<PAGE>   1
                                NTL INCORPORATED



                                 $1,200,000,000


                 5-3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2009



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


                                    INDENTURE

                          Dated as of December 22, 1999


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

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

                            The Chase Manhattan Bank

                                     Trustee

                            ------------------------
<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                <C>
ARTICLE I........................................................................................................  1
   Section 1.01   Definitions....................................................................................  1
   Section 1.02   Other Definitions..............................................................................  8
   Section 1.03   Incorporation by Reference of Trust Indenture Act..............................................  9
   Section 1.04   Rules of Construction..........................................................................  10
ARTICLE II. THE NOTES............................................................................................  10
   Section 2.01   Form and Dating................................................................................  10
   Section 2.02   Execution and Authentication...................................................................  12
   Section 2.03   Registrar and Paying Agent.....................................................................  12
   Section 2.04   Paying Agent to Hold Money in Trust............................................................  13
   Section 2.05   Holder Lists...................................................................................  13
   Section 2.06   Transfer and Exchange..........................................................................  13
   Section 2.07   Replacement Notes..............................................................................  18
   Section 2.08   Outstanding Notes..............................................................................  18
   Section 2.09   Treasury Notes.................................................................................  19
   Section 2.10   Temporary Notes; Global Notes..................................................................  19
   Section 2.11   Cancellation...................................................................................  20
   Section 2.12   Defaulted Interest.............................................................................  20
ARTICLE III. REDEMPTION..........................................................................................  20
   Section 3.01   Notices to Trustee.............................................................................  20
   Section 3.02   Selection of Notes to Be Redeemed..............................................................  20
   Section 3.03   Notice of Redemption...........................................................................  21
   Section 3.04   Effect of Notice of Redemption.................................................................  22
   Section 3.05   Deposit of Redemption Price....................................................................  22
   Section 3.06   Notes Redeemed in Part.........................................................................  22
   Section 3.07   Optional Redemption and Optional Tax Redemption................................................  22
   Section 3.08   Mandatory Redemption...........................................................................  22
   Section 3.09   Purchase Offer.................................................................................  22
ARTICLE IV. COVENANTS............................................................................................  25
   Section 4.01   Payment of Notes...............................................................................  25
   Section 4.02   Reports........................................................................................  25
   Section 4.03   Compliance Certificate.........................................................................  25
   Section 4.04   Stay, Extension and Usury Laws.................................................................  26
   Section 4.05   Corporate Existence............................................................................  26
   Section 4.06   Taxes..........................................................................................  26
   Section 4.07   Change of Control..............................................................................  27
   Section 4.08   Payment of Additional Amounts..................................................................  27
ARTICLE V. CONVERSION............................................................................................  28
   Section 5.01   Conversion Privilege...........................................................................  28
   Section 5.02   Conversion Procedure...........................................................................  28
   Section 5.03   Fractional Shares..............................................................................  29
   Section 5.04   Taxes on Conversion............................................................................  29
   Section 5.05   Company to Provide Stock.......................................................................  29
   Section 5.06   Adjustment of Conversion Price.................................................................  30
   Section 5.07   No Adjustment..................................................................................  33
   Section 5.08   Other Adjustments..............................................................................  33
   Section 5.09   Adjustments for Tax Purposes...................................................................  33
   Section 5.10   Notice of Adjustment...........................................................................  34
   Section 5.11   Notice of Certain Transactions.................................................................  34
</TABLE>
<PAGE>   3
<TABLE>
<S>                                                                                                                <C>
   Section 5.12   Effect of Reclassifications, Consolidations, Mergers or Sales on Conversion
                  Privilege......................................................................................  34
   Section 5.13   Trustee's Disclaimer...........................................................................  35
ARTICLE VI. SUBORDINATION........................................................................................  35
   Section 6.01   Agreement to Subordinate and Ranking...........................................................  35
   Section 6.02   No Payment on Notes if Senior Debt in Default..................................................  36
   Section 6.03   Distribution on Acceleration of Notes; Dissolution and Reorganization;
                  Subrogation of Notes...........................................................................  37
   Section 6.04   Reliance by Senior Debt on Subordination Provisions............................................  40
   Section 6.05   No Waiver of Subordination Provisions..........................................................  40
   Section 6.06   Trustee's Relation to Senior Debt..............................................................  41
   Section 6.07   Other Provisions Subject Hereto................................................................  41
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..............................................................................  43
   Section 8.01   Events of Default..............................................................................  43
   Section 8.02   Acceleration...................................................................................  45
   Section 8.03   Other Remedies.................................................................................  45
   Section 8.04   Waiver of Past Defaults........................................................................  46
   Section 8.05   Control by majority............................................................................  46
   Section 8.06   Limitation on Suits............................................................................  46
   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...............................................................  47
   Section 8.10   Priorities.....................................................................................  47
   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...................................................................  49
   Section 9.04   Trustee's Disclaimer...........................................................................  49
   Section 9.05   Notice of Defaults.............................................................................  49
   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 Company..............................................  52
ARTICLE X. DISCHARGE OF INDENTURE................................................................................  52
   Section 10.01  Termination of Company's Obligations...........................................................  52
   Section 10.02  Repayment to Company...........................................................................  52
ARTICLE XI. AMENDMENTS, SUPPLEMENTS AND WAIVERS..................................................................  53
   Section 11.01  Without Consent of Holders.....................................................................  53
   Section 11.02  With Consent of Holders........................................................................  53
   Section 11.03  Compliance with Trust Indenture Act............................................................  54
   Section 11.04  Revocation and Effect of Consents..............................................................  54
   Section 11.05  Notation on or Exchange of Notes...............................................................  55
   Section 11.06  Trustee Protected..............................................................................  55
ARTICLE XII. MISCELLANEOUS.......................................................................................  55
   Section 12.01  Trust Indenture Act Controls...................................................................  55
   Section 12.02  Notices........................................................................................  55
</TABLE>

