<PAGE>   1


                                                              Exhibit 10.5


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

                              BRIDGE LOAN AGREEMENT

                                   dated as of

                                 March 17, 1999

                                      among

                                NTL INCORPORATED

                                  as Borrower,

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

                            THE LENDERS named herein,

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

                                       and

                       GOLDMAN SACHS CREDIT PARTNERS L.P.,

                      as Arranger and Administrative Agent

================================================================================
<PAGE>   2

                                TABLE OF CONTENTS

                                                                           Page

ARTICLE I. DEFINITIONS.......................................................1
SECTION 1.1. DEFINED TERMS...................................................1
SECTION 1.2. INTERPRETATION.................................................22

ARTICLE II. THE CREDIT FACILITY.............................................22
SECTION 2.1. COMMITMENTS TO MAKE BRIDGE LOANS...............................22
SECTION 2.2. OPTION TO EXCHANGE BRIDGE LOANS FOR EXCHANGE NOTES.............23
SECTION 2.3. INTEREST; DEFAULT INTEREST.....................................24
SECTION 2.4. MANDATORY PREPAYMENT...........................................25
SECTION 2.5. OPTIONAL PREPAYMENT............................................25
SECTION 2.6. BREAKAGE COSTS; INDEMNITY......................................26
SECTION 2.7. EFFECT OF NOTICE OF PREPAYMENT.................................26
SECTION 2.8. PAYMENTS.......................................................26
SECTION 2.9. TAXES..........................................................28
SECTION 2.10. RIGHT OF SET OFF; SHARING OF PAYMENTS, ETC....................31
SECTION 2.11. CERTAIN FEES..................................................32

ARTICLE III. REPRESENTATIONS AND WARRANTIES.................................32
SECTION 3.1. [INTENTIONALLY OMITTED]........................................32
SECTION 3.2. ORGANIZATION; POWERS...........................................32
SECTION 3.3. DUE AUTHORIZATION AND ENFORCEABILITY...........................32
SECTION 3.4. NO CONFLICTS...................................................33
SECTION 3.5. NO VIOLATIONS; MATERIAL CONTRACTS..............................33
SECTION 3.6. CAPITAL STOCK; SUBSIDIARIES....................................33
SECTION 3.7. LIENS..........................................................34
SECTION 3.8. NO VIOLATION OF REGULATIONS OF BOARD OF GOVERNORS OF FEDERAL
              RESERVE SYSTEM................................................34
SECTION 3.9. GOVERNMENTAL REGULATIONS.......................................34
SECTION 3.10. FINANCIAL STATEMENTS; NO UNDISCLOSED LIABILITIES..............34
SECTION 3.11. FULL DISCLOSURE...............................................35
SECTION 3.12. PRIVATE OFFERING; RULE 144A MATTERS...........................35
SECTION 3.13. ABSENCE OF PROCEEDINGS........................................36
SECTION 3.14. TAXES.........................................................36
SECTION 3.15. FINANCIAL CONDITION; SOLVENCY.................................36
SECTION 3.16. ABSENCE OF CERTAIN CHANGES....................................36
SECTION 3.17. YEAR 2000 COMPLIANCE..........................................36
SECTION 3.18. PROPERTIES....................................................37
SECTION 3.19. PERMITS; REGISTRATION.........................................37
SECTION 3.20. ERISA.........................................................37
SECTION 3.21. ENVIRONMENTAL MATTERS.........................................38
SECTION 3.22. ACQUIRED BUSINESS.............................................38

ARTICLE IV. COVENANTS.......................................................38
SECTION 4.1. USE OF PROCEEDS................................................38
SECTION 4.2. NOTICE OF DEFAULT AND RELATED MATTERS..........................38
SECTION 4.3. REPORTS........................................................39
SECTION 4.4. COMPLIANCE CERTIFICATE.........................................39
SECTION 4.5. TAXES..........................................................40
SECTION 4.6. STAY, EXTENSION AND USURY LAWS.................................40
SECTION 4.7. RESTRICTED PAYMENTS............................................40
SECTION 4.8. DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED
              SUBSIDIARIES..................................................43
SECTION 4.9. INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.....44
SECTION 4.10. ASSET SALES...................................................46
SECTION 4.11. TRANSACTIONS WITH AFFILIATES..................................48
SECTION 4.12. LIENS.........................................................49


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SECTION 4.13. CHANGE OF CONTROL.............................................49
SECTION 4.14. CORPORATE EXISTENCE...........................................50
SECTION 4.15. [INTENTIONALLY OMITTED].......................................50
SECTION 4.16. ADDITIONAL AMOUNTS............................................50
SECTION 4.17. [INTENTIONALLY OMITTED].......................................51
SECTION 4.18. [INTENTIONALLY OMITTED].......................................51
SECTION 4.19. MERGER; SALE OF ALL OR SUBSTANTIALLY ALL ASSETS...............51
SECTION 4.20. INSPECTION RIGHTS.............................................51
SECTION 4.21. SPECIAL RIGHTS................................................52
SECTION 4.22. NOTE GUARANTEES...............................................52
SECTION 4.23. OFFER TO PURCHASE.............................................53

ARTICLE V. CONDITIONS.......................................................53
SECTION 5.1. CORPORATE AND OTHER PROCEEDINGS................................53
SECTION 5.2. [INTENTIONALLY OMITTED]........................................54
SECTION 5.3. ABSENCE OF CERTAIN CHANGES.....................................54
SECTION 5.4. MARKET DISRUPTION..............................................54
SECTION 5.5. FINANCIAL STATEMENTS...........................................55
SECTION 5.6. LITIGATION, ETC................................................55
SECTION 5.7. PAYMENT OF FEES AND EXPENSES...................................55
SECTION 5.8. ESCROW AGREEMENT...............................................55
SECTION 5.9. EXCHANGE NOTES.................................................55
SECTION 5.10. REGISTRATION RIGHTS AGREEMENT.................................55
SECTION 5.11. DELIVERY OF OPINIONS..........................................56
SECTION 5.12. [INTENTIONALLY OMITTED].......................................56
SECTION 5.13. NO BREACH; NO DEFAULT.........................................56
SECTION 5.14. OTHER CONDITIONS..............................................56
SECTION 5.15. REPRESENTATIONS AND WARRANTIES................................56
SECTION 5.16. NO BREACH; NO DEFAULT.........................................56
SECTION 5.17. ABSENCE OF CERTAIN CHANGES....................................57
SECTION 5.18. MARKET DISRUPTION.............................................57
SECTION 5.19. FINANCIAL STATEMENTS..........................................57
SECTION 5.20. LITIGATION, ETC...............................................58
SECTION 5.21. PAYMENT OF FEES AND EXPENSES..................................58
SECTION 5.22. BORROWING NOTICE; BRIDGE NOTES................................58
SECTION 5.23. OFFER TO PURCHASE.............................................58
SECTION 5.24. SOLVENCY......................................................58
SECTION 5.25. ADDITIONAL MATTERS............................................59

ARTICLE VI. TRANSFER OF THE LOANS, THE INSTRUMENTS EVIDENCING SUCH
             LOANS AND THE SECURITIES; REPRESENTATIONS OF LENDERS;
             PARTICIPATIONS.................................................59
SECTION 6.1. TRANSFER OF THE LOANS, THE INSTRUMENTS EVIDENCING THE LOANS AND
              THE SECURITIES................................................59
SECTION 6.2. PERMITTED ASSIGNMENTS..........................................59
SECTION 6.3. PERMITTED PARTICIPANTS; EFFECT.................................60
SECTION 6.4. DISSEMINATION OF INFORMATION...................................60
SECTION 6.5. TAX TREATMENT..................................................61
SECTION 6.6. REPLACEMENT SECURITIES UPON TRANSFER OR EXCHANGE...............61
SECTION 6.7. REGISTER.......................................................61

ARTICLE VII. EVENTS OF DEFAULT..............................................61
SECTION 7.1. EVENTS OF DEFAULT..............................................61
SECTION 7.2. ACCELERATION...................................................63
SECTION 7.3. RIGHTS AND REMEDIES............................................63
SECTION 7.4. WAIVER OF PAST DEFAULTS........................................64
SECTION 7.5. RIGHTS OF LENDERS TO RECEIVE PAYMENT...........................64

ARTICLE VIII. DEBT SECURITIES...............................................64


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<PAGE>   4

SECTION 8.1. DEBT SECURITIES................................................64

ARTICLE IX. TERMINATION.....................................................64
SECTION 9.1. TERMINATION....................................................64
SECTION 9.2. SURVIVAL OF CERTAIN PROVISIONS.................................64

ARTICLE X. INDEMNITY........................................................64
SECTION 10.1. INDEMNIFICATION...............................................64
SECTION 10.2. SETTLEMENT OF CLAIMS..........................................65
SECTION 10.3. APPEARANCE EXPENSES...........................................65
SECTION 10.4. INDEMNITY FOR TAXES, RESERVES AND EXPENSES....................66
SECTION 10.5. SURVIVAL OF INDEMNIFICATION...................................66
SECTION 10.6. LIABILITY NOT EXCLUSIVE; PAYMENTS.............................67

ARTICLE XI. THE ADMINISTRATIVE AGENT; THE ARRANGER..........................67
SECTION 11.1. APPOINTMENT...................................................67
SECTION 11.2. DELEGATION OF DUTIES..........................................67
SECTION 11.3. EXCULPATORY PROVISIONS........................................67
SECTION 11.4. RELIANCE BY THE ADMINISTRATIVE AGENT..........................68
SECTION 11.5. NOTICE OF DEFAULT.............................................68
SECTION 11.6. NON-RELIANCE ON THE ADMINISTRATIVE AGENT AND OTHER LENDERS....68
SECTION 11.7. INDEMNIFICATION...............................................69
SECTION 11.8. ADMINISTRATIVE AGENT, IN ITS INDIVIDUAL CAPACITY..............69
SECTION 11.9. SUCCESSOR ADMINISTRATIVE AGENT................................69
SECTION 11.10.  ARRANGER....................................................70

ARTICLE XII. MISCELLANEOUS..................................................70
SECTION 12.1. EXPENSES; DOCUMENTARY TAXES...................................70
SECTION 12.2. NOTICES.......................................................70
SECTION 12.3. CONSENT TO AMENDMENTS AND WAIVERS.............................71
SECTION 12.4. PARTIES.......................................................72
SECTION 12.5. NEW YORK LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.72
SECTION 12.6. REPLACEMENT NOTES.............................................72
SECTION 12.7. [INTENTIONALLY OMITTED].......................................73
SECTION 12.8. MARSHALLING; RECAPTURE........................................73
SECTION 12.9. LIMITATION OF LIABILITY.......................................73
SECTION 12.10. INDEPENDENCE OF COVENANTS....................................73
SECTION 12.11. CURRENCY INDEMNITY...........................................73
SECTION 12.12. WAIVER OF IMMUNITY...........................................73
SECTION 12.13. FREEDOM OF CHOICE............................................74
SECTION 12.14. SUCCESSORS AND ASSIGNS.......................................74
SECTION 12.15. MERGER.......................................................74
SECTION 12.16. SEVERABILITY CLAUSE..........................................74
SECTION 12.17. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO 
                SURVIVE DELIVERY............................................75


                                      iii
<PAGE>   5

EXHIBIT A     FORM OF ASSIGNMENT AND ACCEPTANCE
EXHIBIT B     FORM OF BRIDGE NOTE
EXHIBIT C     FORM OF REGISTRATION RIGHTS AGREEMENT
EXHIBIT D     FORM OF ESCROW AGREEMENT
EXHIBIT E     FORM OF EXCHANGE NOTE INDENTURE
EXHIBIT F-1   FORM OF OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
EXHIBIT F-2   FORM OF OPINION OF IN-HOUSE COUNSEL
EXHIBIT G-1   FORM OF BRIDGE NOTE GUARANTEE
EXHIBIT G-2   FORM OF EXCHANGE NOTE GUARANTEE
EXHIBIT H-1   FORM OF OPINION TO BE DELIVERED IN CONNECTION WITH BRIDGE NOTE 
               GUARANTEE 
EXHIBIT H-2   FORM OF OPINION TO BE DELIVERED IN CONNECTION WITH EXCHANGE NOTE 
               GUARANTEE 
EXHIBIT I     FORM OF SOLVENCY CERTIFICATE

SCHEDULES:

SCHEDULE 2.4      PERMITTED ISSUANCES UNDER SECTION 2.4
SCHEDULE 3.6      AUTHORIZED CAPITALIZATION OF THE BORROWER
SCHEDULE 3.10(a)  CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENTS OF
                   INCOME AND CASH FLOWS OF THE BORROWER
SCHEDULE 3.10(b)  BALANCE SHEET AND STATEMENTS OF INCOME OF DIAMOND CABLE
                   COMMUNICATIONS PLC.
SCHEDULE 3.10(c)  PRO FORMA CONSOLIDATED BALANCE SHEET AND CONSOLIDATED
                   STATEMENTS OF INCOME AND CASH FLOWS OF THE BORROWER
SCHEDULE 3.13     ABSENCE OF PROCEEDINGS
SCHEDULE 5.3      ABSENCE OF CERTAIN CHANGES


                                       iv
<PAGE>   6

            THIS BRIDGE LOAN AGREEMENT, dated as of March 17, 1999 (as amended,
restated and/or otherwise modified from time to time, this "Agreement"), is by
and between:

            (a) NTL Incorporated, a Delaware corporation (the "Borrower") and

            (b) Goldman Sachs Credit Partners L.P., as arranger and
      administrative agent (the "Administrative Agent").

            The parties hereto agree as follows:

                                   ARTICLE I.
                                   DEFINITIONS

            Section 1.1. Defined Terms. As used in this Agreement, the following
terms shall have the meanings specified below:

            "9 1/8% and 10% Diamond Indenture" means the Indenture dated as of
February 6, 1998, between the Acquired Business and The Bank of New York,
relating to the 9 1/8% Diamond Notes and the 10% Diamond Notes.

            "10 3/4% Diamond Indenture" means the Indenture dated as of February
27, 1997, between the Acquired Business and The Bank of New York, relating to
the 10 3/4% Diamond Notes.

            "11 3/4% Diamond Indenture" means the Indenture dated as of December
15, 1995, between the Acquired Business and The Bank of New York, relating to
the 11 3/4% Diamond Notes.

            "13 1/4% Diamond Indenture" means the Indenture dated as of
September 28, 1994, between the Acquired Business and The Bank of New York,
relating to the 13 1/4% Diamond Notes.

            "9 1/8% Diamond Notes" means the Acquired Business's 9 1/8% Senior
Notes due February 1, 2008 issued pursuant to the 9 1/8% and 10% Diamond
Indenture.

            "10% Diamond Notes" means the Acquired Business's 10% Senior Notes
due February 1, 2008 pursuant to the 9 1/8 and 10% Diamond Indenture.

            "10 3/4% Diamond Notes" means the Acquired Business's 10 3/4% Senior
Discount Notes due February 15, 2007 issued pursuant to the 10 3/4% Diamond
Indenture.

            "11 3/4% Diamond Notes" means the Acquired Business's 11 3/4% Senior
Discount Notes due December 15, 2005 issued pursuant to the 11 3/4% Diamond
Indenture.

            "13 1/4% Diamond Notes" means the Acquired Business's 13 1/4% Senior
Discount Notes due September 13, 2004 issued pursuant to the 13 1/4% Diamond
Indenture.

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

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

            "10% Notes" means the Borrower's 10% Series B Senior Notes due 2007.
<PAGE>   7

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

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

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

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

            "123/8% Notes" means the Borrower's 123/8% Senior Deferred Coupon
Notes due 2008.

            "7% Convertible Subordinated Notes" means the Borrower's 7%
Convertible Subordinated Notes due 2008 governed by the indenture dated as of
December 16, 1998.

            "Acquired Business" means Diamond Cable Communications plc.

            "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.

            "Acquisition" means the Diamond Cable Acquisition.

            "Additional Amounts" has the meaning specified in the Bridge Notes.

            "Adjusted Total Assets" means the total amount of assets of the
Borrower 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 Borrower 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 Borrower 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 Borrower and such Cable Controlled
Subsidiaries; and (ii) all goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangibles of the Borrower
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 Borrower 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 


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<PAGE>   8

shall be calculated less applicable accumulated depreciation, accumulated
amortization and other valuation reserves, and (b) all calculations shall
exclude all intercompany items.

            "Administrative Agent" means Goldman Sachs Credit Partners L.P.,
acting as administrative agent pursuant to Article XI or any successor or
replacement Administrative Agent, acting in such capacity.

            "Affected Party" means any Lender, any Lender's LIBOR Lending
Office, any beneficial owner of any Lender, and their respective successors and
assigns.

            "Affiliate" of any specified Person means any other Person directly
or 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. Neither the Lenders nor any of their Affiliates
will be treated as an Affiliate of the Borrower or any of its Subsidiaries for
purposes of this Agreement.

            "Agent" means any Registrar or Paying Agent.

            "Agreement" has the meaning specified in the preamble to this
Agreement, as the same may be amended or supplemented from time to time.

            "Anniversary Date" means first anniversary of Funding Date A, which
shall be the initial Funding Date hereunder.

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

            "Arranger" means Goldman Sachs Credit Partners L.P. acting as
arranger in connection with the Bridge Loans.

            "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 Borrower shall be
governed by Section 4.13 or 4.19 hereof) or (ii) any issuance, sale, lease,
transfer, conveyance or other disposition of any Equity Interests of any of the
Borrower's Restricted Subsidiaries to any Person; in either case other than (A)
to (w) the Borrower, (x) any Wholly Owned Subsidiary, or (y) any Subsidiary
which is a Subsidiary of the Borrower on the date hereof provided that at the
time of and after giving effect to such issuance, sale, lease, transfer,
conveyance or other disposition to such Subsidiary, the Borrower's ownership
percentage in such Subsidiary is equal to or greater than such percentage on the
date hereof 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.

            "Assignment and Acceptance" shall mean an assignment and acceptance
entered into by a Lender and an assignee, and accepted by the Administrative
Agent, in the form of Exhibit A or such other form as shall be approved by the
Administrative Agent.


                                       3
<PAGE>   9

            "Bankruptcy Law" means Title 11 of the U.S. Code or any similar
federal or state law for the relief of debtors.

            "Base Rate" means, for any day, the sum of higher of (i) the Federal
Funds Rate for such day plus 400 basis points and (ii) the Prime Rate for such
day. Any change in the Base Rate due to a change in the Prime Rate or the
Federal Funds Rate shall be effective on the effective date of such change in
the Prime Rate or Federal Funds Rate.

            "Base Rate Loan" means a Bridge Loan at any time that the interest
rate thereon is computed with reference to the Base Rate.

            "beneficial owner" and "beneficial ownership" each has the meaning
as defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act.

            "Board" means the Board of Governors of the Federal Reserve System
of the United States or any successor.

            "Board of Directors" means the Board of Directors of the Borrower,
or any authorized committee of the Board of Directors.

            "Borrower" has the meaning specified in the preamble to this
Agreement.

            "Borrowing Notice" has the meaning specified in Section 2.1(c).

            "Bridge Loan" means, collectively, up to $1.35 billion in aggregate
principal amount of Series A Bridge Loans, Series B Bridge Loans and Series C
Bridge Loans made by Lenders to the Borrower.

            "Bridge Note" means a promissory note of the Borrower in the form
attached as Exhibit B hereto evidencing the Bridge Loan of any Lender.

            "Bridge Note Guarantee" has the meaning specified in Section 4.22.

            "Business Day" means each day other than 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, 


                                       4
<PAGE>   10

production and/or licensing business or any programming guide or telephone
directory business or content or software related thereto.

            "Capital Markets Transaction" has the meaning specified in Section
2.4(a).

            "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 Borrower or any Subsidiary of the Borrower from the issue
or sale (other than to a Subsidiary) by the Borrower of any class of its Capital
Stock after October 14, 1993 (including Capital Stock of the Borrower issued
after October 14, 1993 upon conversion of or in exchange for other securities of
the Borrower).

            "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 the Borrower 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 Borrower of a plan of
liquidation or dissolution of the Borrower, (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 Borrower 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 Borrower 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 Borrower'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 Borrower 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 Borrower's Board of Directors then in office.


                                       5
<PAGE>   11

            "Change of Control Fee" means a fee equal to 1.00% of the principal
amount of the Bridge Loans prepaid pursuant to the Change of Control Offer.

            "Change of Control Offer" has the meaning specified in Section
4.13(a).

            "Change of Control Payment" has the meaning specified in Section
4.13(a).

            "Change of Control Payment Date" has the meaning specified in
Section 4.13(a).

            "Closing Date" means the date on which the conditions set forth in
Article V subsection (A) are satisfied or waived in accordance with Section 12.3
and the parties hereto have executed and delivered this Agreement.

            "Code" has the meaning specified in Section 3.20.

            "Commitment" means, with respect to any Lender, the amount set forth
opposite such Lender's signature on the signature pages of this Agreement.

            "Commitment Letter" means that certain letter agreement, dated as of
March 4, 1999, among the Borrower and Goldman Sachs Credit Partners L.P., as
amended, modified or supplemented from time to time.

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

            "Consolidated Net Income" means, with respect to any Person, for any
period, the aggregate of the Net Income of such Person and its Subsidiaries
(other than Non-Restricted Subsidiaries) for such period, on a consolidated
basis, determined in accordance with GAAP; provided that (i) the Net Income of
any Person that is not a Subsidiary or that is accounted for by the equity
method of accounting shall be included only to the extent of the amount of
dividends or distributions paid to the referent Person or a Wholly Owned
Subsidiary, (ii) the Net Income of any Person that is a Subsidiary (other than a
Subsidiary of which at least 80% of the Capital Stock having ordinary voting
power for the election of directors or other governing body of such Subsidiary
is owned by the referent Person directly or indirectly through one or more
Subsidiaries) shall be included only to the extent of the amount of dividends or
distributions paid to the referent Person or a Wholly Owned Subsidiary, (iii)
the Net Income of any Person acquired in a pooling of interests transaction for
any period prior to the date of such acquisition shall be excluded and (iv) the
cumulative effect of a change in accounting principles shall be excluded.


                                       6
<PAGE>   12

            "Continuing Rate" with respect to each Interest Period from and
after the Anniversary Date, will be determined on the second Business Day
immediately preceding such Interest Period and will be the greatest of the
following (expressed as a percentage per annum):

            (i) the LIBOR Rate plus 600 basis points,

            (ii) the sum of the yield (expressed as a percentage per annum) then
      in effect for United States Treasury Notes with a remaining maturity
      closest to 9 years from the Anniversary Date (provided, however, that if
      the remaining term of the Bridge Loans is not equal to the constant
      maturity of a United States Treasury Note for which a weekly average yield
      is given, such yield on United States Treasury Notes shall be obtained by
      linear interpolation (calculated to the nearest one-twelfth of a year)
      from the weekly average yields of United States Treasury Notes for which
      such yields are given) plus 553 basis points, and

            (iii) the sum of the Single B Goldman Sachs High Yield Index Rate
      then in effect plus 25 basis points.

            "Continuing Spread" means zero basis points at all times during the
period commencing on and including the Anniversary Date and ending on the 90th
day thereafter, and increasing by 25 basis points on the 90th day after the
Anniversary Date and by an additional 25 basis points on the last day of each
90-day period thereafter for so long as any Bridge Loans are outstanding.

            "Convertible Subordinated Notes" means the Borrower's 7% Convertible
Subordinated Notes issued pursuant to an indenture dated as of June 12, 1996,
between the Borrower 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) (pound)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 (pound)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 of the indenture, dated November 6, 1998, between the
Borrower and The Chase Manhattan Bank, governing the 123/8% Notes.

            "Cumulative EBITDA" means the cumulative EBITDA of the Borrower from
and after the date hereof 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 Borrower from the date hereof to the end of the fiscal quarter
immediately preceding a proposed Restricted Payment, determined on a
consolidated basis in accordance with GAAP.

            "Custodian" means any receiver, interim receiver, receiver and
manager, trustee, assignee, liquidator, sequestrator, custodian or similar
official under any Bankruptcy Law.


                                       7
<PAGE>   13

            "Debt Securities" means debt securities or preferred stock issued by
the Borrower or any of its Affiliates which have either been registered with the
SEC and sold pursuant to a registration statement in a public offering or
privately placed or otherwise sold in an offering exempt from registration with
the SEC to refinance the Bridge Loans, in accordance with the provisions of the
Engagement Letter.

            "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.

            "Diamond Cable Acquisition" means the acquisition of all of the
issued and outstanding ordinary shares of the Acquired Business pursuant to the
Diamond Cable Acquisition Agreement.

            "Diamond Cable Acquisition Agreement" means that certain Share
Exchange Agreement dated as of June 16, 1998, as amended, among the Borrower and
the Shareholders of the Acquired Business, with respect to the purchase of the
issued and outstanding ordinary shares of the Acquired Business.

            "Diamond Indentures" means, collectively, the 13 1/4% Diamond
Indenture, the 11 3/4% Diamond Indenture, the 10 3/4% Diamond Indenture and the
9 1/8% and 10% Diamond Indenture.

            "Diamond Notes" means, collectively, the 13 1/4% Diamond Notes, the
11 1/4% Diamond Notes, the 10 3/4% Diamond Notes, the 9 1/8% Diamond Notes and
the 10% Diamond Notes.

            "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.

            "dollars" or "$" shall mean lawful money of the United States of
America.

            "EBITDA" means, for any Person, for any period, an amount equal to
(A) the sum of (i) Consolidated Net Income for such period (exclusive of any
gain or loss realized in such period upon an Asset Sale), plus (ii) the
provision for taxes for such period based on income or profits to the extent
such income or profits were included in computing Consolidated Net Income and
any provision for taxes utilized in computing net loss under clause (i) hereof,
plus (iii) Consolidated Interest Expense for such period, plus (iv) depreciation
for such period on a consolidated basis, plus (v) amortization of intangibles
for such period on a consolidated basis, plus (vi) any other non-cash item
reducing Consolidated Net Income for such period (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).

            "Engagement Letter" means that certain letter agreement, dated as of
March 4, 1999, between the Borrower and Goldman, Sachs & Co. entered into in
connection with the Commitment Letter, as amended, modified or supplemented from
time to time.


                                       8
<PAGE>   14

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended, and any regulation promulgated thereunder.

            "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower or any of its Subsidiaries is
treated as a single employer under Section 414(b) or (c) of the Code, or solely
for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as
a single employer under Section 414 of the Code.

            "ERISA Event" means (a) any "reportable event," as defined in
Section 4043 of ERISA or the regulations issued thereunder, with respect to a
Plan except a reportable event for which the requirement of notice to the PBGC
had been waived; (b) the adoption of any amendment to a Plan that would require
the provision of security pursuant to Section 401(a)(29) of the Code or Section
307 of ERISA; (c) the existence with respect to any Plan of an "accumulated
funding deficiency" (as defined in Section 412 of the Code or Section 302 of
ERISA), whether or not waived; (d) the filing pursuant to Section 412(d) of the
Code or Section 303(d) of ERISA of an application for a waiver of the minimum
funding standard with respect to any Plan; (e) the incurrence of any liability
in excess of $1,000,000 under Title IV of ERISA with respect to the termination
of any Plan or the withdrawal or partial withdrawal of the Borrower or any of
its Subsidiaries or any of their ERISA Affiliates from any Plan or Multiemployer
Plan; (f) the receipt by the Borrower or any of its Subsidiaries or any ERISA
Affiliate from the PBGC or a plan administrator of a Multiemployer Plan of any
notice relating to the intention to terminate any Plan or Plans or to appoint a
trustee to administer any Plan; (g) the receipt by the Borrower or any of its
Subsidiaries or any ERISA Affiliate of any notice concerning the imposition of
Withdrawal Liability in excess of $1,000,000 or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA; (h) the occurrence of a "prohibited
transaction" with respect to which the Borrower or any of its Subsidiaries is a
party to the prohibited transaction and is a "disqualified person" (within the
meaning of Section 4975 of the Code) or with respect to which the Borrower or
any of its Subsidiaries could otherwise be liable; and (i) any other event or
condition with respect to a Plan or Multiemployer Plan that could reasonably be
expected to result in liability of the Borrower or any of its Subsidiaries.

            "Escrow Agent" means The Chase Manhattan Bank, in its capacity as
escrow agent pursuant to the Escrow Agreement.

            "Escrow Agreement" means the escrow agreement among the Borrower,
the Administrative Agent, on behalf of the Lenders, and the Escrow Agent, in the
form attached as Exhibit D.

            "Eurocurrency Liabilities" has the meaning assigned to that term in
Regulation D of the Board, as in effect from time to time.

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

            "Event of Default" means any event specified in Section 7.1.

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

            "Exchange Date" has the meaning specified in Section 2.2(a).

            "Exchange Note Guarantee" has the meaning specified in Section 4.22.


                                       9
<PAGE>   15

            "Exchange Note Indenture" means, the indenture relating to the
Exchange Notes, among the Borrower, as issuer, and the Exchange Note Trustee, in
the form attached as Exhibit E, as the same may be amended, modified or
supplemented from time to time.

            "Exchange Notes" means the senior unsecured Exchange Notes of the
Borrower, placed into escrow on the Closing Date, to be issued in exchange for
certain Bridge Loans pursuant to Section 2.2, in the form attached as an exhibit
to the Exchange Note Indenture.

            "Exchange Note Trustee" means, on any date of determination, the
trustee under the Exchange Note Indenture.

            "Exchange Notice" has the meaning specified in Section 2.2(a).

            "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 Borrower and its
Subsidiaries in existence on the date hereof, until such amounts are repaid,
including, without limitation, the Existing Notes.

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

            "Expiration Date" has the meaning specified in the Diamond
Indentures.

            "Federal Funds Rate" means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average
of the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day; provided that (a) if such day is not a Business Day, the Federal Funds Rate
for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day and (b) if no
such rate is so published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average rate charged to the Administrative
Agent (in its individual capacity) on such day on such transactions as
determined by the Administrative Agent.

            "Fee Letter" means that certain Fee Letter, dated as of March 4,
1999, among the Borrower, Goldman Sachs Credit Partners L.P. and Goldman, Sachs
& Co., entered into in connection with the Commitment Letter, as amended,
modified or supplemented from time to time.

            "Foreign Lender" means a Lender that is a foreign person for
purposes of the U.S. federal income tax.

            "Foreign Participant" means a Participant that is a foreign person
for purposes of the U.S. federal income tax.

            "Funding Date" means, collectively, Funding Date A and Funding Date
B.


                                       10
<PAGE>   16

            "Funding Date A" means the date on which the conditions set forth in
Article V subsection (B) are satisfied or waived in accordance with Section 12.3
and the initial Bridge Loans are made by the Lenders.

            "Funding Date B" means the date on which the conditions set forth in
Article V subsection (B) are satisfied or waived in accordance with Section 12.3
and Bridge Loans are made by the Lenders on a date after Funding Date A.

            "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 have been approved by a significant segment
of the accounting profession, which are in effect on the date of this Agreement
and are applied on a consistent basis.

            "Governmental Entity" means any government or political subdivision
or any agency, authority, bureau, central bank, commission, department or
instrumentality thereof, or any court, tribunal, grand jury or arbitrator, in
each case whether foreign or domestic.

            "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

            "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.

            "Guarantor" means the Parent as guarantor under the Note Guarantees.

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

            "Indemnified Party" has the meaning specified in Section 10.1.

            "Initial Period" means the period beginning on (and including)
Funding Date A to (but not including) the Anniversary Date.

            "Initial Spread" means 500 basis points at all times during the
period commencing on and including Funding Date A and ending on the 90th day
thereafter, and increasing by 25 basis points on the 90th day after Funding Date
A and by an additional 25 basis points on the last day of each 90-day period
thereafter for so long as any Bridge Loans are outstanding during the Initial
Period.


                                       11
<PAGE>   17

            "Interbank Offered Rate" means, for any LIBOR Rate Loan for any
Interest Period therefor, the rate per annum (rounded upwards, if necessary, to
the nearest 1/100th of 1%) appearing on Telerate Page 3750 (or any successor
page) as the London interbank offered rate for deposits in dollars at
approximately 11:00 a.m. (London time) two Business Days prior to the first day
of such Interest Period for a term comparable to such Interest Period. If for
any reason such rate is not available, the term "Interbank Offered Rate" shall
mean, for any LIBOR Rate Loan for any Interest Period therefor, the rate per
annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) appearing on
Reuters Screen LIBO Page as the London interbank offered rate for deposits in
dollars at approximately 11:00 a.m. (London Time) two Business Days prior to the
first day of such Interest Period for a term comparable to such Interest Period;
provided, however, if more than one rate is specified on Reuters Screen LIBO
Page, the applicable rate shall be the arithmetic mean of all such rates.

            "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.

            "Interest Payment Date" means (i) the last day of each Interest
Period in the case of LIBOR Rate Loans and Base Rate Loans, (ii) the Maturity
Date, and (iii) the date of any prepayment of all or any portion of the
principal of the Loans.

            "Interest Period" means, (i) in the case of the first Interest
Period applicable to the Bridge Loans made by the Lenders on Funding Date A, the
period commencing on and including Funding Date A and ending on the numerically
corresponding date in the month thereafter, (ii) in the case of the first
Interest Period applicable to the Bridge Loans made by the Lenders on Funding
Date B, the period commencing on and including Funding Date B and ending on the
date specified in clause (i), and (iii) in the case of each subsequent Interest
Period for all Bridge Loans, the period beginning on the last day of the prior
Interest Period and ending on the numerically corresponding date in the month
thereafter; provided, however, that if any Interest Period would end on a day
other than a Business Day, such Interest Period shall be extended until the next
succeeding Business Day unless the next Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next
preceding Business Day. Notwithstanding the foregoing, no Interest Period in
respect of the Bridge Loans may extend beyond the Maturity Date and each
Interest Period that would otherwise commence before and end after the Maturity
Date shall end on the Maturity Date.

            "Investment Bank" means, Goldman, Sachs & Co.

            "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 Borrower 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.

            "Legal Holiday" means a Saturday, a Sunday or any other day on which
banking institutions in the City of New York, or at a place of payment are
authorized by law, regulation or executive order to remain closed and, if such
day relates to a payment or prepayment of principal of, or 


                                       12
<PAGE>   18

interest on, or an Interest Period for, LIBOR Rate Loans, any day which is also
a day on which dealings in dollar deposits are carried out in the London
interbank markets.

            "Lenders" shall mean (a) each financial institution that has
executed a counterpart to this Agreement (other than any such financial
institution that has ceased to be a party hereto pursuant to an Assignment and
Acceptance) and (b) any financial institution that has become a party hereto
pursuant to an Assignment and Acceptance.

            "LIBOR Lending Office" means, with respect to any Lender, the
office, if any, of such Lender specified from time to time as its "LIBOR Lending
Office" in a written notice to the Borrower.

            "LIBOR Rate" means the interest rate per annum calculated according
to the following formula:

                   LIBOR Rate      =     Interbank Offered Rate
                                       ----------------------------
                                       1 - LIBOR Reserve Percentage

            "LIBOR Rate Loan" means a Bridge Loan at any time the interest rate
thereon is computed with reference to the LIBOR Rate.

            "LIBOR Reserve Percentage" means, for any day, that percentage
(expressed as a decimal) which is in effect from time to time under Regulation D
or any successor regulation, as the maximum reserve requirement (including any
basic, supplemental, emergency, special, or marginal reserves) applicable with
respect to Eurocurrency liabilities as that term is defined in Regulation D (or
against any other category of liabilities that includes deposits by reference to
which the interest rate of LIBOR Rate Loans is determined), whether or not any
Administrative Agent or any Lender has any Eurocurrency liabilities subject to
such requirements, without benefits of credits or proration, exceptions or
offsets that may be available from time to time to any Administrative Agent or
any Lender. The LIBOR Rate shall be adjusted automatically on and as of the
effective date of any change in the LIBOR Reserve Percentage.

            "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 statutes) of any jurisdiction).

            "Liquidated Damages" means all liquidated damages then owing
pursuant to Section 3(c) of the Registration Rights Agreement.

            "Loan" means a Bridge Loan.

            "Loan Documents" means this Agreement, the Bridge Notes and the
Related Documents.


                                       13
<PAGE>   19

            "Loan Register" means the register maintained by the Administrative
Agent on behalf of the Borrower pursuant to Section 6.7.

