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                                                                    Exhibit 4.15

                                NTL INCORPORATED

                                  $450,000,000

                  12-3/8% SENIOR DEFERRED COUPON NOTES DUE 2008

                                    INDENTURE

                          Dated as of November 6, 1998

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

                            The Chase Manhattan Bank

                                     Trustee

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


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                                TABLE OF CONTENTS



ARTICLE I                                                                    1
   Section 1.01. Definitions                                                 1
   Section 1.02. Other Definitions                                          13
   Section 1.03. Incorporation by Reference of Trust Indenture Act          14
   Section 1.04. Rules of Construction                                      14
ARTICLE II. THE NOTES                                                       15
   Section 2.01. Form and Dating                                            15
   Section 2.02. Execution and Authentication                               17
   Section 2.03. Registrar and Paying Agent                                 17
   Section 2.04. Paying Agent to Hold Money in Trust                        18
   Section 2.05. Holder Lists                                               18
   Section 2.06. Transfer and Exchange                                      18
   Section 2.07. Replacement Notes                                          22
   Section 2.08. Outstanding Notes                                          22
   Section 2.09. Treasury Notes                                             23
   Section 2.10. Temporary Notes; Global Notes                              23
   Section 2.11. Cancellation                                               24
   Section 2.12. Defaulted Interest                                         24
ARTICLE III. REDEMPTION                                                     24
   Section 3.01. Notices to Trustee                                         24
   Section 3.02. Selection of Notes to Be Redeemed                          24
   Section 3.03. Notice of Redemption                                       25
   Section 3.04. Effect of Notice of Redemption                             25
   Section 3.05. Deposit of Redemption Price                                25
   Section 3.06. Notes Redeemed in Part                                     26
   Section 3.07. Optional Redemption and Optional Tax Redemption            26
   Section 3.08. Mandatory Redemption                                       26
   Section 3.09. Asset Sale Offer and Purchase Offer                        26
ARTICLE IV. COVENANTS                                                       29
   Section 4.01. Payment of Notes                                           29
   Section 4.02. Reports                                                    29
   Section 4.03. Compliance Certificate                                     29
   Section 4.04. Stay, Extension and Usury Laws                             30
   Section 4.05. Corporate Existence                                        30
   Section 4.06. Taxes                                                      30
   Section 4.07. Limitations on Liens                                       31
   Section 4.08. Incurrence Of Indebtedness And Issuance Of Preferred Stock 31
   Section 4.09. Restricted Payments                                        33
   Section 4.10. Asset Sales                                                36
   Section 4.11. Transactions with Affiliates                               38
   Section 4.12. Dividends and Other Payment Restrictions Affecting
   Restricted Subsidiaries                                                  39
   Section 4.13. Change of Control                                          40
   Section 4.14. Payment of Additional Amounts                              40
ARTICLE V. SUCCESSORS                                                       41
   Section 5.01. Merger, Consolidation or Sale of Assets                    41


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   Section 5.02. Successor Corporation Substituted                          42
ARTICLE VI. DEFAULTS AND REMEDIES                                           42
   Section 6.01. Events of Default                                          42
   Section 6.02. Acceleration                                               44
   Section 6.03. Other Remedies                                             44
   Section 6.04. Waiver of Past Defaults                                    45
   Section 6.05. Control by majority                                        45
   Section 6.06. Limitation on Suits                                        45
   Section 6.07. Rights of Holders to Receive Payment                       45
   Section 6.08. Collection Suit by Trustee                                 46
   Section 6.09. Trustee May File Proofs of Claim                           46
   Section 6.10. Priorities                                                 46
   Section 6.11. Undertaking for Costs                                      46
ARTICLE VII. TRUSTEE                                                        46
   Section 7.01. Duties of Trustee                                          47
   Section 7.02. Rights of Trustee                                          47
   Section 7.03. Individual Rights of Trustee                               48
   Section 7.04. Trustee's Disclaimer                                       48
   Section 7.05. Notice of Defaults                                         48
   Section 7.06. Reports by Trustee to Holders                             48
   Section 7.07. Compensation and Indemnity                                 48
   Section 7.08. Replacement of Trustee                                     49
   Section 7.09. Successor Trustee by Merger, Etc                           50
   Section 7.10. Eligibility; Disqualification                              50
   Section 7.11. Preferential Collection of Claims Against Company          50
ARTICLE VIII. DISCHARGE OF INDENTURE                                        51
   Section 8.01. Termination of Company's Obligations                       51
   Section 8.02. Option to Effect Defeasance                                51
   Section 8.03. Application of Trust Money                                 52
   Section 8.04. Repayment to Company                                       53
   Section 8.05. Reinstatement                                              53
ARTICLE IX. AMENDMENTS, SUPPLEMENTS AND WAIVERS                             53
   Section 9.01. Without Consent of Holders                                 53
   Section 9.02. With Consent of Holders                                    54
   Section 9.03. Compliance with Trust Indenture Act                        54
   Section 9.04. Revocation and Effect of Consents                          55
   Section 9.05. Notation on or Exchange of Notes                           55
   Section 9.06. Trustee Protected                                          55
ARTICLE X. MISCELLANEOUS                                                    55
   Section 10.01.  Trust Indenture Act Controls                             55
   Section 10.02.  Notices                                                  56
   Section 10.03.  Communication by Holders with Other Holders              56
   Section 10.04.  Certificate and Opinion as to Conditions Precedent       56
   Section 10.05.  Statements Required in Certificate or Opinion            56
   Section 10.06.  Rules by Trustee and Agents                              57
   Section 10.07.  Legal Holidays                                           57
   Section 10.08.  No Recourse Against Others                               57
   Section 10.09.  Counterparts and Facsimile Signatures                    57


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   Section 10.10.  Variable Provisions                                      57
   Section 10.11.  Governing Law                                            58
   Section 10.12.  No Adverse Interpretation of Other Agreements            58
   Section 10.13.  Successors                                               58
   Section 10.14.  Severability                                             58
   Section 10.15.  Table of Contents, Headings, Etc                         59


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                             CROSS-REFERENCE TABLE*

Trust Indenture Act Section                                    Indenture Section

310 (a)(1)                                                              7.10
(a)(2)                                                                  7.10
(a)(3)                                                                  N.A.
(a)(4)                                                                  N.A.
(a)(5)                                                                  7.10
(b)                                                                     7.08,
                                                                        7.10
(c)                                                                     N.A.
311(a)                                                                  7.11
(b)                                                                     7.11
(c)                                                                     N.A.
312 (a)                                                                 2.05
(b)                                                                     10.03
(c)                                                                     10.03
313(a)                                                                  7.06
(b)(1)                                                                  N.A.
(b)(2)                                                                  7.06
(c)                                                                     7.06
(d)                                                                     7.06
314(a)                                                                  4.02
                                                                        4.03,
(b)                                                                     N.A.
(c)(1)                                                                  10.04
(c)(2)                                                                  10.04
(c)(3)                                                                  N.A.
(d)                                                                     N.A.
(e)                                                                     N.A.
(f)                                                                     N.A.
315(a)                                                                  7.01(b)
(b)                                                                     7.05


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(c)                                                                     7.01(a)
(d)                                                                     7.01(c)
(e)                                                                     6.11
316 (a)(last sentence)                                                  2.09
(a)(1)(A)                                                               6.05
(a)(1)(B)                                                               6.04
(a)(2)                                                                  N.A.
(b)                                                                     6.07
(c)                                                                     9.04
317 (a)(1)                                                              6.08
(a)(2)                                                                  6.09
(b)                                                                     2.04
318 (a)                                                                 N.A.

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


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<PAGE>   7

      INDENTURE, dated as of November 6, 1998, 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) of the
Company's 12-3/8% Senior Deferred Coupon Notes due 2008 (the "Initial Notes")
and, if and when issued in exchange for Initial Notes, the Company's 12-3/8%
Series B Senior Deferred Coupon Notes due 2008 (the "Exchange Notes" and,
together with the Initial Notes, the "Notes"):


                                   ARTICLE I.

Section 1.01. Definitions.

      "9 1/2% Notes" means the Company's 9 1/2% Senior Notes due 2008 and the
Company's 9 1/2% Series B Senior Notes due 2008.

      "9 3/4% Notes" means the Company's 9 3/4% Senior Deferred Coupon Notes due
2008 and the Company's 9 3/4% Series B Senior Deferred Coupon Notes due 2008.

      "10% Notes" means the Company's 10% Series B Senior Notes due 2007.

      "10 3/4% Notes" means the Company's 10 3/4% Senior Deferred Coupon Notes
due 2008 and the Company's 10 3/4% Series B Senior Deferred Coupon Notes due
2008.

      "11 1/2% Deferred Coupon Notes" means the Company's 11 1/2% Series B
Senior Deferred Coupon Notes due 2006.

      "11 1/2% Notes" means the Company's 11 1/2% Senior Notes due 2008 and the
Company's 11 1/2% Series B Senior Notes due 2008.

      "12 3/4% Notes" means the Company's 12 3/4% Series A Senior Deferred
Coupon Notes due 2005.

      "Accreted Value" means, as of any date of determination prior to October
1, 2003, with respect to any Note, the sum of (a) the initial offering price
(which is $555.05 per $1000.00 principal amount at maturity of the Notes) of
such Note, and (b) the portion of the excess of the principal amount of such
Note over such initial offering price which shall have been accreted thereon
through such date, such amount to be so accreted on a daily basis at a rate of
12-3/8% per annum of the initial offering price of such Note compounded
semiannually on each April 1 and October 1 from the date of issuance of the Note
through the date of determination, computed on the basis of a 360-day year of
twelve 30-day months.

      "Acquired Debt" means, with respect to any specified Person, Indebtedness
of any other Person (the "Acquired Person") existing at the time such Acquired
Person merged with or into or became a Subsidiary of such specified Person,
including Indebtedness incurred in connection with, or in contemplation of, such
Acquired Person merging with or into or becoming a Subsidiary of such specified
Person.

      "Acquired  Person"  has  the  meaning  specified  in the  definition  of
Acquired Debt.


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      "Adjusted Total Assets" means the total amount of assets of the Company
and its Restricted Subsidiaries (including the amount of any Investment in any
Non-Restricted Subsidiary), except to the extent resulting from write-ups of
assets (other than write-ups in connection with accounting for acquisitions in
conformity with GAAP), after deducting therefrom (i) all current liabilities of
the Company and its Restricted Subsidiaries, and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles, all as calculated in conformity with GAAP. For purposes of this
Adjusted Total Assets definition, (a) assets shall be calculated less applicable
accumulated depreciation, accumulated amortization and other valuation reserves,
and (b) all calculations shall exclude all intercompany items.

      "Adjusted Total Controlled Assets" means the total amount of assets of the
Company and its Cable Controlled Subsidiaries, except to the extent resulting
from write-ups of assets (other than write-ups in connection with accounting for
acquisitions in conformity with GAAP), after deducting therefrom (i) all current
liabilities of the Company and such Cable Controlled Subsidiaries; and (ii) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles of the Company and such Restricted
Subsidiaries, all as calculated in conformity with GAAP; provided that Adjusted
Total Controlled Assets shall be reduced (to the extent not otherwise reduced in
accordance with GAAP) by an amount equal to the aggregate amount of all
Investments of the Company or any such Cable Controlled Subsidiaries in any
Person other than a Cable Controlled Subsidiary, except Cash Equivalents. For
purposes of this Adjusted Total Controlled Assets definition, (a) assets shall
be calculated less applicable accumulated depreciation, accumulated amortization
and other valuation reserves, and (b) all calculations shall exclude all
intercompany items.

      "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 or Paying 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 (provided that the sale, lease, transfer, conveyance or other
disposition of all or substantially all of the assets of the Company shall be
governed by Section 4.13 or 5.01 hereof) 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.


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      "Board of Directors"  means the Board of Directors of the Company or any
authorized committee of the Board.

      "Business Day" means any day that is not a Legal Holiday.

      "Cable Assets" means tangible or intangible assets, licenses (including,
without limitation, Licenses) and computer software used in connection with a
Cable Business.

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

      "Cable Controlled Property" means a Cable Controlled Subsidiary or a Cable
Asset held by a Cable Controlled Subsidiary.

      "Cable Controlled Subsidiary" means any Restricted Subsidiary that is
primarily engaged, directly or indirectly, in one or more Cable Businesses.

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

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

      "Capital Stock Sale Proceeds" means the aggregate net sale proceeds
(including from the sale of any property received for the Capital Stock or the
fair market value of such property, as determined by an independent appraisal
firm) received by the Company or any Subsidiary of the Company from the issue or
sale (other than to a Subsidiary) by the Company of any class of its Capital
Stock after October 14, 1993 (including Capital Stock of the Company issued
after October 14, 1993 upon conversion of or in exchange for other securities of
the Company).

      "Cash Equivalents" means (i) Permitted Currency, (ii) securities issued or
directly and fully guaranteed or insured by the United States government, a
European Union member government or any agency or instrumentality thereof having
maturities of not more than six months and two days from the date of
acquisition, (iii) certificates of deposit and eurodollar time deposits with
maturities of six months or less from the date of acquisition, bankers'
acceptances with maturities not exceeding six months and overnight bank
deposits, in each case with any commercial bank(s) domiciled in the United
States, the United Kingdom, the Republic of Ireland or any other European Union
member having capital and surplus in excess of $500 million, (iv) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clauses (ii) and (iii) entered into with any financial
institution meeting the qualifications specified in clause (iii) above, (v)
commercial paper rated P-1 or the equivalent thereof by Moody's or A-1 or the
equivalent thereof by S & P and in each case maturing within six months and two
days after the date of acquisition and (vi) money market funds at least 95% of
the assets of which constitute Cash Equivalents of the kinds described in
clauses (i)-(v) of this definition.

      "Change of Control" means (i) the sale, lease or transfer of all or
substantially all of the assets of


                                      -9-
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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.

      "Change of Control Triggering Event" means the occurrence of both a Change
of Control and a Ratings Decline.

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

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

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


                                      -10-
<PAGE>   11

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.

      "Convertible Subordinated Notes" means the Company's 7% Convertible
Subordinated Notes issued pursuant to an indenture dated as of June 12, 1996,
between the Company and The Chase Manhattan Bank (formerly known as Chemical
Bank), as trustee.

      "Credit Facility" means the Facilities Agreement, dated October 17, 1997,
between NTL (UK) Group Inc., as principal guarantor, Chase Manhattan plc, as
arranger, Chase Manhattan International Limited, as agent and security trustee
and the Chase Manhattan Bank as issuer, as such Facilities Agreement may be
supplemented, amended, restated, modified, renewed, refunded, replaced or
refinanced, in whole or in part, from time to time in an aggregate outstanding
principal amount not to exceed the greater of (i) (pounds)555 million and (ii)
the amount of the aggregate commitments thereunder as the same may be increased
after March 13, 1998 as contemplated by the Facilities Agreement as amended or
supplemented to March 13, 1998, but in no event greater than (pounds)875
million, less in each case, the aggregate amount of all Net Proceeds of Asset
Sales that have been applied to permanently reduce Indebtedness under the Credit
Facility pursuant Section 4.10 hereof. Indebtedness that may otherwise be
incurred under this Indenture may, but need not, be incurred under the Credit
Facility without regard to the limit set forth in the preceding sentence.
Indebtedness outstanding under the Credit Facility on the date hereof shall be
deemed to have been incurred on such date in reliance on the exception provided
by Section 4.08(b)(i).

      "Cumulative EBITDA" means the cumulative EBITDA of the Company from and
after the Issuance Date to the end of the fiscal quarter immediately preceding
the date of a proposed Restricted Payment, or, if such cumulative EBITDA for
such period is negative, minus the amount by which such cumulative EBITDA is
less than zero; provided, however, that EBITDA of Non-Restricted Subsidiaries
shall not be included.