                                       ii
<PAGE>   4
<TABLE>
<S>                                                                                                                <C>
   Section 12.03  Communication by Holders with Other Holders....................................................  56
   Section 12.04  Certificate and Opinion as to Conditions Precedent.............................................  56
   Section 12.05  Statements Required in Certificate or Opinion..................................................  56
   Section 12.06  Rules by Trustee and Agents....................................................................  56
   Section 12.07  Legal Holidays.................................................................................  57
   Section 12.08  No Recourse Against Others.....................................................................  57
   Section 12.09  Counterparts and Facsimile Signatures..........................................................  57
   Section 12.10  Variable Provisions............................................................................  57
   Section 12.11  Governing Law..................................................................................  58
   Section 12.12  No Adverse Interpretation of Other Agreements..................................................  58
   Section 12.13  Successors.....................................................................................  58
   Section 12.14  Severability...................................................................................  58
   Section 12.15  Table of Contents, Headings, Etc. .............................................................  58
</TABLE>

                                      iii
<PAGE>   5
                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture Act Section                                                                        Indenture Section
---------------------------                                                                        -----------------
<S>                                                                                                         <C>
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.
</TABLE>

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

                                       iv
<PAGE>   6
         INDENTURE, dated as of December 22, 1999, between NTL Incorporated, a
Delaware corporation (the "COMPANY"), 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 Company's 5-3/4% Convertible Subordinated Notes due 2009 (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% 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 Company's Restricted
Subsidiaries to any Person; in either case other than (A) to (w) the Company,
(x) any Wholly Owned Subsidiary, or (y) any Subsidiary which is a Subsidiary of
the Company 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, the Company'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 the Company or any
authorized committee of the Board of Directors.

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

         "BUSINESS DAY" means any day that is not a Legal Holiday.
<PAGE>   7
         "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 (i) the sale, lease or transfer of all or
substantially all of the assets of the Company 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),
(ii) the approval by the requisite stockholders of the Company of a plan of
liquidation or dissolution of the Company, (iii) 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% of the total voting power of all classes of the voting stock of the
Company 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 the Company is substantially the same
immediately after such transaction as it was immediately prior to such
transaction, or (iv) during any period of two consecutive years, individuals who
at the beginning of such period constituted the Company's Board of Directors
(together with any new directors whose election or appointment by such board or
whose nomination for election by the shareholders of the Company 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 the Company's Board of Directors then in office.

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

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

         "COMPLETION" has the meaning given to that term in the Termination
Agreement.

         "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

                                      -2-
<PAGE>   8
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 (i) 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, (ii) 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, (iii)
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 (iv) the
cumulative effect of a change in accounting principles shall be excluded.

         "CWC CONSUMERCO" means the residential cable (including digital
services and development), business cable, indirect residential telephone and
residential Internet businesses of Cable & Wireless Communications plc.

         "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 Nasdaq Stock Market's
National Market (the "NNM"), or if the Common Stock is not then listed on the
NNM, as reported on such national securities exchange upon which the Common
Stock is listed, 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 NNM
or on any national securities exchange, 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.

                                      -3-
<PAGE>   9
         "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 (A) the aggregate of the cash and
value of other consideration paid by the Company 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 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, the principal purpose
of which is 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

                                      -4-
<PAGE>   10
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, Goldman,
Sachs & Co., Donaldson, Lufkin & Jenrette Securities Corporation, Salomon Smith
Barney Inc., Warburg Dillon Read LLC., Chase Securities Inc., Lehman Brothers
Inc., and Wasserstein Perella Securities, 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.

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

         "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 the Company 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 the Company 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 the Company 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 the Company.

         "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,

                                      -5-
<PAGE>   11
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 the Company, nor any Restricted Subsidiary: (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 that (a) at the time
of its designation by the Board of Directors as a Non-Restricted Subsidiary has
not acquired any assets, at any previous time, directly or indirectly from the
Company or any of its 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 the Company is equal to or less than the ratio of
Indebtedness to Annualized Pro Forma EBITDA of the Company immediately preceding
such designation, provided, however, that if the ratio of Indebtedness to
Annualized Pro Forma EBITDA of the Company immediately preceding such
designation is 6:1 or less, then the ratio of Indebtedness to Annualized Pro
Forma EBITDA of the Company may be 0.5 greater than such ratio immediately
preceding such designation; (B) any Subsidiary which (a) has been acquired or
capitalized out of or by Equity Interests (other than Disqualified Stock) of the
Company 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 Board of Directors 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.

         "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 the Company.

         "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 the
Company or the Trustee.

         "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.

                                      -6-
<PAGE>   12
         "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 the Company, all of the foregoing references to "Subsidiary" or
"Subsidiaries" shall be deemed to refer only to a "Restricted Subsidiary" or
"Restricted Subsidiaries" of the Company.

         "PURCHASE AGREEMENT" means the Purchase Agreement, dated as of December
16, 1999, among the Company 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 December 22, 1999,
among the Company and the Initial Purchasers party thereto.

         "RESTRICTED SUBSIDIARY" means any Subsidiary of the Company 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 Securities and Exchange Commission.