            "Majority Lenders" means, at any time, Lenders holding at least a
majority of the then aggregate unpaid principal balance of the Bridge Loans, or,
if no such principal amount is then outstanding, Lenders having at least a
majority of the total Commitments; provided that, for purposes hereof, neither
the Borrower nor any of its Affiliates shall be included in (i) the Lenders
holding such amount of the Loans or having such amount of the Commitments or
(ii) determining the aggregate unpaid principal amount of the Bridge Loans or
the total Commitments.

            "Material Adverse Effect" means any circumstance or event that (i)
has, or may be reasonably expected to have, any materially adverse effect upon
the validity or enforceability of this Agreement or any of the Loan Documents,
(ii) is, or may be reasonably expected to be, materially adverse to the
consolidated financial condition, business, operations, assets, liabilities,
management or prospects of the Borrower and its Subsidiaries, taken as a whole,
or (iii) materially impairs the ability of the Borrower to consummate the Bridge
Loans or to perform its Obligations under the Loan Documents.

            "Material Contracts" has the meaning specified in Section 3.4.

            "Material License" means a License held by the Borrower 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 Borrower 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 Limited, CableTel Glasgow, CableTel
Newport and CableTel Kirklees and (ii) any other Subsidiary of the Borrower
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).

            "Maturity Date" means (i) in the case of the Series A Bridge Loans
and the related Bridge Notes, September 14, 2004; (ii) in the case of the Series
B Bridge Loans and the related Bridge Notes, December 16, 2005; and (iii) in the
case of the Series C Bridge Loans and the related Bridge Notes, February 2,
2008.

            "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.

            "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

            "Net Cash Proceeds" means the aggregate cash proceeds received by
the Borrower or any of its Subsidiaries or any parent holding company of the
Borrower (including any cash and cash equivalents and cash payments received by
way of deferred payment of principal pursuant to a note, an installment
receivable or otherwise, but only as and when received) from any Capital Markets
Transaction, 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 


                                       14
<PAGE>   20

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, plus any cash received in connection with the Monetizing, if
any, of Equity Interests pursuant to Section 4.10(a)(iii)(y).

            "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 Borrower.

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

            "Non-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 Borrower, 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 4.7 hereof), at any previous time,
directly or indirectly from the Borrower 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 Borrower is equal to or
less than the ratio of Indebtedness to Annualized Pro Forma EBITDA of the
Borrower immediately preceding such designation, provided, however, that if the
ratio of Indebtedness to Annualized Pro Forma EBITDA of the Borrower immediately
preceding such designation is 6:1 or less, then the ratio of Indebtedness to
Annualized Pro Forma EBITDA of the Borrower 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 Borrower or Capital Stock Sale Proceeds therefrom, (b) has no
Indebtedness other than Non-Recourse Debt and (c) is designated as a
Non-Restricted Subsidiary by the Board of Directors or is merged, amalgamated or
consolidated with or into, or its assets or capital stock is to be transferred
to, a Non-Restricted Subsidiary; or (C) any Subsidiary of a Non-Restricted
Subsidiary.

            "Note Guarantees" means, collectively, the Bridge Note Guarantee and
the Exchange Note Guarantee.

            "Obligations" means all now existing and hereafter arising
obligations and liabilities of the Borrower to any and all of the Lenders
arising under or in connection with the Loan Documents, whether absolute or
contingent, and whether for principal, interest, penalties, premium, fees,
indemnifications, reimbursements, damages (including, if applicable, Additional
Amounts and Liquidated Damages), or otherwise and specifically including
post-petition interest (whether or not an allowable claim).


                                       15
<PAGE>   21

            "Offering Documents" means an offering memorandum or prospectus
together with such other documents, instruments and agreements as the Investment
Bank may request in its sole discretion in connection with the issuance of the
Debt Securities.

            "Offer to Purchase" has the meaning specified in the Diamond
Indentures.

            "Officer" means, with respect to any Person, the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operation Officer,
the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary, any Assistant Secretary or any Vice-President of such
Person.

            "Officers' Certificate" means a certificate signed on behalf of the
Borrower by two Officers of the Borrower, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Borrower.

            "Old Notes" means the 123/8% Notes, 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, the 11 1/2% Notes and the 7% Convertible Subordinated Notes.

            "Other Qualified Notes" means any outstanding senior indebtedness of
the Borrower issued pursuant to an indenture having a provision substantially
similar to Section 4.10 of the indenture, dated November 6, 1998, between the
Borrower and The Chase Manhattan Bank, governing the 123/8% Notes (including,
without limitation, the 123/8% Notes, 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).

            "Other Taxes" has the meaning specified in Section 2.9(b). "Parent"
means any Person that is formed or organized as a holding company for the
Borrower and its Subsidiaries.

            "Participants" has the meaning specified in Section 6.3(a).

            "Participations" has the meaning specified in Section 6.3.

            "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any of its functions under ERISA.

            "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 


                                       16
<PAGE>   22

or incompetence of a Permitted Holder, his estate, heirs, executor,
administrator, committee or other personal representative or (iv) any
corporation or entity at least 50% of the voting power of all classes of the
voting stock of which is owned by one or more Permitted Holders.

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

            "Permitted Investments" means (a) any Investments in the Borrower or
in a Cable Controlled Property or in a Qualified Subsidiary (including, without
limitation, (i) Guarantees of Indebtedness of the Borrower, a Cable Controlled
Subsidiary or a Qualified Subsidiary, (ii) Liens securing such Indebtedness 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 Borrower 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 Borrower or any Subsidiary of the Borrower 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 Borrower or a Wholly Owned Subsidiary of the Borrower; and
(e) any issuance, transfer or other conveyance of Equity Interests (other than
Disqualified Stock) in the Borrower (or any Capital Stock Sale Proceeds
therefrom) to a Subsidiary of the Borrower.

            "Permitted Liens" means (a) Liens in favor of the Borrower; (b)
Liens on property of a Person existing at the time such Person is merged into or
consolidated with the Borrower or any Subsidiary of the Borrower; 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 Borrower 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 date hereof; (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 Borrower 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 Borrower or any of
its Restricted Subsidiaries in connection with any Asset Sale or any Investment
otherwise permitted under the terms of this Agreement and (y) to the extent
that, after giving pro forma effect to the acquisition thereof by the Borrower
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 Borrower.

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


                                       17
<PAGE>   23

            "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 307 of ERISA, and in respect of which the Borrower or
any of its Subsidiaries or any ERISA Affiliate is (or, if such plan were
terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as
defined in Section 3(5) of ERISA.

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

            "Prepayment Date" has the meaning specified in Section 2.7.

            "Prime Rate" means the rate that UBS announces from time to time as
its prime lending rate, as in effect from time to time. The Prime Rate is a
reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer. The Administrative Agent or any other Lender
under this Agreement may make commercial loans or other loans at rates of
interest at, above or below the Prime Rate.

            "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 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 Borrower, all of the foregoing
references to "Subsidiary" or "Subsidiaries" shall be deemed to refer only to a
"Restricted Subsidiary" or "Restricted Subsidiaries" of the Borrower.

            "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 Agreement, the indentures governing the Old Notes or any other
instrument governing unsecured indebtedness of the Borrower which is pari passu
with the Bridge Notes) on its ability to pay dividends or make any other
distributions to the Borrower or any of its Subsidiaries.

            "Rating Agencies" means (i) S&P and (ii) Moody's.

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

            "Registration Rights Agreement" means the registration rights
agreement between the Borrower and the Administrative Agent pursuant to which
the Exchange Notes are required to be 


                                       18
<PAGE>   24

registered for public sale, in the form attached as Exhibit C, as amended,
modified or supplemented from time to time.

            "Regulation D" means Regulation D of the Board as the same may be
amended or supplemented from time to time.

            "Related Documents" means the Exchange Notes, the Exchange Note
Indenture, the Registration Rights Agreement, the Escrow Agreement, the
Engagement Letter, the Fee Letter and the Note Guarantees.

            "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 Borrower's acquiring such Equity Interests, (y)
Permitted Non-Controlled Assets or (z) any combination of the foregoing.

            "Request" has the meaning specified in Section 8.1(b).

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

            "Restricted Payments" has the meaning specified in Section 4.7.

            "Restricted Subsidiary" means any Subsidiary of the Borrower which
is not a Non-Restricted Subsidiary.

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

            "SEC" means the Securities and Exchange Commission.

            "Securities" means, collectively, the Exchange Notes.

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

            "Series A Bridge Loans" means the Bridge Loans made by the Lenders
to fund the Offer to Purchase the Series A Diamond Notes.

            "Series B Bridge Loans" means the Bridge Loans made by the Lenders
to fund the Offer to Purchase the Series B Diamond Notes.

            "Series C Bridge Loans" means the Bridge Loans made by the Lenders
to fund the Offer to Purchase the Series C Diamond Notes.

            "Series A Diamond Notes" means the 13 1/4% Diamond Notes.

            "Series B Diamond Notes" means the 11 3/4% Diamond Notes.

            "Series C Diamond Notes" means the 10 3/4% Diamond Notes, the 9 1/8%
Diamond Notes and the 10% Diamond Notes.


                                       19
<PAGE>   25

            "Single B Goldman Sachs High Yield Index Rate" means the rate
(expressed as a percentage per annum) determined by Goldman, Sachs & Co. to
represent the weighted average of the market yields during the preceding month
on high-yield debt securities issued in minimum issue sizes of $100 million
each.

            "Solvency Certificate" means a certificate in the form of Exhibit I
attached hereto.

            "Solvent" means, with respect to any Person on a pro forma basis
immediately after the consummation of the transaction that (i) the fair value of
such Person's assets exceeds its stated liabilities, including all contingent
liabilities, (b) the present fair saleable value of such Person's assets exceeds
that amount that will be required to pay its probable liability on its debts as
they become absolute and mature, (c) such Person will not have incurred debts
beyond its ability to pay such debts as they mature, and (d) the then remaining
assets of such Person will not constitute an unreasonably small capital for such
Person's businesses.

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

            "Subordinated Debentures" means the debentures exchangeable by the
Borrower 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.

            "Taxes" has the meaning specified in Section 2.9(a).

            "Transaction Documents" means the Loan Documents and the Diamond
Cable Acquisition Agreement.

            "Transactions" means, collectively, the Acquisition, the related
repurchase of the Diamond Notes pursuant to one or more Offers to Purchase made
in accordance with the Diamond Indentures, the related financing transactions
and each of the other transactions contemplated by the Transaction Documents.

            "Transferee" has the meaning specified in Section 6.4.

            "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.

            "UBS" means UBS A.G., Stamford Branch.

            "Unfunded Pension Liabilities" means the `amount of unfunded benefit
liabilities' as defined in Section 4001(a)(18) of ERISA.

            "Voting Stock" of any Person as of any date means the Capital Stock
of such Person that is at the time entitled to vote in the election of the board
of directors of such Person.

            "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 


                                       20
<PAGE>   26

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.

            "West Street" means West Street Fund I, L.L.C., an Affiliate of
Goldman Sachs Credit Partners L.P.

            "Wholly Owned Restricted Subsidiary" of any Person means a
Restricted Subsidiary of such Person all of the outstanding Capital Stock or
other ownership interests of which (other than directors' qualifying shares)
shall at the time be owned (i) by such Person, (ii) by one or more Wholly Owned
Restricted Subsidiaries of such Person or (iii) by such Person and one or more
Wholly Owned Restricted Subsidiaries of such Person.

            "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 Borrower.

            "Withdrawal Liabilities" means liability to a Multiemployer Plan as
a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

            "Year 2000 Problem" has the meaning specified in Section 3.17.

            Section 1.2. Interpretation. In this Agreement, the singular
includes the plural and the plural includes the singular; words implying any
gender include the other genders; references to any section, exhibit or schedule
are to sections, exhibits or schedules hereto unless otherwise indicated;
references to statutes are to be construed as including all statutory provisions
consolidating, amending or replacing the statute referred to; references to
"writing" include printing, typing, lithography and other means of reproducing
words in a visible form; "including" following a word or phrase shall not be
construed to limit the generality of such word or phrase; and an accounting term
not otherwise defined has the meaning assigned to it in accordance with GAAP.

                                   ARTICLE II.
                               THE CREDIT FACILITY

            Section 2.1. Commitments to Make Bridge Loans.

            (a) In reliance upon the representations and warranties of the
Borrower set forth herein and subject to the terms and conditions herein set
forth, each of the Lenders severally agrees to make Bridge Loans to the Borrower
on each Funding Date. The proceeds of each Bridge Loan shall be disbursed by
wire transfer on the applicable Funding Date as provided in written instructions
delivered by the Borrower to each of the Lenders on the Business Day prior to
the applicable Funding Date. Each Bridge Loan will mature on the applicable
Maturity Date.

            (b) On Funding Date A, which shall be the initial Funding Date
hereunder, the aggregate principal amount of Bridge Loans that shall be funded
by the Lenders shall be an amount less than or equal to the Commitment. On
Funding Date B, which shall be the second Funding Date hereunder, the aggregate
principal amount of the Bridge Loans that shall be funded by the Lenders shall
be an amount less than or equal to (x) the Commitment, less (y) the aggregate
principal amount of the Bridge Loans made by the Lenders on Funding Date A.
Notwithstanding any other provision herein to the contrary, the Lenders, subject
to the terms and conditions set forth herein, shall be obligated to make 


                                       21
<PAGE>   27

Bridge Loans to the Borrower during the ten (10) Business Days immediately
succeeding (and including) the Expiration Date.

            (c) The Borrower shall have given the Administrative Agent an
irrevocable written notice (a "Borrowing Notice") prior to 10:00 A.M., New York
City time, at least three (3) Business Days prior to the applicable Funding
Date. Upon receipt of a Borrowing Notice, the Administrative Agent shall
promptly notify the Lenders thereof. Each Borrowing Notice shall specify (i) the
aggregate principal amount and the maturity dates of the Diamond Notes that have
been tendered in accordance with the Diamond Indentures and (ii) the aggregate
principal amount of the Series A Bridge Loans, the Series B Bridge Loans and the
Series C Bridge Loans, as the case may be, that the Borrower is requesting the
Lenders to make hereunder. The Series A Bridge Loans shall be used to fund the
repurchase of the Series A Diamond Notes, the Series B Bridge Loans shall be
used to fund the repurchase of the Series B Diamond Notes and the Series C
Bridge Loans shall be used to fund the repurchase of the Series C Diamond Notes.

            Section 2.2. Option to Exchange Bridge Loans for Exchange Notes.

            (a) On any Business Day on or after the Anniversary Date (if any),
any Lender may elect to exchange all or any portion of its Bridge Loan for one
or more Exchange Notes by giving not less than sixty days' prior irrevocable
written notice (in the form of Annex A to the Escrow Agreement) of such election
to the Borrower, the Administrative Agent and the Exchange Note Trustee, which
written notice may be delivered by such Lender prior to or after the Anniversary
Date, specifying the principal amount of its Bridge Loan to be exchanged (which
shall be at least $1,000,000 and integral multiples of $1,000 in excess
thereof), the maturity dates of the Exchange Notes (which shall correspond to
the Maturity Date of such Bridge Loan) and, subject to Section 6.1, the name of
the proposed registered holder and, subject to the terms of the Exchange Note
Indenture, the amount of each Exchange Note requested, the date on which the
Bridge Loans are to be exchanged (such date to be not less than sixty days from
the date of such notice, the "Exchange Date") (each such notice, an "Exchange
Notice"); provided, that in no event shall the aggregate principal amount of the
Bridge Loans initially exchanged pursuant to this Section 2.2(a) be less than
$25,000,000; provided that, during such sixty day period, such Lender may amend,
modify or supplement the Exchange Notice and such Lender shall promptly deliver
copies of such amendment, modification or supplement to the Borrower, the
Administrative Agent and the Exchange Note Trustee. Any such exchanging Lender
shall deliver its Bridge Notes to the Administrative Agent within ten Business
Days immediately preceding the Exchange Date. Bridge Notes exchanged for
Exchange Notes pursuant to this Section 2.2 shall be deemed repaid and canceled
and in accordance with Section 2(a) of the Escrow Agreement and the Exchange
Notes so issued shall be governed by and construed in accordance with the
provisions of the Exchange Note Indenture.

            (b) Not later than the fifth Business Day immediately preceding the
Exchange Date, the Administrative Agent shall deliver to the Escrow Agent the
original Bridge Notes delivered to it by the exchanging Lender, together with
the applicable Exchange Notice, pursuant to Section 2.2(a). The Escrow Agent
shall return each Bridge Note so delivered to it to the Borrower in accordance
with Section 2(a) of the Escrow Agreement and, if applicable, the Borrower shall
issue a replacement Bridge Note to such Lender in an amount equal to the
principal amount of such Lender's Bridge Loan that is not being exchanged. The
Escrow Agent shall deliver the applicable Exchange Note(s) to the Exchange Note
Trustee for authentication and delivery to the holder or holders thereof
specified in the Exchange Notice

            (c) Each Exchange Note issued pursuant to this Section 2.2 shall
bear interest at a fixed rate equal to the rate per annum borne by the Bridge
Loan on the date of the Exchange Notice, plus 100 basis points and shall have a
maturity date that corresponds to the Maturity Date of the Bridge Loan 


                                       22
<PAGE>   28

exchanged for such Exchange Note. Accrued interest on Bridge Loans so exchanged
shall be paid from and including the most recent date to which interest has been
paid on the Bridge Loans so exchanged to (but not including) the Exchange Date
and the Exchange Notes received in such exchange shall bear interest from and
including the applicable Exchange Date.

            Section 2.3. Interest; Default Interest.

            (a) Interest Rate Applicable to Bridge Loans During the Initial
Period. Subject to Sections 2.3(d), (e) and (f) below, the unpaid principal
balance of all Bridge Loans outstanding at any time during the Initial Period
shall accrue interest at a rate per annum equal to the sum of the LIBOR Rate
plus the Initial Spread, changing on the first day of each Interest Period when
and as the LIBOR Rate and/or the Initial Spread changes. If the Bridge Loans are
Base Rate Loans (pursuant to Section 2.8(b) or (c)), the unpaid principal
balance thereof shall bear interest until paid at a rate per annum equal to the
sum of the Base Rate plus the Initial Spread, changing when and as the Base Rate
and/or the Initial Spread changes.

            (b) Interest Rate Applicable to Bridge Loans As Of and Following the
Anniversary Date. Subject to Sections 2.3(d), (e) and (f) below, interest on the
unpaid principal balance of all Bridge Loans outstanding at any time on and
after the Anniversary Date shall accrue interest at a rate per annum equal to
the Continuing Rate plus the Continuing Spread, changing when and as the
Continuing Rate and/or Continuing Spread changes. If the Bridge Loans are Base
Rate Loans (pursuant to Section 2.8(b) or (c)), the unpaid principal balance
thereof shall bear interest until paid at a rate per annum equal to the sum of
the Base Rate plus the Continuing Spread, changing when and as the Base Rate
and/or the Continuing Spread changes.

            (c) Basis of Computation of Interest; Payment of Interest. All
interest shall be calculated for actual days elapsed on the basis of a 360-day
year and shall be payable in arrears not later than 12:00 noon (New York City
time) on each Interest Payment Date by wire transfer of immediately available
funds in accordance with Section 2.8.

            (d) Default Interest. If the Borrower shall default in the payment
of the principal of or interest on any Bridge Loan or any other Obligation
becoming due hereunder, by acceleration or otherwise, or under any other Loan
Document, the Borrower shall on demand from time to time pay interest, to the
extent permitted by law, on such defaulted amount to but excluding the date of
actual payment (after as well as before judgment) to the extent lawful, at a
rate per annum equal to 200 basis points in excess of the otherwise applicable
interest rate on the Bridge Loans. The Borrower shall pay such default interest
and all interest accruing on any overdue Obligation in cash on demand from time
to time.

            (e) Maximum Interest Rate. Notwithstanding anything contained in
Section 2.3(a) or 2.3(b) above, in no event shall the interest rate on the Loans
for any Interest Period exceed an annual rate equal to the lesser of (i) 16% and
(ii) the maximum interest rate permitted by law.

            (f) Option to Pay Interest in Kind. Subject to Section 2.3 d), to
the extent that the interest rate on the Bridge Loans for any Interest Period
exceeds a rate equal to 14% per annum, the Borrower shall have the option to pay
to each Lender, pro rata, all or a portion of the interest payable for such
Interest Period in excess of the amount of interest that would have been payable
on such date at an interest rate of 14% per annum, by capitalizing such excess
interest and adding it to the aggregate principal amount of outstanding Bridge
Loans held by such Lender, effective as of the applicable Interest Payment Date.
The Borrower shall give the Administrative Agent an irrevocable notice that it
will 


                                       23
<PAGE>   29

exercise such right at least three Business Days prior to any Interest Payment
Date as to which such right is to be exercised.

            (g) Payment of Interest and Liquidated Damages. Except as otherwise
set forth herein, interest, Liquidated Damages and Additional Amounts on each
Bridge Loan shall be payable in arrears on and to (i) each Interest Payment Date
applicable to that Bridge Loan; (ii) any prepayment of that Bridge Loan, to the
extent accrued on the amount being prepaid; (iii) at maturity, including final
maturity; and (iv) if such Bridge Loan is a Bridge Loan that is exchanged for an
Exchange Note, the date of exchange as specified in the relevant Exchange
Notice. All interest, Liquidated Damages and Additional Amounts payments shall
be made not later than 12:00 noon (New York City time) on the date specified for
payment by wire transfer of immediately available funds in accordance with
Section 2.8.

            Section 2.4. Mandatory Prepayment.

            (a)Subject to the second succeeding sentence, the Borrower shall
prepay the Bridge Loans ratably in accordance with the aggregate outstanding
principal balances thereof, with the Net Cash Proceeds of: (i) any direct or
indirect public offering or private placement of the Debt Securities, or any
debt or equity securities of the Borrower or the Parent, or any Subsidiary of
the Borrower issued after the Closing Date (other than the securities listed on
Schedule 2.4 hereto), (ii) the incurrence of any other Indebtedness by the
Borrower or the Parent, or any Subsidiary of the Borrower after the Closing Date
and (iii) any Asset Sale by the Borrower or the Parent, or any Subsidiary of the
Borrower after the Closing Date (other than an Asset Sale permitted under
Section 4.10 and subject to the requirements of the indentures of the Borrower
and the Diamond Indentures, in each case, in existence as of the date hereof)
(each of the transactions in the foregoing clauses (i), (ii) and (iii), a
"Capital Markets Transaction"). With respect to any securities the net proceeds
of which are used to redeem the Borrower's 9.9% Preferred Stock, Series A and/or
the Borrower's 9.9% Preferred Stock, Series B (as described on Schedule 2.4
attached hereto), on the date that such securities are issued, the Borrower
shall prepay the Bridge Loans in accordance with this Section 2.4 in an amount
equal to the net proceeds used or to be used to redeem the Borrower's 9.9%
Preferred Stock, Series A and/or the Borrower's 9.9% Preferred Stock, Series B.
The Bridge Loans prepaid by the Borrower in accordance with this Section 2.4
shall be paid in the following order of priority: first, the Series C Bridge
Loans, second, the Series B Bridge Loans, and third, the Series A Bridge Loans.

Subject to Section 2.6 and Section 2.7, the Borrower shall, not later than the
fifth Business Day following any Capital Markets Transaction, apply such Net
Cash Proceeds or excess available cash to prepay the Bridge Loans pursuant to
this Section 2.4, without premium or penalty, by paying to each Lender an amount
equal to 100% of such Lender's pro rata share of the aggregate principal amount
of the Bridge Loans to be prepaid, plus accrued and unpaid interest thereon to
the Prepayment Date.

            (b) Subject to and in accordance with Section 4.13, in the event of
any Change of Control, the Borrower shall offer to prepay the Loans pursuant to
Section 4.13.

            Section 2.5. Optional Prepayment. Subject to Section 2.6 and Section
2.7 and the next succeeding sentence, the Borrower may prepay the Bridge Loans
at any time without premium or penalty, in whole or in part, on a pro rata
basis, by paying to each applicable Lender an amount equal to 100% of such
Lender's pro rata share of the aggregate principal amount of Bridge Loans to be
prepaid, plus accrued and unpaid interest thereon to the Prepayment Date. The
Bridge Loans prepaid by the Borrower pursuant to this Section 2.5 shall be paid
in the following order of priority, first, the Series C Bridge Loans, second,
the Series B Bridge Loans, and, third, the Series A Bridge Loans.


                                       24
<PAGE>   30

            Section 2.6. Breakage Costs; Indemnity. The Borrower agrees to
indemnify and hold each Affected Party harmless from and against any loss or
expense which such Affected Party sustains or incurs as a consequence of:

            (a) default by the Borrower in making any prepayment after the
      Borrower has given a notice thereof in accordance with the provisions of
      Section 2.4 or 2.5, as applicable, or

            (b) the mandatory or optional prepayment of LIBOR Rate Loans on a
      day that is not the last day of an Interest Period.

Such indemnification may include an amount equal to the excess, if any of (i)
such Affected Party's actual loss and expenses incurred (excluding lost profits)
in connection with, or by reason of, any of the foregoing events and (ii) the
excess, if any of (A) the amount of interest that would have accrued on the
principal amount of Bridge Loans not so made or the principal amount of Bridge
Loans so prepaid from the date of such proposed issuance or prepayment in the
case of a failure to make Bridge Loans, to the last day of the Interest Period
that would have commenced on the proposed date of funding, or in the case of any
such prepayment, to the last day of the Interest Period in which such prepayment
occurred, in each case at the applicable rate of interest for such Bridge Loans
provided for herein (excluding, however, the Initial Spread or the Continuing
Spread, as the case may be, included therein, if any) over (B) the amount of
interest (as reasonably determined by such Affected Party) which would have
accrued to such Affected Party on such amount by placing such amount on deposit
for a period comparable to such Interest Period with leading banks in the
interbank LIBOR market. A certificate as to any amounts payable pursuant to this
Section 2.6 submitted to the Borrower by any Affected Party shall be conclusive
in the absence of manifest error. This covenant shall survive the termination of
this Agreement and the payment of the Obligations.

            Section 2.7. Effect of Notice of Prepayment. The Borrower shall
notify the Lenders of any prepayment in writing at their addresses shown in the
Loan Register, which notice shall be given at least five Business Days prior to
any date set for prepayment of Loans (each such day, a "Prepayment Date"). Once
such notice is sent or mailed, the Bridge Loans to be prepaid shall become due
and payable on the Prepayment Date set forth in such notice. Such notice may not
be conditional (other than receipt of proceeds in connection with a refinancing
of the Bridge Loans).

            Section 2.8. Payments.

            (a) Wire Transfer. The principal of fees, premium, if any, interest,
Liquidated Damages, if any, and Additional Amounts, if any, on each Bridge Loan
and all other Obligations arising under the Loan Documents shall be payable by
wire transfer in immediately available funds (in United States dollars) to the
Administrative Agent for the respective accounts of the Lenders set forth below
their signatures on the signature pages of this Agreement or otherwise
designated in the Loan Register from time to time to the Borrower by any Lender
at least three Business Days prior to the due date therefor.

            (b) Change in Costs. If prior to the first day of any Interest
Period with respect to a LIBOR Rate Loan, any Lender shall have determined
(which determination shall be conclusive and binding upon the Borrower) that:
(i) by reason of circumstances affecting the relevant market, adequate and
reasonable means do not exist for ascertaining the LIBOR Rate for such Interest
Period, or (ii) the LIBOR Rate determined or to be determined for such Interest
Period will not adequately and fairly reflect the cost to such Lender or its
LIBOR Lending Office of maintaining its LIBOR Rate Loan during such Interest
Period, then such Lender shall give facsimile or telephone notice thereof to the
Borrower as soon as practicable thereafter. If such notice is given, the
interest rate on each Bridge Loan of such 


                                       25
<PAGE>   31

Lender for such Interest Period and for each subsequent Interest Period until
such Lender gives notice to the Borrower otherwise shall equal the sum of the
Base Rate plus the Initial Spread or the Continuing Spread, as the case may be.

            (c) Change in Law. Notwithstanding any other provision of this
Agreement, if any Lender shall notify the Borrower that subsequent to the date
hereof the introduction of, or any change in the interpretation of, any law or
regulation makes it unlawful, or any Governmental Entity asserts that it is
unlawful, for such Lender or its LIBOR Lending Office to make or maintain LIBOR
Rate Loans hereunder, (i) the obligation of such Lender to make or maintain
LIBOR Rate Loans shall be suspended until such Lender shall notify the Borrower
that the circumstances causing such suspension no longer exist and (ii) any
LIBOR Rate Loan then outstanding from such Lender shall immediately be converted
into a Base Rate Loan.

            (d) Payments on Business Days. If any payment to be made hereunder
or under any Bridge Note shall be due on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day (and such extension of
time shall be included in computing interest in connection with such payment);
provided, however, that if such succeeding Business Day falls in the next
calendar month, such payment shall be made on the next preceding Business Day.

            (e) Partial Prepayments and Redemptions. All partial prepayments and
redemptions of the outstanding principal balance of the Bridge Loans shall be
made ratably amongst the applicable Lenders in accordance with their respective
shares of the aggregate outstanding principal balance of the Bridge Loans
eligible for prepayment or redemption; provided, however, that all partial
prepayments and redemptions by the Borrower shall be made in the following order
of priority: first, the Series C Bridge Loans, second, the Series B Bridge
Loans, and third, the Series A Bridge Loans.

            (f) No Defense. To the fullest extent permitted by law, the Borrower
shall make all payments hereunder and under the Bridge Notes regardless of any
defense or counterclaim.

            (g) Allocation. Any money paid to, received by, or collected by any
Administrative Agent or any Lender pursuant to this Agreement or any other Loan
Document, shall be applied in the following order, at the date or dates fixed by
the Administrative Agent:

            First: to any unpaid fees and reimbursement or unpaid expenses of
      the Administrative Agent hereunder and under the Fee Letter;

            Second: to the payment of all costs, expenses, other fees,
      commissions and taxes owing to any Lender hereunder;

            Third: to the indefeasible payment of all accrued interest to the
      date of such payment or collection and any Liquidated Damages and
      Additional Amounts;

            Fourth: to the indefeasible payment of the amounts then due and
      unpaid under this Agreement, the Bridge Notes or any other Loan Document
      for principal, in respect of which or for the benefit of which such money
      has been paid or collected, ratably, without preference or priority of any
      kind, according to the amounts due and payable on the Bridge Notes for
      principal; and

            Fifth: the balance, if any, to the Person lawfully entitled thereto.


                                       26
<PAGE>   32

            Section 2.9. Taxes.

            (a) Taxes. Any and all payments by the Borrower hereunder or under
the Bridge Notes, the Exchange Notes or any other Loan Document shall be made,
in accordance with Section 2.8 or the other applicable provision of the
applicable Loan Document, free and clear of and without deduction or withholding
for or on account of any and all present or future taxes, levies, imposts,
deductions, charges, withholdings or additions to tax, interest, penalties and
all other liabilities with respect thereto, excluding (i) income, franchise or
similar taxes imposed or levied on the Administrative Agent or the Lenders as a
result of a present or former connection between the Administrative Agent or the
Lenders and the jurisdiction of the governmental authority imposing such tax or
any political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from such Administrative Agent or such Lenders
having executed, delivered or performed its obligations or received a payment
under, or enforced, this Agreement) and (ii) in the case of any Foreign Lender,
any taxes that are in effect and that would apply to a payment hereunder or
under the Bridge Notes, the Exchange Notes or any other Loan Document made to
such Foreign Lender as of the date such Foreign Lender becomes a party to this
Agreement, or in the case of any other Lender which changes its lending office
with respect to a Bridge Loan or the Exchange Notes to an office outside the
U.S., any taxes that are in effect and would apply to a payment to such Lender
as of the date of the change of the lending office (all such non-excluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes"). If the Borrower shall be required by law to
deduct or withhold any Taxes from, or in respect of, any sum payable hereunder
or under the Bridge Notes, the Exchange Notes or any other Loan Document to the
Administrative Agent or the Lenders or any of their respective Affiliates who
may become a Lender: (i) the sum payable thereunder shall be increased as may be
necessary so that after making all required deductions or withholdings
(including deductions or withholdings applicable to additional sums payable
under this Section 2.9) the Administrative Agent or the Lenders or any of their
respective Affiliates receives an amount equal to the sum it would have received
had no such deductions or withholdings been made; (ii) the Borrower shall make
such deductions or withholdings; and (iii) the Borrower shall pay the full
amount deducted to the relevant tax authority or other authority in accordance
with applicable laws.

            (b) Other Taxes. In addition, the Borrower agrees to pay any present
or future stamp, mortgage recording or documentary taxes or any other excise or
property taxes, charges or similar levies which arise from any payment made
hereunder or under a Bridge Note, Exchange Note or other Loan Document or from
the execution, delivery or registration of, or otherwise with respect to, this
Agreement or the other Loan Documents (hereinafter referred to as "Other Taxes")
and hold each Administrative Agent and each Lender harmless from and against any
and all liabilities with respect to or resulting from any delay or omission
(other than to the extent attributable to such Lender) to pay such Other Taxes.
Each Lender represents that, to the best of its knowledge, except for any such
Other Taxes that may be imposed under the federal, state or local laws of the
United States (or any political subdivision thereof), it is not aware of any
such stamp, mortgage recording or documentary taxes or any other excise or
property taxes, charges or similar levies.

            (c) Indemnity. The Borrower will indemnify any Administrative Agent
and any Lender for the full amount of Taxes or Other Taxes arising in connection
with payments made under this Agreement or any other Loan Document (including,
without limitation, any Taxes or Other Taxes imposed by any jurisdiction on
amounts payable under this Section 2.9) paid by any Administrative Agent or any
Lender or any of their respective Affiliates and any liability (including
penalties, additions to tax interest and expenses) arising therefrom or with
respect thereto. Payment under this indemnification shall be made within fifteen
days from the date any Administrative Agent or any Lender or any of their
respective Affiliates makes written demand therefor; provided, however, that the
Borrower shall not be obligated to make payment to the Lender or the
Administrative Agent (as the case 


                                       27
<PAGE>   33

may be) pursuant to this Section 2.9(c) in respect of penalties, interest and
other liabilities attributable to any Taxes or Other Taxes, if (i) written
demand therefor has not been made by such Lender or such Administrative Agent
within 60 days from the date on which such Lender or such Administrative Agent
received written notice of the imposition of Taxes or Other Taxes by the
relevant taxing or governmental authority, but only to the extent such
penalties, interest and other similar liabilities are attributable to such
failure or delay by the Administrative Agent or the Lender in making such
written demand, (ii) such penalties, interest and other liabilities have accrued
after the Borrower had indemnified or paid an additional amount due as of the
date of such payment pursuant to this Section 2.9(c) or (iii) such penalties,
interest and other liabilities are attributable to the gross negligence or
willful misconduct of the Lender or the Administrative Agent or such Affiliates.
After the Lender or the Administrative Agent (as the case may be) receives
written notice of the imposition of the Taxes or Other Taxes which are subject
to this Section 2.9(c), such Lender and the Administrative Agent will act in
good faith to promptly notify the Borrower of its obligations hereunder;
provided, however, that the failure to so act shall not, standing alone, affect
the rights of the Administrative Agent or the Lenders under this Section 2.9(c).

            (d) Furnish Evidence to Administrative Agent. The Borrower will make
reasonable efforts to obtain certified copies of tax receipts evidencing the
payment of any Taxes deducted or withheld from each taxing authority imposing
such Taxes. The Borrower will furnish to the Lenders, within 60 days after the
date the payment of any Taxes so deducted or withheld is due pursuant to
applicable law, original or certified copies of tax receipts evidencing such
payment by the Borrower or, if such receipts are not obtainable, other evidence
of such payments by the Borrower reasonably satisfactory to the Lenders.

            (e) Survival. Without prejudice to the survival of any other
agreement of the Borrower hereunder, the agreements and obligations of the
Borrower contained in this Section 2.9 shall survive the payment in full of all
amounts due hereunder and under the Bridge Notes.

            (f) Mitigation. If the Borrower is required to pay additional
amounts to or for the account of any Lender pursuant to this Section 2.9 as a
result of a change in law or treaty occurring after such Lender first became a
party to this Agreement, then such Lender will, at the request of the Borrower,
change the jurisdiction of its applicable lending office if such change (i) will
eliminate or reduce any such additional payment which may thereafter accrue and
(ii) is, in such Lender's sole, reasonable discretion, determined not to be
materially disadvantageous or cause unreasonable hardship to such Lender,
provided that fees, charges, costs or expenses that are related to such change
shall be borne by the Borrower on behalf of a Lender, and the mere existence of
such expenses, fees or costs shall not be deemed to be materially
disadvantageous or cause undue hardship to the Lender.