      "Cumulative Interest Expense" means the aggregate amount of Consolidated
Interest Expense paid, accrued or scheduled to be paid or accrued by the Company
from the Issuance Date to the end of the fiscal quarter immediately preceding a
proposed Restricted Payment, determined on a consolidated basis in accordance
with GAAP.

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

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

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

      "EBITDA" means, for any Person, for any period, an amount equal to (A) the
sum of (i) Consolidated Net Income for such period (exclusive of any gain or
loss realized in such period upon an Asset Sale), plus (ii) the provision for
taxes for such period based on income or profits to the extent such


                                      -11-
<PAGE>   12

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 (excluding any such non-cash item to the
extent that it represents an accrual of or reserve for cash expenses in any
future period or amortization of a prepaid cash expense that was paid in a prior
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).

      "European Union member" means any country that is or becomes a member of
the European Union or any successor organization thereto.

      "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.

      "Existing Indebtedness" means Indebtedness of the Company and its
Subsidiaries in existence on the Issuance Date, until such amounts are repaid,
including, without limitation, the Existing Notes.

      "Existing Notes" means the Old Notes and the Convertible Subordinated
Notes.

      "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 and are applied on a consistent basis.

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

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

      "Indebtedness" means, with respect to any Person, any indebtedness of such
Person, whether or not contingent, in respect of borrowed money or evidenced by
bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof) or representing the balance
deferred and unpaid of the purchase price of any property (including pursuant to
capital leases and sale-and-leaseback transactions) or representing any hedging
obligations under an Exchange Rate Contract or an Interest Rate Agreement,
except any such balance that constitutes an accrued expense or


                                      -12-
<PAGE>   13

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. The
amount of any Indebtedness outstanding as of any date shall be the accreted
value thereof, in the case of any Indebtedness issued with original issue
discount

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

      "Initial Purchasers" means Morgan Stanley & Co. Incorporated, Chase
Securities Inc., Donaldson, Lufkin & Jenrette Securities Corporation and
Goldman, Sachs & Co.

      "Interest Rate Agreement" means, for any Person, any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement, or other
similar agreement, the principal purpose of which is to protect the party
indicated therein against fluctuations in interest rates.

      "Investment Grade" means BBB- or higher by S&P or Baa3 or higher by
Moody's or the equivalent of such ratings by S&P or Moody's. In the event that
the Company shall be permitted to select any other Rating Agency, the equivalent
of such ratings by such Rating Agency shall be used.

      "Investments" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the forms of loans (including
Guarantees), advances or capital contributions (excluding commission, travel and
similar advances and loans, joint property ownership and other arrangements, in
each case, made to officers and employees made in the ordinary course of
business), purchases or other acquisitions for consideration of Indebtedness,
Equity Interests or other securities and all other items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.

      "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.

      "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent or successor statutes) of any
jurisdiction).

      "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 Investment Holdings Limited, NTL Group Limited, CableTel
Surrey Limited, CableTel Cardiff


                                      -13-
<PAGE>   14

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).

      "Monetize" means a strategy with respect to Equity Interests that
generates an amount of cash equal to the fair value of such Equity Interests.

      "Moody's" means Moody's Investors Service, Inc. and its successors.

      "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, 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).

      "Net Proceeds" means the aggregate cash proceeds received by the Company
or any of its Subsidiaries in respect of any Asset Sale, net of the direct costs
relating to such Asset Sale (including, without limitation, legal, accounting
and investment banking fees, and sales commissions) and any relocation expenses
incurred as a result thereof, taxes paid or payable as a result thereof (after
taking into account any available tax credits or deductions and any tax sharing
arrangements), amounts required to be applied to the repayment of Indebtedness
secured by a Lien on the asset or assets the subject of such Asset Sale and any
reserve for adjustment in respect of the sale price of such asset or assets.

      "Non-Controlled Subsidiary" means an entity which is not a Cable
Controlled Subsidiary.

      "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 (other than as specifically permitted by clause (e) of
"Permitted Investments" or Section 4.09 hereof), 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


                                      -14-
<PAGE>   15

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. See Sections 10.04 and 10.05 hereof.

      "Old Notes" means the 12 3/4% Notes, the 11 1/2% Deferred Coupon Notes,
the 10 3/4% Notes, the 10% Notes, the 9 3/4% Notes, the 9 1/2% Notes and the 11
1/2% Notes.

      "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. See Sections 10.04 and 10.05 hereof.

      "Other Qualified Notes" means any outstanding senior indebtedness of the
Company issued pursuant to an indenture having a provision substantially similar
to Section 4.10 hereof (including, without limitation, the 12 3/4% Notes, the 11
1/2% Deferred Coupon Notes, the 10 3/4% Notes, the 10% Notes, the 9 3/4% Notes,
the 9 1/2% Notes and the 11 1/2% Notes).

      "Permitted Acquired Debt" means, with respect to any Acquired Person
(including, for this purpose, any Non-Restricted Subsidiary at the time such
Non-Restricted Subsidiary becomes a Restricted Subsidiary), Acquired Debt of
such Acquired Person and its Subsidiaries in an amount (determined on a
consolidated basis) not exceeding the sum of (x) amount of the gross book value
of property, plant and equipment of the Acquired Person and its Subsidiaries as
set forth on the most recent consolidated balance sheet of the Acquired Person
(which may be unaudited) prior to the date it becomes an Acquired Person and (y)
the aggregate amount of any Cash Equivalents held by such Acquired Person at the
time it becomes an Acquired Person.

      "Permitted Currency" means the lawful currency of the United States or a
European Union member.

      "Permitted Designee" means (i) a spouse or a child of a Permitted Holder,
(ii) trusts for the benefit of a Permitted Holder or a spouse or child of a
Permitted Holder, (iii) in the event of the death or incompetence of a Permitted
Holder, his estate, heirs, executor, administrator, committee or other personal
representative or (iv) any Person so long as a Permitted Holder owns at least
50% of the voting power of all classes of the voting stock of such Person.

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

      "Permitted Investments" means (a) any Investments in the Company or in a
Cable Controlled Property or in a Qualified Subsidiary (including, without
limitation, (i) Guarantees of Indebtedness of the Company, a Cable Controlled
Subsidiary or a Qualified Subsidiary, (ii) Liens securing such Indebtedness


                                      -15-
<PAGE>   16

or Guarantees or (iii) the payment of any balance deferred and unpaid of the
purchase price of any Qualified Subsidiary); (b) any Investments in Cash
Equivalents; (c) Investments by the Company in Indebtedness of a counter-party
to an Exchange Rate Contract for hedging a Permitted Currency exchange risk that
are made, for purposes other than speculation, in connection with such contract
to hedge not more than the aggregate principal amount of the Indebtedness being
hedged (or, in the case of Indebtedness issued with original issue discount,
based on the amounts payable after the amortization of such discount); (d)
Investments by the Company or any Subsidiary of the Company in a Person, if as a
result of such Investment (i) such Person becomes a Cable Controlled Subsidiary
or (ii) such Person is merged, consolidated or amalgamated with or into, or
transfers or conveys substantially all of its assets to, or is liquidated into,
the Company or a Wholly Owned Subsidiary of the Company; and (e) any issuance,
transfer or other conveyance of Equity Interests (other than Disqualified Stock)
in the Company (or any Capital Stock Sale Proceeds therefrom) to a Subsidiary of
the Company.

      "Permitted Liens" means (a) Liens in favor of the Company; (b) Liens on
property of a Person existing at the time such Person is merged into or
consolidated with the Company or any Subsidiary of the Company; provided, that
such Liens were in existence prior to the contemplation of such merger or
consolidation and do not secure any property or assets of the Company or any of
its Subsidiaries other than the property or assets subject to the Liens prior to
such merger or consolidation; (c) liens imposed by law, such as carriers',
warehousemen's and mechanics' liens and other similar liens arising in the
ordinary course of business which secure payment of obligations not more than 60
days past due or are being contested in good faith and by appropriate
proceedings; (d) Liens existing on the Issuance Date; (e) Liens for taxes,
assessments or governmental charges or claims that are not yet delinquent or
that are being contested in good faith by appropriate proceedings promptly
instituted and diligently concluded; provided, that any reserve or other
appropriate provision as shall be required in conformity with GAAP shall have
been made therefor and (f) easements, rights of way, restrictions and other
similar easements, licenses, restrictions on the use of properties or minor
imperfections of title that, in the aggregate, are not material in amount, and
do not in any case materially detract from the properties subject thereto or
interfere with the ordinary conduct of the business of the Company or its
Restricted Subsidiaries.

      "Permitted Non-Controlled Assets" means Equity Interests in any Person
primarily engaged, directly or indirectly, in one or more Cable Businesses if
such Equity Interests (x) were acquired by the Company or any of its Restricted
Subsidiaries in connection with any Asset Sale or any Investment otherwise
permitted under the terms of the Indenture and (y) to the extent that, after
giving pro forma effect to the acquisition thereof by the Company or any of its
Restricted Subsidiaries, Adjusted Total Controlled Assets is greater than 80% of
Adjusted Total Assets based on the most recent consolidated balance sheet of the
Company.

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

      "Preferred Stock" means the 13% Senior Redeemable Exchangeable Preferred
Stock of the Company with an original aggregate liquidation preference of
$100,000,000.

      "Pro Forma EBITDA" means for any Person, for any period, the EBITDA of
such Person as determined on a consolidated basis for such Person and its
Subsidiaries in accordance with GAAP 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


                                      -16-
<PAGE>   17

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 (without giving effect to clause
(iii) of the definition of Consolidated Net Income); 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 October 30,
1998, between the Company and the Initial Purchasers.

      "Qualified Subsidiary" means a Wholly Owned Subsidiary, or an entity that
will become a Wholly Owned Subsidiary after giving effect to the transaction
being considered, that at the time of and after giving effect to the
consummation of the transaction under consideration, (i) is a Cable Business or
holds only Cable Assets, (ii) has no Indebtedness (other than Indebtedness being
incurred to consummate such transaction) and (iii) has no encumbrances or
restrictions (other than such encumbrances or restrictions imposed or permitted
by this Indenture, the indentures governing the Old Notes or any other
instrument governing unsecured indebtedness of the Company which is pari passu
with the Notes) on its ability to pay dividends or make any other distributions
to the Company or any of its Subsidiaries.

      "Rating Agencies" means (i) S&P, (ii) Moody's and (iii) if S&P or Moody's
or both shall not make a rating of the Notes publicly available, a nationally
recognized securities rating agency or agencies, as the case may be, selected by
the Company, which shall be substituted for S&P or Moody's or both, as the case
may be.

      "Rating Category" means (i) with respect to S&P, any of the following
categories: BB, B, CCC, CC, C and D (or equivalent successor categories), (ii)
with respect to Moody's, any of the following categories: Ba, B, Caa, Ca, C and
D (or equivalent successor categories) and (iii) the equivalent of any such
category of S&P or Moody's used by another Rating Agency. In determining whether
the rating of the Notes has decreased by one or more gradations, gradations
within Rating Categories (+ and - for S&P; 1, 2 and 3 for Moody's; or the
equivalent gradations for another Rating Agency) shall be taken into account
(e.g., with respect to S&P, a decline in a rating from BB to BB-, as well as
from BB-to B+, will constitute a decrease of one gradation).

      "Rating Date" means that date which is 90 days prior to the earlier of (x)
a Change of Control and (y) public notice of the occurrence of a Change of
Control or of the intention by the Company or any Permitted Holder to effect a
Change of Control.

      "Ratings Decline" means the occurrence of any of the following events on,
or within six months after, the date of public notice of the occurrence of a
Change of Control or of the intention of the Company or any Person to effect a
Change of Control (which period shall be extended so long as the rating of any
of the Company's debt securities is under publicly announced consideration for
possible downgrade by any of the Rating Agencies): (a) in the event that any of
the Company's debt securities are rated by both of the Rating Agencies on the
Rating Date as Investment Grade, the rating of such securities by either of the
Rating Agencies shall be below Investment Grade, (b) in the event that any of


                                      -17-
<PAGE>   18

the Company's debt securities are rated by either, but not both, of the Rating
Agencies on the Rating Date as Investment Grade, the rating of such securities
by both of the Rating Agencies shall be below Investment Grade, or (c) in the
event any of the Company's debt securities are rated below Investment Grade by
both of the Rating Agencies on the Rating Date, the rating of such securities by
either Rating Agency shall be decreased by one or more gradations (including
gradations within Rating Categories as well as between Rating Categories).

      "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.

      "Registered   Exchange   Offer"  has  the   meaning  set  forth  in  the
Registration Rights Agreement.

      "Registration Rights Agreement" means the Registration Rights Agreement
relating to the Notes, dated November 6, 1998, between the Company and the
Initial Purchasers party thereto.

      "Replacement Assets" means (w) Cable Assets, (x) Equity Interests of any
Person engaged, directly or indirectly, primarily in a Cable Business, which
Person is or will become on the date of acquisition thereof a Restricted
Subsidiary as a result of the Company's acquiring such Equity Interests, (y)
Permitted Non-Controlled Assets or (z) any combination of the foregoing.

      "Restricted  Investment"  means an  Investment  other  than a  Permitted
Investment.

      "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.

      "S&P" means Standard & Poor's Ratings Group and its successors.

      "SEC" means the Securities and Exchange Commission.

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

      "Subordinated Debentures" means the debentures exchangeable by the Company
for the Preferred Stock in accordance with the Certificate of Designations
therefor.

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

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


                                      -18-
<PAGE>   19

      "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.

      "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the sum
of the products obtained by multiplying (x) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (y) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (b) the then outstanding principal
amount of such Indebtedness.

      "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.

                                     Defined
Term                                 in Section
----                                 ----------
"Additional Amounts"                    4.14    
"Affiliate Transaction"                 4.11    
"Agent Member"                          2.01    
"Asset Sale Offer"                      4.10    
"Bankruptcy Law"                        6.01    
"Cedel"                                 2.01    
"Change of Control Payment"             4.13    
"Commencement Date"                     3.09    
"Custodian"                             6.01    
"Defeasance"                            8.02    
"Euroclear"                             2.01    
"Event of Default"                      6.01    
"Excess Proceeds"                       4.10    
"Global Note"                           2.01    
"incur"                                 4.08    
"Legal Holiday"                        10.08    
"Offer Amount"                          3.09    
"Officer"                              10.11    
"Paying Agent"                          2.03    
"Payment Default"                       6.01    
"Purchase Date"                         3.09    
"Purchase Offer"                        4.13    
"QIBs"                                  2.01    
"Refinancing Indebtedness"              4.08    
"Regulation S"                          2.01    


                                      -19-
<PAGE>   20

"Regulation S Global Note"              2.01    
"Registrar"                             2.03    
"Restricted Notes"                      2.01    
"Restricted Payments"                   4.09    
"Rule 144A"                             2.01    
"Rule 144A Global Note"                 2.01    
"Tender Period"                         3.09    
"U.S. Government Obligations"           8.02    


Section 1.03. Incorporation By Reference Of Trust Indenture Act.

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

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

      "indenture securities" means the Notes;

      "indenture security Holder" means a Holder of a Note;

      "indenture to be qualified" means this Indenture;

      "indenture trustee" or "institutional trustee" means the Trustee; and

      "obligor"  on the Notes  means the  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


                                      -20-
<PAGE>   21

      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
      and a reference to "(pounds)" or pounds sterling is to British pounds
      sterling.


                                   ARTICLE II.
                                    THE NOTES

Section 2.01. Form And Dating.

      (a) General.

      The Initial 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 Exchange Notes and
the Trustee's certificate of authentication shall be substantially in the form
of Exhibit B 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 shall furnish
any such legend not contained in Exhibit A or Exhibit B 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 and Exhibit B 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 Initial Notes are being offered and sold by the Company pursuant to
the Purchase Agreement.