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

                                      -7-
<PAGE>   13
         "SENIOR DEBT" means the principal of, interest on and other amounts due
on (i) Indebtedness of the Company, whether outstanding on the date hereof or
hereafter created, incurred, assumed or guaranteed by the Company, for money
borrowed from banks or other financial institutions; (ii) Indebtedness of the
Company, whether outstanding on the date hereof or hereafter created, incurred,
assumed or guaranteed by the Company; and (iii) Indebtedness of the Company
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 the Company, 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: (a) Indebtedness
of or amounts owed by the Company for compensation to employees, or for goods or
materials purchased in the ordinary course of business, or for services; or (b)
Indebtedness of the Company to a Subsidiary of the Company.

         "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
(Section)(Section) 77aaa-77bbbb) as in effect on the date of execution of this
Indenture.

         "TRANSACTION AGREEMENT" means the Transaction Agreement dated as of
July 26, 1999, between Bell Atlantic Corporation, Cable and Wireless plc, Cable
& Wireless Communication plc and the Company, as such agreement may be amended
and restated from time to time.

         "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 the Company.

Section 1.02  Other Definitions.

                                      -8-
<PAGE>   14
<TABLE>
<CAPTION>
                                                             DEFINED
TERM                                                       IN SECTION
----                                                       ----------
<S>                                                        <C>
"ADDITIONAL AMOUNTS".................................         4.08
"AGENT MEMBER".......................................         2.01
"BANKRUPTCY LAW".....................................         8.01
"CEDEL"..............................................         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
"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;

                                      -9-
<PAGE>   15
         "INDENTURE TO BE QUALIFIED" means this Indenture;

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

         "OBLIGOR" on the Notes means the Company 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;

                  (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 Company is subject, if any, or usage (provided that any
such notation, legend or endorsement is in a form acceptable to the Company).
The Company

                                      -10-
<PAGE>   16
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 Company 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 Company pursuant to the
Purchase Agreement.

         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 System
("EUROCLEAR") or Cedelbank, societe anonyme ("CEDEL"), duly executed by the
Company 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.

         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 Company and
authenticated by the Trustee as 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.

                  (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 Company 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

                                      -11-
<PAGE>   17
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
Company, the Trustee and any agent of the Company or the Trustee as the absolute
owner of such Global Note for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent of
the Company 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 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.

Section 2.02      Execution and Authentication.

         One Officer shall sign the Notes for the Company 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 Company signed by an
Officer, 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 $1,200,000,000 except as provided
in Section 2.07.

         The Trustee may appoint an authenticating agent acceptable to the
Company 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
Company or an Affiliate.

Section 2.03      Registrar and Paying Agent.

                                      -12-
<PAGE>   18
         The Company 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 Company initially designates 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 Company 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. If, and so long as, the Notes are listed
on the Luxembourg Stock Exchange, the Company will maintain an additional
Registrar and Paying Agent in Luxembourg. 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
Company may change any Paying Agent, Registrar or Conversion Agent without prior
notice to any Holder. The Company shall notify the Trustee of the name and
address of any Agent not a party to this Indenture. If the Company fails to
appoint or maintain another entity as Registrar, Paying Agent or Conversion
Agent, the Trustee shall act as such. The Company or any of its Affiliates may
act as Paying Agent, Registrar or Conversion Agent.

Section 2.04      Paying Agent to Hold Money in Trust.

         The Company 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 Company in making any such payment. While any such default 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 Company 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 Company or an Affiliate
of the Company) shall have no further liability for the money. If the Company or
an Affiliate of the Company 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 Company 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

                                      -13-
<PAGE>   19
are met. To permit registrations of transfers and exchanges, the Company 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 Company 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 Company 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 Company's Offering Memorandum dated December 16,
         1999.

                  (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 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 Cedel
         account to be credited with such increase and (3) a certificate in the
         form of Exhibit B attached hereto given by

                                      -14-
<PAGE>   20
         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 Cedel,
         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 Cedel, 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 Cedel or the principal Registrar, as the
         case 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

                                      -15-
<PAGE>   21
         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 Company 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 Company 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
         Company, 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 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.

                                      -16-
<PAGE>   22
                  (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 Cedel, 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 Company, 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 Cedel
         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
         Company.

                  (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 Company 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 Company, that neither the legend nor the restrictions on
         transfer set forth therein

                                      -17-
<PAGE>   23
         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 Company,
         shall authenticate and deliver Notes that do not bear the legend.

                  (c) Neither the Company nor the Trustee shall have any
         responsibility for any actions taken or not taken by the Depositary and
         the Company 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 Company shall issue and the Trustee shall authenticate a
replacement Note if the Trustee's and the Company's requirements are met. If
required by the Trustee or the Company, an indemnity bond must be sufficient in
the judgment of both to protect the Company, the Trustee, any Agent or any
authenticating agent from any loss which any of them may suffer if a Note is
replaced. The Company 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
Company pursuant to Article III hereof, the Company in its 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 Company 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 the Company or an Affiliate of the Company holds the Note.

                                      -18-
<PAGE>   24
Section 2.09      Treasury Notes.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company or an Affiliate of the Company 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 Company
         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 Company considers appropriate for
         temporary Notes. Without unreasonable delay, the Company 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 Company 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 Company 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.

                  (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.

                                      -19-
<PAGE>   25
                  (e) In the event of the occurrence of either of the events
         specified in Section 2.10(b), the Company 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 Company 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 Company directs. The
Company may not issue new Notes to replace Notes that it has paid or that have
been delivered to the Trustee for cancellation.

Section 2.12      Defaulted Interest.