                  Each Lender and each Administrative Agent agrees that it will
(i) take all reasonable actions reasonably requested by the Borrower in writing
that are without risk and material cost to such Lender or such Administrative
Agent and consistent with the internal policies of such Lender and applicable
legal and regulatory restrictions (as the case may be) to maintain all
exemptions, if any, available to it from withholding taxes (whether available by
treaty or existing administrative waiver) and (ii) to the extent reasonable and
without risk and material cost to it, otherwise cooperate with the Borrower to
minimize any amounts payable by the Borrower under this Section 2.9; provided,
however, that in each case, any cost relating to such action or cooperation
requested by the Borrower shall be borne by the Borrower.

            (g) Certification. Each Foreign Lender and Foreign Participant shall
deliver to the Borrower and the Administrative Agent, and, if applicable, the
assigning Lender (and, in the case of a Foreign Participant, to the Lender from
which the related participation shall have been purchased) on or 


                                       28
<PAGE>   34

before the date on which it becomes a party to this Agreement (or, in the case
of a Foreign Participant, on or before the date on which such Participant
purchases the related Participation) either:

            (i) two duly completed and signed copies of either Internal Revenue
      Service Form 1001 or its successor form or Form 4224 or its successor form
      and related applicable forms, as the case may be; or

            (ii) in the case of a Foreign Lender that is not a "bank" within the
      meaning of Section 881(c)(3)(A) of the Code and that does not comply with
      the requirements of clause (A) hereof, (x) a statement to the effect that
      such Lender is eligible for a complete exemption from withholding of U.S.
      Taxes under Code Section 871(h) or 881(c), and (y) two duly completed and
      signed copies of Internal Revenue Service Form W-8 or successor and
      related applicable form.

      Further, each Foreign Lender or Foreign Participant agrees (x) to deliver
to the Borrower and the Administrative Agent, and, if applicable, the assigning
Lender (and, in the case of a Foreign Participant, to the Lender from which the
related Participation shall have been purchased) two further duly completed and
signed copies of such Forms 1001 or 4224, as the case may be, or successor and
related applicable forms, on or before the date that any such form expires or
becomes obsolete and promptly after the occurrence of any event requiring a
change from the most recent form(s) previously delivered by it in accordance
with applicable U.S. laws and regulations and (y) in the case of a Foreign
Lender that delivers a statement pursuant to Section 2.9(g)(ii) above, to
deliver to the Borrower and the Administrative Agent, and, if applicable, the
assigning Lender, such statement on an annual basis on the anniversary of the
date on which such Foreign Lender became a party to this Agreement and to
deliver promptly to the Borrower and the Administrative Agent, and if
applicable, the assigning Lender, such additional statements and forms as shall
be reasonably requested by the Borrower from time to time unless, in any such
case, any change in law or regulation has occurred subsequent to the date such
Foreign Lender became a party to this Agreement (or in the case of a Foreign
Participant, the date on which such Foreign Participant purchased the related
Participation) which renders all such forms inapplicable or which would prevent
such Lender (or Participant) from properly completing and executing any such
form with respect to it and such Lender promptly notifies the Borrower and the
Administrative Agent (and, in the case of a Foreign Participant, the Lender from
which the related participation shall have been purchased) if it is no longer
able to deliver, or if it is required to withdraw or cancel, any form or
statement previously delivered by it pursuant to this Section 2.9(g).

            (h) Failure to Provide Certification. Notwithstanding any provision
of this Agreement, the Borrower shall not be required to pay any Taxes or Other
Taxes pursuant to this Section 2.9 in respect of U.S. federal income taxes if
the obligation to withhold with respect to such Taxes or Other Taxes results
from, or would not have occurred but for, the failure of any Foreign Lender or
Foreign Participant to deliver the forms described in the preceding Section 2.9
in the manner and at the times specified in such paragraphs. A Foreign Lender or
Foreign Participant shall not be required to deliver any form or statement
pursuant to Section 2.9(g) that such Foreign Lender or Foreign Participant is
not legally able to deliver.

            Section 2.10. Right of Set Off; Sharing of Payments, Etc.

            (a) Right of Set-Off. In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence and during the continuance of any Event of
Default or if the Borrower becomes insolvent, however evidenced, the Borrower
authorizes each Lender at any time or from time to time, without presentment,
demand, protest or other notice of any kind to the Borrower or to any other
Person, any such notice being hereby expressly waived, to set off and to
appropriate and apply any and all deposits (general or special, 


                                       29
<PAGE>   35

time or demand, provisional or final, whether or not collected or available) in
any currency and any other indebtedness at any time held by or owing to such
Lender or any of its Affiliates (including, without limitation, by branches and
agencies of such Lender wherever located) to or for the credit or the account of
the Borrower against and on account of the Obligations of the Borrower to such
Lender under this Agreement or under any of the other Loan Documents, including,
without limitation, all interests in or participation in the Obligations
purchased by such Lender, and all other claims of any nature or description
arising out of or in connection with this Agreement or any other Loan Document,
irrespective of whether or not such Lender shall have made any demand hereunder
and although the Obligations, liabilities or claims, or any of them, shall be
contingent or unmatured. A Lender may exercise such rights notwithstanding that
the amounts concerned may be expressed in different currencies and each Lender
is authorized to effect any necessary conversions at a market rate of exchange
selected by it. A Lender exercising its rights under this Section 2.10(a) shall
provide prompt notice to the Borrower following such exercise.

            (b) Sharing. If any Lender shall obtain from the Borrower payment of
any principal of or interest on any Bridge Loan owing to it or payment of any
other amount under this Agreement, a Loan Document or any Bridge Note held by it
through the exercise of any right of set-off, banker's lien or counterclaim or
similar right or otherwise (other than from the Administrative Agent as provided
herein) and, as a result of such payment, such Lender shall have received a
greater percentage of the principal of or interest on the Bridge Loans or such
other amounts then due to such Lender by the Borrower than the percentage
received by any other Lenders, it shall promptly purchase from such other
Lenders participation in (or, if and to the extent specified by such Lender,
direct interests in) the Bridge Loans or such other amounts, respectively, owing
to such other Lenders (or any interest due thereon, as the case may be) in such
amounts, and make such other adjustments from time to time as shall be
equitable, to the end that all the Lenders shall share the benefit of such
excess payment (net of any expenses which may be incurred by such Lender in
obtaining or preserving such excess payment) pro rata in accordance with the
unpaid principal of and/or interest on the Bridge Loans or such other amounts,
respectively, owing to each of the Lenders. To such end all the Lenders shall
make appropriate adjustments among themselves (by the resale of participation
sold or otherwise) if such payment is rescinded or must otherwise be restored.

            (c) No Requirement. Nothing in this Agreement shall require any
Lender to exercise any such right or shall affect the right of any Lender to
exercise, and retain the benefits of exercising, any such right with respect to
any other indebtedness or obligation of the Borrower. If, under any applicable
bankruptcy, insolvency or other similar law, any Lender receives a secured claim
in lieu of a set-off to which this Section 2.10 applies, such Lender shall, to
the extent practicable, exercise its rights in respect of such secured claim in
a manner consistent with the rights of the Lenders entitled under this Section
2.10 to share in the benefits of any recovery on such secured claim.

            Section 2.11. Certain Fees. The Borrower agrees to pay to the
Administrative Agent, for its own account, the fees specified in the Fee Letter
with respect to the Bridge Loans and Exchange Notes, amounts for its expenses
incurred hereunder and all other amounts owing under this Agreement and the
other Loan Documents.

                                  ARTICLE III.
                         REPRESENTATIONS AND WARRANTIES

            As of the Closing Date and as of each Funding Date, the Borrower
hereby agrees with, and represents and warrants to, the Lenders that each of the
following representations and warranties is true and will be true after giving
pro forma effect to the Transactions.


                                       30
<PAGE>   36

            Section 3.1. [Intentionally Omitted]

            Section 3.2. Organization; Powers. (i) The Borrower has been duly
incorporated and is validly existing as a corporation in good standing under the
laws of the State of Delaware with power and authority (corporate and other) to
own its properties and conduct its business as now conducted and as proposed to
be conducted, (ii) has been duly qualified as a foreign corporation for the
transaction of business and is in good standing under the laws of each other
jurisdiction in which it owns or leases properties or conducts any business so
as to require such qualification, except to the extent the failure to be so
qualified could not reasonably be expected to have a Material Adverse Effect;
and (iii) each Subsidiary of the Borrower has been duly incorporated and is
validly existing as a corporation in good standing under the laws of its
jurisdiction of incorporation, except to the extent the failure to be so
qualified could not reasonably be expected to have a Material Adverse Effect.
The Borrower has all requisite corporate power and authority to execute, deliver
and perform its obligations under each of the Transaction Documents.

            Section 3.3. Due Authorization and Enforceability.

            (a) Each of the Transaction Documents: (i) has been duly authorized,
executed and delivered by Borrower and (ii) constitutes a valid and binding
obligation of Borrower enforceable against each such Person in accordance with
its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization
and other laws of general applicability relating to or affecting creditors'
rights and to general equity principles.

            (b) The Bridge Loans, the Bridge Notes and the Exchange Notes have
been duly authorized by the Borrower. When the Bridge Notes and the Exchange
Notes have been executed and delivered pursuant to the terms of this Agreement
or the Exchange Note Indenture, as applicable, each of the Bridge Loans, the
Bridge Notes and the Exchange Notes will be valid and binding obligations of the
Borrower, enforceable against it in accordance with their terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general equity
principles.

            Section 3.4. No Conflicts.

            The execution and delivery of the Transaction Documents, the
consummation of the transactions contemplated hereby or thereby and compliance
with the terms and provisions hereof or thereof will not require any consent,
approval, authorization or other order of any court, regulatory body,
administrative agency or other governmental body, including the Federal
Communications Commission, Independent Television Commission ("ITC"), the Office
of Telecommunications ("OFTEL") and the Department of Trade and Industry
("DTI"), will not conflict with or result in a breach or violation of any of the
terms or provisions of, or constitute a default under, any indenture, mortgage,
deed of trust, sale/leaseback agreement, loan agreement or other similar
financing agreement or instrument or other agreement or instrument (each, a
"Material Contract") to which the Borrower or any of its Subsidiaries is a party
or by which the Borrower or any of its Subsidiaries is bound or to which any of
the property or assets of the Borrower or any of its Subsidiaries is subject,
nor will such action result in any violation of the provisions of the
Certificate of Incorporation or By-laws (or other governing documents) of the
Borrower or any of its Subsidiaries or any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over
the Borrower or any of its Subsidiaries or any of their properties; and no
consent, approval, authorization, order, registration or qualification of or
with any such court or governmental agency or body is required for the
consummation by the Borrower of the transactions contemplated by this Agreement
and the other Transaction Documents or the issuance and delivery of the Bridge
Notes and Exchange Notes by the Borrower, except such actions as may be 


                                       31
<PAGE>   37

required under the Registration Rights Agreement after the date hereof in
connection with any transfer of the Exchange Notes (including any laws,
statutes, rules or regulations promulgated by ITC, OFTEL or DTI).

            Section 3.5. No Violations; Material Contracts.

            Neither the Borrower nor any of its Subsidiaries is in violation of
its Certificate of Incorporation or By-laws or other governing documents or in
default in the performance or observance of any obligation, agreement or
condition contained in any bond, debenture, note or any other evidence of
indebtedness or in any indenture, mortgage, deed of trust, loan agreement, lease
or other agreement or instrument to which it is a party or by which it or any of
its properties may be bound or to which any of their respective properties is
subject or is in violation of any law, statute, rule, regulation, judgment or
court decree applicable to the Borrower or any of its Subsidiaries or any of
their respective properties (including any laws, statutes, rules or regulations
promulgated by ITC, OFTEL and DTI, nor has any event occurred which with notice
or lapse of time or both would constitute such a violation or default, except in
each case, which could not reasonably be expected to have a Material Adverse
Effect.

            Section 3.6. Capital Stock; Subsidiaries. As of the Closing Date,
the Borrower has an authorized capitalization as set forth on Schedule 3.6 and
all of the issued shares of capital stock of the Borrower have been duly and
validly authorized and issued and are fully paid and non-assessable; and all of
the issued shares of capital stock of each Subsidiary of the Borrower have been
duly and validly authorized and issued, are fully paid and non-assessable and
are owned directly or indirectly by the Borrower, free and clear of all Liens,
except Permitted Liens.

            Section 3.7. Liens. There are no Liens on any assets of the Borrower
or any of its Subsidiaries except Permitted Liens.

            Section 3.8. No Violation of Regulations of Board of Governors of
Federal Reserve System. None of the transactions contemplated by this Agreement
(including without limitation the use of the proceeds from the Bridge Loans and
Debt Securities) will violate or result in a violation of Section 7 of the
Exchange Act, or any rule or regulation issued pursuant thereto, including,
without limitation, Regulations T, U and X of the Board.

            Section 3.9. Governmental Regulations. None of the Borrower or any
of its Subsidiaries is or will be subject to regulation under the Investment
Company Act of 1940, as amended, the Public Utility Holding Company Act of 1935,
as amended, the Federal Power Act, the Interstate Commerce Act or to any other
statute, rule or regulation limiting its ability to incur Indebtedness for
borrowed money.

            Section 3.10. Financial Statements; No Undisclosed Liabilities.

            (a) The consolidated balance sheet of the Borrower and its
Subsidiaries as of September 30, 1998 that is attached hereto as Schedule
3.10(a) fairly presents the consolidated financial position of the Borrower and
its Subsidiaries as of such date, in accordance with GAAP consistently applied
(except as otherwise specifically indicated therein). The consolidated
statements of income and cash flows of the Borrower and its Subsidiaries that
are attached hereto as Schedule 3.10(a) have been prepared in conformity with
GAAP applied on a consistent basis through all the periods involved (except as
otherwise specifically indicated therein) and fairly present the consolidated
results of operations of each of the Borrower and its Subsidiaries for the
periods indicated.


                                       32
<PAGE>   38

            (b) The consolidated balance sheet of the Acquired Business and its
Subsidiaries as of September 30, 1998 that is attached hereto as Schedule
3.10(b) fairly presents the consolidated financial position of the Acquired
Business and its Subsidiaries as of such date, in accordance with GAAP
consistently applied (except as otherwise specifically indicated therein).

            (c) The pro forma consolidated statements of income included in
Schedule 3.10(c) fairly present the estimated consolidated income of the
Borrower and its Subsidiaries assuming the consummation of the Acquisition as if
it had occurred on the date set forth therein, and the pro forma consolidated
balance sheet of the Borrower included in Schedule 3.10(c) fairly presents the
consolidated financial condition of the Borrower and its Subsidiaries on the
Closing Date (after giving effect to all simultaneous transactions to occur on
such date).

            (d) The historical and pro forma financial statements attached
hereto as Schedule 3.10(a), Schedule 3.10(b) and Schedule 3.10(c) comply as to
form with the requirements applicable to such financial statements in, and
constitute all of the financial statements required by, Regulation S-X of the
Securities Act for a Form S-1 registration statement.

            (e) Neither the Borrower nor any of its Subsidiaries (prior to
giving effect to the consummation of the Transactions) has any liability
(absolute or contingent) except (i) those shown on the most recent audited
balance sheets described in Section 3.10(a), (ii) those incurred under the
Transaction Documents and (iii) those incurred in the ordinary course of
business since the date of such audited balance sheets.

            (f) For purposes of this Section 3.10, all financial statements
required pursuant to Section 5.5 of this Agreement, once approved by the
Lenders, shall be added to Schedule 3.10(a), Schedule 3.10(b), or Schedule
3.10(c), as appropriate, and shall become subject to the Borrower's
representations contained in Sections 3.10(a) through 3.10(e) above.

            Section 3.11. Full Disclosure. No information, report, financial
statement or certificate delivered or to be delivered to the Lenders in
connection with the Transactions contains or will contain any untrue statement
of material fact or omitted or omits or will omit to state a material fact
necessary to make such statements not misleading in light of the circumstances
in which such statements were made; provided that to the extent any such
information, report, financial statement, exhibit or schedule was based upon or
constitutes a forecast or projection, the Borrower represents only that it acted
in good faith and utilized reasonable assumptions and due care in the
preparation of such information, report, financial statement, exhibit or
schedule.

            Section 3.12. Private Offering; Rule 144A Matters.

            (a) Based in part on the accuracy of the representations and
warranties of, and compliance with the covenants and agreements by, the Lenders
in Section 6.1, the making of the Bridge Loans hereunder and the issuance of the
instruments evidencing such Bridge Loans and the Securities are and will be
exempt from the registration and prospectus delivery requirements of the
Securities Act. The Borrower has not issued or sold Bridge Loans or Securities
to anyone other than the Lenders. No securities of the same class (within the
meaning of Rule 144A(d) (3) under the Securities Act) as the Bridge Loans or the
Securities have been issued or sold by the Borrower within the six-month period
immediately prior to the date hereof. The Borrower agrees that neither it, nor
anyone acting on its behalf, will (i) offer the Bridge Loans or the Securities
so as to subject the making, issuance and/or sale of the Bridge Loans or the
Securities to the registration or prospectus delivery requirements of the
Securities Act or (ii) offer any securities that are similar to the Bridge Loans
or the Securities for issuance or sale to, or solicit any offer to acquire any
of the same from, or otherwise approach or 


                                       33
<PAGE>   39

negotiate with respect to the same with, anyone if the issuance or sale of the
Bridge Loans or the Securities and any such securities would be integrated as a
single offering for the purposes of the Securities Act, including without
limitation, Regulation D thereunder, in such a manner as would require
registration under the Securities Act thereof. Each Bridge Note, and (subject to
the terms of the Exchange Note Indenture and the Escrow Agreement) each of the
Exchange Notes will bear a legend setting forth the restrictions on the
transferability thereof imposed by the Securities Act for so long as such
restrictions apply.

            (b) In the case of each offer, sale or issuance of the Bridge Loans
or the Securities no form of general solicitation or general advertising was or
will be used by the Borrower or their representatives, including, but not
limited to, advertisements, articles, notices or other communications published
in any newspaper, magazine or similar medium or broadcast over television or
radio, or any seminar or meeting whose attendees have been invited by any
general solicitation or general advertising.

            (c) The Securities will be eligible for resale pursuant to Rule 144A
under the Securities Act. When the Securities are issued and delivered pursuant
to the Loan Documents, they will not be of the same class (within the meaning of
Rule 144A(d) (3) under the Securities Act) as any other security of the Borrower
that is listed on a national securities exchange registered under Section 6 of
the Exchange Act or that is quoted in a United States automated interdealer
quotation system. Neither the issuance of the Exchange Notes nor the execution,
delivery and performance of the Loan Documents (other than the Registration
Rights Agreement) will require the qualification of an indenture under the Trust
Indenture Act.

            Section 3.13. Absence of Proceedings. Except with respect to the
matters disclosed in Schedule 3.13, there are no material investigations,
proceedings or actions, whether judicial or administrative and whether brought
by any regulatory body, administrative agency or other governmental body or by
any other person, pending, or, to the knowledge of the Borrower, threatened, to
which the Borrower or any of its Subsidiaries is a party or of which any of
their respective properties is the subject which, if determined adversely to the
Borrower or any of its Subsidiaries, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect; and, to the best of
the Borrower's knowledge, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others.

            Section 3.14. Taxes. The Borrower and its Subsidiaries have duly and
timely filed all required tax returns and reports and paid prior to delinquency
all taxes, assessments, and governmental levies except those being contested in
good faith and by appropriate proceedings.

            Section 3.15. Financial Condition; Solvency.

            (a) The Borrower is, and immediately after giving effect to the
consummation of the Transactions will be, Solvent.

            (b) The Borrower does not intend to incur debts beyond its ability
to pay such debts as they mature, taking into account the timing and amounts of
cash to be received by it and the timing and amounts of cash to be payable on or
in respect of its Indebtedness.

            Section 3.16. Absence of Certain Changes. There has not been any
event or series of events, adverse condition or change in or affecting the
Borrower that, individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect.


                                       34
<PAGE>   40

            Section 3.17. Year 2000 Compliance The Borrower has reviewed its
operations and that of its Subsidiaries to evaluate the extent to which the
business or operations of the Borrower or any of its Subsidiaries will be
affected by the Year 2000 Problem. As a result of such review, the Borrower has
no reason to believe, and does not believe, that the Year 2000 Problem will have
a material adverse effect on the general affairs, management, the current or
future consolidated financial position, business prospects, stockholders' equity
or results of operations of the Borrower and its subsidiaries or result in any
material loss or interference with the Borrower's business or operations. The
"Year 2000 Problem" as used herein means any significant risk that computer
hardware or software used in the receipt, transmission, processing,
manipulation, storage, retrieval, retransmission or other utilization of data or
in the operation of mechanical or electrical systems of any kind will not, in
the case of dates or time periods occurring after December 31, 1999, function at
least as effectively as in the case of dates or time periods occurring prior to
January 1, 2000.

            Section 3.18. Properties. The Borrower and its Subsidiaries have
good and marketable title in fee simple to all real property and good and
marketable title to all personal property owned by them, in each case free and
clear of all liens, encumbrances and defects (other than Permitted Liens) except
such as do not materially affect the value of such property and do not interfere
with the use made and proposed to be made of such property by the Borrower and
its Subsidiaries; and any real property and buildings held under lease by the
Borrower and its Subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as are not material and do not interfere
with the use made and proposed to be made of such property and buildings by the
Borrower and its Subsidiaries.

            Section 3.19. Permits; Registration.

            (a) The Borrower and each of the Subsidiaries has such permits,
licenses, franchises, certificates of need and other approvals or authorizations
of any governmental or regulatory authority ("Permits"), including, without
limitation, under any laws regulating or relating to the conduct of
cable/telephony operations, as are necessary to own, lease and operate its
respective properties and to conduct its business, except to the extent that the
failure to have such Permits could not reasonably be expected to have a Material
Adverse Effect. The Borrower and the Significant Subsidiaries have fulfilled and
performed in all material respects, all their respective obligations with
respect to the Permits, and no event has occurred which allows, or after notice
or lapse of time would allow, revocation or termination thereof or results in
any other material impairment of the rights of the holder of any such Permit,
except to the extent that any such revocation or termination could not
reasonably be expected to have a Material Adverse Effect. None of the Permits
contains any restriction that has not previously been satisfied and that is
materially burdensome to the Borrower or any of its subsidiaries. Neither the
Borrower nor any of its Subsidiaries has any reason to believe that any
governmental body or regulatory agency is considering limiting, suspending or
revoking any Permits, except as could not reasonably be expected to have a
Material Adverse Effect.

            Section 3.20. ERISA. The Borrower and each of the Subsidiaries are
in compliance in all material respects with all presently applicable provisions
of the Employee Retirement Income Security Act of 1974, as amended, including
the regulations and published interpretations thereunder ("ERISA"); no
"reportable event" (as defined in ERISA) has occurred with respect to any
"pension plan" (as defined in ERISA) for which the Borrower would have any
liability; the Borrower has not incurred and does not expect to incur liability
under (i) Title IV of ERISA with respect to termination of, or withdrawal from,
any "pension plan" or (ii) Sections 412 or 4971 of the Internal Revenue Code of
1986, as amended, including the regulations and published interpretations
thereunder (the "Code"); and each "pension plan" for which the Borrower would
have any liability that is intended to be qualified 


                                       35
<PAGE>   41

under Section 401(a) of the Code is so qualified in all material respects and
nothing has occurred, whether by action or by failure to act, which would cause
the loss of such qualification.

            Section 3.21. Environmental Matters. There has been no storage,
disposal, generation, manufacture, refinement, transportation, handling or
treatment of toxic wastes, medical wastes, hazardous wastes or hazardous
substances by the Borrower or any of its Subsidiaries (or, to the knowledge of
the Borrower, any of their predecessors in interest) at, upon or from any of the
property now or previously owned or leased by the Borrower or any of its
Subsidiaries in violation of any applicable law, ordinance, rule, regulation,
order, judgment, decree or permit or which would require remedial action under
any applicable law, ordinance, rule, regulation, order, judgment, decree or
permit, except for any violation or remedial action which would not have, or
could not reasonably be expected to have, singularly or in the aggregate, a
Material Adverse Effect; there has been no material spill, discharge, leak,
emission, injection, escape, dumping or release of any kind onto such property
or into the environment surrounding such property of any toxic wastes, medical
wastes, solid wastes, hazardous wastes or hazardous substances due to or caused
by the Borrower or any of its Subsidiaries or with respect to which the Borrower
or any of its Subsidiaries has knowledge, except for any such spill, discharge,
leak, emission, injection, escape, dumping or release which could not have or
could not reasonably be expected to have, singularly or in the aggregate, a
Material Adverse Effect; and the terms "hazardous wastes," "toxic wastes,"
"hazardous substances" and "medical wastes" shall have the meanings specified in
any applicable local, state, federal and foreign laws or regulations with
respect to environmental protection.

            Section 3.22. Acquired Business. The Borrower has acquired the
Acquired Business and the Acquired Business is a Subsidiary of the Borrower.

                                   ARTICLE IV.
                                    COVENANTS

            So long as any Commitment shall remain outstanding or any Obligation
shall remain unpaid, the Borrower covenants and agrees with the Lenders as
follows:

            Section 4.1. Use of Proceeds. The proceeds of the Bridge Loans shall
be applied by the Borrower to repay the Diamond Notes tendered by the holders
thereof pursuant to an Offer to Purchase in accordance with the terms of the
Diamond Indentures, which Offer to Purchase relates to the change of control
repurchase obligation due to the Acquisition and/or by the organization of the
Parent. No portion of the proceeds of any Bridge Loan shall be used by the
Borrower or any of its Subsidiaries in any manner that might cause such Bridge
Loan or the application of such proceeds to violate Regulation U, Regulation T
or Regulation X of the Board or any other regulation thereof or to violate the
Exchange Act, in each case as in effect on the date of such Bridge Loan and the
use of proceeds therefrom.

            Section 4.2. Notice of Default and Related Matters. The Borrower
shall furnish to the Administrative Agent (with copies for each Lender) written
notice, promptly upon becoming aware of the existence of:

            (a) any condition or event that constitutes a Default or an Event of
      Default, specifying the nature and period of existence thereof and the
      action taken or proposed to be taken with respect thereto;

            (b) the filing or commencement of, or any threat or notice of
      intention of any Person to file or commence, any action, suit or
      proceeding, whether at law or in equity or by or before any Governmental
      Entity, against or affecting the Borrower or any of its Subsidiaries or
      any of 


                                       36
<PAGE>   42

      their respective Affiliates that could reasonably be expected to result,
      individually or in the aggregate, in a Material Adverse Effect; and

            (c) any development that, individually or in the aggregate, has
      resulted in, or could reasonably be expected to have, a Material Adverse
      Effect.

            Section 4.3. Reports. Whether or not required by the rules and
regulations of the SEC, so long as any Bridge Notes are outstanding, the
Borrower shall file with the SEC and furnish to the Lenders, 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 Borrower's certified
independent accountants, in each case, in the form required by the rules and
regulations of the SEC as in effect on the date hereof. This Section 4.3 will
apply notwithstanding that the Borrower becomes a corporation organized under
the laws of the United Kingdom, the Netherlands, the Netherlands Antilles,
Bermuda or the Cayman Islands.

            Section 4.4. Compliance Certificate.

            (a) The Borrower shall deliver to the Administrative Agent (with a
copy for each Lender), within 90 days after the end of each fiscal year of the
Borrower, an Officers' Certificate stating that a review of the activities of
the Borrower 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 Borrower has kept, observed, performed and fulfilled its obligations under,
and complied with the covenants and conditions contained in, this Agreement, and
further stating, as to each such Officer signing such certificate, that to the
best of his or her knowledge the Borrower has kept, observed, performed and
fulfilled each and every covenant, and complied with the covenants and
conditions contained in this Agreement 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 or she may have knowledge) and that to the best of
his or her 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 Bridge
Notes are prohibited.

            (b) One of the Officers signing such Officers' Certificate shall be
either the Borrower's principal executive officer, principal financial officer
or principal accounting officer.

            (c) The Borrower shall so long as any of the Bridge Notes are
outstanding, deliver to the Administrative Agent (with a copy for each Lender),
forthwith upon becoming aware of any Default or Event of Default, an Officers'
Certificate specifying such Default or Event of Default.

            Section 4.5. Taxes. The Borrower shall pay, 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 4.6. Stay, Extension and Usury Laws. The Borrower covenants
(to the extent that it may lawfully do so) that it shall 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, that may affect the covenants or the performance of this
Agreement; and the Borrower (to the extent that it may lawfully do so) hereby
expressly waives all 


                                       37
<PAGE>   43

benefit or advantage of any such law, and covenants that it shall not, by resort
to any such law, hinder, delay or impede the execution of any power herein
granted to the Lenders, but shall suffer and permit the execution of every such
power as though no such law has been enacted.

            Section 4.7. Restricted Payments. (a) The Borrower 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 Borrower'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 Borrower or such Restricted
      Subsidiary or (y) dividends or distributions payable to the Borrower or
      any Wholly Owned Subsidiary of the Borrower, 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 Borrower (other than any such Equity Interests
      owned by the Borrower or any Wholly Owned Subsidiary of the Borrower);

            (iii) subject to Section 4.7(e), voluntarily purchase, redeem or
      otherwise acquire or retire for value any Indebtedness other than the
      Bridge Notes; or

            (iv) make any Restricted Investment (all such payments and other
      actions set forth in clauses (i) through (iv) above, including those
      occurring prior to the date hereof, being collectively referred to as
      "Restricted Payments"), unless, subject to Section 4.7(f) hereof, 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) subject to Section 4.7(f), such Restricted Payment,
      together with the aggregate of all other Restricted Payments made by the
      Borrower and its Restricted Subsidiaries after the date hereof (including
      Restricted Payments permitted by clauses (ii) through (ix) of Section
      4.7(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 (provided that (A) this clause (y) shall apply only to a
      Restricted Payment made by the Borrower to the Parent or constitutes a
      Restricted Investment and (B) any Capital Stock Sale Proceeds received
      after the Closing Date by the Borrower or any of its Subsidiaries shall be
      used to repay Bridge Loans in accordance with Section 2.4 hereof), plus
      (z) cash received by the Borrower 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 hereof is sold for cash or otherwise liquidated or repaid for cash,
      the amount credited pursuant to this clause (y) shall be the lesser of (A)
      the cash received with respect to such sale, liquidation or repayment of
      such 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 Borrower's
      Board of Directors.

            (b) The foregoing provisions in Section 4.7(a) shall not prohibit:


                                       38
<PAGE>   44

            (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 Agreement;

            (ii) subject to Section 2.4, (x) the redemption, repurchase,
      retirement or other acquisition of any Equity Interests of the Borrower 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 Borrower) of
      other Equity Interests (other than any Disqualified Stock) of the
      Borrower, provided that the Borrower delivers to the Administrative Agent
      (with a copy for each Lender):

                  (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 Borrower or such Subsidiary
      from a financial point of view issued by an investment banking firm of
      national standing, 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 any 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 Borrower 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 Agreement or the indentures
      governing the Other Qualified Notes or any other instrument governing
      unsecured indebtedness of the Borrower which is pari passu with the Bridge
      Notes) on its ability to pay dividends or make any other distributions to
      the Borrower 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) subject to Section 2.4, the redemption, purchase, defeasance,
      acquisition or retirement of Indebtedness that is subordinated to the
      Bridge 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 Borrower) of
      (A) Equity Interests of the Borrower, provided that the amount of such
      proceeds from the sale of any 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 4.9 hereof;

            (v) Investments by the Borrower 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 Borrower 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) 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 any such Equity Interests shall
      be excluded in each case from Capital Stock Sale Proceeds for purposes of
      clause (a)(iv)(2)(y), above;


                                       39
<PAGE>   45

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

            (vii) the extension by the Borrower 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 Borrower (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 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
4.7(b)), the Borrower shall deliver to the Administrative Agent (with a copy for
each Lender) an Officers' Certificate stating that such Restricted Payment is
permitted and setting forth the basis upon which the calculations required by
this Section 4.7 were computed, which calculations may be based upon the
Borrower's latest available financial statements.

            (e) Notwithstanding any provision in this Section 4.7 or in this
Agreement to the contrary, the Borrower shall not, and shall not permit any of
its Restricted Subsidiaries to, directly or indirectly, voluntarily purchase,
redeem, or otherwise acquire or retire for value any Indebtedness other than the
Bridge Notes.

            (f) Notwithstanding any other provision in this Section 4.7 or in
this Agreement to the contrary, the Borrower shall not, and shall not permit any
of its Restricted Subsidiaries to, directly or indirectly, make one or more
Restricted Payments to the Parent that, individually or in the aggregate, exceed
$500 million.

            Section 4.8. Dividend and Other Payment Restrictions Affecting
Restricted Subsidiaries. The Borrower 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
Borrower 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 Borrower or any of its Subsidiaries, or

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


                                       40
<PAGE>   46

            (c) transfer any of its properties or assets to the Borrower 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 date hereof;

            (ii) this Agreement and the Bridge Notes;

            (iii) any agreement covering or relating to Indebtedness permitted
      to be incurred under Section 4.9.(b)(i), (ii), (iii), (iv), (v), (viii) or
      (ix) hereof, (but only, in the case of Section 4.9(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 Agreement and the Bridge 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 Borrower or any Restricted Subsidiary;

            (iv) applicable law;

            (v) any instrument governing Indebtedness or Capital Stock of a
      Person acquired by the Borrower 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
      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 Agreement;

            (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.


                                       41
<PAGE>   47

            Section 4.9. Incurrence of Indebtedness and Issuance of Preferred
Stock.

            (a) The Borrower 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
Borrower 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 Borrower 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 Borrower 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 Borrower 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 4.9.(a) shall not apply to:

            (i) subject to Section 2.4, the incurrence by the Borrower 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 Borrower, any Restricted Subsidiary
      of the Borrower or the holders of Equity Interests in any Restricted
      Subsidiary on a pro rata basis to such holders;

            (iii) subject to Section 2.4, the incurrence of Indebtedness or the
      issuance of preferred stock by the Borrower 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) subject to Section 2.4, the incurrence by the Borrower or any
      of its Restricted Subsidiaries of additional Indebtedness in an aggregate
      principal amount not to exceed $50 million;

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

            (vi) the incurrence by the Borrower or any Subsidiary of
      Indebtedness issued in exchange for, or the proceeds of which are used to
      extend, refinance, renew, replace, or refund the Bridge Notes, Existing
      Indebtedness or Indebtedness referred to in clauses (ii), (iii), (iv) or
      (v) above or Indebtedness incurred pursuant to Section 4.9(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 


                                       42
<PAGE>   48

      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 Bridge 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 Borrower
      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 4.9.(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 4.9.(a) or (b) hereof, and not for speculation;

            (x) the incurrence of Indebtedness between the Borrower 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 Borrower or a
      Restricted Subsidiary of the Borrower), such events shall be deemed, in
      each case, to constitute the incurrence of such Indebtedness by the
      Borrower or by a Restricted Subsidiary, as the case may be, at the time of
      such event; and

            (xi) Indebtedness of the Borrower and/or any Restricted Subsidiary
      in respect of performance bonds of the Borrower or any Subsidiary or
      surety bonds provided by the Borrower 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 4.9 to be an incurrence
of Indebtedness by the Borrower 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 Borrower or one of its Restricted Subsidiaries.

            Section 4.10. Asset Sales. (a) The Borrower shall not, and shall 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 effect to such Asset Sale;

            (ii) the Borrower (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 


                                       43
<PAGE>   49

      purposes of this Section 4.10 by a resolution of the Board of Directors
      set forth in an Officers' Certificate delivered to the Administrative
      Agent (with a copy for each Lender)) of the assets sold or otherwise
      disposed of; and

            (iii) at least 80% of the consideration therefor received by the
      Borrower or such Restricted Subsidiary is in the form of (w) cash or 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 Borrower or such
      Restricted Subsidiary shall Monetize such Equity Interests by sale to one
      or more Persons (other than to the Borrower 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 Borrower's or such Restricted Subsidiary's
      most recent balance sheet or in the notes thereto) of the Borrower or any
      Restricted Subsidiary (other than liabilities that are by their terms
      subordinated to the Bridge Notes) that are assumed by the transferee of
      any such assets and (y) any notes or other obligations received by the
      Borrower or any such Restricted Subsidiary from such transferee that are
      within five Business Days converted by the Borrower 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); provided, however, that the Net Cash Proceeds
      thereof are applied in accordance with Section 2.4.

