settled by
arbitration in accordance with the Rules of the Arbitration Institute of
the Stockholm Chamber of Commerce (the “Rules”), as amended or
supplemented by the provisions below, by an arbitral tribunal of three (3)
arbitrators.
	 
	16.2	 	The place of arbitration shall be Stockholm, and the language to be used
in any such arbitration proceedings shall be English.
	 
	16.3	 	All three arbitrators shall be appointed by the Institute.



 






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	16.4	 	In the event that a request for arbitration between any of the parties
has been filed with the Institute, the Institute shall notify all other
parties of the request for arbitration.
	 
	16.5	 	If an arbitral proceeding between two or more parties to this Agreement
have been initiated, another party to this Agreement who wishes to
initiate an arbitral proceeding against any party or parties, shall submit
its request for arbitration to the arbitral tribunal and the Institute.
The arbitral tribunal shall, after having consulted the parties in the
ongoing arbitration proceeding and the parties to the new arbitration
proceeding, decide whether or not the two proceedings shall be settled by
the same arbitral tribunal and in one proceeding only.
	 
	16.6	 	If the arbitral tribunal considers the new request to be submitted at
such a late stage of the proceedings that a consolidation would delay the
proceedings unacceptably, the arbitral tribunal shall decide that the
disputes shall be settled separately.
	 
	16.7	 	If arbitration is initiated by one party against several parties on
grounds that are substantially similar, the arbitral tribunal shall decide
that the proceedings shall be consolidated.
	 
	16.8	 	If two or more proceedings have been consolidated, the arbitral tribunal
may subsequently, after having given due opportunity to the parties in the
proceedings to express their views on the matter, decide that a particular
dispute or particular disputes referred to it shall be settled separately.
	 
	16.9	 	The arbitral tribunal may dispose of the disputes referred to it by
rendering one or several awards. This shall not limit the power of the
tribunal under Section 34 of the Rules of the Arbitration Institute of the
Stockholm Chamber of Commerce to render separate awards for separate
issues or parts of the matters in dispute.
	 
	16.10	 	All meetings and hearings shall be in private unless the parties agree
otherwise. The parties may not disclose or communicate to any person
information concerning the arbitration or the award. This information is
to be treated as strictly confidential by the parties.
	 
	16.11	 	No party shall have the right to terminate this arbitration clause in
whole or with respect to its obligations hereunder.
	 
	16.12	 	No party shall initiate a lawsuit against any other party where the
basis of such lawsuit is within the scope of this clause, except in the
situation where neither the laws of the place where the other party has
its residence nor where such party’s assets are located would recognise
any arbitration award which may be rendered against such party under this
clause, in which event such party shall be subject to suit in any court of
competent jurisdiction.
	 
	17.	 	Exclusive jurisdiction over claims against NTL
	 
	17.1	 	Notwithstanding clause 16 above or anything in this Agreement to the
contrary, after Completion has taken place, any claims of whatever nature,
except for claims pursuant to Clauses 7.3 and 7.4 in this Agreement, by
any of the parties hereto or their successors or assigns in respect of
NTL’s holding of securities in B2 (including, but not limited to Claim
Nos. 2384/2386, and Claim Nos. 2385/2388) against NTL, the Reorganized NTL
Entities, or their Affiliates, shall be subject to the exclusive
jurisdiction of the Bankruptcy Court or if jurisdiction is not available
at such venue, to the jurisdiction of a competent court of New York.
	 
	17.2	 	This clause 17 shall be null and void if this Agreement is terminated in
accordance with the provisions in this Agreement.




 










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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.



	 	 	 
	NTL (DELAWARE) INC.	 	
NTL SWEDEN SPV INC.
	 	 	 
	By:     /s/ Jeff Wyman	 	
By:     /s/ Jeff Wyman
	
	 	


	Name:     Jeff Wyman	 	
Name:     Jeff Wyman
	Title:     Vice President	 	
Title:     Vice President
	 	 	 
	NOGENTA SWEDISH ACQUISITION
HOLDING B.V	 	
B2 BREDBAND AB (PUBL)
	 	 	 
	By:     /s/ Jeff Wyman	 	
By:     /s/ Hans Ragnhäll
	
	 	


	Name:     Jeff Wyman	 	
Name:     Hans Ragnhäll
	Title:     Vice
President	 	
Title:     General Counsel
	 	 	 
	CONTINUUM GROUP LIMITED	 	
B2 PARTNERS, LLC.

By: AIM Telecom, LLC, its Manager
	 	 	 
	By:     /s/ Jean-Francois Astier	 	
By:     /s/ Peter L. Thoren
	
	 	


	Name:     Jean-Francois Astier	 	
Name:     Peter L. Thoren
	Title:	 	
Title:     Manager
	 	 	 
	CARLYLE VENTURE PARTNERS, L.P.	 	
CARLYLE U.S. VENTURE PARTNERS, L.P.
	 