         If the Company fails to make a payment of interest on the Notes, it
shall pay such defaulted interest plus any interest payable on the defaulted
interest, in any lawful manner. It 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 Company 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 Company 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 Company elects 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), it
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(a) of the
Notes, such notice shall be accompanied by an Officers' Certificate to the
effect that the conditions to such redemption contained herein have been
complied with. The Company 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 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

                                      -20-
<PAGE>   26
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 Company 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 Company 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 Company shall mail, by first class mail, a notice of redemption to each
Holder whose Notes are to be redeemed at its registered address and, if and so
long as the Notes are listed on the Luxembourg Stock Exchange, publish a notice
of such redemption in a leading newspaper with circulation in Luxembourg. 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.

                                      -21-
<PAGE>   27
         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 the Company will expire.

         At the Company's request, the Trustee shall give notice of redemption
in the Company's name and at its expense; provided that the Company 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 Company shall deposit with the
Trustee or with the Paying Agent money sufficient to pay (i) 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 and
(ii) any Make-Whole Payment required by Section 7(a) of the Notes. The Trustee
or the Paying Agent shall return to the Company 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 Company shall
issue and the Trustee shall authenticate for the Holder at the expense of the
Company 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 Company may redeem all or any portion of the Notes, upon the terms
and at the redemption prices set forth in the Notes. The Company 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 Company shall not be required to make mandatory redemption payments
with respect to the Notes.

Section 3.09      Purchase Offer.

                                      -22-
<PAGE>   28
                  (a) In the event that, pursuant to 4.07 hereof, the Company
         shall commence an offer to all Holders of the Notes to purchase Notes
         (the "PURCHASE OFFER"), the Company shall follow the procedures in this
         Section 3.09.

                  (b) The Purchase Offer shall remain open for a period
         specified by the Company 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 Company 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 Company 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 Company or the
         Trustee (at the expense of the Company) 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 Company defaults 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;

                                      -23-
<PAGE>   29
                  (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 Holder delivered
         for purchase and a statement that such Holder is withdrawing his
         election to have the Note or portion thereof purchased;

                  (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.

         In addition, the notice shall, to the extent permitted by applicable
law, be accompanied by a copy of the information regarding the Company and its
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 the
Company remained a company incorporated in the United States), as the case may
be, which the Company 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 Asset
Sale Offer or the Purchase Offer, as the case may be.

                  (f) On the Purchase Date, the Company 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
         Company 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 Company 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 Company to the Holder thereof. The Company 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.

                                      -24-
<PAGE>   30
                  (g) The Purchase Offer shall be made by the Company 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 Company 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 Company or an Affiliate of the Company) 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 Company 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 Company 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 the Company 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 the Company's 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 the Company 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 Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year of the Company, an Officers' Certificate stating that a
review of the activities of the Company 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 Company has kept, observed,
performed and fulfilled its 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
Company has kept, observed, performed and fulfilled each and every covenant, and
complied with the covenants and conditions contained in this Indenture and is
not

                                      -25-
<PAGE>   31
in default in the performance or observance of any of 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 Company's principal executive officer, principal financial officer or
principal accounting officer.

         The Company 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 Company
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.

         The Company 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 the Company (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, the Company 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 the Company in accordance with the respective organizational documents of
each subsidiary and the rights (charter and statutory), licenses and franchises
of the Company and its subsidiaries; provided, however, that the Company 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 shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and its subsidiaries taken as a
whole and that the loss thereof is not adverse in any material respect to the
Holders. The Company 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.

Section 4.06      Taxes.

                                      -26-
<PAGE>   32
         The Company 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 the Company 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
         Company 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 Company 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 Company is 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 Company 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
Company will pay to the Trustee or the Paying Agent such Additional Amounts. The
Company 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).

                                      -27-
<PAGE>   33
                                   ARTICLE V.
                                   CONVERSION

Section 5.01      Conversion Privilege.

         A Holder of a Note may 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 Company 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, the Company 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 the Company 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 the Company 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 conversion,

                                      -28-
<PAGE>   34
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.

         The Company will not issue fractional shares of Common Stock upon
conversion of a Note. In lieu thereof, the Company 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 the Company, duly executed
by the registered holder thereof or his duly authorized attorney; and provided
further, however, that the Company 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 the Company 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 the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid or is
not applicable.

Section 5.05      Company to Provide Stock.

         The Company 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 the Company 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

                                      -29-
<PAGE>   35
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
satisfactory to the Company 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 the Company 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 the Company 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 the Company 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

                                      -30-
<PAGE>   36
         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 the Common Stock on the record date mentioned below less the
         then fair market value (as determined by the Board of Directors, whose
         determination shall be conclusive evidence of such fair market value
         and described in a Board Resolution) 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 the Company shall
         distribute rights or warrants (other than those referred to in
         subsection (b) above) ("RIGHTS") pro rata to holders of Common Stock,
         the Company 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 the Company 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 the
         Company 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 the Company), 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

                                      -31-
<PAGE>   37
         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 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 the Company 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 the Company) 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").

                                      -32-
<PAGE>   38
                  (g) In any case in which this Section 5.06 shall require that
         an adjustment be made immediately following a record date, the Company
         may elect to defer (but only until five Business Days following the
         filing by the Company 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
         the Company issuable upon such conversion over and above the shares of
         Common Stock and other Capital Stock of the Company 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, the Company 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 a Company 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 the Company 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.

         The Company 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 the Company to its
stockholders will not be taxable to the recipients thereof.

                                      -33-
<PAGE>   39
Section 5.10      Notice of Adjustment.