      Initial Notes offered and sold in reliance on Regulation S under the
Securities Act ("Regulation S"), 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 (the
"Regulation S Global Note"), which shall be deposited on behalf of the
purchasers of the Initial 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 Cedel Bank,
societe anonyme ("Cedel"), duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The aggregate principal amount at maturity 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.

      Initial 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


                                      -21-
<PAGE>   22

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 Initial 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 at maturity 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.

      Upon consummation of the Registered Exchange Offer, the Exchange Notes may
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 but not
the Restricted Notes Legend set forth in Exhibit A hereto, 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 at maturity of such Global Notes 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, the
Rule 144A Global Note and the Exchange Notes 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 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.

      In addition to the provisions of Section 2.10, owners of beneficial
interests in Global Notes may, upon request to the Trustee, receive a
certificated Initial Note, which certificated Initial Note shall bear the
Restricted Notes Legend set forth in Exhibit A hereto ("Restricted Notes").

      After a transfer of any Initial Notes during the period of the
effectiveness of a Shelf Registration Statement with respect to the Initial
Notes and pursuant thereto, all requirements for Restricted Notes Legends on
such Initial Note will cease to apply, and a certificated Initial Note without a
Restricted Notes Legend will be available to the Holder of such Initial Notes.
Upon the consummation of


                                      -22-
<PAGE>   23

a Registered Exchange Offer with respect to the Initial Notes pursuant to which
Holders of Initial Notes are offered Exchange Notes in exchange for their
Initial Notes, certificated Initial Notes with the Restricted Notes Legend set
forth in Exhibit A hereto will be available to Holders of such Initial Notes
that do not exchange their Initial Notes, and Exchange Notes in certificated
form without the Restricted Notes Legend set forth in Exhibit A hereto will be
available to Holders that exchange such Initial Notes in such Registered
Exchange Offer.

Section 2.02. Execution And Authentication.

      Two Officers 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 two
Officers, authenticate (1) Initial Notes for original issue up to an aggregate
principal amount at maturity stated in paragraph 6 of the Initial Notes and (2)
Exchange Notes for issue only in a Registered Exchange Offer, pursuant to the
Registration Rights Agreement, in exchange for Initial Notes for a like
principal amount at maturity. The aggregate principal amount at maturity of
Notes outstanding at any time shall not exceed the amount set forth herein,
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.

      The Company shall maintain in the Borough of Manhattan, City of New York,
State of New York and, if and as long as the Notes are listed on the Luxembourg
Stock Exchange, in Luxembourg, (i) offices or agencies where the Notes may be
presented for registration of transfer or for exchange ("Registrar") and (ii)
offices or agencies where the Notes may be presented for payment ("Paying
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 and Paying Agent and Chase Manhattan Bank Luxembourg S.A.
to act as a Registrar and Paying 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 and one or more additional paying agents in
such other locations as it shall determine. The term "Registrar" includes any
co-registrar and the term "Paying Agent" includes any additional paying agent.
The Company may change any Paying Agent or Registrar 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 or Paying Agent, the Trustee shall act as such. The
Company or any of its Affiliates may act as Paying Agent or Registrar.

Section 2.04. Paying Agent To Hold Money In Trust.


                                      -23-
<PAGE>   24

      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
at maturity of Notes of other denominations, the Registrar shall register the
transfer or make the exchange if its requirements for such transactions are met.
To permit registrations of transfers and exchanges, the 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
9.05 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 October 30, 1998.

            (i) Except for transfers or exchanges made in accordance with
      clauses (ii) through (iv) of this Section 2.06(a), transfers of a Global
      Note shall be limited to


                                      -24-
<PAGE>   25

      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
      Notes. 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 C attached hereto given by the
      Holder of such beneficial interest, then the principal Registrar shall
      instruct the Depositary to reduce or cause to be reduced the principal
      amount at maturity of the Rule 144A Global Note and to increase or cause
      to be increased the principal amount at maturity of the Regulation S
      Global Note by the aggregate principal amount at maturity 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 at maturity 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, such instructions to contain
      information regarding the participant account with the Depositary to be
      credited with such increase, (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 D 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 at maturity of the Rule 144A Global Note by the aggregate
      principal amount at maturity of 


                                      -25-
<PAGE>   26

      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 at maturity 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) Global Note to Restricted Note. If an owner of a beneficial
      interest in a 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 Global Note to a Person who is required to take delivery
      thereof in the form of a Restricted Note, such owner may, subject to the
      rules and procedures of Euroclear or Cedel, if applicable, and the
      Depositary, cause the exchange of such interest for one or more Restricted
      Notes of any authorized denomination or denominations and of the same
      aggregate principal amount at maturity. Upon receipt by the principal
      Registrar of (1) instructions from Euroclear or Cedel, if applicable, and
      the Depositary directing the principal Registrar to authenticate and
      deliver one or more Restricted Notes of the same aggregate principal
      amount at maturity as the beneficial interest in the Global Note to be
      exchanged, such instructions to contain the name or names of the
      designated transferee or transferees, the authorized denomination or
      denominations of the Restricted Notes to be so issued and appropriate
      delivery instructions, (2) a certificate in the form of Exhibit E attached
      hereto given by the owner of such beneficial interest to the effect set
      forth therein, (3) a certificate in the form of Exhibit F attached hereto
      given by the Person acquiring the Restricted Notes for which such interest
      is being exchanged, to the effect set forth therein, and (4) 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 Euroclear or Cedel, if
      applicable, or the principal Registrar, as the case may be, will instruct
      the Depositary to reduce or cause to be reduced such Global Note by the
      aggregate principal amount at maturity of the beneficial interest therein
      to be exchanged and to debit or cause to be debited from the account of
      the Person making such transfer the beneficial interest in the Global Note
      that is being transferred, and concurrently with such reduction and debit
      the Company shall execute, and the Trustee shall authenticate and deliver,
      one or more Restricted Notes of the same aggregate principal amount at
      maturity in accordance with the instructions referred to above.

            (v) Restricted Note to Restricted Note. If a Holder of a Restricted
      Note wishes at any time to transfer such Restricted Note to a Person who
      is required to take delivery thereof in the form of a Restricted Note,
      such Holder may, subject to the restrictions on transfer set forth herein
      and in such Restricted Note, cause the exchange of such Restricted Note
      for one or more Restricted Notes of any authorized denomination or
      denominations and of the same aggregate principal amount at maturity. 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 at maturity 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


                                      -26-
<PAGE>   27

      appropriate delivery instructions, (3) a certificate from the Holder of
      the Restricted Note to be exchanged in the form of Exhibit E attached
      hereto, (4) a certificate in the form of Exhibit F 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 at
      maturity, in accordance with the instructions referred to above.

            (vi) Other Exchanges. In the event that a beneficial interest in a
      Global Note is exchanged for Notes 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 (v) 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.

            (vii) Distribution Compliance Period. Prior to the termination of
      the "distribution compliance period" (as defined in Regulation S) with
      respect to the issuance of the Notes, transfers of interests in the
      Regulation S Global Note to "U.S. Persons" (as defined in Regulation S)
      shall be limited to transfers to QIBs made pursuant to the provisions of
      Sections 2.06(a)(iii). The Company shall advise the Trustee as to the
      termination of the distribution compliance period and the Trustee may rely
      conclusively thereon.

            (viii) Regulation S Global Note to Certificated Note. Upon proper
      presentment to the Trustee of a certificate substantially in the form of
      Exhibit G hereto and subject to the rules and procedures of the Depositary
      or its direct or indirect participants, including Euroclear and Cedel, an
      interest in a Regulation S Global Note may be exchanged for a certificated
      Restricted Note. At any time following consummation of the Exchange Offer
      pursuant to the Registration Rights Agreement (provided that such
      consummation is after the expiration of the 40-day distribution compliance
      period provided for in Rule 903 of Regulation S), such exchange may be
      made without presentment of the certificate in substantially the form of
      Exhibit G by any Holder who certifies to the Trustee that such Holder
      would have been able to participate in such Exchange Offer and resell
      Exchange Notes without delivery of a prospectus under applicable rules and
      interpretations of the Commission, and such certificated Note shall be
      free from any restriction on transfer (other than such as are solely
      attributable to any holder's status).

            (b) Except in connection with a Registered Exchange Offer or a Shelf
      Registration Statement contemplated by and in accordance with the terms of
      the Registration Rights Agreement, if Initial Notes are issued upon the
      transfer, exchange or replacement of Initial Notes


                                      -27-
<PAGE>   28

      bearing the Restricted Securities Legend set forth in Exhibit A hereto, or
      if a request is made to remove such Restricted Notes Legend on Initial
      Notes, the Initial 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 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 Initial
      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 or Accreted Value, as applicable, of any Note is
considered paid under Section 4.01 hereof, such Note ceases to be outstanding
and interest on it ceases to accrue (or, if before October 1, 2003, the Accreted
Value of such Note ceases to increase).

      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.


                                      -28-
<PAGE>   29

Section 2.09. Treasury Notes.

      In determining whether the Holders of the required principal amount at
maturity 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 only in accordance with Section 2.01(d) or 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 Section 2.01(d) or
      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
      at maturity of Initial Notes of authorized denominations in the form of
      certificated Notes. Any portion of a Global Note transferred pursuant to
      this Section 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 Initial 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.

            (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.


                                      -29-
<PAGE>   30


      The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying 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, 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 Initial Notes and Section 7
of the Exchange Notes), it shall notify the Trustee of the redemption date and
the principal amount at maturity of Notes to be redeemed, and in connection with
an Optional Tax Redemption as provided in 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 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.

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. The notice shall
identify the Notes to be redeemed and shall state:


                                      -30-
<PAGE>   31

            (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 at maturity thereof redeemed, and that, after the
      redemption date, upon surrender of such Note, a new Note in principal
      amount at maturity 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;

            (f) that interest on Notes called for redemption ceases to accrue on
      and after the redemption date (or, in the case of redemption prior to
      October 1, 2003, the Accreted Value will cease to increase after the
      redemption date); and

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

      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 the redemption price of
and accrued interest, if any, on all Notes to be redeemed on that date. 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 at maturity 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 each of the Notes. The Company may also
redeem all of the Notes in accordance with


                                      -31-
<PAGE>   32

the Optional Tax Redemption provision of the Notes (Section 8 of the Initial
Notes and Section 7 of the Exchange 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. Asset Sale Offer And Purchase Offer.

            (a) In the event that the Company shall commence an offer to all
      Holders of the Notes to purchase Notes pursuant to Section 4.10 hereof
      (the "Asset Sale Offer") or pursuant to Section 4.13 hereof (the "Purchase
      Offer"), the Company shall follow the procedures in this Section 3.09.

            (b) The Asset Sale Offer or the Purchase Offer, as the case may be,
      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 4.10 or 4.13 hereof, as the case may be), 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 Accreted Value (if prior to October 1, 2003) or
      principal amount (if on or after October 1, 2003) of Notes required to be
      purchased pursuant to Section 4.10 or 4.13 hereof (the "Offer Amount") or,
      if less than the Offer Amount has been tendered, all Notes tendered in
      response to the Asset Sale Offer or the Purchase Offer, as the case may
      be.

            (c) If the Purchase Date is (i) on or after October 1, 2003, (ii) on
      or after an interest payment record date and (iii) 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 Asset Sale Offer or the Purchase Offer, as
      the case may be.

            (d) The Company shall provide the Trustee with notice of the Asset
      Sale Offer or the Purchase Offer, as the case may be, 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 Asset Sale
      Offer or the Purchase Offer and shall state:

            (i) that the Asset Sale Offer or the Purchase Offer is being made
      pursuant to this Section 3.09 and, as applicable, Section 4.10 or 4.13
      hereof and the length of time the Asset Sale Offer or the Purchase Offer
      will remain open;

            (ii) the Offer Amount, the purchase price (as determined in
      accordance with Section 4.10 or 4.13 hereof) and the Purchase Date, and in
      the case of a Purchase Offer made pursuant to Section 4.13 hereof, that
      all Notes tendered will be accepted for payment;


                                      -32-
<PAGE>   33

            (iii) that any Note or portion thereof not tendered or accepted for
      payment will continue to accrue interest (or, if applicable, that the
      Accreted Value of any Note or portion thereof not tendered or accepted for
      payment will continue to increase as provided in such Notes);

            (iv) that, unless the Company defaults in the payment of the
      purchase price, any Note or portion thereof accepted for payment pursuant
      to the Asset Sale Offer or the Purchase Offer will cease to accrue
      interest after the Purchase Date (or, if applicable, the Accreted Value of
      any Note or portion thereof accepted for payment pursuant to the Asset
      Sale Offer or Purchase Offer will cease to increase after the Purchase
      Date as provided in such Notes);

            (v) that Holders electing to have a Note or portion thereof
      purchased pursuant to any Asset Sale Offer or 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 Company, a
      depositary, if appointed by the Company, or a Paying Agent at the address
      specified in the notice prior to the close of business on the third
      Business Day preceding the Purchase Date;

            (vi) that Holders will be entitled to withdraw their election if the
      Company, depositary or Paying Agent, as the case may be, 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 at maturity 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, in the event of an Asset Sale Offer, if the aggregate
      principal amount at maturity of Notes surrendered by Holders exceeds the
      Offer Amount, the Trustee will select the Notes to be purchased pro rata
      or by a method that complies with the requirements of any exchange on
      which the Notes are listed and that the Trustee considers fair and
      appropriate with such adjustments as may be deemed appropriate by the
      Company so that only Notes in denominations of $1,000, or integral
      multiples thereof, shall be purchased; and

            (viii) that Holders whose Notes were purchased only in part will be
      issued new Notes equal in principal amount at maturity 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


                                      -33-
<PAGE>   34

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) At least one Business Day prior to the Purchase Date, the
      Company shall irrevocably deposit with the Trustee or a Paying Agent in
      immediately available funds an amount equal to the Offer Amount to be held
      for payment in accordance with the terms of this Section. On the Purchase
      Date, the Company shall, to the extent lawful, (i) accept for payment the
      Notes or portions thereof tendered pursuant to the Asset Sale Offer or the
      Purchase Offer, (ii) deliver or cause the depositary or Paying Agent to
      deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee
      an Officers' Certificate stating such Notes or portions thereof have been
      accepted for payment by the Company in accordance with the terms of this
      Section 3.09. The depositary, the Paying Agent or the Company, as the case
      may be, shall promptly (but in any case not later than ten (10) calendar
      days after the Purchase Date) mail or deliver to each tendering Holder an
      amount equal to the purchase price of the Notes tendered by such Holder
      and accepted by the Company for purchase, and the Trustee shall promptly
      authenticate and mail or deliver to such Holders a new Note equal in
      principal amount at maturity at maturity to any unpurchased portion of the
      Note surrendered. 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 Asset Sale Offer or the Purchase Offer on the Purchase
      Date.

            (g) For the purposes of calculating the allocation of available
      Excess Proceeds to the Notes and each issue of Other Qualified Notes on a
      pro rata basis according to accreted value or principal amount, as the
      case may be, the relevant principal amount or the accreted value, as the
      case may be, of any Other Qualified Notes denominated in a currency other
      than United States dollars will be notionally converted into United States
      dollars from the currency such Other Qualified Notes are denominated in
      (the "Base Currency");

            (i)  in  the  case  of  determining  the  maximum  principal
                  amount or accreted value of Notes and Other  Qualified
                  Notes  that  may  be  purchased   out  of  the  Excess
                  Proceeds,  at the noon  buying rate in the City of New
                  York as certified for customs  purposes by the Federal
                  Reserve  Bank of New York for cable  transfers  in the
                  Base   Currency   (the  "Noon  Buying  Rate")  on  the
                  Business  Day which is 10  Business  Days prior to the
                  Commencement Date; and

            (ii)  in the case of determining the allocation of the remaining
                  Excess Proceeds if the aggregate principal amount or accreted
                  value, as the case may be, of Notes and Other Qualified Notes
                  surrendered by holders in the Asset Sale Offer exceeds the
                  remaining amount of Excess Proceeds, at the Noon Buying Rate
                  on the second Business Day preceding the Purchase Date.