	By:     TCG Ventures Ltd.	 	
By:     TCG Ventures, L.L.C.
		 	
By:     TCG Group, L.L.C.
		 	
By:     TCG Holdings, L.L.C.
	 	 	 
	By:     /s/
Daniel A. D’Aniello	 	
By:     /s/ Daniel A. D’Aniello
	
	 	


	Name:     Daniel A. D’Aniello	 	
Name:     Daniel A. D’Aniello
	Title:     Director	 	
Title:     Director
	 	 	 



 






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	CARLYLE VENTURE COINVESTMENT L.L.C.	 	
C/S VENTURE INVESTORS, L.P.
	 
	By: TCG Ventures, L.L.C.	 	By: TCG Ventures Ltd.
	By: TC Group, L.L.C.	 	
	By: TCG Holdings	 	
	 	 	 
	By:     
/s/ Daniel A. D’Aniello	 	
By:     /s/ Daniel A. D’Aniello
	
	 	


	Name:
     Daniel A. D’Aniello	 	
Name:      Daniel A. D’Aniello
	Title:      Director	 	
Title:      Director
	 
	C/D EUROPE PARTNERS, L.P.	 	
C/M EUROPE PARTNERS, L.P.
	 	 	 
	By:     CEP General Partner, L.P.	 	
By:     CEP General Partner, L.P.
	By:     CEP Investment Administration Ltd	 	
By:     CEP Investment Administration Ltd
	 
	By:     /s/
Daniel A. D’Aniello	 	
By:     /s/ Daniel A. D’Aniello
	
	 	


	Name:     Daniel
A. D’Aniello	 	
Name:     Daniel A. D’Aniello
	Title:     Director	 	
Title:     Director
	 	 	 
	 	 	
CARLYLE EUROPE COINVESTMENT, L.P.
	 	 	 
	 	 	
By:     CEP General Partner, L.P.
	 	 	
By:     CEP Investment Administration Ltd
	 
	 	 	
By:     /s/ Daniel A. D’Aniello
	 	 	


	 	 	
Name:     Daniel A. D’Aniello
	 	 	
Title:     Director
	 	 	 
	CARLYLE EUROPE PARTNERS, L.P.	 	
CARLYLE CAPITAL COINVESTMENT, L.P.
	 	 	 
	By:     CEP General Partner, L.P.	 	By: SCPI General
Partner LTD.
	By:     CEP Investment Administration Ltd	 	
	 
	By:     /s/
Daniel A. D’Aniello	 	
By:     /s/ Daniel A. D’Aniello
	
	 	


	Name:     Daniel A. D’Aniello	 	
Name:     Daniel A. D’Aniello
	Title:     Director	 	
Title:     Director
	 	 	 
	INVESTOR GROWTH CAPITAL LTD	 	
INVESTOR GROUP L.P.
	 	 	 
	By:     /s/ R. De Heus	 	
By:     /s/ R. De Heus
	
	 	


	Name:     R. De Heus	 	
Name:     R. De Heus
	Title:     B. Director	 	
Title:     B. Director



 






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SCHEDULE 1



The parties to the Shareholders’ Agreement




	 	 	 
	1.	 	
NTL (Delaware) Inc. (its previous name NTL Incorporated), a Delaware
company with its registered address at 110 East 59th Street, New York, NY
10022 USA;
	 	 	 
	2.	 	
NTL Sweden SPV Inc., a Delaware company with its registered address at
110 East 59th Street, New York, NY 10022 USA;
	 	 	 
	3.	 	
Nogenta Swedish Acquisition Holding B.V., a Dutch company with its
registered address at Strawinskylaan 3105, 1077 ZX Amsterdam, the
Netherlands;
	 	 	 
	4.	 	
B2 Bredband AB (publ), Reg. No. 556557-5825, a Swedish corporation with
its registered address at Årstaängsvägen 21B, SE-11743, Stockholm, Sweden;
	 	 	 
	5.	 	
Continuum Group Limited, a Bermuda corporation with its registered
address at Cedar House, 41 Cedar Avenue, Hamilton HM12, Bermuda;
	 	 	 
	6.	 	
B2 Partners, LLC, a Delaware limited liability company with its principal
office at 730 Fifth Avenue, New York, N.Y. 10019,;
	 	 	 
	7.	 	
Carlyle Venture Partners, L.P., a Cayman Islands exempted limited
partnership, Kirk House, P.O. Box 1100-G, Grand Cayman, Cayman Islands,
British West Indies;
	 	 	 
	8.	 	
Carlyle U.S. Venture Partners, L.P., a Delaware limited partnership, c/o
Delaware Trust Capital Management, 300 Delaware Avenue, Suite 900,
Wilmington, Delaware 19801;
	 	 	 
	9.	 	
Carlyle Venture Coinvestment, L.L.C., a Delaware limited liability
company, c/o Delaware Trust Capital Management, 300 Delaware Avenue, Suite
900, Wilmington, Delaware 19801;
	 	 	 