         Whenever the Conversion Price is adjusted, the Company shall promptly
mail to Holders at the addresses appearing on the Registrar's books a notice of
the adjustment and 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) the Company takes any action which would require an adjustment in
the Conversion Price;

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

         (3) there is a dissolution or liquidation of the Company;

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, the Company 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. The
Company 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 the Company is a party other than a
merger in which the Company 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 the Company as an entirety, then the Company, 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

                                      -34-
<PAGE>   40
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 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 the Company 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 the Company shall execute a supplemental indenture
pursuant to this Section 5.12, the Company 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 the Company 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 the Company'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 the Company is obligated to file with the
Trustee pursuant to Section 5.12 hereof.

                                  ARTICLE VI.
                                 SUBORDINATION

Section 6.01      Agreement to Subordinate and Ranking.

                                      -35-
<PAGE>   41
         The Company, 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 the Company whether outstanding on the date of
this Indenture or hereafter created, incurred, issued or guaranteed by the
Company, where the instrument creating or evidencing such Indebtedness expressly
provides that such Indebtedness ranks pari passu with the Notes.

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 the Company (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 the
Company. 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.

                                      -36-
<PAGE>   42
         In the event that, notwithstanding the provisions of this Section 6.02,
payments are made by or on behalf of the Company 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.

         The Company 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, the Company 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. The Company 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, the Company 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 the Company
upon any dissolution, winding up, liquidation or reorganization of the Company
(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 the Company):

                  (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 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;

                  (2) any payment or distribution of assets of the Company of
         any kind or character, whether in cash, property or securities (other
         than securities of the Company as reorganized or readjusted or
         securities of the Company 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
         Senior Debt (or their representatives(s) or trustee(s)

                                      -37-
<PAGE>   43
         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 the Company of any kind or
         character, whether in cash, property or securities (other than
         securities of the Company as reorganized or readjusted, or securities
         of the Company 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 shall be
subrogated to the rights of the holders of Senior Debt to receive payments or
distributions of cash, property or securities of the Company 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 the Company, its creditors other than the holders of
Senior Debt, and the holders, be deemed to be a payment by the Company 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 the Company and its
creditors other than the holders of Senior Debt, the obligation of the Company,
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 is intended
to or (ii) affect the relative rights of the holders and creditors of the
Company other than holders of Senior Debt or, as between the Company and the
Trustee, the obligations of the Company 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 the Company received upon the exercise of any such remedy.

         Upon distribution of assets of the Company referred to in this Article
VI, the Trustee, subject to the provisions of Section 9.01 hereof, and the
holders shall be entitled to rely upon a

                                      -38-
<PAGE>   44
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 the Company, 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) The Company shall give prompt written notice to the Trustee of any
fact known to the Company 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 the Company 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 the Company 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

                                      -39-
<PAGE>   45
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 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 the Company.

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 the Company or by any act or failure to act, in good faith,
by any such holder, or by any noncompliance by the Company 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

                                      -40-
<PAGE>   46
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 the
Company or any other Person.

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 the Company (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 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.

                                      -41-
<PAGE>   47
                                  ARTICLE VII.
                                   SUCCESSORS

Section 7.01      Merger, Consolidation or Sale of Assets.

         The Company may not consolidate or merge with or into (whether or not
the Company is the surviving corporation), or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its properties or
assets in one or more related transactions to, another corporation, Person or
entity unless:

                  (a) the Company is the surviving corporation or the entity or
         the Person formed by or surviving any such consolidation or merger (if
         other than the Company) 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 the Company) 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 the Company, 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) the Company 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 the Company immediately preceding the transaction; provided,
         however, that if the ratio of Indebtedness to Annualized Pro Forma
         EBITDA of the Company immediately preceding such transaction is 6:1 or
         less, then the ratio of Indebtedness to Annualized Pro Forma EBITDA of
         the Company 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 the Company or its
         Subsidiaries.

         For all purposes of this Indenture, the assignment of the Company's
rights under the Transaction Agreement relating to the acquisition of CWC
ConsumerCo to a holding company of the Company shall be deemed not to be a
disposition of substantially all of the assets of the Company.

                                      -42-
<PAGE>   48
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 the Company in accordance with Section 7.01 hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person has been named as the Company herein; provided, however, that
the predecessor Company 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 Company defaults 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 Company defaults in the payment of the principal of
         any Note when the same becomes due and payable at maturity, upon
         redemption or otherwise;

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

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

                  (e) default (other than any default with respect to (i) any
         bank facility at Completion of the acquisition by the Company of CWC
         ConsumerCo and (ii) the sterling or US dollar denominated bonds of
         Cable & Wireless Communications plc acquired in the acquisition by the
         Company of CWC ConsumerCo) 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 the Company or any
         Restricted Subsidiary (or the payment of which is guaranteed by the
         Company or any Restricted Subsidiary), whether such Indebtedness or
         guarantee now exists or is created after the Issuance Date, which
         default:

                                      -43-
<PAGE>   49
                  (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

                  (iii) 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 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 the Company or any Restricted Subsidiary
         of the Company 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) the Company 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 the Company or any Material
         Subsidiary in an involuntary case;

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

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

                                      -44-
<PAGE>   50

         (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 Company, or the Holders of at least 25% in principal
amount of the then outstanding Notes by notice to the Company and the Trustee,
may declare all the Notes to be due and payable. Upon such 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 Company with
the intention of avoiding payment of the premium that the Company would have had
to pay if the Company then had elected to redeem the Notes pursuant to Section
7(b) 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
Company 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
December 18, 2002, by reason of any willful action (or inaction) taken (or not
taken) by or on behalf of the Company with the intention of avoiding the
restriction on redemption of the Notes on or prior to December 18, 2002,
pursuant to Section 7(a) of the Notes, then the premium payable for purposes of
this paragraph for each of the years ending on December 15 of the years
(December 18, in the case of the year 2002) 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>
                  2000..........................................   105.750%
                  2001..........................................   105.175%
                  2002..........................................   104.600%
</TABLE>


Section 8.03   Other Remedies.