            (h) The Asset Sale Offer or 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.


                                      -34-
<PAGE>   35

                                   ARTICLE IV.
                                    Covenants

Section 4.01. Payment Of Notes.

      The Company shall pay the principal of, premium, if any, and interest on,
the Notes on the dates and in the manner provided in the Notes. Principal,
premium, 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 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) the
overdue Accreted Value of the Notes, if prior to October 1, 2003, or the overdue
principal and premium, if any, if on or after October 1, 2003, at the rate borne
by the Notes, compounded semiannually; and (ii) overdue installments of interest
(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, in the form 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 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


                                      -35-
<PAGE>   36

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 event giving rise to the accrual of
Special Interest (as such term is defined in Exhibit A hereto) or the cessation
of such accrual, the Company shall give the Trustee notice thereof and of the
event giving rise to such accrual or cessation (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 accrual has commenced or
ceased, 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 V 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.

      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. Limitations On Liens.

      Neither the Company nor any of its Restricted Subsidiaries may, directly
or indirectly create, incur, assume or suffer to exist any Lien on any asset now
owned or hereafter acquired, or any income or profits therefrom or assign or
convey any right to receive income therefrom, except:

            (a)  Permitted Liens;

            (b) Liens securing Indebtedness and related obligations to the
      extent such Indebtedness and related obligations are permitted under
      Sections 4.08(b)(i), (iii), (iv), (v), (viii), (ix) and (xi) hereof;


                                      -36-
<PAGE>   37


            (c) Liens on the assets acquired or leased with the proceeds of
      Indebtedness permitted to be incurred under Section 4.08 hereof; and

            (d) Liens securing Refinancing Indebtedness permitted to be incurred
      under Section 4.08 hereof; provided that the Refinancing Indebtedness so
      issued and secured by such Lien shall not be secured by any property or
      assets of the Company or any of its Restricted Subsidiaries other than the
      property or assets subject to the Liens securing such Indebtedness being
      refinanced.

Section 4.08. Incurrence Of Indebtedness And Issuance Of Preferred Stock.

            (a) The Company shall not, and shall not permit any of its
      Restricted Subsidiaries to, directly or indirectly, create, incur, issue,
      assume, guaranty or otherwise become directly or indirectly liable with
      respect to (collectively, "incur") any Indebtedness (including Acquired
      Debt) and the Company shall not issue any Disqualified Stock and shall not
      permit any of its Restricted Subsidiaries to issue any shares of preferred
      stock that is Disqualified Stock; provided, however, that the Company may
      incur Indebtedness or issue shares of Disqualified Stock and any of its
      Restricted Subsidiaries may issue shares of preferred stock that is
      Disqualified Stock if after giving effect to such issuance or incurrence
      on a pro forma basis, the sum of (x) Indebtedness of the Company and its
      Restricted Subsidiaries, on a consolidated basis, (y) the liquidation
      value of outstanding preferred stock of Restricted Subsidiaries and (z)
      the aggregate amount payable by the Company and its Restricted
      Subsidiaries, on a consolidated basis, upon redemption of Disqualified
      Stock to the extent such amount is not included in the preceding clause
      (y) shall be less than the product of Annualized Pro Forma EBITDA for the
      latest fiscal quarter for which internal financial statements are
      available immediately preceding the date on which such additional
      Indebtedness is incurred or such Disqualified Stock or preferred stock is
      issued multiplied by 7.0, determined on a pro forma basis (including a pro
      forma application of the net proceeds therefrom), as if the additional
      Indebtedness had been incurred, or the Disqualified Stock or preferred
      stock had been issued, as the case may be, at the beginning of such
      quarter.

            (b) The foregoing limitations in Section 4.08(a) shall not apply to:

            (i) the incurrence by the Company or any Restricted Subsidiary of 
      Indebtedness pursuant to the Credit Facility;

            (ii) the issuance by any Restricted Subsidiary of preferred stock
      (other than Disqualified Stock) to the Company, any Restricted Subsidiary
      of the Company or the holders of Equity Interests in any Restricted
      Subsidiary on a pro rata basis to such holders;

            (iii) the incurrence of Indebtedness or the issuance of preferred
      stock by the Company or any of its Restricted Subsidiaries the proceeds of
      which are (or the credit support provided by any such Indebtedness is), in
      each case, used to finance the construction, capital expenditure and
      working capital needs of a Cable Business (including, without limitation,
      payments made pursuant to any License), the acquisition of Cable Assets or
      the Capital Stock of a Qualified Subsidiary;

            (iv) the incurrence by the Company or any of its Restricted
      Subsidiaries of


                                      -37-
<PAGE>   38

      additional Indebtedness in an aggregate principal amount not to exceed $50
      million;

            (v) the incurrence by the Company or any Restricted Subsidiary of
      any Permitted Acquired Debt;

            (vi) the incurrence by the Company or any Subsidiary of Indebtedness
      issued in exchange for, or the proceeds of which are used to extend,
      refinance, renew, replace, or refund the Notes, Existing Indebtedness or
      Indebtedness referred to in clauses (i), (ii), (iii), (iv) or (v) above or
      Indebtedness incurred pursuant to Section 4.08(a) hereof (the "Refinancing
      Indebtedness"); provided, however, that (1) the principal amount of, and
      any premium payable in respect of, such Refinancing Indebtedness shall not
      exceed the principal amount of Indebtedness so extended, refinanced,
      renewed, replaced or refunded (plus the amount of reasonable expenses
      incurred in connection therewith); (2) the Refinancing Indebtedness shall
      have (A) a Weighted Average Life to Maturity equal to or greater than the
      Weighted Average Life to Maturity of, and (B) a stated maturity no earlier
      than the stated maturity of, the Indebtedness being extended, refinanced,
      renewed, replaced or refunded; and (3) the Refinancing Indebtedness shall
      be subordinated in right of payment to the Notes as and to the extent of
      the Indebtedness being extended, refinanced, renewed, replaced or
      refunded;

            (vii) the issuance of the Preferred Stock in lieu of payment of cash
      interest on the Subordinated Debentures or the incurrence by the Company
      of Indebtedness represented by the Subordinated Debentures upon the
      exchange of the Preferred Stock in accordance with the Certificate of
      Designations therefor;

            (viii) Indebtedness under Exchange Rate Contracts, provided that
      such Exchange Rate Contracts are related to payment obligations under
      Existing Indebtedness or Indebtedness incurred under Section 4.08(a) or
      (b) hereof that are being hedged thereby, and not for speculation and that
      the aggregate notional amount under each such Exchange Rate Contract does
      not exceed the aggregate payment obligations under such Indebtedness;

            (ix) Indebtedness under Interest Rate Agreements, provided that the
      obligations under such agreements are related to payment obligations on
      Existing Indebtedness or Indebtedness otherwise incurred pursuant to
      Section 4.08(a) or (b) hereof, and not for speculation;

            (x) the incurrence of Indebtedness between the Company and any
      Restricted Subsidiary, between or among Restricted Subsidiaries and
      between any Restricted Subsidiary and other holders of Equity Interests of
      such Restricted Subsidiary (or other Persons providing funding on their
      behalf) on a pro rata basis and on substantially identical principal
      financial terms; provided, however, that if any such Restricted Subsidiary
      that is the payee of any such Indebtedness ceases to be a Restricted
      Subsidiary or transfers such Indebtedness (other than to the Company or a
      Restricted Subsidiary of the Company), such events shall be deemed, in
      each case, to constitute the incurrence of such Indebtedness by the
      Company or by a Restricted Subsidiary, as the case may be, at the time of
      such event; and


                                      -38-
<PAGE>   39

            (xi) Indebtedness of the Company and/or any Restricted Subsidiary in
      respect of performance bonds of the Company or any Subsidiary or surety
      bonds provided by the Company or any Restricted Subsidiary received in the
      ordinary course of business in connection with the construction or
      operation of a Cable Business.

            (c) Any redesignation of a Non-Restricted Subsidiary as a Restricted
      Subsidiary shall be deemed for purposes of this Section 4.08 to be an
      incurrence of Indebtedness by the Company and its Restricted Subsidiaries
      of the Indebtedness of such Non-Restricted Subsidiary as of the time of
      such redesignation to the extent such Indebtedness does not already
      constitute Indebtedness of the Company or one of its Restricted
      Subsidiaries.

Section 4.09. Restricted Payments.

            (a) The Company shall not, and shall not permit any of its
      Restricted Subsidiaries to, directly or indirectly:

            (i) declare or pay any dividend or make any distribution on account
      of the Company's or any of its Restricted Subsidiaries' Equity Interests
      (other than (x) dividends or distributions payable in Equity Interests
      (other than Disqualified Stock) of the Company or such Restricted
      Subsidiary or (y) dividends or distributions payable to the Company or any
      Wholly Owned Subsidiary of the Company, or (z) pro rata dividends or pro
      rata distributions payable by a Restricted Subsidiary);

            (ii) purchase, redeem or otherwise acquire or retire for value any
      Equity Interests of the Company (other than any such Equity Interests
      owned by the Company or any Wholly Owned Subsidiary of the Company);

            (iii) voluntarily purchase, redeem or otherwise acquire or retire
      for value any Indebtedness that is subordinated to the Notes; or

            (iv) make any Restricted Investment (all such payments and other
      actions set forth in clauses (i) through (iv) above being collectively
      referred to as "Restricted Payments"), unless, at the time of such
      Restricted Payment:

                  (1) no Default or Event of Default shall have occurred and be
            continuing or would occur as a consequence thereof; and

                  (2) such Restricted Payment, together with the aggregate of
            all other Restricted Payments made by the Company and its Restricted
            Subsidiaries after the Issuance Date (including Restricted Payments
            permitted by clauses (ii) through (ix) of Section 4.09(b)), is less
            than the sum of (x) the difference between Cumulative EBITDA and 1.5
            times Cumulative Interest Expense plus (y) Capital Stock Sale
            Proceeds plus (z) cash received by the Company or a Restricted
            Subsidiary from a Non-Restricted Subsidiary (other than cash which
            is or is required to be repaid or returned to such Non-Restricted
            Subsidiary); provided, however, that to the extent that any
            Restricted Investment that was made after the date of this Indenture
            is sold for cash or otherwise liquidated or repaid for cash, the
            amount credited pursuant to this clause (z) shall be the lesser of
            (A) the cash received with respect to such sale, liquidation or
            repayment of such



                                      -39-
<PAGE>   40

            Restricted Investment (less the cost of such sale, liquidation or
            repayment, if any) and (B) the initial amount of such Restricted
            Investment, in each case as determined in good faith by the
            Company's Board of Directors.

            (b) The foregoing provisions in Section 4.09(a) shall not prohibit:

            (i) the payment of any dividend within 60 days after the date of
      declaration thereof, if at said date of declaration such payment would
      have complied with the provisions of this Indenture;

            (ii) (x) the redemption, repurchase, retirement or other acquisition
      of any Equity Interests of the Company or any Restricted Subsidiary or (y)
      an Investment in any Person, in each case, in exchange for, or out of the
      proceeds of, the substantially concurrent sale (other than to a Restricted
      Subsidiary of the Company) of other Equity Interests (other than any
      Disqualified Stock) of the Company, provided that the Company delivers to
      the Trustee:

                  (1) with respect to any transaction involving in excess of $1
            million, a resolution of the Board of Directors set forth in an
            Officers' Certificate certifying that such transaction is approved
            by a majority of the directors on the Board of Directors; and

                  (2) with respect to any transaction involving in excess of $25
            million, an opinion as to the fairness to the Company or such
            Subsidiary from a financial point of view issued by an investment
            banking firm of national standing with high yield experience,
            together with an Officers' Certificate to the effect that such
            opinion complies with this clause (2), provided that the amount of
            such proceeds from the sale of such Equity Interests shall be
            excluded in each case from Capital Stock Sale Proceeds for purposes
            of clause (a)(iv)(2)(y), above;

            (iii) Investments by the Company or any Restricted Subsidiary in a
      Non-Controlled Subsidiary which (A) has no Indebtedness on a consolidated
      basis other than Indebtedness incurred to finance the purchase of
      equipment used in a Cable Business, (B) has no restrictions (other than
      restrictions imposed or permitted by this Indenture or the indentures
      governing the Other Qualified Notes or any other instrument governing
      unsecured indebtedness of the Company which is pari passu with the Notes)
      on its ability to pay dividends or make any other distributions to the
      Company or any of its Restricted Subsidiaries, (C) is or will be a Cable
      Business and (D) uses the proceeds of such Investment for constructing a
      Cable Business or the working capital needs of a Cable Business;

            (iv) the redemption, purchase, defeasance, acquisition or retirement
      of Indebtedness that is subordinated to the Notes (including premium, if
      any, and accrued and unpaid interest) made by exchange for, or out of the
      proceeds of the substantially concurrent sale (other than to a Restricted
      Subsidiary of the Company) of (A) Equity Interests of the Company,
      provided that the amount of such proceeds from the sale of such Equity
      Interests shall be excluded in each case from Capital Stock Sale Proceeds
      for purposes of clause (a)(iv)(2)(y) above or (B) Refinancing Indebtedness
      permitted to be incurred under Section 4.08 hereof;


                                      -40-
<PAGE>   41

            (v) Investments by the Company or any Restricted Subsidiary in a
      Non-Controlled Subsidiary which is or will be a Cable Business in an
      amount not to exceed $80 million in the aggregate plus the sum of (x) cash
      received by the Company or a Restricted Subsidiary from a Non-Restricted
      Subsidiary (other than cash which s or is required to be repaid or
      returned to such Non-Restricted Subsidiary) and (y) Capital Stock Sale
      Proceeds (excluding the aggregate net sale proceeds to be received upon
      conversion of the Convertible Subordinated Notes), provided that the
      amount of such proceeds from the sale of such Equity Interests shall be
      excluded in each case from the Capital Stock Sale Proceeds for purposes of
      clause (a)(iv)(2)(y) above;

            (vi) Investments by the Company or any Restricted Subsidiary in
      Permitted Non-Controlled Assets;

            (vii) the extension by the Company or any Restricted Subsidiary of
      trade credit to a Non-Restricted Subsidiary extended on usual and
      customary terms in the ordinary course of business, provided that the
      aggregate amount of such trade credit shall not exceed $25 million at any
      one time;

            (viii) the payment of cash dividends on the Preferred Stock accruing
      on or after February 15, 2004 or any mandatory redemption or repurchase of
      the Preferred Stock, in each case, in accordance with the Certificate of
      Designations therefor; and

            (ix) the exchange of all of the outstanding shares of Preferred
      Stock for Subordinated Debentures in accordance with the Certificate of
      Designations for the Preferred Stock.

            (c) Any Investment in a Subsidiary (other than the issuance,
      transfer or other conveyance of Equity Interests of the Company (or any
      Capital Stock Sale Proceeds therefrom)) that is designated by the Board of
      Directors as a Non-Restricted Subsidiary shall become a Restricted Payment
      made on the date of such designation in the amount of the greater of (x)
      the book value of such Subsidiary on the date such Subsidiary becomes a
      Non-Restricted Subsidiary and (y) the fair market value of such Subsidiary
      on such date as determined (A) in good faith by the Board of Directors of
      such Subsidiary if such fair market value is determined to be less than
      $25 million and (B) by an investment banking firm of national standing
      with high yield underwriting expertise if such fair market value is
      determined to be in excess of $25 million.