	10.	 	
C/S Venture Investors, L.P., a Cayman Islands exempted limited
partnership, Kirk House, P.O. Box 1100-G, Grand Cayman, Cayman Islands,
British West Indies;
	 	 	 
	11.	 	
C/D Europe Partners, L.P., a Guernsey exempted company, P.O. Box 87,
Lefebvre Court, Lefebvre Street, St. Peter Port, Guernsey, Channel Islands
GY1 4BS / P.O. Box 543, 3 North Side Vale, Guernsey, GY 7 6HJ Channel
Islands, Great Britain;
	 	 	 
	12.	 	
C/M Europe Partners, L.P., a Guernsey exempted company, P.O. Box 87,
Lefebvre Court, Lefebvre Street, St. Peter Port, Guernsey, Channel Islands
GY1 4BS / P.O. Box 543, 3 North Side Vale, Guernsey, GY 7 6HJ Channel
Islands, Great Britain;
	 	 	 
	13.	 	
Carlyle Europe Co Investment, L.P., a Guernsey exempted company, P.O. Box
87, Lefebvre Court, Lefebvre Street, St. Peter Port, Guernsey, Channel
Islands GY1 4BS / P.O. Box 543, 3 North Side Vale, Guernsey, GY 7 6HJ
Channel Islands, Great Britain;
	 	 	 
	14.	 	
Carlyle Europe Partners, L.P., a Guernsey exempted company, P.O. Box 87,
Lefebvre Court, Lefebvre Street, St. Peter Port, Guernsey, Channel Islands
GY1 4BS / P.O. Box 543, 3 North Side Vale, Guernsey, GY 7 6HJ Channel
Islands, Great Britain;
	 	 	 
	15.	 	
Carlyle Capital Coinvestment Partners, L.P., a Cayman Islands limited
partnership Walker House, P.O. Box 265, Georgetown, Grand Cayman, Cayman
Islands;
	 	 	 
	16.	 	
Investor Growth Capital Ltd, a Guernsey company, P.O. Box 626, National
Westminster House, Le Truchot, St. Peter Port, Guernsey, Channel Islands
GY1 4PW;
	 	 	 
	17.	 	
Investor Group L.P., a limited partnership incorporated under the laws of
Guernsey, P.O. Box 626, National Westminster House, Le Truchot, St. Peter
Port, Guernsey, Channel Islands GY1 4PW;
	 	 	 
	18.	 	
BCI Investments Limited, a Cayman Islands company with its registered
office at Rawlin Son & Hunter, Attn: Alan Milgate, 1 Capital Place, P.O.
Box 1787 GT, Grand Cayman, Cayman Islands B.W.1;
	 	 	 
	19.	 	
Framtidsfabriken AB (publ), Reg. No. 556528-6886, a company incorporated
under Swedish law with its principal place of business at Drottninggatan
33, Stockholm, Sweden;
	 	 	 
	20.	 	
Intel Atlantic Inc., a company incorporated under the laws of the state
of Delaware, USA, with its principal place of business at 2200 Mission
College Boulevard, Santa Clara, California 95052-



 






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8119, USA/ Intel Corporation, Att: Eddie Lee, 2200 Mission College BLVD,
Santa Clara CA 98052, USA;
	 	 	 
	21.	 	
Originators Investment Plan L.P. c/o Morgan Stanley, Att. James Keane,
1585 Broadway, 35th Floor, New York, NY 10036, USA;
	 	 	 
	22.	 	
Morgan Stanley Dean Witter Equity Funding Incorporated, c/o Morgan
Stanley, Att. James Keane, 1585 Broadway, 35th Floor, New York, NY 10036,
USA;
	 	 	 
	23.	 	
Morgan Stanley & Co. Incorporated, c/o Morgan Stanley, Att. James Keane,
1585 Broadway, 35th Floor, New York, NY 10036, USA;
	 	 	 
	24.	 	
Secura Int. Services Ltd., a company established under the laws of
Alderney, with its registered address at Century House, 12 Victoria
Street, Alderney, Channel Islands, GY93UF, Great Britain / St Peter Port,
Helvetia Court, Guernsey, Channel Island GY 14EE, , Great Britain;
	 	 	 
	25.	 	
AB Novestra (publ), Reg. No. 556539-7709, a company incorporated under
Swedish law with its principal place of business at Norrlandsgatan 16,
Stockholm, Sweden;
	 	 	 