            (b) Subject to Section 4.10(d), within 360 days after any Asset
Sale, the Borrower (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.

            Subject to Section 4.10(d), pending final application of any such
Net Proceeds, the Borrower may temporarily reduce revolving credit borrowings or
otherwise invest such Net Proceeds in any manner that is not prohibited by this
Agreement or the indentures for the Other Qualified Notes.

            (c) Subject to Section 4.10(d),  notwithstanding  the provisions
of Sections 4.10(a) and (b): the Borrower and its Subsidiaries may:

            (i) sell, lease, transfer, convey or otherwise dispose of assets or
      property acquired after October 14, 1993, by the Borrower 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 Borrower'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 Borrower
      after such transaction is equal to or less than the ratio of Indebtedness
      to Annualized Pro Forma EBITDA of the Borrower immediately preceding such
      transaction; provided, however, that if the ratio of Indebtedness to
      Annualized Pro Forma EBITDA of the Borrower immediately preceding such
      transaction is 6:1 or less, then the ratio of Indebtedness to Annualized
      Pro Forma EBITDA of the Borrower may be 0.5 greater than such ratio
      immediately preceding such transaction and (B) 


                                       44
<PAGE>   50

      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 Borrower 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
      Borrower 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 Borrower (or any
      Capital Stock Sale Proceeds therefrom) to any Person (including
      Non-Restricted Subsidiaries).

            (d) Notwithstanding the provisions of this Section 4.10 or any other
provision in this Agreement to the contrary, the Borrower shall cause all Net
Cash Proceeds to be invested or reinvested in Replacement Assets pursuant to
Section 4.10(b)(ii).

            Section 4.11. Transactions with Affiliates. The Borrower 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 Borrower or the relevant Subsidiary than those that could have
been obtained in a comparable transaction by the Borrower or such Subsidiary
with an unrelated Person and

            (b) the Borrower delivers to the Administrative Agent (with a copy
for each Lender):

            (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 Borrower or such Subsidiary from a
      financial point of view issued by an investment banking firm of national
      standing 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 Borrower or
      any of its Subsidiaries in the ordinary course of business and consistent
      with the past practice of the Borrower or its predecessor or such
      Subsidiary;


                                       45
<PAGE>   51

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

                  (3) transactions permitted by the provisions of Section 4.7
      hereof;

                  (4) Liens permitted under Section 4.12 hereof which are
      granted by the Borrower or any of its Subsidiaries to an unrelated Person
      for the benefit of the Borrower or any other Subsidiary of the Borrower;

                  (5) any transaction pursuant to an agreement in effect on the
      date hereof;

                  (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;

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

                  (8) any tax sharing agreement.

            Section 4.12. Liens.

            Neither the Borrower 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
4.9(b)(i), (iii), (iv), (v), (viii), (ix) and (xi) hereof;

            (c) Liens on the assets acquired or leased with the proceeds of
Indebtedness permitted to be incurred under Section 4.9 hereof; and

            (d) Liens securing Refinancing Indebtedness permitted to be incurred
under Section 4.9 hereof; provided that the Refinancing Indebtedness so issued
and secured by such Lien shall not be secured by any property or assets of the
Borrower or any of its Restricted Subsidiaries other than the property or assets
subject to the Liens securing such Indebtedness being refinanced.

            Section 4.13. Change of Control. (a) Upon the occurrence of a Change
of Control, each Lender will have the right to require the Borrower to prepay
all or any part of the principal amount of such Lender's Bridge Loans pursuant
to the offer described below (the "Change of Control Offer" at a prepayment
price in cash equal to the aggregate principal amount thereof plus (i) accrued
and unpaid interest, Liquidated Damages thereon, if any, and Additional Amounts
thereon, if any, to the date of prepayment and (ii) the Change of Control Fee
thereon (collectively, the "Change of Control Payment"). Within 10 days
following any Change of Control, the Borrower will mail a notice to each Lender
describing the transaction or transactions that constituted the Change of
Control and offer to repay the Bridge Loans on the date specified in such
notice, which date shall be no earlier than 30 days 


                                       46
<PAGE>   52

and no later than 45 days from the date such notice is mailed (the "Change of
Control Payment Date"), pursuant to the procedures set forth below.

            (b) Notice of a Change of Control Offer shall be mailed by the
Borrower to the Lenders at their addresses set forth in the Loan Register. The
Change of Control Offer shall remain open from the time of mailing until the
Change of Control Payment Date. The notice shall be accompanied by a copy of the
most recent reports furnished pursuant to Section 4.3 hereof. The notice shall
contain all instructions and materials necessary to enable such Lenders to elect
to be prepaid pursuant to the Change of Control Offer.

            (c) On the Change of Control Payment Date, the Borrower shall (i)
repay all Bridge Loans or portions thereof of each Lender that properly elected
repayment thereof pursuant to the Change of Control Offer, (ii) pay the Change
of Control Payment for each such Bridge Loan (or portion thereof) elected to be
repaid and (iii) deliver to each such Lender a new Bridge Note equal in
principal amount (excluding premiums, if any) to the unpurchased portion of the
corresponding Bridge Note surrendered, if any. The Borrower will notify the
remaining Lenders of the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

            Section 4.14. Corporate Existence. Subject to Section 4.19 hereof,
the Borrower shall 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 Borrower in accordance
with the respective organizational documents of each Subsidiary and the rights
(charter and statutory), licenses and franchises of the Borrower and its
Subsidiaries; provided, however, that the Borrower 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 Borrower and its Subsidiaries taken as a whole and that the loss
thereof is not adverse in any material respect to the Lenders. The Borrower
shall notify the Administrative Agent in writing of any Subsidiary which
qualifies as a Material Subsidiary and is not specified in clause (i) of the
definition thereof.

            Section 4.15. [Intentionally Omitted]

            Section 4.16. Additional Amounts. At least 10 days prior to the
first date on which payment of principal and any premium or interest or
Liquidated Damages on the Bridge 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 4.16,
the Borrower shall furnish the Administrative Agent (with a copy for each
Lender), with an Officers' Certificate instructing the Lenders whether the
Borrower is obligated to pay Additional Amounts (as defined in the Bridge Notes)
with respect to such payment of principal, or of any premium or interest or
Liquidated Damages on the Bridge Notes. If the Borrower 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 Lenders and the Borrower will pay to the Lenders such
Additional Amounts. The Borrower shall indemnify the Administrative Agent and
the Lenders for, and hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by any of them in reliance on any
Officers' Certificate furnished to them pursuant to this Section 4.16.

            Whenever in this Agreement there is mentioned, in any context, the
payment of principal (and premium, if any), interest, Liquidated Damages, if
any, or any other amount payable under or with respect to any Bridge Note such
mention shall be deemed to include mention of the payment of Additional Amounts
provided for in this Section 4.16 and in the Bridge Notes to the extent that, in
such 


                                       47
<PAGE>   53

context, Additional Amounts are, were or would be payable in respect thereof
pursuant to the provisions of this Section 4.16 and in the Bridge 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).

            Section 4.17. [Intentionally Omitted]

            Section 4.18. [Intentionally Omitted]

            Section 4.19. Merger; Sale of All or Substantially All Assets.

            The Borrower may not consolidate or merge with or into (whether or
not the Borrower 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 Borrower is the surviving corporation or the entity or the
Person formed by or surviving any such consolidation or merger (if other than
the Borrower) 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 Borrower) 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 Borrower, pursuant
to a supplemental agreement in a form reasonably satisfactory to the
Administrative Agent, under the Bridge Notes and this Agreement;

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

            (d) the Borrower 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 Borrower immediately
preceding the transaction; provided, however, that if the ratio of Indebtedness
to Annualized Pro Forma EBITDA of the Borrower immediately preceding such
transaction is 6:1 or less, then the ratio of Indebtedness to Annualized Pro
Forma EBITDA of the Borrower may be 0.5 greater than such ratio immediately
preceding such transaction; and

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

            Section 4.20. Inspection Rights.

            The Borrower shall, and shall cause each of its Subsidiaries to,
permit the Lenders or any of their respective representatives to visit and
inspect any of its properties, to examine and make abstracts from any of its
books and records and to discuss its businesses, finances and accounts with its
executive officers and, subject to the right of the Borrower's representatives
to participate in any such 


                                       48
<PAGE>   54

discussion, with their independent public accountants, all upon reasonable
notice and at such reasonable times and as often as may reasonably be desired.

            Section 4.21. Special Rights.

            (a) For so long as any Bridge Loans or Exchange Notes are held by
West Street, the Borrower shall, and shall cause each of its Subsidiaries to,
promptly provide West Street with such information concerning the businesses,
properties or financial condition of the Borrower and such Subsidiaries as West
Street may from time to time reasonably request. In that connection, the
Borrower shall, and shall cause each of its Subsidiaries to:

            (i) keep proper books of record and account in which full, true and
      correct entries shall be made of all dealings and transactions in relation
      to its business and activities; and

            (ii) permit West Street or any of its representatives to consult
      with the Borrower and its Subsidiaries with respect to their businesses
      and make proposals with respect to such businesses and meet with the
      respective executive officers and directors of the Borrower and its
      Subsidiaries with respect to such proposals.

            (b) For so long as any Bridge Loans or Exchange Notes are held by
West Street, the Borrower shall, and shall cause each of its Subsidiaries to,
upon prior reasonable request, invite West Street or any of its representatives
to attend each regular, special or other meeting of its Board of Directors in a
nonvoting observer capacity and in this respect shall, upon prior reasonable
request, give West Street or such representative copies of all notices, minutes,
consents and other materials that it provides to its directors. West Street or
such representative may participate in any and all discussions of matters
brought to the Board of Directors. The Borrower shall and shall cause each of
its Subsidiaries to allow West Street or any such representative of West Street
to attend such meetings by means of conference call or other communications
equipment utilized by any other person participating in such meetings.
Notwithstanding the foregoing, the Borrower reserves the right to exclude West
Street and its representatives from access to any material or meeting or portion
thereof if the Borrower believes upon advice of counsel that such exclusion is
reasonably necessary to preserve the attorney-client privilege, to protect
highly confidential proprietary information or for other similar valid business
reasons.

            (c) In addition to the provisions of Section 12.3, (i) any amendment
to the provisions of this Section 4.21 shall require the consent of West Street
at any time that West Street holds Bridge Loans and/or Notes and (ii) for so
long as West Street holds Bridge Loans and/or Notes having an aggregate
principal amount equal to at least 25% of the aggregate principal amount of
Bridge Loans originally funded by West Street under this Agreement, any
amendment to the provisions of Section 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13,
4.16, 4.19 and 4.20 shall require the consent of West Street at any time that
West Street holds any Loans or Exchange Notes.

            Section 4.22. Note Guarantees.

            In the event that the Parent is incorporated or organized with
respect to the Borrower and its Subsidiaries, within five (5) Business Days of
the date of the incorporation or organization of the Parent, the Borrower shall
deliver, or cause to be delivered, (a) to the Administrative Agent (with a copy
for each Lender) (i) a guarantee (the "Bridge Note Guarantee") executed by the
Parent substantially in the form attached hereto as Exhibit G-1, and (ii)
opinions of counsel for the Parent substantially in the form attached hereto as
Exhibit H-1, and (b) to Exchange Note Trustee (i) a guarantee (the "Exchange
Note Guarantee") executed by the Parent substantially in the form attached
hereto as Exhibit G-2, and (ii) opinions of counsel for the Parent substantially
in the form attached hereto as Exhibit H-2, and (c) to 


                                       49
<PAGE>   55

each of the Administrative Agent (with a copy for each Lender) and the Exchange
Note Trustee, such other certificates and documents (including, but not limited
to, a secretary's certificate, a certification of the organizational document of
the Parent certified by the Secretary of State of the jurisdiction in which the
Parent was incorporated or organized, and a good standing certificate) as the
Administrative Agent and/or the Exchange Note Trustee shall deem to be
reasonably necessary or advisable, which certificates and documents shall be in
form and substance satisfactory to the Administrative Agent and its counsel and
the Exchange Note Trustee and its counsel.

            Section 4.23. Offer to Purchase.

            On or prior to April 6, 1999, the Borrower shall have caused the
commencement of each Offer to Purchase the Diamond Notes in accordance with the
terms of each Diamond Indenture.

                                   ARTICLE V.
                                   CONDITIONS

            A. CONDITIONS TO CLOSING DATE. The obligation of each of the Lenders
to execute and deliver this Agreement is subject to (i) the representations and
warranties of the Borrower in Article III being true, correct and complete in
all respects on and as of the Closing Date to the same extent as though made on
and as of the Closing Date, (ii) on or prior to the Closing Date, the Borrower
having performed and complied with all covenants and conditions to be performed
and observed by it on or prior to the Closing Date and (iii) the prior or
concurrent satisfaction of each of the following conditions in Section 5.1 to
(and including) Section 5.14:

            Section 5.1. Corporate and Other Proceedings. On or before the
Closing Date, all corporate and other proceedings taken or to be taken in
connection with the Transactions and all documents incidental thereto shall be
satisfactory in form and substance to the Administrative Agent, and the
Administrative Agent shall have received on behalf of the Lenders the following
items, each of which shall be in form and substance satisfactory to the
Administrative Agent and, unless otherwise noted, dated the Closing Date:

            (a) a certified copy of the Borrower's charters, together with a
certificate of status, compliance, good standing or like certificate with
respect to the Borrower issued by the appropriate government officials of the
jurisdiction of its formation and of each jurisdiction in which the Borrower
owns any material assets or carries on any material business, each to be dated a
recent date prior to the Closing Date;

            (b) a copy of the Borrower's bylaws, in each case certified as of
the Closing Date by its Secretary or one of its Assistant Secretaries;

            (c) resolutions of the Borrower's Boards of Directors approving and
authorizing the execution, delivery and performance of this Agreement, each of
the other Loan Documents and any other documents, instruments and certificates
required to be executed by the Borrower in connection herewith or therewith and
approving and authorizing the execution, delivery and payment of the Bridge
Notes and the Exchange Notes and the consummation of the Transactions, each
certified as of the Closing Date by its Secretary or one of its Assistant
Secretaries as being in full force and effect without modification or amendment;

            (d) signature and incumbency certificates of the Borrower's Officers
executing this Agreement, the Bridge Notes, the other Loan Documents and any
other documents executed in connection therewith;


                                       50
<PAGE>   56

            (e) executed copies of this Agreement;

            (f) an Officers' Certificate from the Borrower in form and substance
satisfactory to the Administrative Agent to the effect that (i) the
representations and warranties of the Borrower in Article III are true, correct
and complete in all respects on and as of the Closing Date to the same extent as
though made on and as of that date, (ii) on or prior to the Closing Date, the
Borrower has performed and complied with all covenants and conditions to be
performed and observed by it on or prior to the Closing Date and (iii) all
conditions to the consummation of the Transactions have been satisfied on the
terms set forth in the documentation relating thereto and have not been waived
or amended without the prior written consent of the Administrative Agent;

            (g) true and correct copies of the final form of each of: (i) the
Diamond Cable Acquisition Agreement and (ii) each Offer to Purchase the Diamond
Notes, if any; and

            (h) true and correct copies of each of the other Transaction
Documents, each of which shall be satisfactory in form and substance to each of
the Lenders.

            Section 5.2. [Intentionally Omitted]

            Section 5.3. Absence of Certain Changes. Except as set forth on
Schedule 5.3 attached hereto, no change in the capital stock or long-term debt
of the Borrower and its Subsidiaries or any material adverse change, or any
development involving a prospective material adverse change, in or affecting the
general affairs, management, financial position, stockholders' equity, results
of operations or prospects of the Borrower shall have occurred since September
30, 1998 and no material inaccuracy in such financial statements shall exist.
Except as set forth on Schedule 5.3 attached hereto, the Borrower shall have no
material liabilities except those set forth on the balance sheet dated September
30, 1998 and those incurred in the ordinary course of business since such date
in amounts that are consistent with past practice. Except for any downgradings,
announcements or reviews attributable solely to the events set forth on Schedule
5.3 attached hereto, on or after the date of the Commitment Letter (i) no
downgrading shall have occurred in the rating accorded the Borrower's debt
securities by any "nationally recognized statistical rating organization," as
that term is defined by the SEC for purposes of Rule 436(g)(2) under the Act,
and (ii) no such organization shall have publicly announced that it has under
surveillance or review, with possible negative implications, its rating of any
of the Borrower's debt securities.

            Section 5.4. Market Disruption. On or after the date of the
Commitment Letter there shall not have occurred any of the following: (i) a
suspension or material limitation in trading in securities generally on the New
York Stock Exchange or on the NASDAQ National Market; (ii) a suspension or
material limitation in trading in the Borrower's securities on the NASDAQ
National Market; (iii) a general moratorium on commercial banking activities
declared by either Federal or New York State authorities; or (iv) the outbreak
or escalation of hostilities involving the United States or the declaration by
the United States of a national emergency or war, if the effect of any such
event specified in this clause (iv) in the judgment of the Lenders makes it
impracticable or inadvisable to sell or place the Debt Securities or to
syndicate the Bridge Loans on the terms and in manner contemplated in the
Commitment Letter and the Engagement Letter; or (v) the occurrence of any
material adverse change in the existing financial, political or economic
conditions in the United States or elsewhere which, in the judgment of the
Lenders, would materially and adversely affect the financial markets or the
markets for bridge loans or high yield debt securities in the United States.

            Section 5.5. Financial Statements. Each of the Lenders shall have
received audited financial statements for the three-year period immediately
preceding the Closing Date and any 


                                       51
<PAGE>   57

appropriate unaudited financial statements for any interim period or periods of
the Borrower and all other recent or probable acquisitions (including pro forma
financial statements), all meeting the requirements of Regulation S-X for Form
S-1 registration statements and all such financial statements shall be
reasonably satisfactory in form and substance to each of the Lenders. Once
approved by the Lenders, all such financial statements shall be added to
Schedule 3.10(a), Schedule 3.10(b), or Schedule 3.10(c), as appropriate, and
shall become subject to the Borrower's representations in Section 3.10. Such
financial statements shall show pro forma consolidated EBITDA of the Borrower
(calculated in accordance with Regulation S-X and including only those
adjustments that the Administrative Agent agrees are appropriate) for the
twelve-month period ended September 30, 1998 and for the latest twelve-month
period for which statements are available.

            Section 5.6. Litigation, etc. There shall not exist any action,
suit, investigation, litigation or proceeding pending or threatened in any court
or before any arbitrator or governmental authority that, in the opinion of each
of the Lenders, could have a Material Adverse Effect.

            Section 5.7. Payment of Fees and Expenses. All fees and expenses due
to the Lenders, Goldman, Sachs Credit Partners L.P. and Goldman, Sachs & Co. or
the Administrative Agent on or before the Closing Date in connection with the
Bridge Loans, pursuant to the Commitment Letter, the Fee Letter, the Engagement
Letter or otherwise, shall have been paid in full.

            Section 5.8. [Intentionally Omitted]

            Section 5.9. [Intentionally Omitted]

            Section 5.10. Registration Rights Agreement. The Borrower and the
Administrative Agent shall have entered into the Registration Rights Agreement
and a fully executed copy of the Registration Rights Agreement shall have been
delivered to each of the Lenders.

            Section 5.11. Delivery of Opinions. The Administrative Agent shall
have received originally executed copies of one or more favorable written
opinions of (i) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for
the Borrower, in the form of Exhibit F-1 attached hereto, dated the Closing Date
and addressed to the Lenders, (ii) Richard J. Lubasch, Senior Vice President and
General Counsel to the Borrower, in the form of Exhibit F-2 attached hereto,
dated the Closing Date and addressed to the Lenders and (iii) such other
opinions of counsel and such certificates or opinions of accountants, appraisers
or other professionals as the Administrative Agent shall have reasonably
requested.

            Section 5.12. [Intentionally Omitted]

            Section 5.13. No Breach; No Default. The Borrower shall not be in
breach or violation of any of its obligations under the Engagement Letter, the
Commitment Letter or the Fee Letter and each of the Engagement Letter and the
Fee Letter shall have been executed and delivered by the Borrower and shall be
in full force and effect. In addition, there shall not exist any Default or
Event of Default under, the Bridge Loans, this Agreement or any of the other
Loan Documents, or under any other material Indebtedness of the Borrower or its
subsidiaries.

            Section 5.14. Other Conditions. All governmental, shareholder and
third-party approvals and consents necessary or desirable in connection with the
Acquisition, the Offer to Purchase the Diamond Notes and the financing thereof
shall have been received and shall be in full force and effect, and all
applicable waiting periods shall have expired without any action being taken by
any applicable authority.


                                       52
<PAGE>   58

            B. CONDITIONS TO FUNDING EACH BRIDGE LOAN. The agreement of each
Lender to make any Bridge Loan requested to be made by it on any Funding Date is
subject to the prior or concurrent satisfaction of each of the following
conditions in Section 5.15 to (and including) Section 5.28:

            Section 5.15. Representations and Warranties. Each of the
representations and warranties made by the Borrower, or any of its Subsidiaries,
or the Parent, if applicable, in or pursuant to the Loan Documents shall be true
and correct in all material respects on and as of such date immediately prior
to, and after giving effect to the Bridge Loans as if made on and as of such
Funding Date.

            Section 5.16. No Breach; No Default. The Borrower shall not be in
breach or violation of any of its obligations under the Engagement Letter, the
Commitment Letter or the Fee Letter. In addition, there shall not exist any
Default or Event of Default under, the Bridge Loans, this Agreement or any of
the other Loan Documents, or under any other material Indebtedness of the
Borrower or its Subsidiaries.

            Section 5.17. Absence of Certain Changes. Except as set forth on
Schedule 5.3 attached hereto, no change in the capital stock or long-term debt
of the Borrower and its Subsidiaries or any material adverse change, or any
development involving a prospective material adverse change, in or affecting the
general affairs, management, financial position, stockholders' equity, results
of operations or prospects of the Borrower shall have occurred since September
30, 1998 and no material inaccuracy in such financial statements shall exist.
Except as set forth on Schedule 5.3 attached hereto, the Borrower shall have no
material liabilities except those set forth on the balance sheet dated September
30, 1998 and those incurred in the ordinary course of business since such date
in amounts that are consistent with past practice. Except for any downgrading,
announcements or reviews attributable solely to the events set forth on Schedule
5.3 attached hereto, on or after Closing Date (i) no downgrading shall have
occurred in the rating accorded the Borrower's debt securities by any
"nationally recognized statistical rating organization," as that term is defined
by the SEC for purposes of Rule 436(g)(2) under the Act, and (ii) no such
organization shall have publicly announced that it has under surveillance or
review, with possible negative implications, its rating of any of the Borrower's
debt securities.

            Section 5.18. Market Disruption. On or after the Closing Date there
shall not have occurred any of the following: (i) a suspension or material
limitation in trading in securities generally on the New York Stock Exchange or
on the NASDAQ National Market; (ii) a suspension or material limitation in
trading in the Borrower's securities on the NASDAQ National Market; (iii) a
general moratorium on commercial banking activities declared by either Federal
or New York State authorities; or (iv) the outbreak or escalation of hostilities
involving the United States or the declaration by the United States of a
national emergency or war, if the effect of any such event specified in this
clause (iv) in the judgment of the Lenders makes it impracticable or inadvisable
to sell or place the Debt Securities or to syndicate the Bridge Loans on the
terms and in manner contemplated in the Commitment Letter and the Engagement
Letter; or (v) the occurrence of any material adverse change in the existing
financial, political or economic conditions in the United States or elsewhere
which, in the judgment of the Lenders, would materially and adversely affect the
financial markets or the markets for bridge loans or high yield debt securities
in the United States.

            Section 5.19. Financial Statements. Each of the Lenders shall have
received audited financial statements for the three-year period immediately
preceding the Closing Date and any appropriate unaudited financial statements
for any interim period or periods of the Borrower and all other recent or
probable acquisitions (including pro forma financial statements), all meeting
the requirements of Regulation S-X for Form S-1 registration statements and all
such financial statements shall be reasonably satisfactory in form and substance
to each of the Lenders. Once approved by the Lenders, all 


                                       53
<PAGE>   59

such financial statements shall be added to Schedule 3.10(a), Schedule 3.10(b),
or Schedule 3.10(c), as appropriate, and shall become subject to the Borrower's
representations in Section 3.10. Such financial statements shall show pro forma
consolidated EBITDA of the Borrower (calculated in accordance with Regulation
S-X and including only those adjustments that the Administrative Agent agrees
are appropriate) for the twelve-month period ended September 30, 1998 and for
the latest twelve-month period for which statements are available.

            Section 5.20. Litigation, etc. There shall not exist any action,
suit, investigation, litigation or proceeding pending or threatened in any court
or before any arbitrator or governmental authority that, in the opinion of each
of the Lenders, could have a Material Adverse Effect.

            Section 5.21. Payment of Fees and Expenses. All fees and expenses
due to the Lenders, Goldman, Sachs Credit Partners L.P. and Goldman, Sachs & Co.
or the Administrative Agent on or before the applicable Funding Date in
connection with the Bridge Loans, pursuant to the Commitment Letter, the Fee
Letter, the Engagement Letter or otherwise, shall have been paid in full.

            Section 5.22. Borrowing Notice; Bridge Notes. Timely receipt of a
Borrowing Notice. Execution and delivery by the Borrower to the Lenders of the
applicable Bridge Notes.

            Section 5.23. Offer to Purchase. The Offers to Purchase the Diamond
Notes shall have been completed in accordance with the Diamond Indentures and
the Expiration Dates shall have occurred.

            Section 5.24. Solvency. The Administrative Agent shall have received
originally executed copies of a Solvency Certificate, which shall be signed by
the principal financial officer of the Borrower, stating that, after giving
effect to the consummation of the Transactions, the Borrower and its
Subsidiaries will be Solvent, all in form and substance satisfactory to the
Administrative Agent.

            Section 5.25. Exchange Note Indenture. The Borrower and the Exchange
Note Trustee shall have entered into the Exchange Note Indenture in the form
attached hereto as Exhibit E, with such revisions as are reasonably requested by
the Exchange Note Trustee, and a fully executed copy of the Exchange Note
Indenture shall have been delivered to each Lender; provided, however, that such
revisions shall be of a ministerial and/or mechanical nature having the effect
of curing ambiguities, defects or inconsistencies; provided, further, that such
Exchange Note Indenture shall be satisfactory to the Borrower, the
Administrative Agent and the Lenders, in each case, in their sole discretion.

            Section 5.26. Exchange Notes. Exchange Notes shall have been issued
by the Borrower and delivered into escrow as contemplated by the Escrow
Agreement.

            Section 5.27. Escrow Agreement. The Borrower, the Administrative
Agent and the Escrow Agent shall have entered into the Escrow Agreement in the
form attached hereto as Exhibit D, with such revisions as are reasonably
requested by the Escrow Agent, and a fully executed copy of the Escrow Agreement
shall have been delivered to each Lender; provided, however, that such revisions
shall be of a ministerial and/or mechanical nature having the effect of curing
ambiguities, defects or inconsistencies; provided, further, that such Escrow
Agreement shall be satisfactory to the Borrower, the Administrative Agent and
the Lenders, in each case, in their sole discretion.

            Section 5.28. Additional Matters. Each borrowing by the Borrower
hereunder shall constitute a representation and warranty by the Borrower as of
the date of such Bridge Loan that the conditions contained in this Article 5,
subsection B have been satisfied.


                                       54
<PAGE>   60

                                   ARTICLE VI.
      TRANSFER OF THE LOANS, THE INSTRUMENTS EVIDENCING SUCH LOANS AND THE
             SECURITIES; REPRESENTATIONS OF LENDERS; PARTICIPATIONS

            Section 6.1. Transfer of the Loans, the instruments evidencing the
Loans and the Securities. Each Lender acknowledges that none of the Loans, the
instruments evidencing such Loans and the Securities have been registered under
the Securities Act and represents and agrees that it is acquiring the Loans, the
instruments evidencing such Loans and the Securities for its own account and
that it will not, directly or indirectly, transfer, sell, assign, pledge or
otherwise dispose of its Loans, the instruments evidencing such Loans or the
Securities (or any interest therein) unless such transfer, sale, assignment,
pledge or other disposition is made (i) pursuant to an effective registration
statement under the Securities Act or (ii) pursuant to an available exemption
from registration under, or in a transaction that is not subject to, the
Securities Act. Each Lender represents, warrants, covenants and agrees to and
with the Borrower that it is either (i) a qualified institutional buyer within
the meaning of Rule 144A under the Securities Act acting for its own account or
the account of one or more other qualified institutional buyers, and is aware
that the Borrower may rely upon the exemption from the provisions of Section 5
of the Securities Act provided by Rule 144A thereunder or (ii) an institutional
"accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7)
under the Securities Act. Each of the Lenders acknowledges that the instruments
evidencing the Loans and the Securities will bear a legend restricting the
transfer thereof in accordance with the Securities Act.

            Subject to the provisions of the previous paragraph, the Borrower
agrees that, with the consent of the Administrative Agent, each Lender will be
free to sell or transfer all or any part of the Loans, the instruments
evidencing the Loans or the Securities (including, without limitation,
participation interest in the Loans) to any third party and to pledge any or all
of the Securities to any commercial bank or other institutional lender.

            Section 6.2. Permitted Assignments. Any Lender may, in the ordinary
course of its business and in accordance with applicable law, at any time assign
to one or more banks or other entities ("Purchasers") all or any part of its
rights and obligations hereunder and under the Loan Documents. Such assignment
shall be made pursuant to an Assignment and Acceptance substantially in the form
of Exhibit A or in such other form as may be agreed to by the parties thereto.
The consent of the Borrower and the Administrative Agent shall be required prior
to an assignment becoming effective with respect to a Purchaser which is not a
Lender, an Affiliate of a Lender (including West Street, in the case of Goldman
Sachs Credit Partners L.P.) or a Federal Reserve Bank; provided, however, that
if a Default has occurred and is continuing, the consent of the Borrower shall
not be required. Such consent shall not be unreasonably withheld or delayed.

            Section 6.3. Permitted Participants; Effect. (a) Any Lender may, in
the ordinary course of its business and in accordance with applicable law, at
any time sell to one or more banks or other entities ("Participants")
participating interests in any Loan owing to such Lender, any Bridge Note held
by such Lender, any Commitment of such Lender or any other interest of such
Lender under the Loan Documents; provided that such Lender retain all voting
rights with respect to such participating interests on all matters other than
such matters that require the consent of each Lender under this Agreement. In
the event of any such sale by a Lender of participating interests to a
Participant, such Lender's obligations under the Loan Documents shall remain
unchanged, such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, such Lender shall remain the
owner of its Loans and the holder of any Bridge Note issued to it in evidence
thereof for all purposes under the Loan Documents, all amounts payable by the
Borrower under this Agreement shall be determined as if such Lender had not sold
such participating interests, and the Borrower and the 


                                       55
<PAGE>   61

Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under the Loan
Documents.

            (b) Each Lender shall retain the sole right to approve, without the
consent of any Participant, any amendment, modification or waiver of any
provision of the Loan Documents other than any amendment, modification or waiver
with respect to any Loan or Commitment in which such Participant has an interest
which forgives principal, interest or fees or reduces the interest rate or fees
payable with respect to any such Loan or Commitment, extends the Maturity Date,
postpones any date fixed for any regularly scheduled payment of principal of, or
interest or fees on, any such Loan or Commitment or releases any guarantor of
any such Loan or releases all or substantially all of the collateral, if any,
securing any such Loan.

            (c) The Borrower agrees that each Participant shall be deemed to
have the right of setoff provided in Section 2.10 in respect of its
participating interest in amounts owing under the Loan Documents to the same
extent as if the amount of its participating interest were owing directly to it
as a Lender under the Loan Documents, provided that each Lender shall retain the
right of setoff provided in Section 2.10 with respect to the amount of
participating interests sold to each Participant. The Lenders agree to share
with each Participant, and each Participant, by exercising the right of setoff
provided in Section 2.10, agrees to share with each Lender, any amount received
pursuant to the exercise of its right of setoff, such amounts to be shared in
accordance with Section 2.10 as if each Participant were a Lender.

            Section 6.4. Dissemination of Information. The Borrower authorizes
each Lender to disclose to any Participant or Purchaser or any other Person
acquiring an interest in the Loan Documents by operation of law (each a
"Transferee") and any prospective Transferee any and all information in such
Lender's possession concerning the creditworthiness of the Borrower and its
Subsidiaries; provided, however, that any records, documents or information that
are designated by the Borrower as confidential at the time of delivery of such
records, documents or information shall be kept confidential by each Lender and
each Transferee, unless (i) such records, documents or information are in the
public domain or otherwise publicly available, (ii) disclosure of such records,
documents or information is required by court or administrative order or (iii)
disclosure of such records, documents, properties or information, in the opinion
of counsel to such Lender or Transferee, is otherwise required by law
(including, without limitation, pursuant to the requirements of the Securities
Act).

            Section 6.5. Tax Treatment. If any interest in any Loan Document is
transferred to any Transferee which is organized under the laws of any
jurisdiction other than the United States or any State thereof, the transferor
Lender shall cause such Transferee, concurrently with the effectiveness of such
transfer, to comply with the provisions of Section 2.9.

            Section 6.6. Replacement Securities Upon Transfer or Exchange. Upon
surrender of any Securities by any Lender in connection with any permitted
transfer or exchange, the Borrower will execute and deliver in exchange therefor
a new Security or Securities of the same aggregate tenor and principal amount,
payable to the order of such Persons and in such denominations as such Lender
may request. The Borrower may require payment by such Lender of a sum sufficient
to cover any stamp tax or governmental charge imposed in respect of any such
transfer.

            Section 6.7. Register. The Administrative Agent on behalf of the
Borrower shall maintain a register of the principal amount of the Loans held by
each Lender and any interest due and payable with respect thereto. The
Administrative Agent will allow any Lender to inspect and copy such register at
each Administrative Agent's principal place of business during normal business
hours.


                                       56
<PAGE>   62

                                  ARTICLE VII.
                                EVENTS OF DEFAULT

            Section 7.1. Events of Default. An "Event of Default" occurs if:

            (a) any representation or warranty made or deemed made by the
Borrower or any of its Subsidiaries or the Guarantor herein or that is contained
in any Transaction Document or in any certificate, document or financial or
other statement furnished by any of them at any time under or in connection with
any Transaction Document shall prove to have been incorrect in any material
respect on or as of the date made or deemed made;

            (b) (x) the Borrower defaults in the payment of interest, Liquidated
Damages, if any, and/or Additional Amounts, if any, on any Bridge Note, or
defaults in the payment of any other Obligation under this Agreement or any
other Loan Document, when the same becomes due and payable and the Default
continues for a period of 15 days after the date due and payable or (y) the
Guarantor defaults in the payment of any amounts under any Note Guarantee, when
the same becomes due and payable and the failure to make such payment continues
for a period of 15 days after the date due and payable;

            (c) the Borrower defaults in the payment of the principal of any
Bridge Note when the same becomes due and payable at maturity, upon redemption
or otherwise;

            (d) the Borrower or any of its Subsidiaries fails to observe or
perform any covenant or agreement contained in Section 2.4, 4.6, 4.7, 4.8, 4.9,
4.10, 4.11, 4.12, 4.13, 4.16, 4.19, 4.22, 4.23 or Article VIII hereof;

            (e) the Borrower or any of its Subsidiaries or the Guarantor fails
to observe or perform any other covenant or agreement contained in any of the
Loan Documents, required by any of them to be performed and the failure
continues for a period of 30 days after notice from the Administrative Agent to
the Borrower or from Lenders holding at least 25% in aggregate principal amount
of the then outstanding Bridge Loans to the Borrower and the Administrative
Agent stating that such notice is a "Notice of Default";

            (f) 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 Borrower or any Restricted Subsidiary or
the Guarantor (or the payment of which is guaranteed by the Borrower or any
Restricted Subsidiary or the Guarantor) having a principal amount greater than
$10.0 million, whether such Indebtedness or guarantee now exists or is created
after the date hereof, whether or not such default results in the acceleration
of such Indebtedness prior to its express maturity;

            (g) 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 Borrower or any Restricted Subsidiary of the Borrower or the
Guarantor 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;

            (h) the Borrower or any Material Subsidiary or the Guarantor
pursuant to or within the meaning of any Bankruptcy Law:

                  (i) commences a voluntary case;


                                       57
<PAGE>   63

                  (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;

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

                  (i)   is for relief  against the  Borrower  or any  Material
      Subsidiary or the Guarantor in an involuntary case;

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

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

            (j) the revocation of a Material License;

            (k) the Borrower or any ERISA Affiliate shall fail to pay when due,
after the expiration of any applicable grace period, any installment payment
with respect to its withdrawal liability under a Multiemployer Plan; (ii) the
Borrower or any ERISA Affiliate shall fail to satisfy its contribution
requirements under Section 412(c)(11) of the Code, whether or not it has sought
a waiver under Section 412(d) of the Code; (iii) in the case of an ERISA Event
involving the withdrawal from a Plan of a "substantial employer" (as defined in
Section 4001(a)(2) of Section 4062(e) of ERISA), the withdrawing employer's
proportionate share of that Plan's Unfunded Pension Liabilities if paid could
reasonably be expected to have a Material Adverse Effect; (iv) in the case of an
ERISA Event not described in clause (iii) or (iv), the Unfunded Pension
Liabilities of the relevant Plan or Plans if paid could reasonably be expected
to have a Material Adverse Effect; (vi) a Plan that is intended to be qualified
under Section 401(a) of the Code shall lose its qualification, and with respect
to such loss of qualification, the Borrower or ERISA Affiliate can reasonably be
expected to be required to pay (for additional taxes, payments to or on behalf
of Plan participants, or otherwise) an amount that if paid could reasonably be
expected to have a Material Adverse Effect; or (vii) the occurrence of any
combination of events listed in clauses (iii) through (vi) that involves a net
increase in aggregate Unfunded Pension Liabilities and unfunded liabilities that
could reasonably be expected to have a Material Adverse Effect; and

            (l) the obligations of the Guarantor under any Note Guarantee shall
be held in any judicial proceeding to be unenforceable or invalid or shall cease
for any reason to be in full force and effect or the Guarantor, or any Person
acting on behalf of the Guarantor, shall deny or disaffirm its obligations under
any Note Guarantee.