            (d) Not later than the fifth Business Day after making any
      Restricted Payment (other than those referred to in sub-clause (vii) of
      Section 4.09(b)), the Company shall deliver to the Trustee an Officers'
      Certificate stating that such Restricted Payment is permitted and setting
      forth the basis upon which the calculations required by this Section 4.09
      were computed, which calculations may be based upon the Company's latest
      available financial statements.

Section 4.10. Asset Sales.

            (a) The Company will not, and will not permit any of its Restricted
      Subsidiaries to cause, make or suffer to exist any Asset Sale, unless:

            (i) no Default exists or is continuing immediately prior to and
      after giving


                                      -41-
<PAGE>   42


      effect to such Asset Sale;

            (ii) the Company (or the Restricted Subsidiary, as the case may be)
      receives consideration at the time of such Asset Sale at least equal to
      the fair market value (evidenced for purposes of this Section 4.10 by a
      resolution of the Board of Directors set forth in an Officers' Certificate
      delivered to the Trustee) of the assets sold or otherwise disposed of; and

            (iii) at least 80% of the consideration therefor received by the
      Company or such Restricted Subsidiary is in the form of (w) Cash
      Equivalents, (x) Replacement Assets, (y) publicly traded Equity Interests
      of a Person who is, directly or indirectly, engaged primarily in one or
      more Cable Businesses; provided, however, that the Company or such
      Restricted Subsidiary shall Monetize such Equity Interests by sale to one
      or more Persons (other than to the Company or a Subsidiary thereof) at a
      price not less than the fair market value thereof within 180 days of the
      consummation of such Asset Sale, or (z) any combination of the foregoing
      clauses (w) through (y); provided, however, that the amount of (x) any
      liabilities (as shown on the Company's or such Restricted Subsidiary's
      most recent balance sheet or in the notes thereto) of the Company or any
      Restricted Subsidiary (other than liabilities that are by their terms
      subordinated to the Notes) that are assumed by the transferee of any such
      assets and (y) any notes or other obligations received by the Company or
      any such Restricted Subsidiary from such transferee that are within five
      Business Days converted by the Company or such Restricted Subsidiary into
      cash, shall be deemed to be Cash Equivalents (to the extent of the Cash
      Equivalents received in such conversion) for purposes of this clause
      (iii).

            (b) Within 360 days after any Asset Sale, the Company (or the
      Restricted Subsidiary, as the case may be) shall cause the Net Proceeds
      from such Asset Sale:

            (i) to be used to permanently reduce Indebtedness of a Restricted
      Subsidiary; or

            (ii) to be invested or reinvested in Replacement Assets.

            Pending final application of any such Net Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest such Net
Proceeds in any manner that is not prohibited by this Indenture or the
indentures for the Other Qualified Notes.

            Any Net Proceeds from any Asset Sale that are not used or reinvested
as provided in the preceding sentence constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $15 million, the Company shall make
an offer (an "Asset Sale Offer") to all holders of Notes and Other Qualified
Notes to purchase the maximum principal amount of Notes and Other Qualified
Notes (determined on a pro rata basis according to the accreted value or
principal amount, as the case may be, of the Notes and the Other Qualified Notes
and in accordance with Section 3.09(g)(i)) that may be purchased out of the
Excess Proceeds (x) with respect to the Other Qualified Notes, based on the
terms set forth in the indenture related to each issue of the Other Qualified
Notes and (y) with respect to the Notes, at an offer price in cash in an amount
equal to 100% of the outstanding principal amount thereof plus accrued and
unpaid interest, if any, to the date fixed for the closing of such offer (or, in
the case of repurchases of Notes prior to October 1, 2003, at a purchase price
equal to 100% of the Accreted Value


                                      -42-
<PAGE>   43


thereof as of the date fixed for the closing of such offer), in accordance with
the procedures set forth in Section 3.09 hereof. To the extent that the
aggregate principal amount or accreted value, as the case may be, of Notes and
Other Qualified Notes tendered pursuant to an Asset Sale Offer is less than the
Excess Proceeds, the Company may use such deficiency for general corporate
purposes. If the aggregate principal amount or accreted value, as the case may
be, of Notes and Other Qualified Notes surrendered by holders thereof exceeds
the amount of Excess Proceeds, then such remaining Excess Proceeds shall be
allocated pro rata according to accreted value or principal amount, as the case
may be, to the Notes and each issue of the Other Qualified Notes and in
accordance with Section 3.09(g)(ii), and the Trustee shall select the Notes to
be purchased from the amount allocated to the Notes on the basis set forth in
Section 3.09(e) hereof. Upon completion of such offers to purchase each of the
Notes and the Other Qualified Notes, the amount of Excess Proceeds will be reset
at zero.

            (c) Notwithstanding the provisions of Sections 4.10(a) and (b): the
      Company and its Subsidiaries may:

            (i) sell, lease, transfer, convey or otherwise dispose of assets or
      property acquired after October 14, 1993, by the Company or any Subsidiary
      in a sale-and-leaseback transaction so long as the proceeds of such sale
      are applied within five Business Days to permanently reduce Indebtedness
      of a Restricted Subsidiary or if there is no such Indebtedness or such
      proceeds exceed the amount of such Indebtedness then such proceeds or
      excess proceeds are reinvested in a Replacement Assets within 360 days
      after such sale, lease, transfer, conveyance or disposition;

            (ii) (x) swap or exchange assets or property with a Cable Controlled
      Subsidiary or (y) issue, sell, lease, transfer, convey or otherwise
      dispose of equity securities of any of the Company's Subsidiaries to a
      Cable Controlled Subsidiary, in each of cases (x) and (y) so long as (A)
      the ratio of Indebtedness to Annualized Pro Forma EBITDA of the Company
      after such transaction is equal to or less than the ratio of Indebtedness
      to Annualized Pro Forma EBITDA of the Company immediately preceding such
      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 (B) either (I) the assets so
      contributed consist solely of a license to operate a Cable Business and
      the Net Households covered by all of the licenses to operate cable and
      telephone systems held by the Company and its Restricted Subsidiaries
      immediately after and giving effect to such transaction equals or exceeds
      the number of Net Households covered by all of the licenses to operate
      cable and telephone systems held by the Company and its Restricted
      Subsidiaries immediately prior to such transaction or (II) the assets so
      contributed consist solely of Cable Assets and the value of the Capital
      Stock received, immediately after and giving effect to such transaction,
      as determined by an investment banking firm of recognized standing with
      knowledge of the Cable Business, equals or exceeds the value of Cable
      Assets exchanged for such Capital Stock; or

            (iii) issue, sell, lease, transfer, convey or otherwise dispose of
      Equity Interests (other than Disqualified Stock) of the Company (or any
      Capital Stock Sale Proceeds therefrom) to any Person (including
      Non-Restricted Subsidiaries).


                                      -43-
<PAGE>   44

Section 4.11. Transactions With Affiliates.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or amend any contract, agreement, understanding, loan, advance or guarantee
with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate
Transaction"), unless:

            (a) such Affiliate Transaction is on terms that are no less
      favorable to the Company or the relevant Subsidiary than those that could
      have been obtained in a comparable transaction by the Company or such
      Subsidiary with an unrelated Person and

            (b) the Company delivers to the Trustee:

            (i) with respect to any Affiliate Transaction involving aggregate
      payments in excess of $1 million or any series of Affiliate Transactions
      with an Affiliate involving aggregate payments in excess of $1 million, a
      resolution of the Board of Directors set forth in an Officers' Certificate
      certifying that such Affiliate Transaction complies with Section 4.11 (a)
      and such Affiliate Transaction is approved by a majority of the
      disinterested directors on the Board of Directors; and

            (ii) with respect to any Affiliate Transaction involving aggregate
      payments in excess of $25 million or any series of Affiliate Transactions
      with an Affiliate involving aggregate payments in excess of $25 million,
      an opinion as to the fairness to the Company or such Subsidiary from a
      financial point of view issued by an investment banking firm of national
      standing with high yield experience together with an Officers' Certificate
      to the effect that such opinion complies with this clause (ii); provided,
      however, that notwithstanding the foregoing provisions, the following
      shall not be deemed to be Affiliate Transactions:

                  (1) any employment agreement entered into by the Company or
            any of its Subsidiaries in the ordinary course of business and
            consistent with the past practice of the Company or its predecessor
            or such Subsidiary;

                  (2) transactions between or among the Company and/or its
            Restricted Subsidiaries;

                  (3) transactions permitted by the provisions of Section 4.09
            hereof;

                  (4) Liens permitted under Section 4.07 hereof which are
            granted by the Company or any of its Subsidiaries to an unrelated
            Person for the benefit of the Company or any other Subsidiary of the
            Company;

                  (5) any transaction pursuant to an agreement in effect on the
            Issuance Date;

                  (6) the incurrence of Indebtedness by a Restricted Subsidiary
            where such Indebtedness is owed to the holders of the Equity
            Interests of such Restricted Subsidiary on a pro rata basis and on
            substantially identical principal financial terms;


                                      -44-
<PAGE>   45

                  (7) management, operating, service or interconnect agreements
            entered into in the ordinary course of business with any Cable
            Business in which the Company or any Restricted Subsidiary has an
            Investment and which is not a Cable Controlled Subsidiary (and of
            which no Affiliate of the Company is an Affiliate other than as a
            result of such Investment); and

                  (8) any tax sharing agreement.

Section 4.12. Dividends And Other Payment Restrictions Affecting Restricted
              Subsidiaries.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary to:

            (a) (i) pay dividends or make any other distributions to the Company
      or any of its Subsidiaries (A) on its Capital Stock or (B) with respect to
      any other interest or participation in, or measured by, its profits, or
      (ii) pay any indebtedness owed to the Company or any of its Subsidiaries,
      or

            (b) make  loans  or  advances  to  the  Company  or  any  of  its
      Subsidiaries, or

            (c) transfer any of its properties or assets to the Company or any
      of its Subsidiaries, except for such encumbrances or restrictions existing
      under or by reason of:

            (i) Existing Indebtedness as in effect on the Issuance Date;

            (ii)  this Indenture and the Notes;

            (iii) any agreement covering or relating to Indebtedness permitted
      to be incurred under Section 4.08(b)(i), (ii), (iii), (iv), (v), (viii) or
      (ix) hereof (but only, in the case of Section 4.08(b)(viii) or (ix), to
      the extent contemplated by the then-existing Credit Facility), provided
      that the provisions of such agreement permit any action referred to in
      clause (a) above in aggregate amounts sufficient to enable the payment of
      interest and principal and mandatory repurchases pursuant to the terms of
      this Indenture and the Notes, but provided further that: (x) any such
      agreement may nevertheless encumber, prohibit or restrict any action
      referred to in clause (a) above if an event of default under such
      agreement has occurred and is continuing or would occur as a result of any
      such action; and (y) any such agreement may nevertheless contain (I)
      restrictions limiting the payment of dividends or the making of any other
      distributions to all or a portion of excess cash-flow (or any similar
      formulation thereof) and (II) subordination provisions governing
      Indebtedness owed to the Company or any Restricted Subsidiary;

            (iv) applicable law;

            (v) any instrument governing Indebtedness or Capital Stock of a
      Person acquired by the Company or any of its Subsidiaries as in effect at
      the time of such acquisition (except to the extent such Indebtedness was
      incurred in connection with such acquisition), which encumbrance or
      restriction is not applicable to any Person, or the properties or assets
      of any Person, other than the Person, or the property or assets of the


                                      -45-
<PAGE>   46


      Person, so acquired; provided that the EBITDA of such Person is not taken
      into account in determining whether such acquisition was permitted by the
      terms of this Indenture;

            (vi) customary nonassignment provisions in leases entered into in
      the ordinary course of business and consistent with past practices;

            (vii) provisions of joint venture or stockholder agreements, so long
      as such provisions are determined by a resolution of the Board of
      Directors to be, at the time of such determination, customary for such
      agreements;

            (viii) with respect to clause (c) above, purchase money obligations
      for property acquired in the ordinary course of business or the provisions
      of any agreement with respect to any Asset Sale (or transaction which, but
      for its size, would be an Asset Sale), solely with respect to the assets
      being sold; or

            (ix) permitted Refinancing Indebtedness, provided that the
      restrictions contained in the agreements governing such Refinancing
      Indebtedness are determined by a resolution of the Board of Directors to
      be no more restrictive than those contained in the agreements governing
      the Indebtedness being refinanced.

Section 4.13. Change Of Control.

            (a) Upon the occurrence of a Change of Control Triggering Event,
      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 offer described in Section
      3.09 hereof (the "Purchase Offer") at a purchase price equal to 101% of
      the principal amount thereof plus accrued and unpaid interest thereon, if
      any, to the date of purchase (or, in the case of repurchases of Notes
      prior to October 1, 2003, at a purchase price equal to 101% of the
      Accreted Value thereof as of the date fixed for purchase) (the "Change of
      Control Payment").

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

Section 4.14. Payment Of Additional Amounts.

      At least 10 days prior to the first date on which payment of principal and
any premium 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 4.14,
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 Initial Notes or Section 2 of the Exchange Notes) with respect
to such payment of principal, or of any premium or interest 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 



                                      -46-
<PAGE>   47

pursuant to this Section 4.14.

      Whenever in this Indenture there is mentioned, in any context, the payment
of principal (and premium, if any), Offer Amount, interest or any other amount
payable 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 4.14 and Section 3 of the Initial Notes (or Section 2 of the Exchange
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
4.14 and Section 3 of the Initial Notes (or Section 2 of the Exchange 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).


                                   ARTICLE V.
                                   Successors

Section 5.01. 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


                                      -47-
<PAGE>   48

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

Section 5.02. 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 5.01 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 VI.
                              Defaults and Remedies

Section 6.01. Events Of Default.

      An "Event of Default" occurs if:

            (a) the Company defaults in the payment of interest (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 4.08, 4.09, or 4.13 hereof;

            (d) the Company fails to observe or perform any other covenant or
      agreement contained in this Indenture or the Notes, required by any of
      them 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 at maturity of the then outstanding Notes to
      the Company and the Trustee stating that such notice is a "Notice of
      Default";

            (e) default under any mortgage, indenture or instrument under which
      there may be issued or by which there may be secured or evidenced any
      Indebtedness for money borrowed by 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:

            (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 


                                      -48-
<PAGE>   49

      maturity

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

            (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 6.02. Acceleration.

      If an Event of Default (other than an Event of Default specified in
clauses (g) and (h) of Section


                                      -49-
<PAGE>   50

6.01 hereof) occurs and is continuing, the Trustee by notice to the Company, or
the Holders of at least 25% in principal amount at maturity 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 (or the
Accreted Value, if prior to October 1, 2003) of, premium, if any, and interest
(if on or after October 1, 2003) on, the Notes shall be due and payable
immediately. If an Event of Default specified in clause (g) or (h) of Section
6.01 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 at maturity 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 6.01 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 of the Initial Notes (Section
6 in the case of the Exchange Notes), an equivalent premium shall, upon demand
of the Holders of at least 25% in principal amount at maturity 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 prior to October 1, 2003, 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 prohibition on redemption of the Notes prior to October 1, 2003,
pursuant to Section 7 of the Initial Notes (Section 6 in the case of the
Exchange Notes), then the premium payable for purposes of this paragraph for
each of the years beginning on October 1 of the years (November 6 in the case of
1998) 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 6.02 hereof but for the provisions of this
sentence.

<TABLE>
<CAPTION>

             Year                            Percentage
             ----                            ----------
            <S>                             <C>
             1998                             116.501%
             1999                             114.438%
             2000                             112.376%
             2001                             110.313%
             2002                             108.251%
</TABLE>

Section 6.03. Other Remedies.

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

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

Section 6.04. Waiver Of Past Defaults.


                                      -50-
<PAGE>   51

      The Holders of a majority in principal amount at maturity 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 or Accreted Value 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 6.05. Control By Majority.