	26.	 	
Jonas Birgersson, Stora Fiskaregatan 15 A, 222 24 Lund, Sweden;
	 	 	 
	27.	 	
Jan Nilsson, Gävlegatan 9, 113 30 Stockholm, Sweden;
	 	 	 
	28.	 	
Jan Erik Fiske, Rödabergsgatan 11A, 3tr, 113 33 Stockholm, Sweden;
	 	 	 
	29.	 	
Peter Ekelund, PL 5857, Olastorp, 269 95 Båstad, Sweden;
	 	 	 
	30.	 	
Johan Ekelund, Ulrikagatan 11, 115 23 Stockholm, Sweden/Gyllenstiernsgatan
15, 5tr, 115 26 Stockholm, Sweden;
	 	 	 
	31.	 	
Fredrik Ekelund, Ulrikagatan 11, 115 23 Stockholm, Sweden/Gyllenstiernsgatan
15, 5tr, 115 26 Stockholm, Sweden;
	 	 	 
	32.	 	
Maria Ekelund, Ulrikagatan 11, 115 23 Stockholm, Sweden/Gyllenstiernsgatan
15, 5tr, 115 26 Stockholm, Sweden;
	 	 	 
	33.	 	
Mattias Söderhielm, Grubbensringen 21, 3tr 14, 112 69 Stockholm, Sweden;
	 	 	 
	34.	 	
Johan Edfeldt, Hammarbacken 8, 182 35 Danderyd, Sweden;
	 	 	 
	35.	 	
Fredrik Grunwald, Herrviksvägen 21, 139 40 Värmdö, Sweden;
	 	 	 
	36.	 	
Lars Lindgren, 40, Rue des Sablons, 787 50 Mareil-Marly, France;
	 	 	 
	37.	 	
Martin Gemvik, Auravägen 35, 3 tr, 182 68 Djursholm, Sweden/ Törnrosvägen
17, 182 75 Stocksund, Sweden;
	 	 	 
	38.	 	
Sture Lundén, Östra Ågatan 9, 4tr, 753 22 Uppsala, Sweden;
	 	 	 
	39.	 	
Per-Henrik Norhagen, Villagatan 10, 114 32 Stockholm, Sweden;
	 	 	 
	40.	 	
Peter Svanfeldt, Alvägen 31, 191 33 Sollentuna, Sweden / Banérgatan 4,
4tr, 114 56 Stockholm, Sweden;
	 	 	 
	41.	 	
Lars-Åke Norling, Förrådsgatan 8, 4tr, 169 39 Solna, Sweden;
	 	 	 
	42.	 	
Jan Morten Ruud, Robertsviksvägen 21, 182 35 Danderyd, Sweden;
	 	 	 
	43.	 	
Nils Petter Tetlie, Eriksbergsgatan 13, 114 30 Stockholm, Sweden;
	 	 	 
	44.	 	
Finn Terje Schöyen, Pareliusv 5E, 1177 Oslo, Norway;
	 	 	 
	45.	 	
Harald Nordstrand, Ankerveien 43, 0785 Oslo, Norway;
	 	 	 
	46.	 	
Trond Fossum, c/o Bredbandsbolaget, Box 7394, 103 91 Stockholm;
	 	 	 
	47.	 	
Jadar Dokka, Hagaveien 18A, 0980 Oslo; Norway;
	 	 	 
	48.	 	
Ivar Vebostad, Tryggve Nilsens Vei 39, 1061 Oslo, Norway;
	 	 	 
	49.	 	
Geir Ove Jensen, Nordlysveien 7, 0489 Oslo, Norway;
	 	 	 
	50.	 	
Wireless Competence Center B.V., Postbus 741, 1000 AS Amsterdam, The
Netherlands;
	 	 	 
	51.	 	
Moa Söderhielm, Grubbensringen 21, 3tr 14, 112 69 Stockholm;
	 	 	 
	52.	 	
Broadband Internet Group BV, Klosenkamp 4, 7591 WN Denekamp, The
Netherlands; and
	 	 	 
	53.	 	
Anne Nilsson, Gävlegatan 9, 3tr, 113 30 Stockholm, Sweden.



 






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SCHEDULE 2



NTL B2 Securities




	 	 	 	 	 	 	 	 	 	 	 
	 	 	VPC-code	 	Number	 	Owner	 	VPC Registered Holder
	 	 	
	 	
	 	
	 	

	Shares	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Common Shares	 	
AKA
	 	 	76,558,016	 	 	NTL Delaware
	 	NTL Sweden SPV Inc.

(blocked VP-account)
	 	 	 	 	 	 	 	 	 	 	 
	Preferred B Shares	 	
AKPRB
	 	 	90,973,331	 	 	NTL Delaware
	 	NTL Sweden SPV Inc.

(blocked VP-account)
	 	 	 	 	 	 	 	 	 	 	 
	Preferred C Shares	 	
AKPRC
	 	 	7,036,929	 	 	NTL Delaware
	 	NTL Sweden SPV Inc.

(blocked VP-account)
	 	 	 	 	 	 	 	 	 	 	 
	Warrants	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Preferred B Warrants	 	
TO 8 PRB
	 	 	9,097,332	 	 	NTL Delaware
	 	Nogenta Swedish
Acquisition 
Holding
B.V.
	 	 	 	 	 	 	 	 	 	 	 
	Preferred B Warrants	 	
TO 9 PRB
	 	 	9,097,332	 	 	NTL Delaware
	 	Nogenta Swedish
Acquisition 
Holding
B.V.
	 	 	 	 	 	 	 	 	 	 	 