            Section 7.2. Acceleration. If an Event of Default (other than an
Event of Default specified in clauses (h) and (i) of Section 7.1 hereof) occurs
and is continuing, the Administrative Agent by notice to the Borrower, or the
Lenders holding at least 25% in aggregate principal amount of the then
outstanding Bridge Loans by notice to the Borrower and the Administrative Agent,
may declare all the Bridge Notes to be due and payable. Upon such declaration,
the principal of, premium, if any, and 


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<PAGE>   64

interest on, the Bridge Notes shall be due and payable immediately. If an Event
of Default specified in clause (h) or (i) of Section 7.1 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 Administrative Agent or any Lender.

            Section 7.3. Rights and Remedies. If an Event of Default occurs and
is continuing, the Administrative Agent may pursue any available remedy to
collect the payment of principal or interest on the Bridge Notes or to enforce
the performance of any provision of the Bridge Notes or this Agreement.

            The Administrative Agent may maintain a proceeding even if it does
not possess any of the Bridge Notes or does not produce any of them in the
proceeding. A delay or omission by the Administrative Agent 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 7.4. Waiver of Past Defaults. Subject to Section 12.3, the
Majority Lenders by notice to the Administrative Agent 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 interest on any Bridge 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 7.5. Rights of Lenders To Receive Payment. Notwithstanding
anything to the contrary contained in this Agreement, the right of any Lender to
receive payment of principal of, premium, if any, and interest on the Bridge
Loans and Bridge Notes held by such Lender, on or after the respective due dates
expressed in this Agreement or the Bridge Notes, 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 such Lender.

                                  ARTICLE VIII.
                                 DEBT SECURITIES

            Section 8.1. Debt Securities. The Borrower shall use its best
efforts to do all things required in the reasonable opinion of the Investment
Bank in connection with the sale of the Debt Securities, including, but not
limited to, those actions specified in the Fee Letter and the Engagement Letter.

                                   ARTICLE IX.
                                   TERMINATION

            Section 9.1. Termination. The Lenders, by notice to the Borrower,
may terminate this Agreement at any time after June 30, 1999.

            Section 9.2. Survival of Certain Provisions. If this Agreement is
terminated pursuant to this Article IX, such termination shall be without
liability of any party to any other party, except that, whether or not the
transactions contemplated by this Agreement are consummated, (i) the Obligations
of the Borrower to reimburse the Lenders for all of their out-of-pocket expenses
pursuant to Section 12.1 and the Engagement Letter and (ii) the indemnity
provisions contained in Article X shall, in each case, remain operative and in
full force and effect.


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<PAGE>   65

                                   ARTICLE X.
                                    INDEMNITY

            Section 10.1. Indemnification. In the event that any of the Lenders
or the Administrative Agent (each, an "Indemnified Party") becomes involved in
any capacity in any action, proceeding or investigation brought by or against
any Person, including stockholders of the Borrower, in connection with or as a
result of either this arrangement or any matter referred to in this Agreement,
the Borrower periodically will reimburse such Indemnified Party for its legal
and other expenses (including the cost of any investigation and preparation)
incurred in connection therewith. The Borrower also will indemnify and hold each
Indemnified Party harmless against any and all losses, claims, damages or
liabilities to any such Person in connection with or as a result of either this
arrangement or any matter referred to in this Agreement, except to the extent
that any such loss, claim, damage or liability results from the gross negligence
or bad faith of such Indemnified Party in performing the services that are the
subject of this Agreement. If for any reason the foregoing indemnification is
unavailable to any Indemnified Party or insufficient to hold it harmless, then
the Borrower shall contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, claim, damage or liability in such proportion as
is appropriate to reflect the relative economic interests of the Borrower and
its stockholders on the one hand and such Indemnified Party on the other hand in
the matters contemplated by this Agreement as well as the relative fault of the
Borrower, on the one hand, and such Indemnified Party, on the other hand, with
respect to such loss, claim, damage or liability and any other relevant
equitable considerations. The reimbursement, indemnity and contribution
obligations of the Borrower under this Section 10.1 shall be in addition to any
liability which the Borrower may otherwise have, shall extend upon the same
terms and conditions to any affiliate of any Indemnified Party and the partners,
directors, agents, employees and controlling persons (if any), as the case may
be, of such Indemnified Party and any such affiliate, and shall be binding upon
and inure to the benefit of any successors, assigns, heirs and personal
representatives of the Borrower, such Indemnified Party, any such affiliate and
any such Person. The Borrower also agrees that neither any Indemnified Party nor
any of such affiliates, partners, directors, agents, employees or controlling
persons shall have any liability to the Borrower, any person asserting claims on
behalf of or in right of the Borrower or any other person in connection with or
as a result of either this arrangement or any matter referred to in this
Agreement except to the extent that any losses, claims, damages, liabilities or
expenses incurred by the Borrower result from the gross negligence or bad faith
of such Indemnified Party in performing the services that are the subject of
this Agreement. Notwithstanding any other provision of this Agreement, no
indemnified person shall be liable for any indirect or consequential damages in
connection with its activities related to the Bridge Loans. Any right to trial
by jury with respect to any action or proceeding arising in connection with or
as a result of either this arrangement or any matter referred to in the Letters
is hereby waived by the parties hereto.

            Section 10.2. Settlement of Claims. The Borrower agrees that,
neither it nor any of its Subsidiaries will settle, compromise or consent to the
entry of any judgment in any pending or threatened claim, action or proceeding
in respect of which indemnification or contribution could be sought under
Section 10.1 (whether or not any Indemnified Party is an actual or potential
party to such claim, action or proceeding) without the prior written consent of
the Indemnified Parties, unless such settlement, compromise or consent includes
an unconditional release of each Indemnified Party from all liability arising
out of such claim, action or proceeding, which consent shall not be unreasonably
withheld.

            Section 10.3. Appearance Expenses. If an Indemnified Party is
requested or required to appear as a witness in any action brought by or on
behalf of or against the Borrower or any Affiliate thereof in which such
Indemnified Party is not named as a defendant, the Borrower agrees to reimburse
such Indemnified 


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<PAGE>   66

Party for all reasonable expenses incurred by it in connection with such
Indemnified Party's appearing and preparing to appear as such a witness,
including, without limitation, the reasonable fees and disbursements of its
legal counsel.

            Section 10.4. Indemnity for Taxes, Reserves and Expenses. If, after
the date hereof, the adoption of any law or guideline or any amendment or change
in the administration, interpretation or application of any existing or future
law or guideline by any Governmental Entity charged with the administration,
interpretation or application thereof, or the compliance with any request or
directive of any Governmental Entity (whether or not having the force of law):

            (a) subjects any Affected Party to any tax of any kind with respect
      to this Agreement or the Bridge Notes or changes the basis of taxation of
      payments of amounts due hereunder or thereunder or with respect to this
      Agreement or any of the other Loan Documents, (including, without
      limitation, any sales, gross receipts, general corporate, personal
      property, privilege or license taxes, and including claims, losses and
      liabilities arising from any failure to pay or delay in paying any such
      tax (unless such failure or delay results solely from such Affected
      Party's negligence or willful misconduct), but excluding (i) federal,
      state or local taxes based on net income incurred by such Affected Party
      arising out of or under this Agreement or any of the other Loan Documents)
      and (ii) Taxes, Other Taxes and any taxes, levies, imposts, deductions,
      charges or withholding specifically excluded under Section 2.9(a);

            (b) imposes, modifies or deems applicable any reserve (including,
      without limitation, any reserve imposed by the Board), special deposit or
      similar requirement against assets of the Borrower held by, credit to the
      Borrower extended by, deposits of the Borrower with or for the account of,
      or other acquisition of funds of the Borrower by, any Affected Party;

            (c) shall change the amount of capital maintained or requested or
      directed to be maintained by an Affected Party; or

            (d) imposes upon an Affected Party any other condition or expense
      (including, without limitation, (i) loss of margin and (ii) attorneys'
      fees and expenses incurred by officers or employees of an Affected Party
      (or any successor thereto) and expenses of litigation or preparation
      therefor in contesting any of the foregoing) with respect to this
      Agreement or any of the other Loan Documents or the purchase, maintenance
      or funding of the Loans by an Affected Party,

and the result of any of the foregoing is to increase the cost to, reduce the
income receivable by, reduce the rate of return on capital of, or impose any
expense (including loss of margin) upon, an Affected Party with respect to this
Agreement, any of the other Loan Documents, the obligations hereunder or
thereunder or the funding of the Loans hereunder, the Affected Party may notify
the Borrower of the amount of such increase, reduction, or imposition, and the
Borrower hereby agrees to pay to the Affected Party the amount the Affected
Party deems necessary to compensate the Affected Party for such increase,
reduction or imposition which determination shall be conclusive. Such amounts
shall be due and payable by the Borrower 15 days after such notice is given.

            Section 10.5. Survival of Indemnification. The provisions contained
in this Article X shall remain in full force and effect whether or not any of
the transactions contemplated hereby are consummated and notwithstanding the
termination of this Agreement or the payment in full of all Obligations
hereunder.


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<PAGE>   67

            Section 10.6. Liability Not Exclusive; Payments. The agreements of
the Borrower in this Article X shall be in addition to any liability that it may
otherwise have. All amounts due under this Article X shall be payable as
incurred upon written demand therefor.

                                   ARTICLE XI.
                     THE ADMINISTRATIVE AGENT; THE ARRANGER

            Section 11.1. Appointment. Each Lender hereby irrevocably designates
and appoints the Administrative Agent to act as an agent of such Lender under
this Agreement and the other Loan Documents, and each such Lender irrevocably
authorizes the Administrative Agent, in such capacity, to take such action on
its behalf under the provisions of this Agreement and the other Loan Documents
and to exercise such powers and perform such duties as are expressly delegated
to the Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent shall have no duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Administrative Agent.

            Section 11.2. Delegation of Duties. The Administrative Agent may
execute any of its duties under this Agreement and the other Loan Documents by
or through agents or attorneys-in-fact and shall be entitled to the advice of
counsel concerning all matters pertaining to such duties. The Administrative
Agent shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

            Section 11.3. Exculpatory Provisions. Neither the Administrative
Agent nor any of its officers, directors, employees, agents, attorneys-in-fact
or Affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except for its own gross negligence or willful misconduct)
or (ii) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by the Borrower or any of its
Subsidiaries or any officer thereof contained in this Agreement or any other
Loan Document or in any certificate, report, statement, opinion or other
document referred to or provided for in, or received by the Administrative Agent
under or in connection with, this Agreement or any other Loan Document or for
the value, validity, effectiveness, genuineness, enforceability or sufficiency
of this Agreement or any other Loan Document or for any failure of the Borrower
or any of its Subsidiaries to perform its obligations hereunder or thereunder.
The Administrative Agent shall not be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of the Borrower or any
of its Subsidiaries.

            Section 11.4. Reliance by the Administrative Agent. The
Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any Bridge Note, writing, resolution, notice, consent,
certificate, affidavit, letter, telecopy, telex or teletype message, statement,
order or other document or conversation believed by it to be genuine and correct
and to have been signed, sent or made by the proper Person or Persons and upon
advice and statements of legal counsel (including, without limitation, counsel
to the Borrower or any of its Subsidiaries), independent accountants and other
experts selected by the Administrative Agent. The Administrative Agent may deem
and treat the payee of the Bridge Note as the owner thereof for all purposes
unless a written notice of assignment, negotiation or transfer thereof shall
have been filed with the Administrative Agent. The Administrative Agent shall be
fully justified in failing or refusing to take any action under this Agreement
or any other Loan Document unless it shall first receive such advice or
concurrence of the Majority Lenders as it deems appropriate or 


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<PAGE>   68

it shall first be indemnified to its satisfaction by the Lenders against any and
all liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. The Administrative Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this Agreement
and the other Loan Documents in accordance with a request of the Majority
Lenders, and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders and all future holders of the
Loans.

            Section 11.5. Notice of Default. The Administrative Agent shall not
be deemed to have knowledge or notice of the occurrence of any Default or Event
of Default hereunder unless the Administrative Agent has received notice from a
Lender, the Borrower or any of its Subsidiaries referring to this Agreement,
describing such Default or Event of Default and stating that such notice is a
"notice of default." In the event that any of the Administrative Agent receives
such a notice, the Administrative Agent shall give notice thereof to the
Lenders. The Administrative Agent shall take such action with respect to such
Default or Event of Default as shall be reasonably directed by the Majority
Lenders; provided that unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable in the best
interests of the Lenders.

            Section 11.6. Non-Reliance on the Administrative Agent and Other
Lenders. Each Lender expressly acknowledges that neither the Administrative
Agent nor any of its officers, directors, employees, agents, attorneys-in-fact
or Affiliates has made any representations or warranties to it and that no act
by the Administrative Agent hereafter taken, including any review of the affairs
of the Borrower or any of its Subsidiaries, shall be deemed to constitute any
representation or warranty by the Administrative Agent to any Lender. Each
Lender represents to the Administrative Agent that it has, independently and
without reliance upon the Administrative Agent or any other Lenders, and based
on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property,
financial and other condition, prospects and credit worthiness of the Borrower
and its Subsidiaries and made its own decision to make its Loans hereunder and
enter into this Agreement. Each Lender confirms that it is a qualified
institutional buyer within the meaning of Rule 144A under the Securities Act.
Each Lender also represents that it will, independently and without reliance
upon the Administrative Agent or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition, prospects and credit
worthiness of the Borrower and its Subsidiaries. Except for notices, reports and
other documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall have no duty or
responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, financial or other condition,
prospects or credit worthiness of the Borrower or any of its Subsidiaries which
may come into the possession of the Administrative Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates.

            Section 11.7. Indemnification. The Lenders agree to indemnify each
of the Administrative Agent in its capacity as such (to the extent not
reimbursed by the Borrower or any of its Subsidiaries and without limiting the
obligation of the Borrower and any of its Subsidiaries to do so), ratably
according to their respective Commitments in effect on the date on which
indemnification is sought, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind whatsoever which may at any time (include,
without limitation, at any time following the payment of the Loans) be imposed
on, incurred by or asserted against the Administrative Agent in any way relating
to or arising out of, the Commitments, 


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<PAGE>   69

this Agreement, any other Loan Document or any documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by the Administrative Agent under or in
connection with any of the foregoing, provided that no Lender shall be liable
for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting solely from the gross negligence or willful misconduct of the
Administrative Agent. The agreements in this subsection shall survive the
payment of the Loans and all other Obligations payable hereunder.

            Section 11.8. Administrative Agent, in its Individual Capacity. The
Administrative Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower as though such
Administrative Agent were not acting in such capacities hereunder and under the
other Loan Documents. With respect to the Loans made or renewed by it and the
Bridge Note issued to it such Administrative Agent shall have the same rights
and powers under this Agreement and the other Loan Documents as any Lender and
may exercise the same as though it were not an Administrative Agent, and the
terms "Lender" and "Lenders" shall include the Administrative Agent in its
individual capacity.

            Section 11.9. Successor Administrative Agent. The Administrative
Agent may resign as Administrative Agent upon 30 days' notice to the Lenders. If
the Administrative Agent shall resign as Administrative Agent under this
Agreement and the other Loan Documents then the Majority Lenders shall appoint
from among the Lenders a successor agent for the Lenders, which successor agent
(provided that it shall have been approved by the Borrower), shall succeed to
the rights, powers and duties of the Administrative Agent, hereunder. Effective
upon such appointment and approval, the term "Administrative Agent" shall mean
and include such successor agent, and the former Administrative Agent's rights,
powers and duties as Administrative Agent shall be terminated, without any other
or further act or deed on the part of such former Administrative Agent, any of
the parties to this Agreement or any holders of the Loans. After any retiring
Administrative Agent's resignation as Administrative Agent the provisions of
this Article XI shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Administrative Agent under this Agreement and the
other Loan Documents.

            Section 11.10. Arranger. Except as expressly set forth herein, the
Arranger, in its capacity as such, shall have no duties or responsibilities, and
shall incur no liabilities, under this Agreement or the other Loan Documents.

                                  ARTICLE XII.
                                  MISCELLANEOUS

            Section 12.1. Expenses; Documentary Taxes. The Borrower agrees to
pay (a) all reasonable out-of-pocket expenses (including, without limitation,
expenses incurred in connection with due diligence by the Lenders) associated
with the preparation, execution and delivery, administration, waiver,
enforcement or modification and enforcement of the documentation contemplated
hereby and (b) the reasonable fees and disbursements of Latham & Watkins, legal
counsel to the Lenders, in connection with the transactions contemplated herein,
including in each case those incurred prior to the Closing Date and prior to
each Funding Date. The Borrower hereby agrees to indemnify the Lenders against
any transfer taxes, documentary taxes, assessments or charges made by any
Governmental Entity by reason of the execution and delivery, or the terms, of
this Agreement or any of the other Loan Documents.

            Section 12.2. Notices. All notices and other communications
pertaining to this Agreement or any Bridge Note shall be in writing and shall be
delivered (a) in Person (with receipt acknowledged), (b) by facsimile (confirmed
immediately in writing by a copy mailed by registered or certified mail, return
receipt requested, postage prepaid, addressed as hereafter set forth), (c) by


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registered or certified mail, return receipt requested, postage prepaid, or (d)
by overnight courier, addressed as follows:

                  (i)   If to the Administrative Agent, to it at:

                        Goldman Sachs Credit Partners L.P.
                        c/o Goldman, Sachs & Co.
                        85 Broad Street
                        New York, New York 10004
                        Attention:  Matthew Leavitt
                        Facsimile No.:  (212) 902-3000

                        with a copy to:

                        Latham & Watkins
                        885 Third Avenue, Suite 1000
                        New York, New York 10022
                        Attention: Kirk A. Davenport
                        Facsimile No.: (212) 751-4864

                  (ii)  If to any Lender, to it at its address set forth on the
                        signature pages hereto:

                  (iii) If to the Borrower, to it at:

                        NTL Incorporated
                        110 East 59th Street
                        26th Floor
                        New York, New York 10022
                        Attention:  Richard J. Lubasch
                        Facsimile No.:  (212) 906-8497

                        with a copy to:

                        Skadden, Arps, Slate, Meagher & Flom LLP
                        919 Third Avenue
                        New York, New York 10022
                        Attention: Thomas Kennedy
                        Facsimile No.: (212) 735-3637

or to such other Person or address as shall be furnished in writing delivered to
the other parties in compliance with this Section 12.2.

            Section 12.3. Consent to Amendments and Waivers.

            (a) Except as provided in Section 4.21 and 12.3(b), this Agreement
and the Bridge Notes may be amended or supplemented with the consent of the
Borrower and the Majority Lenders and any existing default or compliance with
any provision of this Agreement or the Bridge Notes may be waived with the
consent of the Majority Lenders. Bridge Notes held by the Borrower or any of its
Affiliates will not be deemed to be outstanding for purposes of this Section
12.3.


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<PAGE>   71

            (b) Notwithstanding the provisions of Section 12.3(a) and in
addition to the provisions of Section 4.21, without the consent of each Lender
affected thereby, an amendment or waiver may not: (i) reduce the principal
amount of any Loan, (ii) change the fixed maturity of any Loan, (iii) reduce the
rate of or change the time for payment of interest on any Loan, (iv) waive a
Default or Event of Default in the payment of principal of, or premium, fees or
interest, if any, on the Loans or any other amounts payable under any of the
Loan Documents, (v) make any Loan payable in money other than that stated in the
applicable Loan, (vi) make any change in the provisions of this Agreement
relating to the rights of Lenders to receive (A) prepayments on, or (B) payments
of principal of, premium, if any, or fees or interest on, the Loans, (vii) make
any change to the provisions of Article VII that would adversely affect the
rights of any Lender or (viii) make any change in the foregoing amendment and
waiver provisions.

            (c) The Borrower shall not and shall not permit any of its
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Lender for
or as an inducement to any consent, waiver or amendment permitted by Section
12.3(a) unless such consideration is offered to be paid and is paid to all
Lenders that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or amendment.

            Section 12.4. Parties. This Agreement shall inure to the benefit of
and be binding upon the Borrower, the Affected Parties and each of their
respective successors and assigns. Except as expressly in this Agreement,
nothing expressed or mentioned in this Agreement is intended or shall be
construed to give any other Person any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision herein contained. Except
as expressly provided in this Agreement, this Agreement and all conditions and
provisions hereof are intended to be for the sole and exclusive benefit of the
Affected Parties and their respective successors and assigns, and for the
benefit of no other Person.

            Section 12.5. New York Law; Submission to Jurisdiction; Waiver of
Jury Trial. THIS AGREEMENT AND THE BRIDGE NOTES SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
CONFLICT OF LAW RULES THEREOF. THE BORROWER AND EACH OF THE LENDERS HEREBY
SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW
YORK CITY (EACH, A "NEW YORK COURT") FOR PURPOSES OF ALL LEGAL PROCEEDINGS
ARISING OUT OF OR RELATING TO THE BRIDGE NOTES, THIS AGREEMENT, ANY OF THE OTHER
LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE BORROWER AND EACH OF
THE LENDERS IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY
SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE BORROWER
AND EACH OF THE LENDERS IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE BRIDGE NOTES, THIS
AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

            Section 12.6. Replacement Notes. If any Bridge Note becomes
mutilated and is surrendered by the applicable Lender to the Borrower, or if any
Lender claims that any of its Bridge Notes has been lost, destroyed or
wrongfully taken, the Borrower shall execute and deliver to such Lender a
replacement Bridge Note, upon the delivery by such Lender of an indemnity to the
Borrower to 


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<PAGE>   72

save it and any agent of it harmless in respect of such loss, destruction or
wrongful taking with respect to such Bridge Note.

            Section 12.7. [Intentionally omitted]

            Section 12.8. Marshalling; Recapture. None of the Administrative
Agent nor any Lender shall be under any obligation to marshall any assets in
favor of the Borrower or any other party or against or in payment of any or all
of the Obligations. To the extent any Lender receives any payment by or on
behalf of the Borrower, which payment or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required to
be repaid to the Borrower or its estate, trustee, receiver, custodian or any
other party under any Bankruptcy Law, state or federal law, common law or
equitable cause, then, to the extent of such payment or repayment, the
obligation or part thereof which has been paid, reduced or satisfied by the
amount so repaid shall be reinstated by the amount so repaid and shall be
included within the liabilities of Borrower to such Lender as of the date such
initial payment, reduction or satisfaction occurred.

            Section 12.9. Limitation of Liability. No claim may be made by the
Borrower or any other Person against any Administrative Agent or any Lender or
the Affiliates, directors, officers, employees, attorneys or agents of any of
them for any special, indirect, consequential or punitive damages in respect of
any claim for breach of contract or any theory of liability arising out of or
related to the transactions contemplated by this Agreement or the other Loan
Documents, or any act, omission or event occurring in connection therewith; and
the Borrower hereby waives, releases and agrees not to sue and shall cause each
of its respective Subsidiaries to waive, release or agree not to sue (if
required), upon any claim for any such damages, whether or not accrued and
whether or not known or suspected to exist in its favor.

            Section 12.10. Independence of Covenants. All covenants hereunder
shall be given independent effect so that if a particular action or condition is
not permitted by any of such covenants, the fact that it would be permitted by
an exception to, or be otherwise within the limitations of, another covenant
shall not avoid the occurrence of a Default or Event of Default if such action
is taken or condition exists.

            Section 12.11. Currency Indemnity. The Borrower acknowledges and
agrees that this is a credit transaction where specification of dollars is of
the essence and dollars shall be the currency of account and payment in all
events. If, pursuant to a judgment or for any other reason, payment shall be
made in another currency and such payment, after prompt conversion to dollars
and transfer to New York City in accordance with normal banking procedures,
falls short of the sum due the Lenders in dollars, the Borrower shall pay the
Lender such shortfall and the Lenders shall have a separate cause of action for
such amount.

            Section 12.12. Waiver of Immunity. To the extent that the Borrower
has or hereafter may acquire any immunity from:

            (a) the jurisdiction of any court of (i) any jurisdiction in which
      the Borrower owns or leases property or assets or (ii) the United States,
      the State of New York or any political subdivision thereof; or


                                       67
<PAGE>   73

            (b) from any legal process (whether through service of notice,
      attachment prior to judgment, attachment in aid of execution, execution or
      otherwise) with respect to itself or its property and assets, this
      Agreement, any Loan Document or actions to enforce judgments in respect of
      any thereof,

it hereby irrevocably waives such immunity in respect of its obligations under
the above-referenced document.

            Section 12.13. Freedom of Choice. The submission to the jurisdiction
of the courts referred to in this Article XII shall not (and shall not be
construed so as to) limit the right of any Lender to take proceedings against
the Borrower in the courts of any country in which the Borrower has assets or in
any other court of competent jurisdiction nor shall the taking of proceedings in
any one or more jurisdictions preclude the taking of proceedings in any other
jurisdiction (whether concurrently or not) if and to the extent permitted by
applicable law.

            Section 12.14. Successors and Assigns. Whenever in this Agreement
any of the parties hereto is referred to, such reference shall be deemed to
include the successors and assigns of such party; and all covenants and
agreements of the Borrower in this Agreement shall bind their respective
successors and assigns. The Borrower may not assign or transfer any of its
rights or obligations hereunder (by operation of law or otherwise) without the
prior written consent of the Majority Lenders. Any assignment by any Lender must
be made in compliance with Article VI hereof.

            Section 12.15. Merger. This Agreement constitutes the entire
contract among the parties relating to the subject matter hereof and supersedes
any and all previous agreements among the parties relating to the subject matter
hereof, except for those provisions in the Fee Letter and the Engagement Letter
that are in addition to the provisions contained herein.

            Section 12.16. Severability Clause. In case any provision in this
Agreement or any Bridge Note shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby and such
provision shall be ineffective in such jurisdiction only to the extent of such
invalidity, illegality or unenforceability.


                                       68
<PAGE>   74

            Section 12.17. Representations, Warranties and Agreements To Survive
Delivery. All representations, warranties and agreements contained in or
incorporated into this Agreement, or contained in Officers' Certificates
submitted pursuant hereto, shall remain operative and in full force and effect
until all Obligations under all of the Loan Documents have been repaid in full,
regardless of any investigation made by or on behalf of the Lenders or any
controlling Person of the Lenders, or by or on behalf of the Borrower or any
controlling Person of the Borrower, and shall survive delivery of the Bridge
Notes.

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

                                       NTL INCORPORATED

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

GOLDMAN SACHS CREDIT PARTNERS L.P.

as Administrative Agent

By: /s/ Stephen J. McGuinness
    -------------------------------
    Name:  Stephen J. McGuinness
    Title: Managing Director


                                       69
<PAGE>   75

Lenders:

Commitment Amount:

$1,350,000,000                         GOLDMAN SACHS CREDIT PARTNERS L.P.

                                       By: /s/ Stephen J. McGuinness
                                           ----------------------------------
                                           (Authorized Signatory)


                                       70
<PAGE>   76

                                       Wire Transfer Instructions

                                       Name of Bank:  [Insert name of bank]
                                       Address:       __________________

                                       ABA#:          ___________
                                       For the account of ______________
                                       Account No.:   _____________
                                       For further credit to [Insert name of
                                       Lender].
                                       Reference:
                                       Attention:     __________________
                                       Telephone:     __________________


                                       71
<PAGE>   77

                                                                       EXHIBIT A

                                    FORM OF
                            ASSIGNMENT AND ACCEPTANCE

            Reference is made to the Bridge Loan Agreement, dated as of March
17, 1999 (as amended, supplemented or otherwise modified from time to time, the
"Bridge Loan Agreement"), by and between NTL Incorporated, a Delaware
corporation (the "Borrower"), and Goldman Sachs Credit Partners L.P. (Goldman
Sachs Credit Partners L.P., herein called the "Lenders"), as Administrative
Agent for the Lenders (in such capacity, the "Administrative Agent"). Unless
otherwise defined herein, terms defined in the Bridge Loan Agreement and used
herein shall have the meanings given to them in the Bridge Loan Agreement.

            The Assignor identified on Schedule I hereto (the "Assignor") and
the Assignee identified on Schedule I hereto (the "Assignee") agree as follows:

            1. The Assignor hereby irrevocably sells and assigns to the Assignee
without recourse to the Assignor, and the Assignee hereby irrevocably purchases
and assumes from the Assignor without recourse to the Assignor, as of the
Effective Date (as defined below), the percentage interest described in Schedule
1 hereto (the "Assigned Interest") in and to the Assignor's rights and
obligations under the Bridge Loan Agreement (the "Assigned Facilities"), in a
principal amount for the Assigned Facilities as set forth on Schedule I hereto.

            2. The Assignor (a) makes no representation or warranty and assumes
no responsibility with respect to any statements, warranties or representations
made in or in connection with the Bridge Loan Agreement or with respect to the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Bridge Loan Agreement, any other Loan Document or any other instrument or
document furnished pursuant thereto, other than that the Assignor has not
created any adverse claim upon the interest being assigned by it hereunder and
that such interest is free and clear of any such adverse claim: (b) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower, any of its Subsidiaries or any other
obligor or the performance or observance by the Borrower, any of its
Subsidiaries or any other obligor of any of their respective obligations under
the Bridge Loan Agreement or any other Loan Document or any other instrument or
document furnished pursuant hereto or thereto; and (c) attaches any Bridge Notes
held by it evidencing the Assigned Facilities and (i) requests that the
Administrative Agent, upon request by the Assignee, exchange the attached Bridge
Notes for a new Bridge Note or Bridge Notes payable to the Assignee and (ii) if
the Assignor has retained any interest in the Assigned Facility, requests that
the Administrative Agent exchange the attached Bridge Notes for a new Bridge
Note or Bridge Notes payable to the Assignor, in each case in amounts which
reflect the assignment being made hereby (and after giving effect to any other
assignments which are effective on the Effective Date).

            3. The Assignee (a) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance; (b) confirms that it
has received a copy of the Bridge Loan Agreement, and all schedules and exhibits
thereto together with copies of the financial information delivered pursuant to
subsection 4.4 thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Acceptance; (c) agrees that it will, independently and without
reliance upon the Assignor, the Administrative Agent or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Bridge Loan Agreement, the other Loan Documents or any other
instrument or document furnished pursuant hereto or thereto; (d) appoints and
authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers and discretion under the Bridge Loan Agreement, the
other Loan Documents or any other instrument or document furnished pursuant
hereto or thereto as are delegated to the Administrative Agent by the terms
thereof, together with such powers as are incidental thereto; (e) agrees 
<PAGE>   78

that it will be bound by the provisions of the Bridge Loan Agreement and will
perform in accordance with its terms all the obligations which by the terms of
the Bridge Loan Agreement are required to be performed by it as a Lender; and
(f) agrees that it shall have no recourse against the Assignor with respect to
any matters relating to the Bridge Loan Agreement, the other Loan Documents or
any other instrument or documents furnished pursuant hereto or thereto.

            4. The Assignor hereby assigns to Assignee all of its rights and
obligations under the Fee Letter with respect to the Assigned Interest.

            5. The effective date of this Assignment and Acceptance shall be the
Effective Date of Assignment described in Schedule I hereto (the "Effective
Date"). Following the execution of this Assignment and Acceptance, it will be
delivered to the Administrative Agent for acceptance by them and recording by
the Administrative Agent pursuant to Section 6.7 of the Bridge Loan Agreement,
effective as of the Effective Date (which shall not, unless otherwise agreed to
by the Administrative Agent, be earlier than five Business Days after the date
of such acceptance and recording by the Administrative Agent).

            6. Upon such acceptance and recording, from and after the Effective
Date, the Administrative Agent shall make all payments in respect of the
Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignor for amounts which have accrued to the Effective Date
and to the Assignee for amounts which have accrued subsequent to the Effective
Date. The Assignor and the Assignee shall make all appropriate adjustments in
payments by the Administrative Agent for periods prior to the Effective Date or
with respect to the making of this assignment directly between themselves.

            7. From and after the Effective Date, (a) the Assignee shall be a
party to the Bridge Loan Agreement and the Fee Letter and, to the extent
provided in this Assignment and Acceptance, have the rights and obligations of a
Lender thereunder and under the other Loan Documents and shall be bound by the
provisions thereof and (b) the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Bridge Loan Agreement and the Fee Letter.

            8. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

            IN WITNESS WHEREOF, the parties hereto have caused this Assignment
and Acceptance to be executed as of the date first above written by their
respective duly authorized officers on Schedule I hereto.


                                       2
<PAGE>   79

[Name of Assignee]                        [Name of Assignor]

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

Accepted:

GOLDMAN SACHS CREDIT PARTNERS L.P.

as Administrative Agent

By: 
    ------------------------------
    (Authorized Signatory)

   [NTL INCORPORATED
   as Borrower

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


                                       3
<PAGE>   80

                                                                       Exhibit A

                                   Schedule 1
                          to Assignment and Acceptance

Name of Assignor: ____________________________

Name of Assignee: ____________________________

Effective Date of Assignment: ________________

<TABLE>
<CAPTION>
Credit Facility        Principal Commitment
Assigned               Amount Assigned       Commitment Percentage Assigned1
--------               ---------------       -------------------------------
<S>                    <C>                            <C>
                       $__________________            ______. _________%
</TABLE>

1. Calculate the Commitment Percentage that is assigned to at least 9 decimal
places and show as a percentage of the aggregate commitments of all Lenders

<PAGE>   81

                                                                       EXHIBIT B

NY_DOCS\328339.4

[THE SECURITY EVIDENCED OR CONSTITUTED HEREBY HAS BEEN ACQUIRED FOR INVESTMENT
AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS
SECURITY MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE
REGISTRATION PROVISIONS OF SAID ACT (OR AN EXEMPTION THEREFROM) HAVE BEEN
COMPLIED WITH.]

No. I-__                                                    New York, New York
$______________                                           ______________, 199_

                               SENIOR BRIDGE NOTE

                                   [SERIES A]
                                   [SERIES B]
                                   [SERIES C]

            FOR VALUE RECEIVED, the undersigned, NTL Incorporated (the
"Borrower"), promises to pay to the order of _______________________________, or
its registered assigns (the "Holder"), the principal amount of
__________________ Dollars ($_______) and to pay interest from the date hereof
on the unpaid principal amount hereof from time to time outstanding, at the
rates per annum and on the dates specified in that certain Bridge Loan
Agreement, dated as of March 17, 1999, between the Borrower, the Lenders named
therein and Goldman Sachs Credit Partners L.P. (as amended, restated and/or
otherwise modified from time to time, the "Bridge Loan Agreement"). Terms used
herein and not otherwise defined have the meanings assigned to them in the
Bridge Loan Agreement.

            The unpaid principal balance of this Bridge Note, together with all
accrued and unpaid interest thereon, shall become due and payable on the
Maturity Date.