                                      -45-
<PAGE>   51

         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 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.


                                      -46-
<PAGE>   52

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 Company 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.

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 Company, its
creditors or its 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 Company.

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


                                      -47-
<PAGE>   53

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.

                  (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.


                                      -48-
<PAGE>   54

                  (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
         Company. 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 Subsidiary referred to
         in clause (ii) of the definition thereof unless either (1) a Trust
         Officer of the Trustee assigned to its Capital Markets Fiduciary
         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 Company 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 Company 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 Company's use
of the proceeds from the Notes, and it shall not be responsible for any
statement of the Company in the Indenture or any statement in the Notes other
than its authentication or for compliance by the Company with the Registration
Rights Agreement.

Section 9.05  Notice of Defaults.


                                      -49-
<PAGE>   55

         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 (Section) 313(a) if and to the extent required by such
(Section) 313(a). The Trustee also shall comply with TIA (Section) 313(b)(2).
The Trustee shall also transmit by mail all reports as required by TIA (Section)
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
Company shall notify the Trustee when the Notes are listed on any stock
exchange.

Section 9.07  Compensation and Indemnity.

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

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

         To secure the Company's 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.


                                      -50-
<PAGE>   56

         All amounts owing to the Trustee under this Section 9.07 shall be
payable by the Company 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 Company. The Holders of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company. The Company 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
         (Section) 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 Company 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 Company.

         If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company 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 (Section) 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 Company. 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 Company's obligations under


                                      -51-
<PAGE>   57

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 (Section) 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 (Section) 310(b).

Section 9.11  Preferential Collection of Claims Against Company.

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

                                    ARTICLE X
                             DISCHARGE OF INDENTURE

Section 10.01  Termination of Company's Obligations.

         This Indenture shall cease to be of further effect (except that the
Company's 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 Company has paid all sums payable
hereunder.

Section 10.02  Repayment to Company.

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

         The Trustee and the Paying Agent shall pay to the Company 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 Company shall have first caused
notice of such payment to the Company to be mailed to each Holder entitled
thereto no less than 30 days prior to such payment. After payment to the
Company, 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 Company
for payment as general creditors unless any applicable abandoned property law
designates another Person.


                                      -52-
<PAGE>   58

                                   ARTICLE XI
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 11.01  Without Consent of Holders.

         The Company 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 Company 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 Company 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;


                                      -53-
<PAGE>   59

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

                  (h) impair the right to convert the Notes into Common Stock;

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

                  (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 Company 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 Company 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.


                                      -54-
<PAGE>   60

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 Company 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 Company 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 Company 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 Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

         If the Notes are listed on the Luxembourg Stock Exchange, any notice or
communication to the Holders shall also be given by publication in a daily
newspaper with general circulation in Luxembourg.


                                      -55-
<PAGE>   61

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

Section 12.04  Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company 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.


                                      -56-
<PAGE>   62

         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 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 the Company
shall not have any liability for any obligations of the Company 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 the Company.

         The first certificate pursuant to Section 4.03 hereof shall be for the
fiscal year ended on December 31, 1999.

         The reporting date for Section 9.06 hereof is March 15 of each year.
The first reporting date is March 15, 2000.

         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 Company's address is:

                  NTL Incorporated
                  110 East 59th Street, 26th Floor
                  New York, New York 10022


                                      -57-
<PAGE>   63

                  Attention:   Richard J. Lubasch, Esq.
                               Executive Vice President and General Counsel

         The Trustee's address is:

                  The Chase Manhattan Bank
                  450 West 33rd Street
                  New York, New York 10001
                  Attention:        Capital Markets Fiduciary 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 Company 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 Company in this Indenture and the Notes shall
bind its successor. 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.


                                      -58-
<PAGE>   64


                                   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 Company


                                         By: __________________________________
                                             Name:
                                             Title:



                                         THE CHASE MANHATTAN BANK, as Trustee


                                         By: __________________________________
                                             Name:
                                             Title:

<PAGE>   65

                                                                       EXHIBIT A

                         [FORM OF FACE OF INITIAL 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 COMPANY OR ITS 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 COMPANY THAT (A) SUCH SECURITY AND ANY SHARES OF COMMON STOCK
ISSUED UPON CONVERSION HEREOF MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,
ONLY (1) (a) 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


                                      A-1
<PAGE>   66

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 COUNSEL IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY 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>   67

No. ________
                                                                       $ ______

                               CUSIP No. 629407AN7


                  5-3/4% CONVERTIBLE SUBORDINATED NOTE DUE 2009

         NTL Incorporated, a Delaware corporation (the "COMPANY"), promises to
pay to ______________, or registered assigns, the principal sum of
____________________ ($____________ ), [or such other amount as is indicated on
Schedule A hereof,*] on December 15, 2009, 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:       June 15 and December 15, commencing June 15, 2000

Record Dates:          June 1 and December 1

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


                                         Dated: ______________________________

                                         NTL INCORPORATED


                                         by: _________________________________


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the 5-3/4% Convertible Subordinated Notes due 2009 described in
the within-mentioned Indenture.