      The Holders of a majority in principal amount at maturity 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 6.06. 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 at maturity 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 at maturity of the then outstanding Notes do not give the Trustee a
      direction inconsistent with the request.

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

Section 6.07. 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 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.

Section 6.08. Collection Suit By Trustee.

      If an Event of Default specified in Section 6.01(a) or (b) 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 and
interest remaining unpaid on the Notes and interest on overdue principal and
interest and such further amount as shall be sufficient to cover the costs and,
to the extent lawful,


                                      -51-
<PAGE>   52

expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

Section 6.09. Trustee May File Proofs Of Claim.

      The Trustee 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 6.10. 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 7.07 hereof;

      Second: to  Holders  for  amounts  due  and  unpaid  on  the  Notes  for
principal 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 and    interest, respectively; and

      Third: to the Company.

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

Section 6.11. Undertaking For Costs.

      In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as 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 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount at maturity of the then outstanding Notes.


                                  ARTICLE VII.
                                     Trustee

Section 7.01. 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.

                                      -52-
<PAGE>   53

            (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 7.01; (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 6.05 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 7.01.

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

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

Section 7.02. Rights Of Trustee.

            (a) The Trustee may 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 6.01 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 Corporate Trustee Administration Department shall have
      actual knowledge thereof, or (2) the Trustee shall


                                      -53-
<PAGE>   54

      have received notice thereof in accordance with Section 10.02 hereof from
      the Company or any Holder.

Section 7.03. Individual Rights Of Trustee.

      The Trustee in its individual or any other capacity may become the owner
or pledgee of Notes and may otherwise deal with the 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 7.10 and 7.11
hereof.

Section 7.04. 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 7.05. Notice Of Defaults.

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

Section 7.06. Reports By Trustee To Holders.

      Within 60 days after the  reporting  date stated in Section  10.11,  the
Trustee shall mail to Holders a brief report dated as of such  reporting  date
that complies  with TIA ss.  313(a) if and to the extent  required by such ss.
313(a).  The Trustee  also shall  comply with TIA ss.  313(b)(2).  The Trustee
shall also transmit by mail all reports as required by TIA ss. 313(c).

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

Section 7.07. 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,


                                      -54-
<PAGE>   55

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, 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 6.01(g) or (h) occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

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

Section 7.08. 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.

      The Trustee may resign by so  notifying  the  Company.  The Holders of a
majority in  principal  amount at maturity 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 7.10 hereof,  unless
      the Trustee's duty to resign is stayed as provided in TIA ss. 310(b);

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

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

            (d) the Trustee becomes incapable of acting.

      If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount at maturity 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 at maturity 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 7.10 hereof, unless the
Trustee's duty to resign is stayed as provided in TIA ss. 310(b), any Holder who
has been a bona fide Holder of a Note for at least six months may petition any
court of competent jurisdiction for the removal of the Trustee and the


                                      -55-
<PAGE>   56

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 7.07 hereof.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08 hereof,
the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring trustee with respect to expenses and liabilities
incurred by it prior to such replacement.

Section 7.09. Successor Trustee By Merger, Etc.

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

Section 7.10.     Eligibility; Disqualification.

      This Indenture shall always have a Trustee who satisfies the requirements
of TIA ss. 310(a)(1) and (5). The Trustee shall always have a combined capital
and surplus as stated in Section 10.11 hereof. The Trustee is subject to TIA ss.
310(b). The following indentures shall be deemed to be specifically described
herein for the purposes of clause (i) of the first proviso contained in TIA ss.
310(b): (a) indenture, dated as of April 20, 1995, between the Company and The
Chase Manhattan Bank, as trustee, relating to the 12 3/4% Notes, as amended, (b)
indenture, dated as of January 30, 1996, between the Company and The Chase
Manhattan Bank, as trustee, relating to the 11 1/2% Deferred Coupon Notes, as
amended, (c) indenture, dated as February 12, 1997, between the Company and The
Chase Manhattan Bank, as trustee, relating to the 10% Notes, as amended, (d)
indenture dated as of March 13, 1998, between the Company and The Chase
Manhattan Bank, as trustee, relating to the Company's 9 1/2% Notes, (e)
indenture, dated as of March 13, 1998, between the Company and The Chase
Manhattan Bank, as trustee, relating to the Company's 10 3/4% Notes, (f)
indenture, dated as of March 13, 1998, between the Company and The Chase
Manhattan Bank, as trustee, relating to Company's the 9 3/4% Notes and (g)
indenture, dated as of November 2, 1998, between the Company and The Chase
Manhattan Bank, as Trustee, relating to the Company's 11 1/2% Notes.

Section 7.11. Preferential Collection Of Claims Against Company.

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


                                  ARTICLE VIII.
                             Discharge Of Indenture

Section 8.01. Termination Of Company's Obligations.

      This Indenture shall cease to be of further effect (except that the
Company's obligations under Sections 7.07 and 8.03 hereof shall survive) when
all outstanding Notes theretofore authenticated and 


                                      -56-
<PAGE>   57

issued have been delivered to the Trustee for cancellation and the Company has
paid all sums payable hereunder.

Section 8.02. Option To Effect Defeasance.

      The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
this Section 8.02 be applied to all outstanding Notes upon compliance with the
conditions set forth below in this Section. Upon the Company's election to have
this Section 8.02 apply to all the outstanding Notes, the Company shall, subject
to the satisfaction of the conditions set forth in the next paragraph, be deemed
to have been discharged from its obligations with respect to all outstanding
Notes on the date such conditions are satisfied (hereinafter, "Defeasance"). For
this purpose, Defeasance means that the Company shall be deemed to have paid and
discharged the entire Obligations represented by the outstanding Notes, which
shall thereafter be deemed to be "outstanding" only for the purposes of Section
8.03 hereof and the other Sections of this Indenture referred to in clauses (a)
and (b) below, and to have satisfied all its other obligations under such Notes
and this Indenture (and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following provisions which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of outstanding Notes to receive
solely from the trust fund described in the following paragraph, payments in
respect of the principal of (or, if applicable, all amounts payable in respect
of Accreted Value) and interest on such Notes when such payments are due; (ii)
the Company's obligations with respect to such Notes under Article II hereof;
(iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder
and the Company's obligations in connection therewith; and (iv) this Article
VIII.

            In order to exercise Defeasance:

            (a) the Company must irrevocably deposit with the Trustee, in trust,
      for the benefit of the Holders, pursuant to an irrevocable trust and
      security agreement in form satisfactory to the Trustee, money in U.S.
      dollars sufficient or U.S. Government Obligations the principal of and
      interest on which will be sufficient or a combination thereof sufficient
      in the opinion of a nationally recognized firm of independent public
      accountants, expressed in a written certification thereof (in form
      satisfactory to the Trustee) to pay the principal of (or, if applicable,
      payments in respect of Accreted Value), premium, if any, and interest, if
      any, on the outstanding Notes on the stated date for payment thereof or on
      the applicable redemption date, as the case may be, of such principal or
      installment of principal of (or, if applicable, payments in respect of
      Accreted Value), premium, if any, and interest, if any, on the outstanding
      Notes;

            (b) the Company shall have delivered to the Trustee, an Opinion of
      Counsel (which counsel may be an employee of the Company) reasonably
      acceptable to the Trustee confirming that: (A) the Company has received
      from, or there has been published by, the Internal Revenue Service a
      ruling or (B) since the Issuance Date, there has been a change in the
      applicable federal income tax law, in either case to the effect that, and
      based thereon such Opinion of Counsel shall confirm that, the Holders of
      the outstanding Notes will not recognize income, gain or loss for federal
      income tax purposes as a result of such Defeasance and will be subject to
      federal income tax on the same amounts, in the same manner and at the same
      times as would have been the case if such Defeasance had not occurred;

            (c) no Event of Default shall have occurred and be continuing on the
      date of such


                                      -57-
<PAGE>   58

      Defeasance (other than an Event of Default resulting from or
      related to the incurrence of Indebtedness, the proceeds of which are to be
      applied to such deposit) or, insofar as Sections 6.01(g) and (h) hereof
      are concerned, at any time in the period ending on the 91st day after the
      date of deposit (or greater period of time in which any such deposit of
      trust funds may remain subject to the effect of any Bankruptcy Law insofar
      as those apply to the deposit by the Company);

            (d) such Defeasance shall not result in a breach or violation of, or
      constitute a default under, any material agreement or instrument (other
      than this Indenture) to which the Company or any of its Subsidiaries is a
      party or by which the Company or any of its Subsidiaries is bound;

            (e) the Company shall have delivered to the Trustee an Opinion of
      Counsel to the effect that after the 91st day following the deposit (or
      such greater period referred to in (c) above), the trust funds will not be
      subject to the effect of any applicable Bankruptcy Law;

            (f) the Company shall have delivered to the Trustee an Officers'
      Certificate stating that the deposit was not made by the Company with the
      intent of preferring the Holders of Notes over any other creditors of the
      Company with the intent of defeating, hindering, delaying or defrauding
      creditors of the Company or others;

            (g) the deposit shall not result in the Company, the Trustee or the
      trust fund established pursuant to (a) above being subject to regulation
      under the Investment Company Act of 1940, as amended;

            (h) Holders of the Notes will have a valid, perfected and
      unavoidable (under applicable Bankruptcy Law), subject to the passage of
      time referred to clause (e) above, first priority security interest in the
      trust funds; and

            (i) the Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel (subject to customary exceptions),
      each stating that all conditions precedent provided for or relating to the
      Defeasance have been complied with.

      "U.S. Government Obligations" means direct obligations of the United
States of America for the payment of which the full faith and credit of the
United States of America is pledged. In order to have money available on a
payment date to pay principal or interest (including Additional Amounts, if
applicable) on the Notes, the U.S. Government Obligations shall be payable as to
principal or interest on or before such payment date in such amounts as will
provide the necessary money. U.S. Government Obligations shall not be callable
at the issuer's option.

Section 8.03. Application Of Trust Money.

      The Trustee shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to Section 8.02 hereof. It shall apply the deposited
money and the money from U.S. Government Obligations through the Paying Agent
and in accordance with this Indenture to the payment of principal and interest,
if any, on the Notes.

Section 8.04. Repayment to Company.

      The Trustee and the Paying Agent shall promptly pay to the Company upon
request any excess



                                      -58-
<PAGE>   59

money or securities held by them at any time.

      The Trustee and the Paying Agent shall pay to the Company upon request any
money held by them for the payment of principal (or, if applicable, payments in
respect of Accreted Value) 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.

Section 8.05. Reinstatement.

      If (i) the Trustee or Paying Agent is unable to apply any money in
accordance with Section 8.03 hereof by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application and (ii) the Holders of at least a majority in principal amount
at maturity of the then outstanding Notes so request by written notice to the
Trustee, the Company's obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section
8.02 hereof until such time as the Trustee or Paying Agent is permitted to apply
all such money in accordance with Section 8.03 hereof or such request is revoked
by such Holders; provided, however, that if the Company makes any payment of
interest on or principal (or, if applicable, payments in respect of Accreted
Value) of any Note following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money held by the Trustee or Paying Agent.


                                   ARTICLE IX.
                       Amendments, Supplements and Waivers

Section 9.01. 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 Section 5.01 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 9.02. With Consent of Holders.

      Subject to Section 6.07 hereof, the Company and the Trustee may amend or
supplement this


                                      -59-
<PAGE>   60

Indenture or the Notes with the written consent of the Holders of at least a
majority in principal amount at maturity of the then outstanding Notes. Subject
to Sections 6.04 and 6.07 hereof, the Holders of a majority in principal amount
at maturity 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 may not:

            (a) reduce the 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 Initial Note and
      Sections 6 and 7 of the Exchange Note (other than provisions relating to
      the covenants described under Sections 4.10 and 4.13);

            (c) alter the manner of calculating the Accreted Value of any Note
      or 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, if
      applicable, payments in respect of Accreted Value), or interest, 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 at maturity
      of the Notes and a waiver of the payment default that resulted from such
      acceleration);

            (e) except as contemplated by Section 10.07(e), make any Note
      payable in money other than that stated in the Note;

            (f) make any change in Section 6.04 or 6.07 hereof;

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

            (h) make any change in the foregoing amendment and waiver provisions
      of this Article 9.

      To secure a consent of the Holders under this Section 9.02, 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 becomes
effective, the Company shall mail to Holders a notice briefly describing the
amendment or waiver.

Section 9.03. 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 9.04. 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


                                      -60-
<PAGE>   61

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 at maturity 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 at maturity 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
(h) of Section 9.02 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.

Section 9.05. 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 9.06. 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 X.
                                  Miscellaneous

Section 10.01. 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 10.02. Notices.

      Any notice or communication by the Company or the Trustee to the other is
duly given if in


                                      -61-
<PAGE>   62

writing and delivered in Person or mailed by first class mail to the other's
address stated in Section 10.10 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.

      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 10.03. Communication by Holders with Other Holders.

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

Section 10.04. 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 10.05. 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;


                                      -62-
<PAGE>   63

            (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 10.06. Rules by Trustee and Agents.

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

Section 10.07. 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 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 10.08. 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 10.09. 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 10.10. 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, 1998.

      The reporting date for Section 7.06 hereof is March 15, of each year. The
first reporting date is March 15, 1999.

      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:


                                      -63-
<PAGE>   64


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

      The Trustee's address is:

            The Chase Manhattan Bank
            450 West 33rd Street
            New York, New York 10001
            Attention:  Corporate Trustee
                        Administration Department

Section 10.11. 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 10.12. 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 10.13. 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 10.14. 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 10.15. 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.


                                      -64-
<PAGE>   65

                                   SIGNATURES

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

                                    NTL INCORPORATED, as Company


                                    By: /s/ Richard J. Lubasch 
                                      Name: Richard J. Lubasch
                                     Title: Senior Vice President,
                                              General Counsel and Secretary

                                    THE CHASE MANHATTAN BANK, as Trustee

                                    By: /s/ Andrew M. Deck  
                                      Name: Andrew M. Deck
                                     Title: Vice President

<PAGE>   66

                                                                       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]

      THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL
"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR")
OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES
THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) UNDER THE
SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR
OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY
THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A
UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL
ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A
SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED
FROM THE TRUSTEE), AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL
AMOUNT AT MATURITY OF LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO
THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D)
OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN COMPLIANCE WITH RULE
904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM


                                      A-66
<PAGE>   67


REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3)
AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY
TRANSFER OF THIS NOTE WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST
CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER
OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED
TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO
SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL
OPINIONS OR OTHER INFORMATION AS EITHER OF THEM 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.
AS USED HEREIN, THE TERMS "OFF-SHORE TRANSACTION," "UNITED STATES" AND "U.S.
PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

                        [Original Issue Discount Legend]

      THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR PURPOSES OF APPLYING THE
UNITED STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT RULES TO THIS NOTE. THE
ISSUE DATE OF THIS NOTE IS NOVEMBER 6, 1998. THE ISSUE PRICE OF THIS NOTE IS
$555.05 PER $1000.00 OF INITIAL PRINCIPAL AMOUNT AT MATURITY. THIS NOTE IS
ISSUED WITH $444.95 OF ORIGINAL ISSUE DISCOUNT PER $1000.00 OF INITIAL PRINCIPAL
AMOUNT AT MATURITY. THE YIELD TO MATURITY OF THIS NOTE IS 12.375%.


                                      A-67
<PAGE>   68


No. ________
                                                                  $_______

                                    CUSIP No. [   ]/CINS No.[   ]



                 12-3/8% SENIOR DEFERRED COUPON NOTE DUE 2008

      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 October 1, 2008, subject to the further provisions of
this Note set forth on the reverse hereof which further provisions shall for all
purposes have the same effect as if set forth at this place.