            The Borrower promises to pay interest on demand, to the extent
permitted by law, on any overdue principal and interest from their due dates at
the rate per annum as specified in Section 2.3 of the Bridge Loan Agreement.

            All payments of the principal of and premium and interest on this
Bridge Note shall be made in money of the United States of America that at the
time of payment is legal tender for the payment of public and private debts, by
transfer of immediately available funds into a bank account designated by the
Holder in writing to the Borrower; provided, however, that notwithstanding
anything contained in the Bridge Loan Agreement or any of the Bridge Notes to
the contrary, in no event shall the interest rate hereon for any period of
computation exceed a rate per annum equal to the lesser of 16% and the maximum
interest rate permitted by applicable law.

            The Borrower agrees to pay, upon demand, all reasonable
out-of-pocket expenses (including, without limitation, the reasonable fees and
disbursements of legal counsel to the Holder) associated with the waiver,
enforcement or modification of the Bridge Loan Agreement or this Bridge Note.

            The Borrower hereby waives diligence, presentment, demand, protest
and notice of any kind whatsoever. The nonexercise by the Holder of any of its
rights hereunder in any particular instance shall not constitute a waiver
thereof in that or any subsequent instance.

            This Bridge Note is one of the Bridge Notes referred to in the
Bridge Loan Agreement, which Agreement, among other things, contains provisions
for the acceleration of the maturity hereof upon the happening of certain
events, for optional and mandatory prepayment in full of the principal 

<PAGE>   82

hereof prior to maturity and for the amendment or waiver of certain provisions
of the Bridge Loan Agreement, all upon the terms and conditions therein
specified. In the event of any conflict between the provisions of this Bridge
Note and the Bridge Loan Agreement, the provisions of the Bridge Loan Agreement
shall govern.

            Additional Amounts. This provision shall apply only in the event
that the Borrower becomes, or a successor to the Borrower 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
Borrower on this Bridge 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 Borrower under this
Bridge Note, the Borrower 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 Bridge Note after such deduction or withholding
shall be not less than the amounts specified in this Bridge Note to which the
Holder of this Bridge Note is entitled; provided, however, that the Borrower
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 Bridge Note
or the receipt of amounts payable in respect of this Bridge 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 Bridge 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 Bridge 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
Bridge Note or, if different, the beneficial owner of the interest payable on
this Bridge Note, with a timely request of the Borrower 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 Bridge Note or withholding from
the proceeds of a sale or exchange of a Bridge 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 Bridge 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 Bridge 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 Bridge Note; (g)
any combination of items (a), (b), (c), (d), (e) and (f) above; nor shall
Additional Amounts be paid with 


                                       2
<PAGE>   83

respect to any payment of the principal of, or any interest on, this Bridge 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 Bridge Note. All references to principal amount
or interest on the Bridge Notes in the Bridge Loan Agreement or the Bridge Notes
shall include any Additional Amounts payable to the Borrower pursuant to this
provision.

THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTION 1273 OF THE
INTERNAL REVENUE CODE. YOU MAY CONTACT RICHARD J. LUBASCH, GENERAL COUNSEL AND
SENIOR VICE PRESIDENT OF NTL INCORPORATED, 110 EAST 59TH STREET, NEW YORK, NEW
YORK 10022, TELEPHONE NUMBER: 212-906-8440, WHO WILL PROVIDE YOU WITH ANY
REQUIRED INFORMATION REGARDING THE ORIGINAL ISSUE DISCOUNT.

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

            IN WITNESS WHEREOF, the Borrower has caused this Bridge Note to be
signed in its corporate name by its duly authorized officer and to be dated as
of the day and year first above written.

                                    NTL INCORPORATED

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


                                       3
<PAGE>   84

                              [Back of Bridge Note]

           OPTION OF HOLDER TO ELECT PREPAYMENT UPON CHANGE OF CONTROL

            If you want to elect to have this Bridge Note prepaid by the
Borrower pursuant to Section 4.13 of the Bridge Loan Agreement check the box
below.

            |_| Please prepay the entire amount of this Bridge Note

            If you want to elect to have only part of this Bridge Note prepaid
by the Borrower pursuant to Section 4.13 of the Bridge Loan Agreement, state the
amount you elect to have purchased: $_____________.

Date: ________________________

                              Your Signature:

                              __________________________________________________
                              (Sign exactly as your name appears on the face
                              of this Note)

                              Tax Identification No. _______________________

Signature Guarantee:

___________________________

<PAGE>   85

                                                                       EXHIBIT C

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

                          REGISTRATION RIGHTS AGREEMENT

                                     between

                                NTL INCORPORATED

                                       and

                       GOLDMAN SACHS CREDIT PARTNERS L.P.

                           Dated as of March 17, 1999

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

<PAGE>   86

            THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of March 17, 1999, between NTL Incorporated, a Delaware
corporation (the "Borrower"), and Goldman Sachs Credit Partners L.P., as
("Administrative Agent").

                                    RECITALS

            This Agreement is made pursuant to the Bridge Loan Agreement, dated
as of the date hereof (the "Bridge Loan Agreement"), among the Borrower, the
Lenders referred to therein (the "Lenders") and the Administrative Agent. In
order to induce the Lenders to enter into the Bridge Loan Agreement, the
Borrower has agreed to provide the registration rights set forth in this
Agreement. The execution of this Agreement is a condition to the funding of any
Bridge Loan.

                                    AGREEMENT

      The parties agree as follows:

      1. Definitions.

      Capitalized terms used herein without definition have the meanings
assigned to them in the Bridge Loan Agreement. As used in this Agreement, the
following capitalized terms shall have the following meanings:

      Business Day: Each Monday, Tuesday, Wednesday, Thursday and Friday that is
not a day on which banking institutions in New York are generally authorized or
obligated by law or executive order to close.

      Effectiveness Date: See Section 3(a) hereof.

      Exchange Act: The Securities Exchange Act of 1934, as amended.

      Exchange Notes: As defined in the Bridge Loan Agreement.

      Exchange Note Indenture: The Exchange Note Indenture, dated as of March
17, 1999, between the Borrower and The Chase Manhattan Bank, as trustee,
pursuant to which the Exchange Notes are issued, as the same may be amended from
time to time in accordance with the terms thereof.

      Exchange Note Indenture Trustee: See Section 5(r) hereof.

      Filing Date: See Section 3(a) hereof.

      Indemnified Holder: See Section 7(a) hereof.

      Interest Payment Date: As defined in the Bridge Loan Agreement.

      Interest Period: As defined in the Bridge Loan Agreement.

      Liquidated Damages: See Section 3(c) hereof.


                      Registration Rights Agreement Page 1
<PAGE>   87

      Loan: As defined in the Bridge Loan Agreement.

      NASD: National Association of Securities Dealers, Inc.

      Person: An individual, partnership, limited liability company,
corporation, trust, unincorporated organization, or a government or agency or
political subdivision thereof.

      Prospectus: The prospectus included in the Registration Statement, as
amended or supplemented by any prospectus supplement with respect to the terms
of the offering of any portion of the Registrable Securities covered by such
Registration Statement and by all other amendments and supplements to the
prospectus, including post-effective amendments and all material incorporated by
reference in such prospectus.

      Recommencement Date: See Section 5 hereof.

      Registrable Securities: All Exchange Notes; provided that an Exchange Note
ceases to be a Registrable Security when it is no longer a Transfer Restricted
Security.

      Registration Default: See Section 3(c) hereof.

      Registration Expenses: See Section 6 hereof.

      Registration Statement: Any registration statement of the Borrower which
covers any of the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus, amendments and supplements to such
Registration Statement, including post-effective amendments, all exhibits and
all material incorporated by reference in such Registration Statement.

      SEC: The Securities and Exchange Commission.

      Securities Act: The Securities Act of 1933, as amended.

      Shelf Registration: See Section 3(a) hereof.

      Suspension Notice: See Section 5 hereof.

      TIA: The Trust Indenture Act of 1939, as amended (15 U.S.C. Section
77aaa-77bbbb) as in effect on the date of the Exchange Note Indenture.

      Transfer Restricted Securities: The Registrable Securities upon original
issuance thereof, and with respect to any particular such Registrable Security,
until such securities are sold to the public in unrestricted sales.

      "underwritten registration" or "underwritten offering": A registration in
which securities of the Borrower are sold to an underwriter for reoffering to
the public.


                      Registration Rights Agreement Page 2
<PAGE>   88

      2. Holders of Registrable Securities.

      A Person is deemed to be a holder of Registrable Securities whenever such
Person owns Registrable Securities of record or has provided evidence reasonably
satisfactory to the Borrower that such Person has the right to acquire such
Registrable Securities, whether or not such acquisition has actually been
effected and disregarding any legal restrictions upon the exercise of such
right; provided however that there can only be one holder of any Registrable
Security at any given time.

      3. Shelf Registration.

            (a) Filing of Shelf Registration. The Borrower shall file a "shelf"
      registration statement on any appropriate form pursuant to Rule 415 (or
      similar rule that may be adopted by the SEC) under the Securities Act (a
      "Shelf Registration") as promptly as practicable and in no event later
      than the date that is 300 days after the initial funding of the Bridge
      Loans (the "Filing Date") to permit resales of all of the Registrable
      Securities. The Borrower agrees to use its best efforts to cause such
      Shelf Registration to become effective as promptly as possible after the
      filing thereof, but in no event later than 90 days after the Filing Date
      (the "Effectiveness Date"). The Borrower shall use its best efforts to
      keep any Shelf Registration required by this Section 3(a) continuously
      effective, supplemented and amended as required by and subject to the
      provisions of Section 5 hereof to the extent necessary to ensure that it
      is available for sales of Registrable Securities by the holders thereof
      entitled to the benefit of this Section 3(a) and to ensure that it
      conforms with the requirements of this Agreement, the Securities Act and
      the policies, rules and regulations of the SEC as announced from time to
      time until all Registrable Securities covered by the Shelf Registration
      have been sold pursuant thereto.

            (b) Provision by Holders of Certain Information in Connection with
      the Shelf Registration. No holder of Registrable Securities may include
      any of its Registrable Securities in any Shelf Registration pursuant to
      this Agreement unless and until such holder furnishes to the Borrower in
      writing, within 20 days after receipt of a request therefor, the
      information specified in Item 507 or 508 of Regulation S-K, as applicable,
      of the Securities Act for use in connection with any Shelf Registration or
      Prospectus or preliminary Prospectus included therein. No holder of
      Registrable Securities shall be entitled to Liquidated Damages pursuant to
      Section 3(c) hereof unless and until such holder shall have provided all
      such information. Each selling holder of Registrable Securities agrees to
      promptly furnish additional information required to be disclosed in order
      to make the information previously furnished to the Borrower by such
      holder not materially misleading.

            (c) Liquidated Damages. If (i) the Registration Statement required
      by this Agreement is not filed with the SEC on or prior to the Filing
      Date, (ii) the Registration Statement has not been declared effective by
      the SEC on or prior to the Effectiveness Date or (iii) the Registration
      Statement required by this Agreement is filed and declared effective but
      shall thereafter cease to be effective or fail to be usable for its
      intended purpose without being succeeded immediately by a post-effective
      amendment to the Registration Statement that cures such failure and that
      is itself declared effective 


                      Registration Rights Agreement Page 3
<PAGE>   89

      immediately (each such event referred to in clauses (i) through (iii), a
      "Registration Default"), then the Borrower agrees to pay to each holder of
      Registrable Securities and Loans liquidated damages ("Liquidated Damages")
      in an amount equal to 25 basis points per annum times the principal amount
      of Registrable Securities or Loans, as the case may be, for each week or
      portion thereof that the Registration Default continues for the first
      90-day period immediately following the occurrence of such Registration
      Default (such 90-day period to begin on the date on which the first such
      Registration Default occurs). The amount of such Liquidated Damages shall
      increase by an additional 25 basis points per annum on the principal
      amount of Registrable Securities or Loans, as the case may be, with
      respect to each subsequent 90-day period until all Registration Defaults
      have been cured, up to a maximum amount of Liquidated Damages of 100 basis
      points per annum on the principal amount of Registrable Securities or
      Loans, as the case may be; provided that the Borrower shall in no event be
      required to pay Liquidated Damages for more than one Registration Default
      on any Registrable Securities or Loans, as the case may be, at any given
      time. All Liquidated Damages shall be calculated based on the actual
      number of days elapsed in a 360 day year and all accrued Liquidated
      Damages shall be paid on the applicable Interest Payment Date in
      accordance with the Exchange Note Indenture or the Bridge Loan Agreement,
      as the case may be, to each holder of Registrable Securities or Loans, as
      the case may be, in cash. Notwithstanding anything to the contrary set
      forth herein, (1) upon filing the Registration Statement, in the case of
      (i) above, (2) upon the effectiveness of the Registration Statement, in
      the case of (ii) above or (3) upon the filing of a post-effective
      amendment to the Registration Statement or an additional Registration
      Statement that causes the Registration Statement to again be declared
      effective or made usable in the case of (iii) above, the Liquidated
      Damages payable with respect to the Registrable Securities or Loans, as
      the case may be, as a result of such clause (i), (ii) or (iii), as
      applicable, shall cease.

            All obligations of the Borrower set forth in the preceding paragraph
      that are outstanding with respect to any Registrable Security or Loan at
      the time such security ceases to be a Registrable Security or Loan shall
      survive until such time as all such obligations with respect to such
      Registrable Securities or Loans have been satisfied in full. Any holder of
      Registrable Securities or any Lender may notify the Exchange Note
      Indenture Trustee (and any paying agent under the Exchange Note Indenture)
      and/or the Administrative Agent under the Bridge Loan Agreement
      immediately after the occurrence of each and every event which pursuant to
      this Section 3(c) results in the accrual of Liquidated Damages with
      respect to such Registrable Securities or Loans, as the case may be.

      4. [Intentionally Omitted]


                      Registration Rights Agreement Page 4
<PAGE>   90

      5. Registration Procedures.

      In connection with the Borrower's registration obligations set forth in
Section 3 hereof, the Borrower shall use its best efforts to effect such
registration to permit the sale of such Registrable Securities being sold in
accordance with the intended method or methods of distribution thereof (as
indicated in the information furnished to the Borrower pursuant to Section 3(b)
hereof), and pursuant thereto the Borrower shall, as expeditiously as possible
prepare and file with the SEC a Registration Statement or Registration
Statements relating to the Shelf Registration on any appropriate form under the
Securities Act, which form shall be available for the sale of the Registrable
Securities in accordance with the intended method or methods of distribution
thereof within the time periods and otherwise in accordance with the provisions
hereof and shall cooperate and assist in any filings required to be made with
the NASD and in the performance of any due diligence investigation by any
underwriter (including any "qualified independent underwriter") that is required
to be retained in accordance with the rules and regulations of the NASD. In
connection with any Registration Statement and any related Prospectus required
by this Agreement, the Borrower shall:

            (a) use all commercially reasonable efforts to keep such
      Registration Statement continuously effective and provide all requisite
      financial statements for the period specified in Section 3 of this
      Agreement, as applicable. Upon the occurrence of any event that would
      cause any such Registration Statement or the Prospectus contained therein
      (1) to contain a material misstatement or omission or (2) not to be
      effective and usable for resale of Registrable Securities during the
      period required by this Agreement, the Borrower shall promptly file an
      appropriate amendment to such Registration Statement curing such defect,
      and, if SEC review is required, use all commercially reasonable efforts to
      cause such amendment to be declared effective as soon as practicable;

            (b) prepare and file with the SEC such amendments and post-effective
      amendments to the applicable Registration Statement as may be necessary to
      keep such Registration Statement effective for the applicable period set
      forth in Section 3 hereof; cause the Prospectus to be supplemented by any
      required Prospectus supplement, and as so supplemented to be filed
      pursuant to Rule 424 under the Securities Act, and to comply fully with
      Rules 424, 430A and 462, as applicable under the Securities Act in a
      timely manner; and comply with the provisions of the Securities Act with
      respect to the disposition of all securities covered by such Registration
      Statement during the applicable period in accordance with the intended
      method or methods of distribution by the sellers thereof set forth in such
      Registration Statement or supplement to the Prospectus; the Borrower shall
      not be deemed to have used its best efforts to keep such Registration
      Statement effective during the applicable period if it voluntarily takes
      any action that would result in selling holders of the Registrable
      Securities covered thereby being unable to sell such Registrable
      Securities during that period unless such action is required under
      applicable law, provided that the foregoing shall not apply to actions
      taken by the Borrower in good faith and for valid business reasons,
      including without limitation the acquisition or divestiture of assets, so
      long as the Borrower promptly thereafter complies with the requirements of
      Section 5(k) hereof, if applicable;


                      Registration Rights Agreement Page 5
<PAGE>   91

            (c) advise the selling holders of Registrable Securities and the
      managing underwriters, if any, promptly, and, if requested by any such
      Person, confirm such advice in writing, (1) when the Prospectus or any
      Prospectus supplement or post-effective amendment has been filed, and,
      with respect to any applicable Registration Statement or any
      post-effective amendment, when the same has become effective, (2) of any
      request by the SEC for amendments to the Registration Statement or for
      amendments or supplements to the Prospectus or for additional information
      relating thereto, (3) of the issuance by the SEC of any stop order
      suspending the effectiveness of the Registration Statement under the
      Securities Act or of the suspension by any state securities commission of
      the qualification of the Registrable Securities for offering or sale in
      any jurisdiction or the initiation of any proceedings for that purpose and
      (4) of the existence of any fact or the happening of any event that makes
      any statement of a material fact made in the Registration Statement, the
      Prospectus, any amendment or supplement thereto or any document
      incorporated by reference therein untrue or that requires the making of
      any addition to or changes in the Registration Statement in order to make
      the statements therein, in the light of the circumstances under which they
      were made, not misleading or that requires the making of any additions to
      or changes in the Prospectus in order to make the statements therein, in
      the light of the circumstances under which they were made, not misleading.
      If at any time the SEC shall issue any stop order suspending the
      effectiveness of the Registration Statement, or any state securities
      commission or other regulatory authority shall issue an order suspending
      the qualification or exemption from qualification of the Registrable
      Securities under state securities or Blue Sky laws, the Borrower shall use
      all commercially reasonable efforts to obtain the withdrawal or lifting of
      such order at the earliest possible time;

            (d) furnish to each selling holder of Registrable Securities covered
      by any Registration Statement or Prospectus in connection with such sale,
      and each underwriter, if any, before filing with the SEC, copies of any
      Registration Statement or any Prospectus included therein or any
      amendments or supplements to any such Registration Statement or Prospectus
      (including all documents incorporated by reference after the initial
      filing of such Registration Statement), which documents will be subject to
      the review and comment of such Persons in connection with such sale, if
      any, for a period of at least five Business Days, and the Borrower will
      not file any such Registration Statement or Prospectus or any amendment or
      supplement to any such Registration Statement or Prospectus (including all
      such documents incorporated by reference) to which the selling holders of
      the Registrable Securities covered by such Registration Statement in
      connection with such sale, or the underwriters, if any, shall reasonably
      object within five Business Days after the receipt thereof. A selling
      holder of Registrable Securities or underwriter, if any, shall be deemed
      to have reasonably objected to such filing if such Registration Statement,
      amendment, Prospectus or supplement, as applicable, as proposed to be
      filed, contains a material misstatement or omission or fails to comply
      with the applicable requirements of the Securities Act;

            (e) if requested by the managing underwriter or underwriters in
      connection with an underwritten offering or any selling holders of
      Registrable Securities in connection with such sale, promptly include in
      any Registration Statement or Prospectus pursuant to a supplement or
      post-effective amendment, if necessary, such information as 


                      Registration Rights Agreement Page 6
<PAGE>   92

      the managing underwriters or such selling holders may reasonably request
      to have included therein, including, without limitation, information
      relating to the "Plan of Distribution," with respect to the principal
      amount of Registrable Securities being sold to such underwriters, the
      purchase price being paid therefor by such underwriters and any other
      terms of the underwritten (or best efforts underwritten) offering of the
      Registrable Securities to be sold in such offering; and make all required
      filings of such Prospectus supplement or post-effective amendment as soon
      as practicable after the Borrower is notified of the matters to be
      included in such Prospectus supplement or post-effective amendment;

            (f) furnish to each selling holder of Registrable Securities and
      each managing underwriter, if any, without charge, at least one signed
      copy of the Registration Statement, as first filed with the SEC, and of
      each amendment thereto, all documents incorporated by reference therein
      and all exhibits (including exhibits incorporated by reference therein);

            (g) deliver to each selling holder of Registrable Securities and the
      underwriters, if any, without charge, as many copies of the Prospectus
      (including each preliminary prospectus) and any amendment or supplement
      thereto as such Persons may reasonably request; the Borrower hereby
      consents to the use (in accordance with law) of the Prospectus or any
      amendment or supplement thereto by each of the selling holders of
      Registrable Securities and the underwriters, if any, in connection with
      the offering and the sale of the Registrable Securities covered by the
      Prospectus or any amendment or supplement thereto;

            (h) prior to any public offering of Registrable Securities,
      cooperate with the selling holders of Registrable Securities, the
      underwriters, if any, and their respective counsel in connection with the
      registration and qualification of such Registrable Securities under the
      securities or Blue Sky laws of such jurisdictions as any such seller or
      underwriter, if any, may request and do any and all other acts or things
      necessary or advisable to enable the disposition in such jurisdictions of
      such Registrable Securities covered by the applicable Registration
      Statement; provided, however, that the Borrower will not be required to
      register or qualify as a foreign corporation where the Borrower is not
      then so qualified or to take any action that would subject the Borrower to
      the service of process in suits or to taxation, other than as to matters
      and transactions relating to the Registration Statement in any
      jurisdiction where the Borrower is not then so subject;

            (i) in connection with any sale of Registrable Securities that will
      result in such securities no longer being Transfer Restricted Securities,
      cooperate with the selling holders of Registrable Securities and the
      managing underwriters, if any, to facilitate the timely preparation and
      delivery of certificates representing such Registrable Securities to be
      sold and not bearing any restrictive legends; and to register such
      Registrable Securities in such denominations and such names as such
      managing underwriters or selling holders may request at least two Business
      Days prior to such sale of Registrable Securities;

            (j) use all commercially reasonable efforts to cause the disposition
      of the Registrable Securities covered by the applicable Registration
      Statement to be registered 


                      Registration Rights Agreement Page 7
<PAGE>   93

      with or approved by such other governmental agencies or authorities as may
      be necessary to enable the seller or sellers thereof or the underwriters,
      if any, to consummate the disposition of such Registrable Securities,
      subject to the proviso in clause (h) above;

            (k) subject to Section 5(a) hereof, if any fact or event
      contemplated by Section 5(c)(4) hereof shall exist or have occurred,
      prepare a supplement or post-effective amendment to the Registration
      Statement or related Prospectus or any document incorporated therein by
      reference or file any other required document so that, as thereafter
      delivered to the purchasers of the Registrable Securities, the Prospectus
      will not contain an untrue statement of a material fact or omit to state
      any material fact necessary to make the statements therein in the light of
      the circumstances under which they were made, not misleading;

            (l) if requested by the holders of a majority in aggregate principal
      amount of the Registrable Securities or the managing underwriters, if any,
      cause all Registrable Securities covered by a Registration Statement to be
      listed on each securities exchange on which similar securities issued by
      the Borrower are then listed;

            (m) cause the Registrable Securities covered by a Registration
      Statement to be rated with such rating agencies as the holders of a
      majority in aggregate principal amount of the Registrable Securities or
      the managing underwriters, if any, may designate;

            (n) provide a CUSIP number for all Registrable Securities not later
      than the effective date of a Registration Statement covering such
      Registrable Securities, and provide the Exchange Note Indenture Trustee
      with printed certificates for the Registrable Securities which are in a
      form eligible for deposit with The Depository Trust Company;

            (o) enter into such agreements (including an underwriting agreement
      in customary form) and take all such other actions in connection therewith
      in order to expedite or facilitate the disposition of such Registrable
      Securities pursuant to the Registration Statement contemplated by this
      Agreement and in such connection, whether or not an underwriting agreement
      is entered into and whether or not the registration is an underwritten
      registration (1) make such representations and warranties in a certificate
      signed on behalf of the Borrower by (x) the President and (y) the
      principal financial officer of the Borrower, to the holders of such
      Registrable Securities and the underwriters, if any, in form, substance
      and scope as are customarily made by issuers to underwriters in primary
      underwritten offerings; (2) obtain opinions of counsel to the Borrower and
      updates thereof (which counsel and opinions (in form, scope and substance)
      shall be reasonably satisfactory to the managing underwriters, if any, and
      the holders of a majority in principal amount of the Registrable
      Securities) addressed to each selling holder and the underwriters, if any,
      covering the matters customarily covered in opinions requested in
      underwritten offerings and such other matters as may be reasonably
      requested by such selling holders and underwriters and in any event
      including a statement to the effect that such counsel has participated in
      conferences with officers and other representatives of the Borrower,
      representatives of the independent public accountants for the Borrower and
      have considered the matters required to be stated therein and the
      statements contained therein, although such counsel has not independently
      verified the 


                      Registration Rights Agreement Page 8
<PAGE>   94

      accuracy, completeness or fairness of such statements; and that such
      counsel advises that, on the basis of the foregoing no facts came to such
      counsel's attention that caused such counsel to believe that the
      applicable Registration Statement, at the time such Registration Statement
      or any post-effective amendment thereto became effective, contained an
      untrue statement of a material fact or omitted to state a material fact
      required to be stated therein or necessary to make the statements therein
      not misleading, or that the Prospectus contained in such Registration
      Statement as of its date contained an untrue statement of a material fact
      or omitted to state a material fact necessary in order to make the
      statements therein, in the light of the circumstances under which they
      were made, not misleading; without limiting the foregoing, such counsel
      may state further that such counsel assumes no responsibility for, and has
      not independently verified, the accuracy, completeness or fairness of the
      financial statements, notes and schedules and financial data set forth or
      referred to in any Registration Statement contemplated by this Agreement
      or the related Prospectus; (3) obtain "comfort" letters and updates
      thereof from the Borrower's independent certified public accountants
      addressed to such selling holders and underwriters, if any, such letters
      to be in customary form and covering matters of the type customarily
      covered in "comfort" letters to underwriters in connection with primary
      underwritten offerings; (4) if an underwriting agreement is entered into,
      the same shall set forth in full the indemnification provisions and
      procedures of Section 7 hereof with respect to all parties to be
      indemnified pursuant to Section 7; and (5) deliver such documents and
      certificates as may be requested by the holders of a majority of the
      Registrable Securities being sold and the managing underwriters, if any,
      to evidence compliance with Section 5(k) hereof and with any customary
      conditions contained in the underwriting agreement or other agreement
      entered into by the Borrower. The above shall be done at each closing
      under such underwriting or similar agreement or as and to the extent
      required thereunder. If at any time the representations and warranties of
      the Borrower set forth in the certificate contemplated in clause (o)(1)
      above cease to be true and correct, the Borrower shall so advise the
      underwriters, if any, and each selling holder promptly and, if requested
      by such Persons, shall confirm such advice in writing;

            (p) make available at reasonable times for inspection by the selling
      holders of Registrable Securities and any underwriter participating in any
      disposition of such Registrable Securities pursuant to a Shelf
      Registration, and any attorney or accountant retained by such selling
      holders or underwriters, if any, all financial and other records and
      pertinent corporate documents of the Borrower, and cause the Borrower's
      officers, directors and employees to supply all information reasonably
      requested by any such selling holders, underwriter, attorney or accountant
      in connection with such Registration Statement or any post-effective
      amendment thereto subsequent to the filing thereof and prior to its
      effectiveness;

            (q) otherwise use all commercially reasonable efforts to comply with
      all applicable rules and regulations of the SEC, and make generally
      available to their security holders, with regard to any applicable
      Registration Statement, as soon as practicable, a consolidated earnings
      statement meeting the requirements of Rule 158 (which need not be audited)
      covering a twelve-month period beginning after the effective date of the
      Registration Statement (as such term is defined in paragraph (c) of Rule
      158 under the Securities Act);


                      Registration Rights Agreement Page 9
<PAGE>   95

            (r) cause the Exchange Note Indenture to be qualified under the TIA,
      and provide an indenture trustee for the Registrable Securities (the
      "Exchange Note Indenture Trustee") not later than the effective date of
      the first Registration Statement required by this Agreement and, and in
      connection therewith, cooperate with the Exchange Note Indenture Trustee
      and the holders of the Exchange Notes to effect such changes to the
      Exchange Note Indenture as may be required for the Exchange Note Indenture
      to be so qualified in accordance with the terms of the TIA and execute,
      and use their respective best efforts to cause the Exchange Note Indenture
      Trustee to execute, all documents as may be required to effect such
      changes and all other forms and documents required to be filed with the
      SEC to enable the Exchange Note Indenture to be so qualified in a timely
      manner;

            (s) promptly prior to the filing of any document which is to be
      incorporated by reference into the Registration Statement or Prospectus,
      provide copies of such document to the selling holders of Registrable
      Securities covered by such Registration Statement and to the managing
      underwriters, if any, make the Borrower's representatives available for
      discussion of such document and other customary due diligence matters, and
      include such information in such document prior to the filing thereof as
      such selling holders or underwriters, if any, may reasonably request;

            (t) make appropriate officers of the Borrower reasonably available
      to such holders and the underwriters, if any, for meetings with
      prospective purchasers of the Registrable Securities and prepare and
      present to potential investors "road show" material in a manner consistent
      with other new issuances of high yield debt securities; and

            (u) provide promptly to each holder, upon request, each document
      filed with the SEC pursuant to the requirements of Section 13 or Section
      15(d) of the Exchange Act.

      Each holder of Registrable Securities agrees by acceptance of such
Registrable Securities that, upon receipt of any notice referred to in Section
5(a) hereof or any notice from the Borrower of the existence of any fact or
event of the kind described in Section 5(c)(4) hereof (in each case, a
"Suspension Notice"), such holder will forthwith discontinue disposition of
Registrable Securities pursuant to the applicable Registration Statement until
(i) such holder has received copies of the supplemented or amended Prospectus
contemplated by Section 5(k) hereof, or (ii) such holder is advised in writing
by the Borrower that the use of such Prospectus may be resumed, and has received
copies of any additional or supplemental filings that are incorporated by
reference in such Prospectus, (in each case, the "Recommencement Date"). Each
holder receiving a Suspension Notice hereby agrees that it will either (i)
destroy any Prospectuses, other than permanent file copies, then in such
holder's possession that have been replaced by the Borrower with more recently
dated Prospectuses or (ii) deliver to the Borrower (at the Borrower's expense)
all copies, other than permanent file copies, then in such holder's possession
of the Prospectus covering such Registrable Securities that was current at the
time of receipt of the Suspension Notice.

      6. Registration Expenses.


                      Registration Rights Agreement Page 10
<PAGE>   96

            (a) All expenses incident to the Borrower's performance of or
      compliance with this Agreement will be borne by the Borrower, regardless
      of whether a Registration Statement becomes effective, including without
      limitation, (i) all registration and filing fees and expenses, fees and
      expenses associated with filings required to be made with the NASD
      (including, if applicable, the fees and expenses of any "qualified
      independent underwriter" and their counsel as may be required by the rules
      and regulations of the NASD); (ii) all fees and expenses of compliance
      with federal securities and state Blue Sky laws or securities laws
      (including fees and disbursements of counsel for the underwriters or
      selling holders in connection with Blue Sky qualifications of the
      Registrable Securities and determination of their eligibility for
      investment under the laws of such jurisdictions as the managing
      underwriters or holders of a majority in aggregate principal amount of the
      Registrable Securities being sold may designate); (iii) all expenses of
      printing (including printing certificates for the Registrable Securities
      in a form eligible for deposit with The Depository Trust Company and of
      printing Prospectuses), messenger and delivery services and telephone;
      (iv) all fees and disbursements of counsel for the Borrower and for the
      sellers of the Registrable Securities (subject to the provisions of
      Section 6(b) hereof); (v) all fees and disbursements of independent
      certified public accountants of the Borrower (including the expenses of
      any special audit and "comfort" letters required by or incident to such
      performance), and of underwriters (excluding discounts, commissions or
      fees of underwriters, selling brokers, dealer managers or similar
      securities industry professionals relating to the distribution of the
      Registrable Securities or legal expenses of any Person other than the
      Borrower and the selling holders); (vi) the cost of securities acts
      liability insurance if the Borrower so desires; (vii) all "road show"
      travel and other expenses incurred in connection with the marketing and
      sale of the Registrable Securities; (viii) all fees and expenses in
      connection with the rating of the Registrable Securities by rating
      agencies, if any; (ix) all application and filing fees in connection with
      listing the Registrable Securities on a national securities exchange or
      automated quotation system pursuant to the requirements hereof; and (x)
      all fees and expenses of other Persons retained by the Borrower (all such
      expenses being herein called "Registration Expenses").

            The Borrower will, in any event, bear its own internal expenses
      (including, without limitation, all salaries and expenses of their
      respective officers and employees performing legal or accounting duties),
      the expense of any annual audit and fees and expenses of any Person,
      including special experts, retained by the Borrower.

            (b) In connection with any Registration Statement required by this
      Agreement (including, without limitation, the Shelf Registration), the
      Borrower will reimburse the selling holders of Registrable Securities
      being registered in such registration for the reasonable fees and
      disbursements of not more than one counsel who shall be Latham & Watkins
      unless another firm shall be chosen by the selling holders of a majority
      in principal amount of Registrable Securities for whose benefit such
      Registration Statement is being prepared. 

      7. Indemnification.


                      Registration Rights Agreement Page 11
<PAGE>   97

            (a) The Borrower agrees to indemnify and hold harmless each holder
      of Registrable Securities to be included in such registration and each
      person who participates as a placement or sales agent or as an underwriter
      in any offering or sale of such Registrable Securities, (any such person
      may hereinafter be referred to as an "Indemnified Holder"), against any
      losses, claims, damages or liabilities to which such Indemnified Holder
      may become subject, under the Securities Act or otherwise, insofar as such
      losses, claims, damages or liabilities (or actions in respect thereof)
      arise out of or are based upon an untrue statement or alleged untrue
      statement of a material fact contained in any Registration Statement,
      preliminary prospectus or Prospectus (or any amendment or supplement
      thereto), or arise out of or are based upon the omission or alleged
      omission to state therein a material fact necessary to make the statements
      therein not misleading, and will reimburse each Indemnified Holder for any
      legal or other expenses reasonably incurred by such Indemnified Holder in
      connection with investigating or defending any such action or claim as
      such expenses are incurred; provided, however, that the Borrower shall not
      be liable in any such case to the extent that any such loss, claim, damage
      or liability arises out of or is based upon an untrue statement or alleged
      untrue statement or omission or alleged omission made in any Registration
      Statement, preliminary prospectus or Prospectus (or any amendment or
      supplement thereto), in reliance upon and in conformity with written
      information furnished to the Borrower by any Indemnified Holder expressly
      for use therein.

            (b) Each Indemnified Holder will indemnify and hold harmless the
      Borrower against any losses, claims, damages or liabilities to which the
      Borrower may become subject, under the Securities Act or otherwise,
      insofar as such losses, claims, damages or liabilities (or actions in
      respect thereof) arise out of or are based upon an untrue statement or
      alleged untrue statement of a material fact contained in any Registration
      Statement, preliminary prospectus or Prospectus (or any amendment or
      supplement thereto), or arise out of or are based upon the omission or
      alleged omission to state therein a material fact or necessary to make the
      statements therein not misleading, in each case to the extent, but only to
      the extent, that such untrue statement or alleged untrue statement or
      omission or alleged omission was made in any Registration Statement,
      preliminary prospectus or Prospectus (or any amendment or supplement
      thereto), in reliance upon and in conformity with written information
      furnished to the Borrower by such Indemnified Holder expressly for use
      therein; and will reimburse the Borrower for any legal or other expenses
      reasonably incurred by the Borrower in connection with investigating or
      defending any such action or claim as such expenses are incurred.