	Preferred B Warrants	 	
TO 10 PRB
	 	 	9,097,332	 	 	NTL Delaware
	 	Nogenta Swedish
Acquisition
 Holding
B.V.
	 	 	 	 	 	 	 	 	 	 	 
	Preferred C Warrants	 	
TO 11 PRC
	 	 	703,693	 	 	NTL Delaware
	 	Nogenta Swedish
Acquisition 
Holding
B.V.
	 	 	 	 	 	 	 	 	 	 	 
	Preferred C Warrants	 	
TO 12 PRC
	 	 	703,693	 	 	NTL Delaware
	 	Nogenta Swedish
Acquisition
 Holding
B.V.
	 	 	 	 	 	 	 	 	 	 	 
	Preferred C Warrants	 	
TO 13 PRC
	 	 	703,693	 	 	NTL Delaware
	 	Nogenta Swedish
Acquisition
 Holding
B.V.



 






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SCHEDULE 3

INTERPRETATION



In this Agreement:


“Affiliate” shall have the meaning set forth in the Shareholders’ Agreement;


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


“Common Shares” means the series A shares, par value SEK 0.01 per share, of B2
Bredband;


“Completion” means completion of the transfer of the NTL B2 Securities in
accordance with this Agreement;


“Preferred B Shares” means the series B preferred shares, par value SEK 0.01
per share, of B2 Bredband;


“Preferred B Warrants” means the detachable warrants in three series to
subscribe for new Preferred B Shares in B2 Bredband, with VPC code TO 8 PRB, TO
9 PRB and TO 10 PRB, respectively, in the VPC System, issued as anti-dilution
protection for the Preferred B Shares issued under the Investment Agreement;


“Preferred C Shares” means the series C preferred shares, par value SEK 0.01
per share, of B2 Bredband;


“Preferred C Warrants” means the detachable warrants in three series to
subscribe for new Preferred C Shares in B2 Bredband, with VPC code TO 11 PRC,
TO 12 PRC and TO 13 PRC, respectively, in the VPC System, issued as
anti-dilution protection for the Preferred C Shares issued under the Investment
Agreement;


“Preferred Shares” means the Preferred B Shares and the Preferred C Shares;


“Preferred Warrants” means the Preferred B Warrants and the Preferred C
Warrants;


“Shares” means the Common Shares and the Preferred Shares. The term “Share”,
when used in this Agreement shall, where the contexts permits, include the
Preferred Warrant stapled to such Share;


“VPC” means VPC AB; and


“VPC System” means the Swedish Securities System maintained by (VPC AB).


 






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SCHEDULE 4

THE FUNDING COMMITMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	shares as per	 	Tranche A	 	Tranche B	 	total Loan
	Name	 	7-apr-03	 	(SEK)	 	(SEK)	 	(SEK)
	
	 	
	 	
	 	
	 	

	B2 Partners, LLC
	 	 	84,882,669	 	 	 	66,666,667	 	 	 	50,000,000	 	 	 	116,666,667	 
	Investor Growth Capital Ltd.
	 	 	74,387,395	 	 	 	46,666,667	 	 	 	35,000,000	 	 	 	81,666,668	 
	Carlyle Europe Partners L.P.
	 	 	48,253,182	 	 	 	39,299,805	 	 	 	29,474,854	 	 	 	68,774,659	 
	Investor Group L.P
	 	 	31,880,311	 	 	 	19,999,999	 	 	 	15,000,000	 	 	 	34,999,999	 
	Carlyle Capital Coinvestments L.P.
	 	 	11,499,547	 	 	 	9,365,806	 	 	 	7,024,355	 	 	 	16,390,161	 
	Carlyle Venture Partners L.P.
	 	 	10,543,964	 	 	 	8,587,532	 	 	 	6,440,649	 	 	 	15,028,181	 
	C/M Europe Partners, L.P.
	 	 	3,403,385	 	 	 	2,771,887	 	 	 	2,078,915	 	 	 	4,850,802	 
	C/S Venture Investors L.P.
	 	 	2,200,968	 	 	 	1,792,578	 	 	 	1,344,434	 	 	 	3,137,012	 
	Carlyle Europe Coinvestment L.P.
	 	 	1,824,234	 	 	 	1,485,747	 	 	 	1,114,311	 	 	 	2,600,058	 
	Carlyle Venture Coinvestment, LLC
	 	 	1,642,011	 	 	 	1,337,336	 	 	 	1,003,002	 	 	 	2,340,338	 
	Carlyle U.S. Venture Partners, L.P.
	 	 	1,398,448	 	 	 	1,138,966	 	 	 	854,225	 	 	 	1,993,191	 
	C/D Europe Partners, L.P.
	 	 	1,089,089	 	 	 	887,009	 	 	 	665,256	 	 	 	1,552,265	 
	 
	 	 	
	 	 	 	
	 	 	 	
	 	 	 	