Interest Payment Dates: April 1 and October 1, commencing April 1, 2004

Record Dates:           March 15 and September 15

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

                                     Dated:

                                    NTL INCORPORATED


                                    by:

                                    by:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the 12-3/8% Senior Deferred Coupon Notes due 2008 described in
the within-mentioned Indenture.

THE CHASE MANHATTAN BANK, as Trustee


By:
------------------------------
            Authorized Officer


------------------------------
*Applicable to Global Notes Only


                                      A-68
<PAGE>   69



                        [FORM OF REVERSE OF INITIAL NOTE]

                                NTL INCORPORATED

                 12-3/8% Senior Deferred Coupon Note due 2008

      1. Interest. NTL INCORPORATED, a Delaware corporation (the "Company"), is
the issuer of 12-3/8% Senior Deferred Coupon Notes due 2008 (the "Notes"). The
Notes are being issued at a discount from their principal amount and will
accrete (in accordance with the definition of Accreted Value contained in the
Indenture) at a rate of 12-3/8%, compounded semiannually, to an aggregate
principal amount of $450,000,000 by October 1, 2003. The Company promises to pay
interest on the Notes in cash semiannually on each April 1 and October 1,
commencing on April 1, 2004, to Holders of record on the immediately preceding
March 15 and September 15, respectively, at the rate of 12-3/8% per annum.
Interest on the Notes will accrue from the most recent date to which interest
has been paid on the Notes, or if no interest has been paid, from October 1,
2003. 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 and premium, if any,
or overdue Accreted Value at the interest or accretion rate borne by the Notes,
compounded semiannually, and it shall pay interest on overdue installments of
interest (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. Special Interest. The Holder of this Note is entitled to the benefits
of the Registration Rights Agreement relating to the Notes, dated as of November
6, 1998, between the Company and the Initial Purchasers party thereto (the
"Registration Rights Agreement").

      In the event that either (a) the Exchange Offer Registration Statement (as
such term is defined in the Registration Rights Agreement) is not filed with the
SEC on or prior to the 90th day following the date of original issuance of the
Notes, (b) the Exchange Offer Registration Statement is not declared effective
prior to the 180th day following the date of original issuance of the Notes (as
such period may be extended in accordance with the SEC review delay provisions
of the Registration Rights Agreement) or (c) the Registered Exchange Offer (as
such term is defined in the Registration Rights Agreement) is not consummated or
a Shelf Registration Statement (as such term is defined in the Registration
Rights Agreement) is not declared effective on or prior to the 220th day
following the date of original issuance of the Notes (as such period may be
extended in accordance with the SEC review delay provisions of the Registration
Rights Agreement) (each such event referred to in clauses (a) through (c) above,
a "Registration Default"), interest will accrue (in addition to the stated
interest on the Notes) from and including the next day following each of (i)
such 90-day period in the case of clause (a) above and (ii) such 180-day period
in the case of clause (b) above and (iii) such 220-day period in the case of
clause (c) above (in each of cases (b) and (c) as such period is extended, if
applicable, in the manner aforesaid) (each such period referred to in clauses
(i)-(iii) above an "Accrual Period"), at a rate per annum equal to 0.50% of the
Accreted Value of the Notes (determined daily). The amount of such additional
interest (the "Special Interest") will increase by an additional 0.50% of the
Accreted Value with respect to each subsequent applicable Accrual Period until
all Registration Defaults have been cured, up to a maximum amount of Special
Interest of 1.50% per annum of the Accreted Value (determined daily). In each
case such additional interest will be payable in cash semiannually in arrears on
each April 1 and October 1, commencing April 1, 1999, to Holders of record on
the immediately preceding March 15 and September 15, respectively. In the event
that a Shelf Registration Statement is declared effective pursuant to the terms
of the Registration Rights Agreement, if the Company fails to keep such
Registration Statement continuously effective for the period required by the
Registration Rights Agreement, then from such time


                                      A-69
<PAGE>   70

as the Shelf Registration Statement is no longer effective until the earlier of
(i) the date that the Shelf Registration Statement is again deemed effective,
(ii) the date that is the second anniversary of the original issuance of the
Notes or (iii) the date as of which all of the Notes are sold pursuant to the
Shelf Registration Statement, Special Interest shall accrue at a rate per annum
equal to 0.50% of the Accreted Value of the Notes (1.00% thereof if the Shelf
Registration Statement is no longer effective for 30 days or more) and shall be
payable in cash semiannually in arrears on each April 1 and October 1,
commencing April 1, 1999, to the Holders of record on the immediately preceding
March 15 and September 15, respectively.

      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 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


                                       A-70
<PAGE>   71

      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 (or, if applicable, payments with respect to
Accreted Value). The Company will pay principal (or, if applicable, payments
with respect to Accreted Value), premium, if any, and interest in money of the
United States that at the time of payment is legal tender for payment of public
and private debts. However, the Company may pay principal, premium, (or, if
applicable, payments with respect to Accreted Value) if any, and interest by
check payable in such money. It may mail an interest check to a holder's
registered address. If a Holder so requests, principal (or, if applicable,
payments with respect to Accreted Value), premium, if any, and interest may be
paid by wire transfer of immediately available funds to an account previously
specified in writing by such Holder to the Company and the Trustee.

      5. Paying Agent and Registrar. The Trustee will act as Paying Agent and
Registrar in the City of New York, New York. Chase Manhattan Bank Luxembourg
S.A. will act as Paying Agent and Registrar in Luxembourg if and as long as the
Notes are listed on the Luxembourg Stock Exchange. The Company may change any
Paying Agent or Registrar without prior notice. The Company or any of its
Affiliates may act in any such capacity.


                                      A-71
<PAGE>   72

      6. Indenture. The Company issued the Notes under an Indenture, dated as of
November 6, 1998 (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 ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture. The Notes
are subject to, and qualified by, all such terms, certain of which are
summarized hereon, and Holders are referred to the Indenture and such Act for a
statement of such terms. The Notes are unsecured general obligations of the
Company limited to $450,000,000 in aggregate principal amount at maturity.

      7. Optional Redemption. Except as provided in Section 8 hereof, the Notes
are not redeemable at the Company's option prior to October 1, 2003. Thereafter,
the Notes will be subject to redemption at the option of the Company, in whole
or in part, upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount ) set forth
below plus accrued and unpaid interest thereon to the applicable redemption
date, if redeemed during the twelve-month period beginning on October 1 of the
years indicated below:

<TABLE>
<CAPTION>

             Year                        Percentage
             ----                        ----------
            <S>                          <C>   
             2003                         106.188%
             2004                         104.125%
             2005                         102.063%
             2006 and thereafter          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 to the date fixed for redemption (or,
in the case of redemption of the Notes prior to October 1, 2003, at a redemption
price equal to 100% of the Accreted Value thereof as of the date of 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 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


                                      A-72
<PAGE>   73

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 to the date fixed for redemption (or, in the case of redemption of the
Notes prior to October 1, 2003, at a redemption price equal to 100% of the
Accreted Value thereof as of 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. 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 (and, if applicable, the Accreted Value of the Notes
called for redemption will cease to increase)

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

      10. Mandatory Redemption. 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. (a) If there is a Change of Control
Triggering Event, 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 to the
Purchase Date (or, in the case of repurchases of Notes prior to October 1, 2003,
at a purchase price equal to 100% of the Accreted Value thereof as of 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


                                      A-73
<PAGE>   74

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.

      (b) If the Company or a Restricted Subsidiary consummates any Asset Sales,
and when the aggregate amount of Excess Proceeds from such Asset Sales exceeds
$15 million, the Company shall be required to make an offer (an "Asset Sale
Offer") to all holders of the Notes and Other Qualified Notes to purchase the
maximum principal amount of Notes and Other Qualified Notes (determined on a pro
rata basis according to the principal amount or accreted value, as the case may
be, of the Notes and the Other Qualified Notes) that may be purchased out of the
Excess Proceeds, with respect to the Notes, at an offer price in cash in an
amount equal to 100% of the outstanding principal amount thereof plus accrued
and unpaid interest, if any, to the date fixed for the closing of such offer
(or, in the case of repurchases of Notes prior to October 1, 2003, at a purchase
price equal to 100% of the Accreted Value thereof as of the date fixed for the
closing of such offer). To the extent that the aggregate principal amount or
accreted value, as the case may be, of Notes and Other Qualified Notes tendered
pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company
may use such deficiency for general corporate purposes. If the aggregate
principal amount or accreted value, as the case may be, of Notes and Other
Qualified Notes surrendered by holders thereof exceeds the amount of Excess
Proceeds, then such remaining Excess Proceeds will be allocated pro rata
according to principal amount or accreted value, as the case may be, to the
Notes and each issue of the Other Qualified Notes and, the Trustee will select
the Notes to be purchased in accordance with Section 3.09(e) of the Indenture.
Upon completion of such offer to purchase, the amount of Excess Proceeds will be
reset at zero.

      12. 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.

      13. 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.

      14. 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.

      15. Defaults and Remedies. The Notes shall have the Events of Default set
forth in Section 6.01 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 at maturity 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
(or, if applicable, the Accreted Value thereof) shall become due and payable
immediately without further action or notice. The Holders of a majority in
principal amount at maturity of the Notes then outstanding


                                      A-74
<PAGE>   75

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 (or, if applicable, the Accreted Value) 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 at maturity 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.

      16. 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 at maturity of the then
outstanding Notes (including consents obtained in connection with a tender offer
or exchange offer for Notes), and any existing default may be waived with the
consent of the Holders of a majority in principal amount at maturity 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 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.

      17. Restrictive Covenants. The Indenture imposes certain limitations on
the ability of the Company and its Subsidiaries to, among other things, engage
in certain transactions with Affiliates, incur additional indebtedness and make
payments in respect of Capital Stock. The limitations are subject to a number of
important qualifications and exceptions.

      18. 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.

      19. 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.

      20.  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.

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

      22. 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).


                                      A-75
<PAGE>   76

      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.
                        Senior Vice President and General Counsel


                                      A-76
<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) inside the United States to an Institutional Accredited Investor that,
      prior to such transfer, furnishes to the Trustee a signed letter
      containing certain representations and agreements relating to the
      restrictions on transfer of the Notes (the form of which letter can be
      obtained from the Trustee) and, if such transfer is in respect of an
      aggregate principal amount at maturity of Notes of less than $100,000, an
      opinion of counsel acceptable to the Company that such transfer is in
      compliance with the Securities Act,

      (4) outside the United States in compliance with Rule 904 under the
      Securities Act,

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

      (6) 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-77
<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-78
<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, 4.10 or 4.13 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-79
<PAGE>   80


                        [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 at maturity of this Global Note have been made:


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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                      -80-
<PAGE>   81
                                                                       EXHIBIT B

                         [FORM OF FACE OF EXCHANGE NOTE]

                      [Global Notes Legend, if applicable]

            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.

                        [Original Issue Discount Legend]

            THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR PURPOSES OF
APPLYING THE UNITED STATES FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT RULES TO
THIS NOTE. THE ISSUE DATE OF THIS NOTE IS NOVEMBER 6, 1998. THE ISSUE PRICE OF
THIS NOTE IS $555.05 PER $1000.00 OF INITIAL PRINCIPAL AMOUNT AT MATURITY. THIS
NOTE IS ISSUED WITH $444.95 OF ORIGINAL ISSUE DISCOUNT PER $1000.00 OF INITIAL
PRINCIPAL AMOUNT AT MATURITY. THE YIELD TO MATURITY OF THIS NOTE IS 12.375%.


                                      B-82
<PAGE>   82

No. ___________                                                      $__________

                                                     CUSIP No. |_|  CINS No. |_|

              12-3/8% SERIES B SENIOR DEFERRED COUPON NOTE DUE 2008

      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 October 1,
2008, subject to the further provisions of this Note set forth on the reverse
hereof which further provisions shall for all purposes have the same effect as
if set forth at this place.

Interest Payment Dates:     April 1 and October 1, commencing April 1, 2004

Record Dates:               March 15 and September 15

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

Dated: ________________

                                          NTL INCORPORATED,


                                        by:
                                           -------------------------------------

                                        by:
                                           -------------------------------------

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


                                      B-83
<PAGE>   83

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the 12-3/8% Series B Senior Deferred Coupon Notes due 2008
described in the within-mentioned Indenture.


THE CHASE MANHATTAN BANK, as Trustee

By: 
    -------------------------------------
            Authorized Officer


                                      B-84
<PAGE>   84

                       (FORM OF REVERSE OF EXCHANGE NOTE)

                                NTL INCORPORATED

              12-3/8% Series B Senior Deferred Coupon Note due 2008

      1. Interest. NTL INCORPORATED, a Delaware corporation (the "Company"), is
the issuer of 12-3/8% Series B Senior Deferred Coupon Notes due 2008 (the
"Notes"). The Notes are being issued at a discount from their principal amount
and will accrete (in accordance with the definition of Accreted Value contained
in the Indenture) at a rate of 12-3/8%, compounded semiannually, to an aggregate
principal amount of $450,000,000 by October 1, 2003. The Company promises to pay
interest on the Notes in cash semiannually on each April 1 and October 1,
commencing on April 1, 2004, to Holders of record on the immediately preceding
March 15 and September 15, respectively, at the rate of 12-3/8% per annum.
Interest on the Notes will accrue from the most recent date to which interest
has been paid on the Notes, or if no interest has been paid, from October 1,
2003. 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 and premium, if any,
or overdue Accreted Value at the interest or accretion rate borne by the Notes,
compounded semiannually, and it shall pay interest on overdue installments of
interest (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. Additional Amounts. This Section 2 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 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 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, 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 


                                      B-85
<PAGE>   85

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

            (b) any tax, assessment or other governmental charge that is imposed
      or withheld by reason of the failure to comply by the Holder of this Note
      or, if different, the beneficial owner of the interest payable on this
      Note, with a timely request of 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 2.

      3. 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 (or, if applicable, payments with respect to
Accreted Value). The Company will pay principal (or, if applicable, payments
with respect to Accreted Value), premium, if any, and interest in money of the
United States that at the time of payment is legal tender for payment of public
and private debts. 


                                      B-86
<PAGE>   86

However, the Company may pay principal (or, if applicable, payments with respect
to Accreted Value), premium, if any, and interest by check payable in such
money. It may mail an interest check to a holder's registered address. If a
Holder so requests, principal (or, if applicable, payments with respect to
Accreted Value), premium, if any, and interest may be paid by wire transfer of
immediately available funds to an account previously specified in writing by
such Holder to the Company and the Trustee.

      4. Paying Agent and Registrar. The Trustee will act as Paying Agent and
Registrar in the City of New York. Chase Manhattan Bank Luxembourg S.A. will act
as Paying Agent and Registrar in Luxembourg if and as long as the Notes are
listed on the Luxembourg Stock Exchange. The Company may change any Paying Agent
or Registrar without prior notice. The Company or any of its Affiliates may act
in any such capacity.

      5. Indenture. The Company issued the Notes under an indenture, dated as of
November 6, 1998 (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 ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture. The Notes
are subject to, and qualified by, all such terms, certain of which are
summarized hereon, and Holders are referred to the Indenture and such Act for a
statement of such terms. The Notes are unsecured general obligations of the
Company limited to $450,000,000 in aggregate principal amount at maturity.

      6. Optional Redemption. Except as provided in Section 7 herein, the Notes
are not redeemable at the Company's option prior to October 1, 2003. Thereafter,
the Notes will be subject to redemption at the option of the Company, in whole
or in part, upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest thereon to the applicable redemption date, if
redeemed during the twelve-month period beginning on October 1 of the years
indicated below:

<TABLE>
<CAPTION>
             Year                             Percentage
             ----                             ----------
             <S>                              <C>     
             2003                             106.188%
             2004                             104.125%
             2005                             102.063%
             2006 and thereafter              100.000%
</TABLE>

      7. 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 to the date fixed for redemption (or,
in the case of redemption of the Notes prior to October 1, 2003, at a redemption
price equal to 100% of the Accreted Value thereof as of the date of redemption)
if after the date on which Section 2 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 


                                      B-87
<PAGE>   87

taxing authority thereof or therein), or any change in or amendment to the
official application or interpretation of such laws, regulations 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 2 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 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.