            (c) Promptly after receipt by an indemnified party under subsection
      (a) or (b) above of notice of the commencement of any action, such
      indemnified party shall, if a claim in respect thereof is to be made
      against the indemnifying party under such subsection, notify the
      indemnifying party in writing of the commencement thereof; but the
      omission so to notify the indemnifying party shall not relieve it from any
      liability which it may have to any indemnified party otherwise than under
      such subsection. In case any such action shall be brought against any
      indemnified party and it shall notify the indemnifying party of the
      commencement thereof, the indemnifying party shall be entitled to
      participate therein and, to the extent that it shall wish, jointly with
      any other indemnifying party similarly notified, to assume the defense
      thereof, with counsel 


                      Registration Rights Agreement Page 12
<PAGE>   98

      satisfactory to such indemnified party (who shall not, except with the
      consent of the indemnified party, be counsel to the indemnifying party),
      and, after notice from the indemnifying party to such indemnified party of
      its election so to assume the defense thereof, the indemnifying party
      shall not be liable to such indemnified party under such subsection for
      any legal expenses of other counsel or any other expenses, in each case
      subsequently incurred by such indemnified party, in connection with the
      defense thereof other than reasonable costs of investigation. No
      indemnifying party shall, without the written consent of the indemnified
      party, effect the settlement or compromise of, or consent to the entry of
      any judgment with respect to, any pending or threatened action or claim in
      respect of which indemnification or contribution may be sought hereunder
      (whether or not the indemnified party is an actual or potential party to
      such action or claim) unless such settlement, compromise or judgment (i)
      includes an unconditional release of the indemnified party from all
      liability arising out of such action or claim and (ii) does not include a
      statement as to, or an admission of, fault, culpability or a failure to
      act, by or on behalf of any indemnified party.

            (d) If the indemnification provided for in this Section 7 is
      unavailable to or insufficient to hold harmless an indemnified party under
      subsection (a) or (b) above in respect of any losses, claims, damages or
      liabilities (or actions in respect thereof) referred to therein, then each
      indemnifying party shall contribute to the amount paid or payable by such
      indemnified party as a result of such losses, claims, damages or
      liabilities (or actions in respect thereof) in such proportion as is
      appropriate to reflect the relative benefits received by the Borrower on
      the one hand and the Indemnified Holders on the other from the sale of the
      Registrable Securities. If, however, the allocation provided by the
      immediately preceding sentence is not permitted by applicable law or if
      the indemnified party failed to give the notice required under subsection
      (c) above, then each indemnifying party shall contribute to such amount
      paid or payable by such indemnified party in such proportion as is
      appropriate to reflect not only such relative benefits but also the
      relative fault of the Borrower on the one hand and the Indemnified Holders
      on the other in connection with the statements or omissions which resulted
      in such losses, claims, damages or liabilities (or actions in respect
      thereof), as well as any other relevant equitable considerations. The
      relative fault shall be determined by reference to, among other things,
      whether the untrue or alleged untrue statement of a material fact or the
      omission or alleged omission to state a material fact relates to
      information supplied by the Borrower on the one hand or the Indemnified
      Holders on the other and the parties' relative intent, knowledge, access
      to information and opportunity to correct or prevent such statement or
      omission. The Borrower and the Indemnified Holders agree that it would not
      be just and equitable if contribution pursuant to this subsection (d) were
      determined by pro rata allocation (even if the Indemnified Holders were
      treated as one entity for such purpose) or by any other method of
      allocation which does not take account of the equitable considerations
      referred to above in this subsection (d). The amount paid or payable by an
      indemnified party as a result of the losses, claims, damages or
      liabilities (or actions in respect thereof) referred to above in this
      subsection (d) shall be deemed to include any legal or other expenses
      reasonably incurred by such indemnified party in connection with
      investigating or defending any such action or claim. Notwithstanding the
      provisions of this subsection (d), no Indemnified Holder shall be required
      to contribute any amount in excess of the amount by which the total amount
      received by 


                      Registration Rights Agreement Page 13
<PAGE>   99

      such Indemnified Holder with respect to its sale of Registrable Securities
      pursuant to a Registration Statement exceeds the sum of the (i) amount
      paid by such Indemnified Holder for such Registrable Security and (ii)
      amount of any damages which such Indemnified Holder has otherwise been
      required to pay by reason of such untrue or alleged untrue statement or
      omission or alleged omission. The holders' and any underwriter's
      obligations in this subsection (d) to contribute are several in proportion
      to the respective principal amount of Registrable Securities registered or
      underwritten, as the case may be, by them and not joint.

            (e) The obligations of the Borrower under this Section 7 shall be in
      addition to any liability which the Borrower may otherwise have and shall
      extend, upon the same terms and conditions, to each person, if any, who
      controls any Indemnified Holder within the meaning of the Securities Act;
      and the obligations of the Indemnified Holders under this Section 7 shall
      be in addition to any liability which the respective Indemnified Holders
      may otherwise have and shall extend, upon the same terms and conditions,
      to each officer and director of the Borrower and to each person, if any,
      who controls the Borrower within the meaning of the Securities Act.

      8. Rule 144.

      The Borrower covenants for so long as any Registrable Securities remain
outstanding that it will file the reports required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations adopted by the
SEC thereunder (or, if any of them is not required to file such reports, the
applicable party will, upon the request of any holder of Registrable Securities
make publicly available other information so long as necessary to permit sales
pursuant to Rule 144 under the Securities Act), and it will take such further
action as any holder of Registrable Securities may reasonably request, all to
the extent required from time to time to enable such holder to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (a) Rule 144 under the Securities Act, as such
Rule may be amended from time to time, or (b) any similar rule or regulation
hereafter adopted by the SEC. Upon the request of any holder of Registrable
Securities, the Borrower will deliver to such holder a written statement as to
whether they have complied with such information and filing requirements.

      9. Miscellaneous.

            (a) Remedies. Each holder of Registrable Securities and Loans, in
      addition to being entitled to exercise all rights provided herein, in the
      Exchange Note Indenture or granted by law, including recovery of damages,
      in connection with the breach by the Borrower of its obligations to
      register the Registrable Securities will be entitled to specific
      performance of its rights under this Agreement. The Borrower acknowledges
      and agrees that monetary damages (including the Liquidated Damages
      contemplated hereby) would not be adequate compensation for any loss
      incurred by reason of a breach by any of them of the provisions of this
      Agreement and each agrees to waive the defense in any action for specific
      performance that a remedy at law would be adequate.


                      Registration Rights Agreement Page 14
<PAGE>   100

            (b) No Inconsistent Agreements. The Borrower will not on or after
      the date of this Agreement enter into any agreement with respect to its
      securities which is inconsistent with the rights granted to the holders of
      Registrable Securities in this Agreement or otherwise conflicts with the
      provisions hereof. The Borrower has not previously entered into, any
      agreement with respect to its securities granting any registration rights
      to any Person, which is inconsistent with the rights granted to the
      holders of Registrable Securities in this Agreement or otherwise conflicts
      with the provisions hereof. The rights granted to the holders of
      Registrable Securities hereunder do not in any way conflict with and are
      not inconsistent with the rights granted to the holders of the Borrower's
      respective securities under any other agreements.

            (c) Amendments and Waivers. The provisions of this Agreement may not
      be amended, modified or supplemented, and waivers or consents to
      departures from the provisions of this Agreement may not be given unless
      (i) in the case of Section 3(c) and this Section 9(c)(i), the Borrower has
      obtained the written consent of the holders of all of the outstanding (x)
      Registrable Securities and (y) Loans (excluding Registrable Securities
      held by the Borrower or one of its affiliates) and (ii) in the case of all
      other provisions hereof, the Borrower has obtained the written consent of
      holders of majority of the outstanding principal amount of the (x)
      Registrable Securities and (y) Loans (excluding Registrable Securities
      held by the Borrower or one of its affiliates).

            (d) Third Party Beneficiary. The holders of Registrable Securities
      shall be third party beneficiaries to the agreements made hereunder
      between the Borrower, on the one hand, and the Administrative Agent, on
      the other hand, and shall have the right to enforce such agreements
      directly to the extent they may deem such enforcement necessary or
      advisable to protect its rights or the rights of holders hereunder.

            (e) Notices. All notices and other communications provided for or
      permitted hereunder shall be made in writing by hand-delivery, registered
      first-class mail, facsimile or air courier guaranteeing overnight
      delivery:

                  (i) if to a holder of Registrable Securities, at the most
            current address given by such holder to the Borrower in accordance
            with the provisions of this Section 9(e), which address initially
            is, with respect to the Administrative Agent to them at the address
            set forth in the Bridge Loan Agreement, with a copy to Latham &
            Watkins, 885 Third Avenue, Suite 1000, New York, New York
            10022-4802, Attention: Kirk A. Davenport, Esq.; and

                  (ii) if to the Borrower, initially to them at the address set
            forth in the Bridge Loan Agreement and thereafter at such other
            address, notice of which is given in accordance with the provisions
            of this Section 9(e), with a copy to Skadden, Arps, Slate, Meagher &
            Flom LLP, 919 Third Avenue, New York, New York 10022, Attn.: Thomas
            H. Kennedy, Esq.

            All such notices and communications shall be deemed to have been
      duly given at the time delivered by hand, if personally delivered; five
      Business Days after being deposited in the mail, postage prepaid, if
      mailed; when receipt acknowledged, if delivered 


                      Registration Rights Agreement Page 15
<PAGE>   101

      by facsimile; and on the next Business Day if timely delivered to an air
      courier guaranteeing overnight delivery.

            Copies of all such notices, demands or other communications shall be
      concurrently delivered by the Person giving the same to the Exchange Note
      Indenture Trustee at the address specified in the Exchange Note Indenture.

            (f) Successors and Assigns. This Agreement shall inure to the
      benefit of and be binding upon the successors and assigns of each of the
      parties hereto, including without limitation and without the need for an
      express assignment, all subsequent holders of Registrable Securities or
      Loans; provided, that nothing herein shall be deemed to permit any
      assignment, transfer or other disposition of Registrable Securities in
      violation of the terms hereof or the Exchange Note Indenture. If any
      transferee of any holder shall acquire Registrable Securities in any
      manner, whether by operation of law or otherwise, such Registrable
      Securities shall be held subject to all of the terms of this Agreement,
      and by taking and holding such Registrable Securities such Person shall be
      conclusively deemed to have agreed to be bound by and to perform all of
      the terms and provisions of this Agreement, including the restrictions on
      resale set forth in this Agreement and such Person shall be entitled to
      receive the benefits hereof.

            (g) Counterparts. This Agreement may be executed 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.

            (h) Headings. The headings in this Agreement are for convenience of
      reference only and shall not limit or otherwise affect the meaning hereof.

            (i) Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.
      THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW RULES
      THEREOF. EACH PARTY HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION
      OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
      AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES OF
      ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
      TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO IRREVOCABLY WAIVES, TO
      THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR
      HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT
      IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A
      COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH PARTY HERETO
      IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
      PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
      TRANSACTIONS CONTEMPLATED HEREBY.


                      Registration Rights Agreement Page 16
<PAGE>   102

            (j) Severability. In the event that any one or more of the
      provisions contained herein, or the application thereof in any
      circumstance, is held invalid, illegal or unenforceable in any
      jurisdiction, the validity, legality and enforceability of any such
      provision in such jurisdiction in every other respect and of the remaining
      provisions contained herein shall not be affected or impaired thereby.


                      Registration Rights Agreement Page 17
<PAGE>   103

            (k) Entire Agreement. This Agreement is intended by the parties as a
      final expression of their agreement with respect to the subject matter
      contained herein and intended to be a complete and exclusive statement of
      the agreement and understanding of the parties hereto in respect of the
      subject matter contained herein. There are no restrictions, promises,
      warranties or undertakings, other than those set forth or referred to
      herein with respect to the registration rights granted by the Borrower
      with respect to the securities sold pursuant to the Bridge Loan Agreement.
      This Agreement supersedes all prior agreements and understandings between
      the parties with respect to such subject matter.

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

                                       NTL INCORPORATED

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

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Administrative Agent

By:
    -------------------------------
        (Authorized Signatory)


                      Registration Rights Agreement Page 18
<PAGE>   104

                                                                       Exhibit D

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

                                ESCROW AGREEMENT

                                      among

                                NTL INCORPORATED,

                                  as Borrower,

                       GOLDMAN SACHS CREDIT PARTNERS L.P.

                             as Administrative Agent

                                       and

                            The Chase Manhattan Bank,

                                 as Escrow Agent

                           Dated as of March 17, 1999

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

<PAGE>   105

            THIS ESCROW AGREEMENT (this "Agreement"), dated as of March 17, 1999
(the "Closing Date"), is by and among NTL Incorporated, a Delaware corporation
(the "Borrower"), Goldman Sachs Credit Partners L.P., as the Administrative
Agent under the Bridge Loan Agreement referred to below (the "Administrative
Agent"), and The Chase Manhattan Bank, a New York banking corporation acting by
and through its corporate trust department (in its capacity as escrow agent, the
"Escrow Agent"). Capitalized terms used herein and not otherwise defined have
the meanings assigned to them in the Bridge Loan Agreement referred to below.

                                    RECITALS

            WHEREAS, the Administrative Agent, the Borrower, the Arranger and
the Lenders referred to therein have entered into a Bridge Loan Agreement dated
as of March 17, 1999 (as amended, restated or otherwise modified from time to
time, the "Bridge Loan Agreement") providing for certain Bridge Loans to be made
by the Lenders thereunder to the Borrower (the "Bridge Loans"), which Bridge
Loans will be evidenced by certain promissory notes of the Borrower (the "Bridge
Notes");

            WHEREAS, the Borrower has agreed to place in escrow various Exchange
Notes due 2004, 2005, and 2008 (the "Exchange Notes") in the form of Exhibit A
to the Indenture dated as of the date hereof (the "Exchange Note Indenture")
duly executed by the Borrower and The Chase Manhattan Bank, as trustee (the
"Exchange Note Indenture Trustee"); and

            WHEREAS, it is a condition to the making of Bridge Loans under the
Bridge Loan Agreement that the Exchange Notes be delivered into escrow pursuant
to this Agreement.

                                    AGREEMENT

            NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the parties hereto agree as follows:

      1. Deposit of Escrowed Notes by the Borrower.

            On the Closing Date, concurrently with the execution and delivery of
this Agreement, the Borrower is delivering to the Escrow Agent 40 undated
Exchange Notes, duly executed by the Borrower, but not authenticated by the
Exchange Note Indenture Trustee, with the payee, date, interest rate, maturity
date and aggregate principal amount in blank (the "Escrowed Notes").

      2. Release of Escrowed Notes.

            The Escrow Agent shall hold the Escrowed Notes in escrow pursuant to
this Agreement, until authorized hereunder to deliver them as follows:

            (a) Release to Holder or its Designees. If, on any Business Day on
      or after the Anniversary Date, the Escrow Agent receives one or more
      Bridge Notes from the Administrative Agent accompanied by a properly
      completed and executed written notice from the Administrative Agent,
      executed by the applicable Lender, in the form of Annex A hereto (each, an
      "Exchange Notice"), such Bridge Notes and Exchange Notice to be delivered
      by the Administrative Agent to the Escrow Agent not less than five
      Business Days prior to the Exchange Date, the Escrow Agent shall no later
      than on the Exchange Date (as such term is defined in the Exchange
      Notice), date, complete and deliver one or more Exchange Notes in
      accordance with such Exchange Notice. Upon receipt of written notice from
      the Administrative Agent that all cash interest thereon required to be
      paid pursuant to this Section 2 (a) and in accordance with the Bridge Loan
      Agreement, to the Exchange Date, has been paid, the Escrow 


                             Escrow Agreement Page 1
<PAGE>   106

      Agent shall return the Bridge Note(s) so surrendered to the Borrower for
      cancellation in accordance with Section 7 of the Exchange Notice. Upon
      completing the Exchange Notes in accordance with Section 2 (a)(i) hereof,
      the Escrow Agent shall promptly deliver such Exchange Notes to the
      Exchange Note Trustee in accordance with Section 5 of the Exchange Notice
      for authentication and delivery to the applicable holder thereof on the
      Exchange Date. If less than all of the surrendered Bridge Note(s) are to
      be exchanged for Exchange Notes, the Borrower shall deliver to the Person
      specified in the Exchange Notice on or within three Business Days after
      the Exchange Date, a replacement Bridge Note dated the Exchange Date,
      equal to the amount of any principal not so exchanged, all as specified in
      Section 6 of the Exchange Notice and in accordance with the Bridge Loan
      Agreement. Upon delivery of any Exchange Notes pursuant to this clause
      (a), the Borrower shall within five Business Days after the Exchange Date
      make payment in cash in accordance with Section 2.3(g) of the Bridge Loan
      Agreement of all accrued and unpaid interest up to but not including the
      date specified in the Exchange Notice as the Exchange Date.

            (b) Release to the Borrower. On or within one Business Day after
      receipt by the Escrow Agent of a certificate from the Administrative Agent
      in the form of Annex B hereto certifying that all Obligations with respect
      to the Bridge Loans have been paid in full, the Escrow Agent shall deliver
      to the Borrower all Escrowed Notes then remaining in escrow.

      3. Certain Additional Agreements. The Borrower and the Administrative
Agent shall, upon request by the Escrow Agent, execute and deliver to the Escrow
Agent such additional written instructions and certificates hereunder as may be
reasonably required by the Escrow Agent to give effect to the provisions of
Sections 1 and 2 hereof.

      4. Escrow Agent.

            (a) The Escrow Agent shall have no duties or responsibilities,
      including, without limitation, a duty to review or interpret the Bridge
      Loan Agreement or to determine compliance therewith, except those
      expressly set forth herein and no implied covenants or obligations shall
      be read into this Agreement against the Escrow Agent. Except for this
      Agreement, the Escrow Agent, in its capacity as such, is not a party to,
      or bound by, any agreement that may be required under, evidenced by, or
      arise out of the Bridge Loan Agreement. The Escrow Agent makes no
      representations as to the validity or genuineness of any Exchange Note
      held or delivered by it hereunder and shall be entitled to conclusively
      assume that any Bridge Note delivered to it hereunder is genuine. The
      Escrow Agent also shall have no responsibility for determining whether the
      Borrower has complied with its agreement herein to deliver replacement
      Bridge Notes.

            (b) If the Escrow Agent shall be uncertain as to its duties or
      rights hereunder or shall receive instructions from any of the undersigned
      with respect to the Escrowed Notes, which, in its opinion, are in conflict
      with any of the provisions of this Agreement, it shall be entitled to
      refrain from taking any action until it shall be directed otherwise in
      writing by the Borrower or the Administrative Agent or by order of a court
      of competent jurisdiction. The Escrow Agent may conclusively rely on and
      shall be protected in acting upon any notice, request, waiver, consent,
      receipt or other document reasonably believed by the Escrow Agent to be
      signed by the proper party or parties.

            (c) The Escrow Agent shall not be liable for any error or judgment
      or for any act done or step taken or omitted by it in good faith or for
      any mistake of fact or law, or for anything that it may do or refrain from
      doing in connection herewith, except for its own gross negligence 


                             Escrow Agreement Page 2
<PAGE>   107

      or willful misconduct, and the Escrow Agent shall have no duties to anyone
      except the Borrower or the Administrative Agent and their respective
      successors and permitted assigns. In no event shall the Escrow Agent be
      liable for special, indirect or consequential loss or damage of any kind
      whatsoever (including but not limited to lost profits) even if the Escrow
      Agent has been advised of the likelihood of such loss or damage and
      regardless of the form of action.

            (d) The Escrow Agent may consult legal counsel in the event of any
      dispute or question as to the construction of this Agreement, or the
      Escrow Agent's duties hereunder, and the Escrow Agent shall incur no
      liability and shall be fully protected with respect to any action taken or
      omitted in good faith in accordance with the opinion and instructions of
      counsel.

            (e) In the event of any disagreement between the undersigned or any
      of them, and/or any other person, resulting in adverse claims and demands
      being made in connection with or for the Escrowed Notes, the Escrow Agent
      shall be entitled at its option to refuse to comply with any such claim or
      demand, so long as such disagreement shall continue, and in so doing the
      Escrow Agent shall not be or become liable for damages or interest to the
      undersigned or any of them or to any person named herein or in any Annex
      hereto for its failure or refusal to comply with such conflicting or
      adverse demands. The Escrow Agent shall be entitled to continue to so
      refrain and refuse to so act until all differences shall have been
      resolved by agreement and the Escrow Agent shall have been notified
      thereof in writing signed by the Borrower and the Administrative Agent. In
      the event of such disagreement which continues for 90 days or more, the
      Escrow Agent in its discretion may, but shall be under no obligation to,
      file a suit in interpleader for the purpose of having the respective
      rights of the claimants adjudicated and may deposit with the court all
      documents and property held hereunder. The Borrower agrees to pay all
      reasonable out-of-pocket costs and expenses incurred by the Escrow Agent
      in such action, including reasonable attorney's fees and disbursements.

            (f) The Escrow Agent is hereby indemnified by the Borrower from all
      losses, costs and expenses of any nature incurred by the Escrow Agent
      arising out of or in connection with this Agreement or with the
      administration of its duties hereunder, unless such losses, costs or
      expenses shall have been caused by the Escrow Agent's willful misconduct
      or gross negligence. Such indemnification shall survive termination of
      this Agreement until extinguished by any applicable statute of
      limitations.

            (g) The Escrow Agent does not have any interest in the Escrowed
      Notes deposited hereunder but is serving as escrow holder only and having
      only possession thereof. This paragraph shall survive notwithstanding any
      termination of this Agreement or the resignation of the Escrow Agent.

            (h) The Escrow Agent (and any successor Escrow Agent) may at any
      time resign as such by giving written notice of its resignation to the
      parties hereto at least 30 days prior to the date specified for such
      resignation to take effect. Upon the effective date of such resignation,
      the Escrowed Notes shall be delivered by it to such successor escrow agent
      or as otherwise shall be instructed in writing by the Borrower and the
      Administrative Agent; whereupon the Escrow Agent shall be discharged of
      and from any and all further obligations arising in connection with this
      Agreement. If at that time the Escrow Agent has not received such
      instruction, the Escrow Agent's sole responsibility after that time shall
      be to safekeep the Escrowed Notes until receipt of a designation of
      successor Escrow Agent, or a joint written instruction as to disposition
      of the Escrowed Notes by the Borrower and the Administrative Agent or a
      final order of a court of competent jurisdiction mandating disposition of
      the Escrowed Notes.


                             Escrow Agreement Page 3
<PAGE>   108

            (i) The Escrow Agent hereby accepts its appointment and agrees to
      act as escrow agent under the terms and conditions of this Agreement and
      acknowledges receipt of the Escrowed Notes. The Borrower agrees to pay to
      the Escrow Agent as payment in full for its services hereunder the Escrow
      Agent's compensation set forth in Schedule I hereto. The Borrower further
      agrees to reimburse the Escrow Agent for all reasonable out-of-pocket
      expenses, disbursements and advances incurred or made by the Escrow Agent
      in the performance of its duties hereunder (including reasonable fees, and
      out-of-pocket expenses and disbursements, of its counsel). The obligations
      of the Borrower under this subparagraph shall survive the termination of
      this Agreement until extinguished by any applicable statute of
      limitations.

      5. Notices. Any notices or other communications required or permitted
hereunder shall be effective if in writing and delivered personally or sent by
telecopier, overnight courier, Federal Express, United Parcel Service,
registered or certified mail, postage prepaid, addressed as follows:

      If to the Administrative Agent or the Arranger, to:

            Goldman Sachs Credit Partners L.P.
            c/o Goldman Sachs & Co.
            85 Broad Street
            New York, New York  10004
            Attention: Amy Shapero
            Facsimile No.:  (212) 902-3000

            with a copy to:

            Latham & Watkins
            885 Third Avenue
            New York, New York 10022
            Attention:  Kirk A. Davenport
            Facsimile No.: (212) 751-4864

      If to the Borrower, to:

            NTL Incorporated
            110 East 59th Street
            26th Floor
            New York, NY  10022
            Attention:  General Counsel
            Facsimile No.: (212) 906-8497

            with a copy to:

            Skadden, Arps, Slate
            Meagher & Flom LLP
            919 Third Avenue
            New York, New York 10022
            Attention:  Thomas H. Kennedy
            Facsimile No.:  (212) 735-3637


                             Escrow Agreement Page 4
<PAGE>   109

      If to the Escrow Agent, to:

            The Chase Manhattan Bank
            450 West 33rd Street
            New York, NY  10001
            Attention:  Mr. Andrew Deck, Vice President
            Facsimile No.:  (212) 946-8159

      If to the Exchange Note Indenture Trustee, to:

            The Chase Manhattan Bank
            450 West 33rd Street
            New York, NY  10001
            Attention: Mr. Andrew M. Deck, Vice President
            Facsimile No.: (212) 946-8161

Unless otherwise specified herein, such notices or other communications shall be
deemed effective (a) on the date delivered, if delivered personally, (b) one
Business Day after being delivered, if delivered by telecopier with confirmation
of good transmission, (c) one Business Day after being sent by overnight
courier, if sent by overnight courier, (d) two Business Days after being sent by
Federal Express or United Parcel Service, if sent by Federal Express or United
Parcel Service, or (e) three Business Days after being sent, if sent by
registered or certified mail. Each of the parties hereto shall be entitled to
specify a different address by giving notice as aforesaid to each of the other
parties hereto.

      6. Termination. This Agreement shall automatically terminate upon the
final distribution of the Escrowed Notes in accordance with the terms hereof.

      7. Governing Law; Jurisdiction.

            7.1. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to conflict of law rules thereof.

            7.2. Consent to Jurisdiction. Each of the parties agrees that all
actions, suits or proceedings arising out of or based upon this Agreement or the
subject matter hereof may be brought and maintained in the federal district
court in the Southern District of New York and in any New York state court
sitting in New York City (each, a "New York Court"). Each of the parties hereto
by execution hereof (i) hereby irrevocably submits to the jurisdiction of such
court in New York, New York, for the purpose of any action, suit or proceeding
arising out of or based upon this Agreement or the subject matter hereof and
(ii) hereby waives to the extent not prohibited by applicable law, and agrees
not to assert, by way of motion, as a defense or otherwise, in any such action,
suit or proceeding, any claim that it is not subject personally to the
jurisdiction of one of the above-named courts, that it is immune from
extraterritorial injunctive relief or other injunctive relief, that its property
is exempt or immune from attachment or execution, that any such action, suit or
proceeding brought or maintained in one of the above-named courts should be
dismissed on the grounds of forum non conveniens, should be transferred to any
court other than one of the above-named courts, should be stayed by virtue of
the pendency of any other action, suit or proceeding in any court other than one
of the above-named courts, or that this Agreement or the subject matter hereof
may not be enforced in or by the above-named courts. Each of the parties hereto
hereby consents to service of process in any such suit, action or proceeding in
any manner permitted by the laws of the State of New York, agrees that service
of process by registered or certified mail, return receipt requested, at the
address specified in or pursuant to Section 5 hereof is reasonably calculated to
give actual notice and waives and agrees not to assert by way of motion, as a


                             Escrow Agreement Page 5
<PAGE>   110

defense or otherwise, in any such action, suit or proceeding any claim that
service of process made in accordance with Section 5 hereof does not constitute
good and sufficient service of process. The provisions of this Section 7.2 shall
not restrict the ability of any party to enforce in any court any judgment
obtained in the federal district court in the Southern District of New York or
any New York Court.

            7.3. Waiver of Jury Trial. To the extent not prohibited by any
applicable law that cannot be waived, each of the parties hereto hereby waives,
and covenants that it will not assert (whether as plaintiff, defendant, or
otherwise), any right to trial by jury in any forum in any respect of any issue,
claim, demand, cause of action, action, suit or proceeding arising out of or
based upon this Agreement or the subject matter hereof, in each case whether now
existing or hereafter arising and whether in contract or tort or otherwise. Any
of the parties hereto may file an original counterpart or a copy of this Section
7.3 with any court as written evidence of the consent of each of the parties
hereto to the waiver of his or its right to trial by jury.

            7.4. Reliance. Each of the parties hereto acknowledges that it has
been informed by each other party that the provisions of this Section 7
constitute a material inducement upon which such party is relying and will rely
in entering into this Agreement and the transactions contemplated hereby.

      8. Miscellaneous.

            8.1. Entire Agreement; Waivers. This Agreement constitutes the
entire agreement among the parties hereto pertaining to the subject matter
hereof and supersedes all prior and contemporaneous agreements, understandings,
negotiations and discussions, whether oral or written, of the parties with
respect to such subject matter. No waiver of any provision of this Agreement (a)
shall be deemed to or shall constitute a waiver of any other provision hereof
(whether or not similar), (b) shall constitute a continuing waiver unless
otherwise expressly provided therein or (c) shall be effective unless in writing
and executed by each party against whom it is to be enforced.

            8.2. Amendment or Modification, etc. The parties hereto may not
amend or modify this Agreement except in such manner as may be agreed upon by a
written instrument executed by all of the parties hereto and that is consented
to in writing by the Majority Lenders; provided, that the Escrow Agent shall be
entitled to rely conclusively on the Administrative Agent's determination of
Majority Lenders. Any written amendment, modification or waiver executed by all
of the parties hereto shall be binding upon all such parties and their
respective successors and assigns.

            8.3. Headings, etc. Section and subsection headings are not to be
considered part of this Agreement, are included solely for convenience, are not
intended to be full or accurate descriptions of the content thereof and shall
not affect the construction hereof. This Agreement shall be deemed to express
the mutual intent of the parties, and no rule of strict construction shall be
applied against any party.

            8.4. Severability. In the event that any provision hereof would,
under applicable law, be invalid or unenforceable in any respect, such provision
shall (to the extent permitted by applicable law) be construed by modifying or
limiting it so as to be valid and enforceable to the maximum extent compatible
with, and possible under, applicable law. The provisions hereof are severable,
and in the event any provision hereof should be held invalid or unenforceable in
any respect, it shall not invalidate, render unenforceable or otherwise affect
any other provision hereof.

            8.5. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one and the same 


                             Escrow Agreement Page 6
<PAGE>   111

instrument.

            8.6. Successors and Assigns. All of the terms and provisions of this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective permitted transferees, successors and assigns (each
of which shall be deemed to be a party hereto for all purposes hereof). Except
as expressly provided herein, this Agreement shall not confer any right or
remedy upon any person other than the parties and their respective transferees,
successors and assigns.

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.

                                    NTL INCORPORATED,
                                    as Borrower

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

                                    GOLDMAN SACHS CREDIT PARTNERS L.P.,
                                    as Administrative Agent

                                    By: Goldman, Sachs & Co.

                                    By: 
                                        ---------------------------------
                                              (Authorized Signatory)

The Chase Manhattan Bank,,
as Escrow Agent

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


                             Escrow Agreement Page 7
<PAGE>   112

                                                  Schedule I to Escrow Agreement
                                                             Escrow Agent's Fees

                               ESCROW AGENT'S FEES

<TABLE>
<S>                              <C>   
Annual Fee                       $7,500
</TABLE>


                  Schedule I of the Escrow Agreement Page 1
<PAGE>   113

                                                     Annex A to Escrow Agreement
                                                         Form of Exchange Notice

                       GOLDMAN SACHS CREDIT PARTNERS L.P.
                             C/O GOLDMAN SACHS & CO.
                                 85 BROAD STREET
                            NEW YORK, NEW YORK 10004

                                 EXCHANGE NOTICE

                             Date: __________, ____

The Chase Manhattan Bank
450 West 33rd Street
New York, NY  10001
Attention:  Mr. Andrew M. Deck, Vice President

            Re:   NTL Incorporated Escrow Agreement

Ladies and Gentlemen:

            Reference is hereby made to the Escrow Agreement dated as of March
17, 1999 (as amended, modified or supplemented from time to time, the "Escrow
Agreement"), by and among NTL Incorporated, a Delaware corporation (the
"Borrower"), Goldman Sachs Credit Partners L.P., as the Administrative Agent
under the Bridge Loan Agreement referred to below (the "Administrative Agent"),
and The Chase Manhattan Bank, a New York banking corporation acting by and
through its corporate trust department (in its capacity as escrow agent, the
"Escrow Agent"). Capitalized terms used herein and not otherwise defined in this
Exchange Notice have the meanings assigned to them in the Escrow Agreement.

            1. Surrender of Bridge Note(s). Enclosed herewith [is an/are]
original Bridge Note[s] issued to the order of the Lender specified in Section 4
below in the aggregate principal amount of $_____________ (the "Surrendered
Note(s)").

            2. Accrued and Unpaid Interest. The [aggregate] amount of accrued
and unpaid interest on the Surrendered Note(s) as of ________________, ____
[Insert date of exchange of Surrendered Notes for Exchange Notes, 60 days after
the above date] (the "Exchange Date") is $______, all of which is required by
Section 2.3(g) of the Bridge Loan Agreement to be paid in cash.

            3. Interest Rate; Maturity Date. The undersigned hereby certifies
that the interest rate on the Surrendered Note(s) on the Exchange Date is equal
to ___% per annum. Pursuant to Section 2.2(c) of the Bridge Loan Agreement, the
Exchange Notes to be issued pursuant to this Exchange Notice will bear interest
at the rate of __% per annum [insert the interest rate then in effect on the
Surrendered Note(s) as of the Exchange Date plus 100 basis points]. Pursuant to
Section 2.2 of the Bridge Loan Agreement, the maturity date of the Exchange
Notes shall be ___________ __ [insert maturity date that corresponds to the
Maturity Date of the Surrendered Note(s)].


                     Annex A of the Escrow Agreement Page 1
<PAGE>   114

            4. Request for Exchange. _____________ [name of Lender] wishes to
exchange [all/$_______] of the Surrendered Note(s) to be exchanged for ____
[number] Exchange Note(s) each dated the Exchange Date, bearing interest from
(and including) the Exchange Date at the rate and having a maturity date as
specified in Section 3 above and made payable to the following payees:

<TABLE>
<CAPTION>
         Amount(s)        Name(s) of Payee(s)      Address(es) of Payee(s)
      <S>               <C>                       <C>
      $_____________    _______________________   _________________________

      $_____________    _______________________   _________________________
</TABLE>

            5. Issuance of Exchange Notes; Cancellation of Surrendered Note(s).
No later than the Exchange Date please (a) issue the Exchange Note(s) dated the
Exchange Date, bearing interest at the rate specified in Section 3 above from
and including the Exchange Date, having a maturity date as specified in Section
3 above, in the amount(s) and to the payee(s) set forth in Section 4 above, (b)
deliver such Exchange Note(s) by hand or by overnight courier to the Exchange
Note Indenture Trustee for authentication and delivery to the [respective]
payee(s) identified in Section 4 above at the address(es) specified therein and
(c) upon receipt of written notice from the Administrative Agent that all cash
interest has been paid in accordance with Section 7 below and the terms of the
Bridge Loan Agreement, deliver the Surrendered Note(s) to the Borrower for
cancellation.

            6. Issuance of Replacement Term Note. On or within three Business
Days after the Exchange Date, the Borrower shall (a) issue replacement Bridge
Note(s) dated the Exchange Date, bearing interest at the rate then in effect on
the Surrendered Note(s), having a Maturity Date corresponding to the Surrendered
Note(s), in the aggregate amount of $_____, representing $____ of principal on
the Surrendered Note(s) not so exchanged, in the respective amount(s) and to the
payee(s) set forth below and (b) deliver such replacement Bridge Note(s) by hand
or by overnight courier to the [respective] payee(s) identified in this Section
6 at the address(es) specified below:

<TABLE>
<CAPTION>
         Amount(s)        Name(s) of Payee(s)      Address(es) of Payee(s)
      <S>               <C>                       <C>
      $_____________    _______________________   _________________________

      $_____________    _______________________   _________________________
</TABLE>

            7. Payment of Accrued and Unpaid Interest. Not later than five
Business Days after the Exchange Date, and in any event prior to the
cancellation of the Surrendered Notes contemplated by Section 5 above, the
Borrower shall make payment in cash in accordance with Section 2.3(g) of the
Bridge Loan Agreement of all accrued and unpaid interest specified in Section 2
above.

            8. W-9 Forms. Attached hereto is a completed form W-9 for each of
the above-referenced payees.


                     Annex A of the Escrow Agreement Page 2
<PAGE>   115

            Thank you in advance for your prompt attention to this Exchange
Notice.