	 
	TOTAL
	 	 	273,005,203	 	 	 	200,000,000	 	 	 	150,000,000	 	 	 	350,000,000	 
	 
	 	 	
	 	 	 	
	 	 	 	
	 	 	 	
	 



 






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SCHEDULE 6

APPLICATION FORM




	 	 	 
		 	
This Application Form shall be submitted to:

B2 Bredband AB (publ)

att. Hans Ragnhäll

By mail: P.O. Box 47645, SE-117 43 Stockholm

or by fax: +46 8 549 046 08



APPLICATION FORM PURCHASE OF NTL B2 SECURITIES



On the terms and conditions of the Agreement relating to the transfer of
certain securities in B2 Bredband AB (publ) dated 30 April 2003 (the
“Settlement Agreement”), Exhibit 1, the Holders (as defined in the
Settlement Agreement) are entitled to receive NTL B2 Securities through
this Application Form. Defined terms used herein shall have the same
meaning as in the Settlement Agreement.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	APPLICATION TO
	 	 	 	 	 	 	 	 	RECEIVE THE
	 	 	 	 	 	 	 	 	FOLLOWING 
	 	 	                Pro Rata Right                  	 	Maximum Number	 	NUMBER OF SHARES
		 	
	 	 		 	 	 
	Common Shares	 	
See Schedule 5
	 	 	76 558 016	 	 	 _______________
	 	 	
 
	 	 	 	 	 	+

	 	 	 	 	 	 	 	 	 
	Preferred B Shares*	 	
See Schedule 5
	 	 	90 973 331	 	 	 _______________


	 	 	
 
	 	 	 	 	 	+


	 	 	 	 	 	 	 	 	 
	Preferred C Shares*	 	
See Schedule 5
	 	 	7 036 929	 	 	 _______________
	 	 	 	 	 	 	 	 	=
	 	 	 	 	 	 	 	 	 
	Total Shares	 	
See Schedule 5
	 	 	174 568 276	 	 	 _______________
	 	 	 	 	 	 	 	 	x
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	USD Transfer Amount

per Share	 	 	 	 	 	 	 	
0.00416
	 	 	 	 	 	 	 	 	=
	 	 	 	 	 	 	 	 	 
	Total USD Transfer
Amount to be paid
by Holder	 	 	 	 	 	 	 	 _______________






	*	 	To be transferred together with stapled anti-dilution warrants as set
forth in the Settlement Agreement.



	 	 	 
	 	 	
The Total USD Transfer Amount shall be paid to the

following USD bankaccount: 5936-82 017 14 (SEB)

Swiftcode: ESSESESS with name/company name of

Holder as reference. PLEASE NOTE THAT SEK

AMOUNTS WILL NOT BE ACCEPTED!





 






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Completed Acceptance Form must be received by B2 Bredband and payment of
the Total USD Transfer Amount must have been received in the above bank
account not later than 23 May 2003.


The NTL B2 Securities that are allocated on Completion to the Holder shall
be registered in the following VP-account. Please note that the account
must be in the name of the Holder and cannot be a custodian account (Sw:
Värdepappersdepå), it must be a VP account)


0     0
    0     -      -



Please note the bank account (and the refund currency desired) for
repayment of any unallocated funds (less any bank transfer fees) to be made
after Completion:


	 	 	 
	Bank		 
	 		

	 	 	 
	Account 
 number		 
	 		

	 	 	 
	Currency		 
	 		





The undersigned Holder acknowledges and agrees that:



	 	 	 
	-	 	
This application is binding and cannot be revoked once the Application
Form has been submitted to B2 Bredband.
	 	 	 
	-	 	
The allocation of the NTL B2 Securities is subject to Completion.
	 	 	 
	-	 	
Any allocation to the Holder in excess of its Pro Rata Right is
subject to other Holders not applying for their Pro Rata Right.
	 	 	 
	-	 	
Any funds received in the above bank account to which no allocation is
made on Completion (e.g. un-allocated Over Subscriptions or
Non-Eligible Applications) will be returned (less any bank transfer
fees) to the sender as soon as possible after Completion.
	 	 	 
	-	 	
As set forth in the Settlement Agreement I/we hereby authorise B2
Bredband to undertake on my/our behalf any act or measure necessary in
order to execute the allocation of the NTL B2 Securities on
Completion.
	 	 	 
	-	 	
Incomplete or improperly completed Application Forms, or late
Application Forms, may be disregarded.
	 	 	 
	-	 	
By signature of this Application Form the applicant automatically
becomes a party to the Settlement Agreement, irrespective of any
purchase of NTL B2 Securities, and the applicant undertakes and
covenants with all the other parties to the Settlement Agreement to
undertake all obligations of a party and Participating Holder under
the Settlement Agreement, as applicable.
	 	 	 
	-	 	
The complete terms and conditions for purchase of the NTL B2
Securities are set forth in the Settlement Agreement.
	 	 	 