      (b) 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 to the date fixed for redemption (or, in the case of redemption
of the Notes prior to October 1, 2003, at a redemption price equal to 100% of
the Accreted Value thereof as of 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 2 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 2 hereof) resulting from the payment of such
Redemption Price.

      8. Notice of Redemption. Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder of the
Notes to be redeemed at his address of record. The Notes in denominations larger
than $1,000 may be redeemed in part but only in integral multiples of $1,000. In
the event of a redemption of less than all of the Notes, the Notes will be
chosen for redemption by the Trustee in accordance with the Indenture. On and
after the redemption date, interest ceases to accrue on the Notes or portions of
them called for redemption. If this Note is redeemed subsequent to a record date
with respect to any interest payment date specified above and on or prior to
such interest payment date, then any accrued interest will be paid to the Person
in whose name this Note is registered at the close of business on such record
date (and, if applicable, the Accreted Value of the Notes called for redemption
will cease to increase).


                                      B-88
<PAGE>   88

      9. 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.

      10. Repurchase at Option of Holder. (a) If there is a Change of Control
Triggering Event, 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 to the
Purchase Date (or, in the case of repurchases of Notes prior to October 1, 2003,
at a purchase price equal to 100% of the Accreted Value thereof as of 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.

      (b) If the Company or a Restricted Subsidiary consummates any Asset Sales,
and when the aggregate amount of Excess Proceeds from such Asset Sales exceeds
$15 million, the Company shall be required to make an offer (an "Asset Sale
Offer") to all holders of the Notes and Other Qualified Notes to purchase the
maximum principal amount of Notes and other Qualified Notes (determined on a pro
rata basis according to the principal amount or accreted value, as the case may
be, of the Notes and the Other Qualified Notes) that may be purchased out of the
Excess Proceeds with respect to the Notes, at an offer price in cash in an
amount equal to 100% of the outstanding principal amount thereof plus accrued
and unpaid interest, if any, to the date fixed for the closing of such offer
(or, in the case of repurchases of Notes prior to October 1, 2003, at a purchase
price equal to 100% of the Accreted Value thereof as of the date fixed for the
closing of such offer). To the extent that the aggregate principal amount or
accreted value, as the case may be, of Notes and Other Qualified Notes tendered
pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company
may use such deficiency for general corporate purposes. If the aggregate
principal amount or accreted value, as the case may be, of Notes and Other
Qualified Notes surrendered by holders thereof exceeds the amount of Excess
Proceeds then any remaining Excess Proceeds will be allocated pro rata according
to principal amount or accreted value, as the case may be, to the Notes and each
issue of the Other Qualified Notes and, the Trustee will select the Notes to be
purchased in accordance with Section 3.09(e) of the Indenture. Upon completion
of such offer to purchase, the amount of Excess Proceeds will be reset at zero.

      11. 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.

      12. Persons Deemed Owners. Except as provided in paragraph 3 of this Note,
the registered Holder of a Note may be treated as its owner for all purposes.

      13. 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 


                                      B-89
<PAGE>   89

Agent with respect to such money shall cease.

      14. Defaults and Remedies. The Notes shall have the Events of Default as
set forth in Section 6.01 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 at maturity 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
(or, if applicable, the Accreted Value thereof) shall become due and payable
immediately without further action or notice. The Holders of a majority in
principal amount at maturity 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
(or, if applicable, the Accreted Value) that has become due solely because of
the acceleration. Holders may not enforce the Indenture or the Notes as provided
in the Indenture. Subject to certain limitations, Holders of a majority in
principal amount at maturity 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.

      15. 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 at maturity of the then
outstanding Notes (including consents obtained in connection with a tender offer
or exchange offer for Notes), and any existing default may be waived with the
consent of the Holders of a majority in principal amount at maturity 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 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.

      16. Restrictive Covenants. The Indenture imposes certain limitations on
the ability of the Company and its Subsidiaries to, among other things, engage
in certain transactions with Affiliates, incur additional Indebtedness and make
payments in respect of Capital Stock. The limitations are subject to a number of
important qualifications and exceptions.

      17. 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.

      18. 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.

      19. Governing Law. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL


                                      B-90
<PAGE>   90

GOVERN THE INDENTURE AND THE NOTES WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.

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

      21. 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.
                           Senior Vice President and General Counsel


                                      B-91
<PAGE>   91

                                 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: **/ ______________________________

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


                                      B-92
<PAGE>   92

                       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, 4.10 or 4.13 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.


                                      B-93
<PAGE>   93

                                   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 at maturity of this Global Note have been made:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

--------------------------------------------------------------------------------
</TABLE>


                                      B-94
<PAGE>   94

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
<S>                <C>             <C>           <C>             <C>
================================================================================
</TABLE>


                                      B-95
<PAGE>   95

                                                                       EXHIBIT C

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

The Chase Manhattan Bank, as Trustee
450 West 33rd Street
New York, New York 10001
Attn: Corporate Trustee Administration Department

            Re: NTL Incorporated 12-3/8% Senior 
                Deferred Coupon Notes due 2008 (the "Notes")

            Reference is hereby made to the Indenture, dated as of November 6,
1998 (the "Indenture"), between NTL Incorporated, as Issuer, and The Chase
Manhattan Bank, as Trustee.

            This letter relates to $[ ] aggregate principal amount at maturity
of Notes which are held in the form of the [Rule 144A Global Note (CUSIP No. )]
with the Depositary in the name of [name of transferor] (the "Transferor") to
effect the transfer of the Notes in exchange for an equivalent beneficial
interest in the Regulation S Global Notes.

            In connection with such request, the Transferor does hereby certify
that such transfer has been effected in accordance with the transfer
restrictions set forth in the Notes and (i) with respect to transfers made in
reliance on Regulation S, does hereby certify 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");

      and (ii) with respect to transfers made in reliance on Rule 144 does
      hereby certify that the Notes are being transferred in a transaction
      permitted by Rule 144 under the Securities Act; and (iii) with respect to
      transfers made in reliance on Rule 144A, does hereby certify that such
      Notes are being transferred in accordance with Rule 144A under the
      Securities Act 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.

             In addition, if the sale is made during a distribution compliance
period and the provisions 


                                      C-96
<PAGE>   96

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

            You and the 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.
          Senior Vice President and General Counsel


                                      C-97
<PAGE>   97

                                                                       EXHIBIT D

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

The Chase Manhattan Bank, as Trustee
450 West 33rd Street
New York, New York  10001
Attn:  Corporate Trustee Administration Department

            Re: NTL Incorporated 12-3/8% Senior 
                Deferred Coupon Notes due 2008 (the "Notes")

            Reference is hereby made to the Indenture, dated as of November 6,
1998 (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 at maturity
of Notes which are held in the form of the Regulation S Global Note (CINS No. [
]) with the Depositary in the name of [name of transferor] (the "Transferor") to
effect the transfer of the Notes in exchange for an equivalent beneficial
interest in the Rule 144A Global Note.

            In connection with such request, and in respect of such Notes the
Transferor does hereby certify that such Notes are being transferred in
accordance with (i) the transfer restrictions set forth in the Notes and (ii)
Rule 144A under the 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
    New York, New York  10022
    Attn:  Richard J. Lubasch, Esq.
         Senior Vice President and General Counsel


                                      D-98
<PAGE>   98

                                                                       EXHIBIT E

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

The Chase Manhattan Bank, as Trustee
450 West 33rd Street
New York, New York  10001
Attn: Corporate Trustee Administration Department

            Re: NTL Incorporated 12-3/8% Senior Deferred Coupon Notes
                due 2008 (the "Notes")

      Reference is hereby made to the Indenture, dated as of November 6, 1998
(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 at maturity of
Notes which are held [in the form of the [Rule 144A/Regulation S] [Global]
[Restricted] Note (CUSIP No. [ ] CINS No. [ ]) with the Depositary 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.
          Senior Vice President and General Counsel


                                      E-99
<PAGE>   99

                                                                       EXHIBIT F

               FORM OF ACCREDITED INVESTOR TRANSFEREE CERTIFICATE

The Chase Manhattan Bank, as Trustee
450 West 33rd Street
New York, New York  10001
Attn: Corporate Trustee Administration Department

            Re: NTL Incorporated 12-3/8% Senior Deferred Coupon Notes
                due 2008 (the "Notes")

      Reference is hereby made to the Indenture, dated as of November 6, 1998
(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 at maturity of
Notes which are held [in the form of the [Rule 144/Regulation S] [Restricted]
[Global] Note (CUSIP No. [ ] CINS No. [ ]) with the Depositary * * in the name
of [name of transferor] (the "Transferor") to effect the transfer of the Notes
to the undersigned.

      In connection with such request, and in respect of such Notes we confirm
that:

      1. We understand that the Notes were originally offered in a transaction
not involving any public offering in the United States within the meaning of the
United States Securities Act of 1933, as amended (the "Securities Act"), that
the Notes have not been registered under the Securities Act and that (A) the
Notes may be offered, resold, pledged or otherwise transferred only (i) 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, in a transaction meeting the requirements of Rule 144
under the Securities Act, to a Person who the seller reasonably believes is an
institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act), outside the United States in a
transaction meeting the requirements of Rule 903 or 904 of Regulation S under
the Securities Act or 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, (iii) pursuant to any other available
exemption from registration or (iv) 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 Holder is required to, notify any
subsequent purchaser from it of the resale restrictions set forth in (A) above.

      2. We are a corporation, partnership or other entity having such knowledge
and experience in financial and business matters as to be capable of evaluating
the merits and risks of an investment in the Notes, and we are (or any account
for which we are purchasing under paragraph 4 below is) an institutional
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, 

----------
* Insert and modify if appropriate


                                     F-100
<PAGE>   100

able to bear the economic risk of our proposed investment in the Notes.

      3. We are acquiring the Notes for our own account (or for accounts as to
which we exercise sole investment discretion and have authority to make, and do
make, the statements contained in this letter) and not with a view to any
distribution of the Notes, subject, nevertheless, to the understanding that the
disposition of our property shall at all times be and remain within our control.

      4. We are, and each account (if any) for which we are purchasing Notes is,
purchasing Notes having an aggregate principal amount at maturity of not less
than $100,000 and, if such transfer is in respect of an aggregate principal
amount at maturity of Notes of less than $100,000, we are providing an opinion
of counsel acceptable to the Company that such transfer is in compliance with
the Securities Act.

      5. We understand that (a) the Notes will be delivered to us in registered
form only and that the certificate delivered to us in respect of the Notes will
bear a legend substantially to the following effect:

      THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL
"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR")
OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES
THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) UNDER THE
SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR
OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY
THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A
UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL
ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A
SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED
FROM THE TRUSTEE), AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL
AMOUNT AT MATURITY OF LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO
THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D)
OUTSIDE THE UNITED STATES IN AN OFF-SHORE TRANSACTION IN COMPLIANCE WITH RULE
904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT
IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF
THIS NOTE WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE
APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH
TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE
IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH
TRANSFER, FURNISH TO


                                     F-101
<PAGE>   101

THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS EITHER OF THEM 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. AS USED HEREIN,
THE TERMS "OFF-SHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE
MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE
CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF
THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

      and (b) such certificates will be reissued without the foregoing legend
      only in accordance with the terms of the Indenture.

      6. We agree that in the event that at some future time we wish to dispose
of any of the Notes, we will not do so unless:

            (a) the Notes are sold to the Company;

            (b) the Notes are sold to a qualified institutional buyer in
      compliance with Rule 144A under the Securities Act;

            (c) the Notes are sold outside the United States in compliance with
      Rule 903 or Rule 904 under the Securities Act;

            (d) the Notes are sold pursuant to an effective registration
      statement under the Securities Act; or

            (e) the Notes are sold pursuant to any other available exemption
      from registration, subject to the requirements of the legend set forth
      above.

                                               Very truly yours,


                                               [PURCHASER]


                                                By:
                                                   Name:
                                                   Title:
Dated:

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


                                     F-102
<PAGE>   102

                                                                       EXHIBIT G

                      FORM OF CERTIFICATE FOR TRANSFERS OF
                          REGULATION S GLOBAL NOTE FOR
                                RESTRICTED NOTES
                    (Transfers pursuant to ss. 2.06(a)(viii))
                                  (Transferor)

The Chase Manhattan Bank
450 West 33rd Street
New York, New York  10001
Attn: Corporate Trustee Administration Department

            Re: NTL Incorporated 12-3/8% Senior 
                Deferred Coupon Notes due 2008 (the "Notes")

      Reference is hereby made to the Indenture, dated as of November 6, 1998
(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 certificate relates to $[ ] aggregate principal amount at maturity of
Notes which are held in the form of the Regulation S Global Note (CINS No. [ ])
with the Depositary in the name of [name of transferor] (the "Transferor") to
effect the transfer of the beneficial interest in such Regulation S Global Note
for a beneficial interest in an equivalent aggregate principal amount of
Restricted Securities.

      In connection with such request, and in respect of such Notes, we confirm
      that:

      We are either not a U.S. Person (as defined below) or we have purchased
      our beneficial interest in the above referenced Regulation S Global Note
      in a transaction that is exempt from the registration requirements under
      the Securities Act.

      We are delivering this certificate in connection with obtaining a
      beneficial interest in Restricted Securities in exchange for our
      beneficial interest in the Regulation S Global Note.

For purposes of this certificate, "U.S. Person" means (i) any individual
resident in the United States, (ii) any partnership or corporation organized or
incorporated under the laws of the United States, (iii) any estate of which an
executor or administrator is a U.S. Person (other than an estate governed by
foreign law and of which at least one executor or administrator is a non-U.S.
Person who has sole or shared investment discretion with respect to its assets),
(iv) any trust of which any trustee is a U.S. Person (other than a trust of
which at least one trustee is a non-U.S. Person who has sole or shared
investment discretion with respect to its assets and no beneficiary of the trust
(and no settlor if the trust is revocable) is a U.S. Person), (v) any agency or
branch of a foreign entity located in the United States, (vi) any non-
discretionary or similar account (other than an estate or trust) held by a
dealer or other fiduciary for the benefit or account of a U.S. Person, (vii) any
discretionary or similar account (other than an estate or trust) held by a
dealer or other fiduciary organized, incorporated or (if an individual) resident
in the United States (other than such an account held for the benefit or account
of a non-U.S. Person), (viii) any partnership or corporation organized or
incorporated under the laws of a foreign jurisdiction and formed 


                                     G-103
<PAGE>   103

by a U.S. Person principally for the purpose of investing in securities not
registered under the Securities Act (unless it is organized or incorporated, and
owned, by accredited investors within the meaning of Rule 501(a) under the
Securities Act who are not natural Persons, estates or trusts); provided,
however, that the term "U.S. Person" shall not include (A) a branch or agency of
a U.S. Person that is located and operating outside the United States for valid
business purposes as a locally regulated branch or agency engaged in the banking
or insurance business, (B) any employee benefit plan established and
administered in accordance with the law, customary practices and documentation
of a foreign country and (C) the international organizations set forth in
Section 902(o)(7) of Regulation S under the Securities Act and any other similar
international organizations, and their agencies, affiliates and pension plans.

      We irrevocably authorize you to produce this certificate or a copy hereof
to any interested party in any administrative or other proceedings with respect
to the matters covered by this certificate.

                                          Very truly yours,

                                          [TRANSFEROR]

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

Dated: To be completed by the account Holder as, or as agent for, the beneficial
       owner(s) of the Notes to which this certificate relates.

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


                                     G-104