THE CHASE MANHATTAN BANK, as Trustee


By:______________________________________
         Authorized Officer



--------

*        Applicable to Global Notes only


                                      A-3
<PAGE>   68

                        [FORM OF REVERSE OF INITIAL NOTE]

                                NTL INCORPORATED

                  5-3/4% Convertible Subordinated Note due 2009

         1. Interest. NTL INCORPORATED, a Delaware corporation (the "COMPANY"),
is the issuer of 5-3/4% Convertible Subordinated Notes due 2009 (the "NOTES").
The Notes will accrue interest at a rate of 5-3/4% per annum. The Company
promises to pay interest on the Notes in cash semiannually on each June 15 and
December 15, commencing on June 15, 2000, to Holders of record on the
immediately preceding June 1 and December 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 December 22, 1999. Interest will be computed on the
basis of a 360-day year of twelve 30-day months. The Company 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 December 22, 1999,
among the Company and the Initial Purchasers (the "Registration Rights
Agreement"). Pursuant to the Registration Rights Agreement the Company has
agreed for the benefit of the Holders of the Notes, that (i) it will, at its
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 Securities and Exchange Commission (the "Commission") with
respect to resales of the Notes and the Common Stock issuable upon conversion
thereof, (ii) it will use its best efforts to cause such Shelf Registration
Statement to be declared effective within 255 days after the Closing, and (iii)
it will use its 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 Company fails 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 Company 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 the benefit of any Liquidated Damages unless and until such Holder shall have
furnished to the Company 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


                                      A-4
<PAGE>   69

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 Company 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 the Company becomes, or a successor to the Company 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 the
Company 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 the Company under this Note,
the Company 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 the Company shall not 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 (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


                                      A-5
<PAGE>   70

         beneficial owner of the interest payable on this Note, with a timely
         request of the Company 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 Company pursuant
to this Section 3.

         4. Method of Payment. The Company 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 the
interest payment date. Holders must surrender Notes to a Paying Agent to collect
principal and premium payments. The Company 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 Company, 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


                                      A-6
<PAGE>   71

$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 Company 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 Company may change any Paying Agent, Conversion Agent or Registrar
without prior notice. The Company or any of its Affiliates may act in any such
capacity. If, and so long as, the Notes are listed on the Luxembourg Stock
Exchange, the Company will maintain an additional Registrar and Paying Agent in
Luxembourg.

         6. Indenture. The Company issued the Notes under an Indenture, dated as
of December 22, 1999 (the "INDENTURE"), between the Company 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 Trust Indenture Act of
1939 (15 U.S. Code (Section)(Section) 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 Company limited to $1,200,000,000 in aggregate
principal amount and subordinated in right of payment to all existing and future
Senior Debt of the Company.

         7.  Optional Redemption.

         (a) Provisional Redemption. At any time on or prior to December 18,
2002 (the "PROVISIONAL REDEMPTION DATE"), the Company may redeem the Notes, in
whole or in part (the "PROVISIONAL REDEMPTION"), at the following redemption
prices plus accrued and unpaid interest and Liquidated Damages, if any, thereon
to the applicable redemption date if the Daily Market Price of the Common Stock
equals or exceeds the following trigger percentages of the prevailing Conversion
Price then in effect for at least 20 trading days in any consecutive 30-day
trading period ending on the trading day prior to the date of mailing of the
notice of Provisional Redemption (the "NOTICE DATE"), if called for redemption
in the 12-month period ending on December 15 in the case of 2000 or 2001 and
December 18 in the case of 2002:

<TABLE>
<CAPTION>
                                                                                             TRIGGER      REDEMPTION
                   YEAR                                                                     PERCENTAGE      PRICE
                   ----                                                                     ----------      -----
<S>                                                                                         <C>           <C>
                   2000...............................................                          170%       105.750%
                   2001...............................................                          160%       105.175%
                   2002...............................................                          150%       104.600%
</TABLE>

         Upon any Provisional Redemption, the Company shall make an additional
payment in cash (the "MAKE-WHOLE PAYMENT") with respect to the Notes converted
into Common Stock between the Notice Date and the Provisional Redemption Date to
the Holders thereof as of the applicable Conversion Dates. The Make-Whole
Payment will be equal to the sum of the


                                      A-7
<PAGE>   72

aggregate amount of interest payments that would otherwise have accrued from the
Provisional Redemption Date through December 18, 2002 (the "MAKE-WHOLE PERIOD").

         (b) Subsequent 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 Company at any time after
December 18, 2002, 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 December 15 of the years indicated (or
December 18 in the case of 2002):

<TABLE>
<CAPTION>
                                                                                                 REDEMPTION
                          YEAR                                                                      PRICE
                     --------------                                                               ---------
<S>                                                                                               <C>
                     2002......................................................                   104.025%
                     2003......................................................                   103.450%
                     2004......................................................                   102.875%
                     2005......................................................                   102.300%
                     2006......................................................                   101.725%
                     2007......................................................                   101.150%
                     2008......................................................                   100.575%
                     2009 and after  ............................................                 100.000%
</TABLE>

         8. Optional Tax Redemption. (a) The Notes may be redeemed at the option
of the Company, 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 the
Company 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 the Company would be obliged to pay
such Additional Amounts were a


                                      A-8
<PAGE>   73

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 the Company.

         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 the Company
or the Person into which the Company is merged after the Relevant Date or to
which the Company 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 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.

         The Company 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 and, if and so long as the
Notes are listed on the Luxembourg Stock Exchange, will be published at least 30
days but not more than 60 days before the redemption date in a leading newspaper
with circulation in Luxembourg. 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.


                                      A-9
<PAGE>   74

         10. Mandatory Redemption. The Company will not 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 Company 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 Company 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.

         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 the Company, 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 $135.23
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 Company to purchase such Note may be converted only if the notice of
exercise is withdrawn as provided


                                      A-10
<PAGE>   75

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 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 Company at its written request. After that, Holders of Notes
entitled to the money must look to the Company 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 Company or the Holders of at least 25% in aggregate principal
amount of the then outstanding Notes by notice to the Company 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 Company 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


                                      A-11
<PAGE>   76

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 Company's obligations to
Holders, to make any change that does not adversely affect the rights of any
Holder or 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.