	-	 	
This Application Form may not be used by Holders that wish to transfer
any part of their Pro Rata Right (together with a proportionate part
of any Over Subscription). A Holder that wishes to transfer its Pro
Rata Right (together with a proportionate part of any Over
Subscription) as set forth in the Settlement Agreement, shall
immediately and not later than 16 May 2003 contact Mr. Hans Ragnhäll
at e-mailaddress: hans.ragnhall@bredband.com or by fax: +46 8 549 046
08 in order to receive a specific application form for such transfer.







	Place:

      	

      	Date:

      	

      	

      
	

      	
      


      	

      	
      


      	

      





Signature:





Signature Clarification:

 






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SCHEDULE 8



SETTLEMENT B2 PARTNERS - ASSIGNMENT OF PRO RATA RIGHT



     The
undersigned, _____________ , a ____________ 
corporation (“Assignor”), a shareholder in B2 BREDBAND AB (publ), Reg. No.
556557-5825, a Swedish limited liability company with its registered address at
Årstaängsvägen 21B, SE-11743, Stockholm, Sweden (“B2 Bredband”), is or will be,
a signatory to the agreement dated 30 April 2003 by and among B2 Bredband and
certain of its shareholders relating to, inter alia, sale of NTL’s securities
in B2 Bredband (the “Agreement”), hereby assigns, transfers and sets over to B2
Partners, LLC, a Delaware limited liability company (“Assignee”), effective as
of the date hereof the portion of Assignor’s right, title and interest in and
to the Pro Rata Right (as such term is defined in the Agreement) specified in
Exhibit A granted or to be granted to Assignor in shares of the capital stock
of B2 Bredband, pursuant to the terms of the Agreement (the “Pro Rata Right”)
together with the proportionate part of the Over Subscription (as such term is
defined in the Agreement) made by Assignor, as further detailed in Exhibit A,
relating to the Pro Rata Right (the “Over Subscription”).


     This Assignment is made in conjunction with the execution and delivery of
Assignor’s Subscription Agreement for B2 Partners and acceptance thereof by B2
Partners.


     The undersigned covenants that it has complied with Section 3.04 of the
Shareholders’ Agreement.



	 	 	 
	 	 	
[                               ]
	 
	By:	 	 
	 	 	

	 	 	Name:
	 	 	Title:
	 	 	Date:



ACCEPTANCE



     The undersigned, B2 Partners, LLC a Delaware limited liability company,
the Assignee described in the above and foregoing Assignment of the Pro Rata
Right and the Over Subscription, does hereby accept such Assignment and agrees
to be bound by all of the terms, covenants and conditions contained in the
Agreement with respect to the Pro Rata Right and the Over Subscription, as of,
from and after the effective date set forth above. Furthermore, the undersigned
hereby agrees to be bound by Shareholder’s Agreement.


                                                                        B2 Partners, LLC


 






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	By:	 	AIM Telecom, LLC,

its Manager
	 	 	
 





	 	 	By:	 
	 	 	
	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	Date:	 










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SCHEDULE 9



SETTLEMENT B2 PARTNERS - INSTRUCTION LETTER



[Letterhead of B2 Partners, LLC]



NTL (Delaware) Inc.

NTL Sweden SPV Inc.

110 East 59th Street

New York, NY 10022


Ladies and Gentlemen:



     Reference is made to the agreement dated 30 April 2003 by and among B2
Bredband AB (publ), Reg. No 556557-5825, a Swedish limited liability company
(“B2 BREDBAND”) and certain key shareholders of B2 BREDBAND relating to, inter
alia, sale of NTL’s securities in B2 BREDBAND (the “Agreement”).


     The undersigned, B2 Partners, LLC (“B2 Partners”), as an assignee of the
Pro Rata Rights (as such term is defined in the Agreement) and Over
Subscriptions (as such term is defined in the Agreement) allocated to B2
Partners under the Agreement, listed on Exhibit B hereto (the “Exercisable
Rights”) hereby instructs NTL (Delaware) Inc. (“NTL”) in connection with its
exercise of the Exercisable Rights, and the submission by B2 Partners of all
documentation required in connection therewith pursuant to the Agreement, to
contribute the shares of B2 BREDBAND subject to such exercise to B2 Partners,
as a contribution to the capital of B2 Partners. In exchange therefor, B2
Partners shall issue to NTL  _________________  Class B Participating
Units in B2 Partners.



	 	 
	 
	B2 Partners, LLC

By: AIM Telecom, LLC,

      its Manager




	 	By:	 
	 	
	 
	 	Name:	 
	 	Title:	 
	 	Date:	 









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SCHEDULE 10



NOTIFICATIONS ON NTL INTERNAL TRANSFER



BY FAX

(08-21 28 40)







D. Carnegie AB

Att: [  ]

STOCKHOLM


Transfer Instruction


BACKGROUND


NTL (Delaware) Inc (formerly NTL Incorporated)., with its principal office at
110 East 59th Street, New York, NY 10022, USA, has previously held, on its
VP-account no 99585693:



	 	 	 
	(i)	 	
76,558,016 shares of series A issued by B2 Bredband AB (publ),
organisation number 556557-5825 (the “Company”);
	 	 	
 
	(ii)	 	
90,973,331 shares of series B preferred issued by the Company;
	 	 	
 
	(iii)	 	
7,036,929 shares of series C preferred issued by the Company (all shares
referred to in (i)-(iii) jointly referred to as the “NTL B2 Shares”);
	 	 	
 
	(iv)	 	
9,097,332 preferred B warrants issued by the Company under Terms and
conditions for B2 Bredband AB’s warrants 2001/2006:I (code TO 8);
	 	 	
 
	(v)	 	
9,097,332 preferred B warrants issued by the Company under Terms and
conditions for B2 Bredband AB’s warrants 2001/2006:II (code TO 9);
	 	 	
 
	(vi)	 	
9,097,332 preferred B warrants issued by the Company under Terms and
conditions for B2 Bredband AB’s warrants 2001/2006:III (code TO 10)
	 	 	
 
	(vii)	 	
703,693 preferred C warrants issued by the Company under Terms and
conditions for B2 Bredband AB’s warrants 2001/2006:IV (code TO 11);
	 	 	
 
	(viii)	 	
703,693 preferred C warrants issued by the Company under Terms and
conditions for B2 Bredband AB’s warrants 2001/2006:V (code TO 12); and
	 	 	
 
	(ix)	 	
703,693 preferred C warrants issued by the Company under Terms and
conditions for B2 Bredband AB’s warrants 2001/2006:VI (code TO 13) (all
warrants referred to in (iv)-(ix) jointly referred to as the “NTL B2
Warrants”).



All securities referred to in (i) – (ix) above are herein jointly referred to
as “NTL B2 Securities”.


In April 2002, (a) NTL (Delaware) Inc. instructed D. Carnegie AB to transfer
all of the abovementioned NTL B2 Securities from NTL (Delaware) Inc.’s
VP-account (no 99585693) to the VP account of NTL Sweden SPV Inc. (no
000114496099) and (b) NTL Sweden SPV Inc. instructed D. Carnegie AB to transfer
all of the abovementioned NTL B2 Securities from NTL Sweden SPV

 






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Inc’s VP-account (no 000114496099) to the VP account of Nogenta Swedish
Acquisition Holding B.V.’s VP-account (no 000114495785).


However, given that the Company did not approve of such transfers and given
that the articles of association of the Company contains a pre-emption clause,
the NTL B2 Shares were placed at a blocked VP account in the name of NTL Sweden
SPV Inc, whereas the NTL B2 Warrants were registered at to the VP account of
Nogenta Swedish Acquisition Holding B.V.’s VP-account (no 000114495785).


Subsequent thereto, Nogenta Swedish Acquisition Holding B.V. has transferred
all of its NTL B2 Securities to NTL Sweden SPV Inc and NTL Sweden SPV Inc has
transferred the same NTL B2 Securities to NTL (Delaware) Inc.


INSTRUCTIONS



(A) NTL B2 Shares


(A.1) NTL Sweden SPV Inc. irrevocably instructs D. Carnegie AB to transfer all
of the abovementioned NTL B2 Shares from NTL Sweden SPV Inc’s VP-account (no
000114496099) to the VP account of Nogenta Swedish Acquisition Holding B.V.’s
VP-account (no 000114495785).


(A.2) Nogenta Swedish Acquisition Holding B.V. irrevocably instructs D.
Carnegie AB to transfer all of the abovementioned NTL B2 Shares from Nogenta
Swedish Acquisition Holding B.V.’s VP-account (no 000114495785) to NTL
(Delaware) Inc.’s VP-account (no 99585693).


(B) NTL B2 Warrants



Nogenta Swedish Acquisition Holding B.V. irrevocably instructs D. Carnegie AB
to transfer all of the abovementioned NTL B2 Warrants from Nogenta Swedish
Acquisition Holding B.V.’s VP-account (no 000114495785) to NTL (Delaware)
Inc.’s VP-account (no 99585693).


All instructions above shall be executed by D. Carnegie AB promptly upon
receipt of this Transfer Instruction.


CONSENT BY THE COMPANY



The Company will provide the necessary consents to effect the registrations in
(A) above.


Confirmation of the registration measures shall be sent to Marcus Johansson of
Gernandt & Danielsson Advokatbyrå AB (fax no 08-662 61 01) with a copy to Hans
Ragnhäll, B2 Bredband AB (publ) (fax no 08-549 046 08) not later than 6 May
2003.




30 April, 2003



	 	 	 
	NTL (DELAWARE) INC	 	
NTL SWEDEN SPV INC




	 	 	 
	BY:   /s/ Jeff
Wyman	 	
BY:   /s/ Jeff Wyman



NOGENTA SWEDISH ACQUISITION

HOLDING BV



BY:   /s/ Jeff Wyman