         19. Trustee Dealings with the Company. The Trustee, in its individual
or any other capacity may become the owner or pledgee of the Notes and may
otherwise deal with the Company 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 the Company shall not have any liability for any
obligations of the Company 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 Company 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 Incorporated
               110 East 59th Street, 26th Floor
               New York, New York 10022
               Attention of:  Richard J. Lubasch, Esq.
                              Executive Vice President and General Counsel


                                      A-12
<PAGE>   77

                                 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 Company. 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 Company or any Affiliate
         of the Company, the undersigned confirms that such Notes are being
         transferred:

CHECK ONE BOX BELOW


         (1)  [  ]  to the Company 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 must be guaranteed by a commercial bank, trust company or
         member firm of the New York Stock Exchange


                                      A-13
<PAGE>   78

                                                       ________________________
                                                       Signature

Signature Guarantee*

____________________________
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 Company 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>   79

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note or a portion thereof repurchased
by the Company 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>   80

                               ELECTION TO CONVERT

To 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>   81

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


                                      A-17
<PAGE>   82

                                                                       EXHIBIT B


                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                  FROM RULE 144A GLOBAL NOTE OR RESTRICTED NOTE
                           TO REGULATION S GLOBAL NOTE
           (Transfers pursuant to (Section) 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:    Capital Markets Fiduciary Services

                  Re: NTL Incorporated 5-3/4% Convertible Subordinated Notes due
                      2009 (the "NOTES")

                  Reference is hereby made to the Indenture, dated as December
22, 1999 (the "INDENTURE"), between NTL Incorporated, as Issuer, and The Chase
Manhattan Bank, as Trustee.

                  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. 629407AN7) with the Depositary or (ii) [ ] principal amount of
Restricted Note (CUSIP No. _________) registered, in either case, in the name of
[      ] (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 United States 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, we


                                      B-1
<PAGE>   83

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 Company 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 Incorporated
      110 East 59th Street
      New York, New York  10022
      Attn:  Richard J. Lubasch, Esq.
             Executive Vice President and General Counsel


                                      B-2
<PAGE>   84

                                                                       EXHIBIT C


                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                FROM REGULATION S GLOBAL NOTE OR RESTRICTED NOTE
                            TO RULE 144A GLOBAL NOTE
           (Transfers pursuant to (Section) 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:  Capital Markets Fiduciary Services

                  Re: NTL Incorporated 5-3/4% Convertible Subordinated Notes due
                      2009 (the "NOTES")

                  Reference is hereby made to the Indenture, dated as of
December 22, 1999 (the "INDENTURE"), between NTL Incorporated, as Issuer, 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. ____) with the Depositary or (ii) [ ] principal amount of
Restricted Note (CUSIP No. ______) registered, in each case, in the name of
[      ] (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 United States 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:

cc:   NTL Incorporated
      110 East 59th Street


                                      C-1
<PAGE>   85

      New York, New York  10022
      Attn:  Richard J. Lubasch, Esq.
             Executive Vice President and General Counsel


                                      C-2
<PAGE>   86
                                                                       EXHIBIT D


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

The Chase Manhattan Bank, as Trustee
450 West 33rd Street
New York, New York  10001
Attn:  Capital Markets Fiduciary Services

                  Re: NTL Incorporated 5-3/4% Convertible Subordinated Notes due
2009 (the "NOTES")

                  Reference is hereby made to the Indenture, dated as of
December 22, 1999 (the "INDENTURE"), between NTL Incorporated, as Issuer, 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 [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
      110 East 59th Street
      New York, New York  10022
      Attn:  Richard J. Lubasch, Esq.
             Executive Vice President and General Counsel


                                      D-1
<PAGE>   87

                                                                       EXHIBIT E

                     FORM OF ACCREDITED INVESTOR CERTIFICATE

NTL Incorporated
110 East 59th Street
New York, New York  10022


         We are delivering this letter in connection with our purchase of $
principal amount of 5-3/4% Convertible Subordinated Notes due 2009 (the
"Convertible Notes") of NTL Incorporated, a Delaware corporation (the "Company")
issued pursuant to an indenture, dated December 22, 1999, between the Company
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 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
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
Convertible 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 Convertible Notes, we will acquire Convertible 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 Convertible Notes;

                                    (v) we are not acquiring the Convertible
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


                                      E-1
<PAGE>   88

any accounts for which we are acting as fiduciary shall remain at all times
within our control;

                                    (vi) we have received a copy of the Offering
Memorandum and acknowledge that we have had access to such financial and other
information, and have been afforded the opportunity to ask such questions of
representatives of the Company and receive answers thereto, as we deem necessary
in connection with our decision to purchase the Convertible Notes.

                  We understand that the Convertible Notes are being offered in
         a transaction not involving any public offering within the meaning of
         the Securities Act, that the Convertible 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 Convertible Notes, that the
         Convertible 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-U.S. 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 Company so requests), (ii) to the
         Company 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 Convertible Notes, except upon presentation of evidence
         satisfactory to the Company, as applicable, that the foregoing
         restrictions on transfer have been complied with. We further understand
         that Convertible 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 Convertible 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 Company, 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>   89

         Dated:


                                        ________________________________________
                                        By: ____________________________________

                                        Its: ___________________________________

                                        Address:________________________________
                                                ________________________________


cc:  The Chase Manhattan Bank, as Trustee
     450 West 33rd Street
     New York, New York  10001
     Attn:  Capital Markets Fiduciary Services


                                      E-3