                                       Very truly yours,

                                       By:
                                           --------------------------------
                                           Name:
                                           Title:
cc: The Chase Manhattan Bank
    in its capacity as Exchange Note
    Indenture Trustee

cc: NTL Incorporated, as Borrower


                     Annex A of the Escrow Agreement Page 3
<PAGE>   116

                                                     Annex B to Escrow Agreement
                                                                     Certificate

                       GOLDMAN SACHS CREDIT PARTNERS L.P.
                             C/O GOLDMAN SACHS & CO.
                                 85 BROAD STREET
                            NEW YORK, NEW YORK 10004

                                   CERTIFICATE

                                Date: __________

The Chase Manhattan Bank
450 West 33rd Street
New York, NY  10001
Attention:  Mr. Andrew Deck, Vice President

            Re:   NTL Incorporated Escrow Agreement

Ladies and Gentlemen:

            Reference is hereby made to the Escrow Agreement dated as of March
17, 1999 (as amended, modified or supplemented from time to time, the "Escrow
Agreement"), by and among NTL Incorporated, a Delaware corporation, Goldman
Sachs Credit Partners L.P., as Administrative Agent under the Bridge Loan
Agreement, and The Chase Manhattan Bank, a New York banking corporation acting
by and through its corporate trust department. Capitalized terms used herein and
not otherwise defined in this Certificate shall have the meanings assigned to
them in the Escrow Agreement.

            This Certificate, delivered to you pursuant to Section 2(b) of the
Escrow Agreement, confirms that all Obligations with respect to the Bridge Loans
have been paid in full by the Borrower.


                     Annex B of the Escrow Agreement Page 1
<PAGE>   117

       Thank you in advance for your prompt attention to this Certificate.

                                       Very truly yours,

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


                     Annex B of the Escrow Agreement Page 2
<PAGE>   118

                                                                       EXHIBIT E

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

                                NTL INCORPORATED

                              SENIOR EXCHANGE NOTES

                             DUE 2004, 2005 AND 2008

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

                                    INDENTURE

                           Dated as of March 17, 1999

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

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

                            The Chase Manhattan Bank

                                     Trustee

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

================================================================================
<PAGE>   119

                                 TABLE OF CONTENTS

ARTICLE I......................................................................1
        Section 1.01. Definitions..............................................1
        Section 1.02. Other Definitions.......................................14
        Section 1.03. Incorporation by Reference of Trust Indenture Act.......15
        Section 1.04. Rules of Construction...................................15
        Section 1.05. Effectiveness of Indenture..............................16

ARTICLE II. THE NOTES.........................................................16
        Section 2.01. Form and Dating.........................................16
        Section 2.02. Execution and Authentication............................18
        Section 2.03. Registrar and Paying Agent..............................18
        Section 2.04. Paying Agent to Hold Money in Trust.....................19
        Section 2.05. Holder Lists............................................19
        Section 2.06. Transfer and Exchange...................................19
        Section 2.07. Replacement Notes.......................................23
        Section 2.08. Outstanding Notes.......................................23
        Section 2.09. Treasury Notes..........................................24
        Section 2.10. Temporary Notes; Global Notes...........................24
        Section 2.11. Cancellation............................................25
        Section 2.12. Defaulted Interest......................................25

ARTICLE III. REDEMPTION.......................................................25
        Section 3.01. Notices to Trustee......................................25
        Section 3.02. Selection of Notes to Be Redeemed.......................25
        Section 3.03. Notice of Redemption....................................26
        Section 3.04. Effect of Notice of Redemption..........................26
        Section 3.05. Deposit of Redemption Price.............................26
        Section 3.06. Notes Redeemed in Part..................................26
        Section 3.07. Optional Redemption and Optional Tax Redemption.........27
        Section 3.08. Mandatory Redemption....................................27
        Section 3.09. Asset Sale Offer and Purchase Offer.....................27

ARTICLE IV. COVENANTS.........................................................30
        Section 4.01. Payment of Notes........................................30
        Section 4.02. Reports.................................................30
        Section 4.03. Compliance Certificate..................................30
        Section 4.04. Stay, Extension and Usury Laws..........................31
        Section 4.05. Corporate Existence.....................................31
        Section 4.06. Taxes...................................................31
        Section 4.07. Limitations on Liens....................................32
        Section 4.08. Incurrence Of Indebtedness And Issuance Of Preferred
                      Stock...................................................32
        Section 4.09. Restricted Payments.....................................34
        Section 4.10. Asset Sales.............................................37
        Section 4.11. Transactions with Affiliates............................39
        Section 4.12. Dividends and Other Payment Restrictions Affecting
                      Restricted Subsidiaries.................................40
        Section 4.13. Change of Control.......................................41
        Section 4.14. Payment of Additional Amounts...........................41
<PAGE>   120

        Section 4.15. Exchange Note Guarantee.................................42
        Section 4.16. Exchange of Certificated Initial Notes or
                      Certificated New Notes for Global Notes.................42

ARTICLE V. SUCCESSORS.........................................................42
        Section 5.01. Merger, Consolidation or Sale of Assets.................43
        Section 5.02. Successor Corporation Substituted.......................43

ARTICLE VI. DEFAULTS AND REMEDIES.............................................44
        Section 6.01. Events of Default.......................................44
        Section 6.02. Acceleration............................................45
        Section 6.03. Other Remedies..........................................46
        Section 6.04. Waiver of Past Defaults.................................46
        Section 6.05. Control by majority.....................................46
        Section 6.06. Limitation on Suits.....................................46
        Section 6.07. Rights of Holders to Receive Payment....................47
        Section 6.08. Collection Suit by Trustee..............................47
        Section 6.09. Trustee May File Proofs of Claim........................47
        Section 6.10. Priorities..............................................47
        Section 6.11. Undertaking for Costs...................................48

ARTICLE VII. TRUSTEE..........................................................48
        Section 7.01. Duties of Trustee.......................................48
        Section 7.02. Rights of Trustee.......................................49
        Section 7.03. Individual Rights of Trustee............................49
        Section 7.04. Trustee's Disclaimer....................................49
        Section 7.05. Notice of Defaults......................................49
        Section 7.06. Reports by Trustee to Holders...........................50
        Section 7.07. Compensation and Indemnity..............................50
        Section 7.08. Replacement of Trustee..................................50
        Section 7.09. Successor Trustee by Merger, Etc........................51
        Section 7.10. Eligibility; Disqualification...........................51
        Section 7.11. Preferential Collection of Claims Against Company.......52

ARTICLE VIII. DISCHARGE OF INDENTURE..........................................52
        Section 8.01. Termination of Company's Obligations....................52
        Section 8.02. Option to Effect Defeasance.............................52
        Section 8.03. Application of Trust Money..............................54
        Section 8.04. Repayment to Company....................................54
        Section 8.05. Reinstatement...........................................54

ARTICLE IX. AMENDMENTS, SUPPLEMENTS AND WAIVERS...............................55
        Section 9.01. Without Consent of Holders..............................55
        Section 9.02. With Consent of Holders.................................55
        Section 9.03. Compliance with Trust Indenture Act.....................56
        Section 9.04. Revocation and Effect of Consents.......................56
        Section 9.05. Notation on or Exchange of Notes........................57
        Section 9.06. Trustee Protected.......................................57

ARTICLE X. MISCELLANEOUS......................................................57
        Section 10.01.Trust Indenture Act Controls............................57
        Section 10.02.Notices.................................................57
        Section 10.03.Communication by Holders with Other Holders.............58
        Section 10.04.Certificate and Opinion as to Conditions Precedent......58


                                       ii
<PAGE>   121

        Section 10.05.Statements Required in Certificate or Opinion...........58
        Section 10.06.Rules by Trustee and Agents.............................58
        Section 10.07.Legal Holidays..........................................59
        Section 10.08.No Recourse Against Others..............................59
        Section 10.09.Counterparts and Facsimile Signatures...................59
        Section 10.10.Variable Provisions.....................................59
        Section 10.11.Governing Law...........................................60
        Section 10.12.No Adverse Interpretation of Other Agreements...........60
        Section 10.13.Successors..............................................60
        Section 10.14.Severability............................................60
        Section 10.15.Table of Contents, Headings, Etc........................60

Exhibit A  Form of Face of Initial Note
Exhibit B  Form of Face of New Note
Exhibit C  Form of Transfer  Certificate  for  Transfer  from Rule 144A Global
            Note to Regulation S Global Note
Exhibit D  Form of Transfer  Certificate from Regulation S Global Note to Rule
            144A Global Note
Exhibit E  Form of  Transfer  Certificate  for  Transfer  From  Global Note on
            Restricted Note to Restricted Note
Exhibit F  Form of Accredited Investor Transferee Certificate
Exhibit G  Form of  Certificate  for Transfers of Regulation S Global Note for
            Restricted Notes
Exhibit H  Form of Exchange Note Guarantee
Exhibit I  Form of Opinions of Counsel to Parent


                                      iii
<PAGE>   122

                             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
(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.


                                       iv
<PAGE>   123

      INDENTURE, dated as of March 17, 1999, between NTL Incorporated, a
Delaware corporation (the "Company"), and The Chase Manhattan Bank, a New York
corporation, as trustee (the "Trustee").

      Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders (as defined in Section 1.01) of the
Company's Senior Exchange Notes due the Applicable Maturity Date and, if and
when issued in exchange for Initial Notes, the Company's Series B Senior
Exchange Notes due the Applicable Maturity Date:

                                   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.

      "123/8% Notes" means the Company's 123/8% Senior Deferred Coupon Notes due
2008.

      "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.

      "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.
<PAGE>   124

      "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.

      "Administrative Agent" means Goldman Sachs Credit Partners L.P. acting in
its capacity as administrative agent under the Bridge Loan Agreement, and its
successors and assigns.

      "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.

      "Applicable Maturity Date" means, with respect to the Notes, September 14,
2004, December 16, 2005 or February 2, 2008, as specified on each Note.

      "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 Loan 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 Loan Date or (B)
the issuance, sale, transfer, conveyance or other disposition of Equity
Interests of a Subsidiary in exchange for capital contributions made on a pro
rata basis by the holders of the Equity Interests of such Subsidiary.

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


                                      -2-
<PAGE>   125

      "Bridge Loan Agreement" means the Bridge Loan Agreement dated as of March
__, 1999, among the Company, the Lenders named therein and Goldman Sachs Credit
Partners L.P. as arranger and administrative agent, as amended, modified or
supplemented from time to time.

      "Bridge Loans" means, collectively, up to $1.35 billion in aggregate
principal amount of Series A Bridge Loans, Series B Bridge Loans and Series C
Bridge Loans made to the Company pursuant to the terms of the Bridge Loan
Agreement.

      "Bridge Notes" means the Bridge Notes representing Indebtedness of the
Company incurred pursuant to the Bridge Loan Agreement.

      "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


                                      -3-
<PAGE>   126

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 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 paid to the referent Person or a Wholly Owned
Subsidiary, (ii) the Net Income of any Person that is a Subsidiary (other than a


                                      -4-
<PAGE>   127

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 and the 7% Convertible Subordinated Notes issued pursuant to
an indenture dated as of December 16, 1998, between the Company and The Chase
Manhattan 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) (pound)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 (pound)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 Loan 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 Loan 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.


                                      -5-
<PAGE>   128

      "EBITDA" means, for any Person, for any period, an amount equal to (A) the
sum of (i) Consolidated Net Income for such period (exclusive of any gain or
loss realized in such period upon an Asset Sale), plus (ii) the provision for
taxes for such period based on income or profits to the extent such income or
profits were included in computing Consolidated Net Income and any provision for
taxes utilized in computing net loss under clause (i) hereof, plus (iii)
Consolidated Interest Expense for such period, plus (iv) depreciation for such
period on a consolidated basis, plus (v) amortization of intangibles for such
period on a consolidated basis, plus (vi) any other non-cash item reducing
Consolidated Net Income for such period (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).

      "Escrow Agent" means The Chase Manhattan Bank acting in its capacity as
escrow agent under the Escrow Agreement, and its successors and assigns.

      "Escrow Agreement" means the Escrow Agreement dated as of the Loan Date,
between the Company, the Administrative Agent and the Escrow Agent, as amended,
modified or supplemented from time to time.

      "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 Date" with respect to any Initial Note delivered to the Trustee
by the Escrow Agent, has the meaning set forth in the Exchange Notice delivered
by the Escrow Agent to the Trustee with such Initial Note.

      "Exchange Notice" has the meaning specified in the Escrow Agreement.

      "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 Loan Date, until such amounts are repaid,
including, without limitation, the Existing Notes.

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

      "Funding Date A" means the initial date on which Bridge Loans are made to
the Company pursuant to the terms of the Bridge Loan Agreement, prompt written
notice of which shall be given to the Trustee by the Company.

      "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 


                                      -6-
<PAGE>   129

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
Loan 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 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 Notes" means the Senior Exchange Notes due the Applicable
Maturity Date of the Company held in escrow pursuant to the Escrow Agreement and
authenticated pursuant to Section 2.02.

      "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.

      "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.


                                      -7-
<PAGE>   130

      "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).

      "Liquidated Damages" means all liquidated damages then owing pursuant to
Section 3(c) of the Registration Rights Agreement and Section 2 of the Initial
Notes.

      "Loan Date" means March 17, 1999, the date of the Bridge Loan Agreement.

      "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 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.

      "New Notes" means the Series B Senior Exchange Notes due the Applicable
Maturity Date of the Company issued pursuant to this Indenture in connection
with a resale of Notes in reliance on the Shelf Registration Statement.


                                      -8-
<PAGE>   131

      "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 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" means (i) the Initial Notes and (ii) the New Notes.

      "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 123/8% Notes, 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 123/8% Notes, 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).

      "Parent" means any Person that is formed or organized as a holding company
for the Company and its Subsidiaries.

      "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


                                      -9-
<PAGE>   132

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 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 Loan 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.


                                      -10-
<PAGE>   133

      "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 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.

      "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 


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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
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.

      "Registration Rights Agreement" means the Registration Rights Agreement
dated as of the Loan Date, between the Company and Goldman Sachs Credit Partners
L.P., as amended, modified or supplemented from time to time.

      "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.


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<PAGE>   135

      "Shelf Registration Statement" means the Shelf Registration as defined in
the Registration Rights Agreement.

      "Specified Premium" means, with respect to each Note, (i) during the
one-year period commencing on the fifth anniversary of Funding Date A, the
Specified Premium shall equal a percentage of the principal amount of such Note
equal to 50% of the fixed interest rate on such Note; and (ii) during each
one-year period commencing on the sixth anniversary of Funding Date A until the
date that is two years prior to the maturity of the applicable Note, the
Specified Premium, referred to in clause (i) shall decline ratably. For example,
if the fixed interest rate on a Note having a maturity of 10 years was equal to
15%, then the Specified Premium would equal (a) 7.5% during the one-year period
commencing on the fifth anniversary of Funding Date A and ending on the day
prior to the sixth anniversary of Funding Date A; (b) 5.0% during the one-year
period commencing on the sixth anniversary of Funding Date A and ending on the
day prior to the seventh anniversary of Funding Date A; (c) 2.5% during the
one-year period commencing on the seventh anniversary of Funding Date A and
ending on the day prior to the eighth anniversary of Funding Date A; (d) 0%
during the one-year period commencing on the eighth anniversary of Funding Date
A and ending on the day prior to the ninth anniversary of Funding Date A; and
(e) 0% during the one-year period commencing on the ninth anniversary of Funding
Date A and ending on the day prior to the tenth anniversary of Funding Date A.

      "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.

      "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.


                                      -13-
<PAGE>   136

                                                     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
               "Exchange Note Guarantee"...............4.15
               "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
               "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;


                                      -14-
<PAGE>   137

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

      "obligor" on the Notes means the Company or any other obligor on the
Notes.

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

SECTION 1.04. RULES OF CONSTRUCTION.

      Unless the context otherwise requires:

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

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

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

            (d) "or" is not exclusive;

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

            (f) provisions apply to successive events and transactions;

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

            (h) a reference to "$" or U.S. Dollars is to United States dollars
      and a reference to "(pound)" or pounds sterling is to British pounds
      sterling.

SECTION 1.05. EFFECTIVENESS OF INDENTURE.

      The provisions of this Indenture as set forth in Article IV, Article V and
Article VI shall not be effective unless and until the Company issues any Notes
hereunder and such Notes are released from escrow by the Escrow Agent.

                                   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 New 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, 


                                      -15-
<PAGE>   138

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.

      Initial Notes offered and sold in reliance on Regulation S under the
Securities Act ("Regulation S"), 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 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"), shall be issued
initially in the form of one or more permanent Global Notes in definitive, fully
registered form without interest coupons with the Global Notes Legend and
Restricted Notes Legend set forth in Exhibit A hereto ("Rule 144A Global Note"),
which shall be deposited on behalf of the purchasers of the 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 of the Rule 144A Global
Note may from time to time be increased or decreased by adjustments made on the
records of the Trustee and the Depositary or its nominee as hereinafter
provided.

            (c) Book-Entry Provisions.

      This Section 2.01(c) shall apply only to the Regulation S Global Note, the
Rule 144A Global Note and the New 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 or
in accordance with Section 4.16 authenticate and deliver 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 


                                      -16-
<PAGE>   139

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.

      Notwithstanding any other provisions in this Indenture to the contrary,
the Initial Notes held in escrow by the Escrow Agent pursuant to the Escrow
Agreement shall be certificated and shall bear the Restricted Notes Legend set
forth in Exhibit A hereto, but such Initial Notes shall not bear the Global
Notes Legend. Such Initial Notes shall be Restricted 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 or exchange 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 New Note without a
Restricted Notes Legend will be available to the Holder of such Initial Notes.

SECTION 2.02. EXECUTION AND AUTHENTICATION.

      One Officer shall sign the Notes for the Company by manual or facsimile
signature.

      If the 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 receipt from the Escrow Agent of a copy of an
Exchange Notice, together with an Initial Note(s) executed by the Company,
authenticate such Initial Note(s), having an Applicable Maturity Date, interest
rate, principal amount and payee as set forth in such Exchange Notice, provided,
that the aggregate principal amount of all Notes issued hereunder may not exceed
the amount stated in paragraph 6 of the Initial Notes. On the Exchange Date, the
Trustee shall deliver such Initial Note(s) to the Holder thereof.
Notwithstanding any other provisions in this Indenture, the aggregate principal
amount 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) 


                                      -17-
<PAGE>   140

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.

      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, interest, Liquidated Damages, if any, or Additional Amounts, if any,
on the Notes, and will notify the Trustee of any default by the Company in
making any such payment. While any such default continues, the Trustee may
require a Paying Agent to pay all money held by it to the Trustee and to account
for any money disbursed by it. The Company at any time may require a Paying
Agent to pay all money held by it to the Trustee. Upon payment over to the
Trustee, the Paying Agent (if other than the Company or an Affiliate of the
Company) shall have no further liability for the money. If the Company or an
Affiliate of the Company acts as Paying Agent, it shall segregate and hold in a
separate trust fund for the benefit of the Holders all money held by it as
Paying Agent.

SECTION 2.05. HOLDER LISTS.

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

SECTION 2.06. TRANSFER AND EXCHANGE.

      Where Notes are presented to the Registrar or a co-registrar with a
request to register a transfer or to exchange them for an equal principal amount
of Notes of other denominations, the Registrar shall register the transfer or
make the exchange if its requirements for such transactions 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


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<PAGE>   141

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.

            (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 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 


                                      -19-
<PAGE>   142

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

            (iv) 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. 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 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 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 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 


                                      -20-
<PAGE>   143

      of such Restricted Note for one or more Restricted Notes of any authorized
      denomination or denominations and of the same aggregate principal amount.
      Upon receipt by the principal Registrar of (1) such Restricted Note, duly
      endorsed as provided herein, (2) instructions from such Holder directing
      the principal Registrar to authenticate and deliver one or more Restricted
      Notes of the same aggregate principal amount as the Restricted Note to be
      exchanged, such instructions to contain the name or authorized
      denomination or denominations of the Restricted Notes to be so issued and
      appropriate delivery instructions, (3) a certificate from the Holder of
      the Restricted Note to be exchanged in the form of Exhibit 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, 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.

            (b) Except in connection with 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 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 


                                      -21-
<PAGE>   144

      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. With respect to any transfer or exchange of
      any Initial Note during the period of the effectiveness of a Shelf
      Registration Statement, the Company shall execute New Notes that do not
      have a Restricted Notes Legend and shall deliver such New Notes to the
      Trustee for authentication, as applicable.

            (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.

            (d) In any transfer, exchange or replacement of a Note or a
      beneficial interest therein contemplated by this Indenture, the Note
      issued in connection with such transfer, exchange or replacement or the
      Global Note that is reduced or increased in connection therewith shall
      have the same terms as (i) the Note presented or surrendered for transfer,
      exchange or replacement or in lieu of which such replacement Note was
      issued or (ii) the Global Note the beneficial interest in which is being
      transferred or exchanged.

SECTION 2.07. REPLACEMENT NOTES.

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

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

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

SECTION 2.08. OUTSTANDING NOTES.

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

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

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


                                      -22-
<PAGE>   145

      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.

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
      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.


                                      -23-
<PAGE>   146

SECTION 2.11. CANCELLATION.

      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 New Notes), it shall notify the Trustee of the redemption date and the
principal amount of Notes to be redeemed, and in connection with an Optional Tax
Redemption as provided in the Notes, 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:


                                      -24-
<PAGE>   147

            (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 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; 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.

      Subject to Section 7 of the Initial Notes and Section 6 of the New Notes,
the Company may redeem all or any portion of the Notes, in whole or in part, at
a redemption price equal to 100% of the principal amount thereof plus the
Specified Premium plus accrued and unpaid interest and Liquidated Damages
thereon, if any, to the applicable redemption date. The Company may also redeem
all of the Notes in accordance with the Optional Tax Redemption provision of the
Notes (Section 8 of the Initial 


                                      -25-
<PAGE>   148

Notes and Section 7 of the New 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 principal amount 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 an interest payment
      record date and (ii) 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;

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


                                      -26-
<PAGE>   149

            (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;

            (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 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 to the unpurchased portion of
      the Notes surrendered.

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

            (f) 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. 


                                      -27-
<PAGE>   150

      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 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 nationally 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.

                                   ARTICLE IV.
                                    COVENANTS

SECTION 4.01. PAYMENT OF NOTES.

      The Company shall pay the principal of, premium, if any, Liquidated
Damages, if any, and interest on, the Notes on the dates and in the manner
provided in the Notes. Principal, premium, if any, Liquidated Damages, if any,
and interest shall be considered paid on the date due if the Paying Agent (other
than the Company or an Affiliate of the Company) holds on that date money
designated for and sufficient to pay all principal of, premium, if any,
Liquidated Damages, if any, and interest then due. To the extent lawful, the
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on (i) overdue principal, Liquidated Damages, if any,
and premium, if any, at the applicable rate borne by the Notes, compounded
semiannually; and (ii) overdue installments of 


                                      -28-
<PAGE>   151

interest (without regard to any applicable grace period) at the same rate,
compounded semiannually. The Company shall pay all Liquidated Damages, if any,
in the same manner on the dates and in the amounts set forth in the Registration
Rights Agreement.

      The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace period) at the same
rate to the extent lawful.

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 Loan 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,
interest or Liquidated Damages, if any, on the Notes are prohibited.

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

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

      Immediately upon the occurrence of any event giving rise to the accrual of
Liquidated Damages 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 


                                      -29-
<PAGE>   152

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;

            (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.


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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 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 


                                      -31-
<PAGE>   154

      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

            (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.


                                      -32-
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      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 Loan 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 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 


                                      -33-
<PAGE>   156

      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;

            (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 was 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 


                                      -34-
<PAGE>   157

      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 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 


                                      -35-
<PAGE>   158

      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, and Liquidated Damages, if any, to 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 


                                      -36-
<PAGE>   159

      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).

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 


                                      -37-
<PAGE>   160

      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
      Loan 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;

                  (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:


                                      -38-
<PAGE>   161

            (i) Existing Indebtedness as in effect on the Loan 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
      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


                                      -39-
<PAGE>   162

      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, and Liquidated Damages, if any, to the date of 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, Liquidated Damages, or interest on the Notes is to be made, and at
least 10 days prior to any subsequent such date if there has been any change
with respect to the matters set forth in the Officers' Certificate described in
this Section 4.14, 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 New Notes)
with respect to such payment of principal, or of any premium, Liquidated
Damages, 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 pursuant to this Section 4.14.

      Whenever in this Indenture there is mentioned, in any context, the payment
of principal (and premium, if any, or Liquidated Damages, 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 New 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).

SECTION 4.15. EXCHANGE NOTE GUARANTEE.

      In the event that the Parent is incorporated or organized with respect to
the Company and its Subsidiaries, within five (5) Business Days of the date of
the incorporation or organization of the Parent, the Company shall deliver, or
cause to be delivered, to the Trustee (a) a guarantee (the "Exchange Note
Guarantee") executed by the Parent substantially in the form attached hereto as
Exhibit H, and (ii) opinions of counsel for the Parent substantially in the form
attached hereto as Exhibit I, and (c) such other certificates and documents
(including, but not limited to, a secretary's certificate, a certification of
the organizational document of the Parent certified by the Secretary of State of
the jurisdiction in which the Parent was incorporated or organized, and a good
standing certificate) as the Trustee shall deem to be reasonably necessary or
advisable, which certificates and document shall be in form and substance
satisfactory to the Trustee and its counsel.


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SECTION 4.16. EXCHANGE OF CERTIFICATED INITIAL NOTES OR CERTIFICATED NEW NOTES
FOR GLOBAL NOTES.

      Upon the request of the Administrative Agent, acting on behalf of the
holders of Bridge Notes and/or Holders of Initial Notes, or any Holder of an
Initial Note or a New Note, the Company shall as soon as is reasonably
practicable (i) enter into any necessary agreements with the Depositary in order
to deposit Global Notes representing Initial Notes and/or New Notes with the
Trustee, as custodian for the Depositary, file a PORTAL Application and obtain
CUSIP and CINS numbers, such Global Notes to be authenticated by the Trustee
upon a written order of the Company signed by two Officers and (ii) execute the
necessary Global Notes and deliver such Global Notes to the Trustee for
authentication. Thereafter, Holders of certificated Initial Notes or
certificated New Notes may exchange such certificated Initial Notes or
certificated New Notes with the Trustee for beneficial interests in the
applicable Global Note. Global Notes representing Initial Notes shall be issued
as Rule 144A Global Notes and/or Regulation S Global Notes, all as specified in
such written order.


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<PAGE>   164

                                   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

            (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,


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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, and Liquidated Damages, 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 or
      premium, if any, on 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 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 Loan Date, which default:

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

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

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


                                      -43-
<PAGE>   166

            (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 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 of, premium, if any, and interest on, and Liquidated
Damages, if any, with respect to, 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 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 


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<PAGE>   167

(Section 6 in the case of the New Notes), an equivalent premium shall, upon
demand of the Holders of at least 25% in principal amount of the then
outstanding Notes delivered to the Company and the Trustee, also become and be
immediately due and payable to the extent permitted by law, anything in this
Indenture or in the Notes contained to the contrary notwithstanding.

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, premium, if any,
Liquidated Damages, if any, 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.

      The Holders of a majority in principal amount of the then outstanding
Notes by notice to the Trustee may waive an existing Default or Event of Default
and its consequences except a continuing Default or Event of Default in the
payment of the principal of, premium, if any, and Liquidated Damages, if any, 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 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 of the then
      outstanding Notes make a request to the Trustee to pursue the remedy;

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

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

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


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      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 of, premium, Liquidated
Damages, if any, and interest on the Note, on or after the respective due dates
expressed in the Note, or to bring suit for the enforcement of any such payment
on or after such respective dates, shall not be impaired or affected without the
consent of the Holder made pursuant to this Section.

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


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<PAGE>   169

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 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.

            (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.


                                      -47-
<PAGE>   170

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


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      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, 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 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


                                      -49-
<PAGE>   172

            (d) the Trustee becomes incapable of acting.

      If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

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

      If the Trustee fails to comply with Section 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
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, (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 and (h)
indenture, dated as of November 6, 1998, 


                                      -50-
<PAGE>   173

between the Company and The Chase Manhattan Bank, as trustee, relating to the
Company's 123/8% 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 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.

      Subject to the first sentence of Section 3.07, 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. Subject to the first sentence of Section 3.07, 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 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, premium, if any,
      Liquidated Damages, if any, and interest, if any, on the outstanding Notes
      on the stated date for payment 


                                      -51-
<PAGE>   174

      thereof or on the applicable redemption date, as the case may be, of such
      principal or installment of principal of, premium, if any, Liquidated
      Damages, 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 Loan 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 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, premium, if any, Liquidated Damages, if any, or


                                      -52-
<PAGE>   175

interest (including Additional Amounts, if applicable) on the Notes, the U.S.
Government Obligations shall be payable as to principal, premium, if any,
Liquidated Damages, if any, 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, premium, if
any, Liquidated Damages, if any, 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 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, premium, if any, Liquidated
Damages, if any, 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
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 any premium or Liquidated Damages on, or principal 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;


                                      -53-
<PAGE>   176

            (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 Indenture or the Notes with the written consent of the Holders
of at least a majority in principal amount of the then outstanding Notes or, if
no Notes are outstanding, the holders of a majority in aggregate principal
amount of Bridge Notes then outstanding. Subject to Sections 6.04 and 6.07
hereof, the Holders of a majority in principal amount of the Notes then
outstanding or, if no Notes are outstanding, the holders of a majority in
aggregate principal amount of Bridge 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 or,
if no Notes are outstanding, the holders of at least a majority in aggregate
principal amount of Bridge Notes then outstanding, 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 New Note (other than provisions relating to the
      covenants described under Sections 4.10 and 4.13);

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

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

            (e) 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.


                                      -54-
<PAGE>   177

      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.

      The Trustee may conclusively rely on a written notice from the
Administrative Agent as to the identity of the holders of the Bridge Notes and
the principal amount of such Notes held by each such holder.

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 or, if no Notes are outstanding, a holder of a Bridge
Note, as applicable, is a continuing consent by the Holder of a Note or, if no
Notes are outstanding, a holder of a Bridge Note, as applicable, and every
subsequent Holder of a Note or portion of a Note and, if no Notes are
outstanding, every subsequent holder of a Bridge Note or portion of a Bridge
Note, as applicable, that evidences the same debt as the consenting Holder's
Note or consenting holder's Bridge Note, as applicable, even if notation of the
consent is not made on any Note or any Bridge Note. However, any such Holder or
subsequent Holder may revoke the consent as to his Note or portion of a Note,
and, if no Notes are outstanding, any such holder of a Bridge Note or subsequent
holder of a Bridge Note may revoke the consent as to his Bridge Note or portion
of a Bridge Note, if the Trustee receives the notice of revocation before the
date on which the Trustee receives an Officers' Certificate certifying that the
Holders of the requisite principal amount of Notes, or, if no Notes are
outstanding, the holders of the requisite principal amount of Bridge Notes, have
consented to the amendment, supplement or waiver.

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

      After an amendment, supplement or waiver becomes effective it shall bind
every Holder, unless it is of the type described in any of clauses (a) through
(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 replacement Notes that reflect the
amendment or waiver.


                                      -55-
<PAGE>   178

      Failure to make such notation on a Note or to issue a replacement 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 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).


                                      -56-
<PAGE>   179

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;

            (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.


                                      -57-
<PAGE>   180

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, of the year when the first Note is issued
under this Indenture and is registered in the name of a holder of record and
delivered pursuant to the terms of the Escrow Agreement.

      The reporting date for Section 7.06 hereof is March 15 of each year. The
first reporting date is March 15, of the year when the first Note is issued
under this Indenture and is registered in the name of a holder of record and
delivered pursuant to the terms of the Escrow Agreement.

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

      The Company's address is:

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


                                      -58-
<PAGE>   181

      The Trustee's address is:

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

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.


                                      -59-
<PAGE>   182

                                   SIGNATURES

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

                                    NTL INCORPORATED, as Company

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


                                    THE CHASE MANHATTAN BANK, as Trustee

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

<PAGE>   183

                                                                       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 REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR 

<PAGE>   184

(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 _____________________________. THE ISSUE PRICE OF
THIS NOTE IS $_______________ PER $1000.00 OF INITIAL PRINCIPAL AMOUNT AT
MATURITY. THIS NOTE IS ISSUED WITH $____________ OF ORIGINAL ISSUE DISCOUNT PER
$1000.00 OF INITIAL PRINCIPAL AMOUNT AT MATURITY. THE YIELD TO MATURITY OF THIS
NOTE IS _________%.


                                      A-2
<PAGE>   185

No. ________
                                                                     $__________

CUSIP No. [ ]                                                          /CINS No.

                      ____% SENIOR EXCHANGE NOTE DUE 20___

      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 ____________, 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:        August 1 and February 1, commencing on the first 
date following the issuance and authentication of this Note in exchange for 
Bridge Notes.

      Record Dates: July 15 and January 15

----------

*     Applicable to Global Notes Only


                                      A-3
<PAGE>   186

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

                                    Dated:____________________________

                                    NTL INCORPORATED

                                    by:_______________________________

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes described in the within-mentioned Indenture.

THE CHASE MANHATTAN BANK, as Trustee

By:______________________________
      Authorized Officer


                                      A-4
<PAGE>   187

                        [FORM OF REVERSE OF INITIAL NOTE]

                                NTL INCORPORATED

                       ___% Senior Exchange Note due 20__

      1. Interest. NTL INCORPORATED, a Delaware corporation (the "Company"), is
the issuer of the Senior Exchange Notes referred to in the title of this Note
and the other Notes contemplated by the Indenture referred to below
(collectively, the "Notes"). The Company promises to pay interest (and
Liquidated Damages, if any) on the Notes in cash semiannually on each August 1
and February 1, commencing on the first date following the issuance and
authentication of this Note in exchange for Bridge Notes, to Holders of record
on the immediately preceding July 15 and January 15, respectively, at the rate
per annum referred to in the title of this Note. Interest on the Notes will
accrue from the most recent date to which interest has been paid on the Notes,
provided that, with respect to the initial payment of interest, interest shall
accrue from the applicable Exchange Date. 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, premium, and Liquidated Damages, if any, at the applicable
interest 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 or
Liquidated Damages, if any, paid on this Note shall be increased to the extent
necessary to pay Additional Amounts as set forth in this Note.

      2. Liquidated Damages. The Holder of this Note is entitled to the benefits
of the Registration Rights Agreement relating to the Notes, dated as of March
17, 1999, between the Company and Goldman Sachs Credit Partners, L.P. party
thereto, as amended, modified or supplemented, (the "Registration Rights
Agreement").

      If (i) the registration statement (the "Registration Statement") required
by the Registration Rights Agreement is not filed with the SEC on or prior to
the 300th day following Funding Date A (the "Filing Date"), (ii) the
Registration Statement has not been declared effective by the SEC on or prior to
the 90th day immediately succeeding the Filing Date or (iii) the Registration
Statement required by the Registration Rights Agreement is filed and declared
effective but shall thereafter cease to be effective or fail to be usable for
its intended purpose without being succeeded immediately by a post-effective
amendment to the Registration Statement that cures such failure and that is
itself declared effective immediately (each such event referred to in clauses
(i) through (iii), a "Registration Default"), then the Company agrees to pay to
each holder of Notes liquidated damages ("Liquidated Damages") in an amount
equal to 25 basis points per annum times the principal amount of Notes for each
week or portion thereof that the Registration Default continues for the first
90-day period immediately following the occurrence of such Registration Default
(such 90-day period to begin on the date on which the first such Registration
Default occurs). The amount of such Liquidated Damages shall increase by an
additional 25 basis points per annum on the principal amount of Notes with
respect to each subsequent 90-day period until all Registration Defaults have
been cured, up to a maximum amount of Liquidated Damages of 100 basis points per
annum on the principal amount of Notes; provided that the Company shall in no
event be required to pay Liquidated Damages for more than one Registration
Default on any Notes, at any given time. All Liquidated Damages shall be
calculated based on the actual number of days elapsed in a 360 day year and all
accrued Liquidated Damages shall be paid on the applicable Interest Payment Date
in accordance with the Indenture to each holder of Notes as of the applicable
Record Date, in cash. Notwithstanding anything to the contrary set forth herein,
(1) upon filing the Registration Statement, in the case of (i) above, (2) upon
the effectiveness of the Registration Statement, in the case of (ii) above or
(3) upon the filing of a post-effective amendment to the Registration Statement
or an additional Registration Statement that causes the Registration Statement
to again be declared effective or made 


                                      A-5
<PAGE>   188

usable in the case of (iii) above, the Liquidated Damages payable with respect
to the Notes as a result of such clause (i), (ii) or (iii), as applicable, shall
cease to accrue.

      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 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 


                                      A-6
<PAGE>   189

      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, or Liquidated Damages with respect to, 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,
Liquidated Damages 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 and Liquidated
Damages, if any, on the Notes (except defaulted interest) to the Persons who are
registered Holders of Notes at the close of business on the record date for the
next interest payment date even though Notes are canceled after the record date
and on or before the interest payment date. Holders must surrender Notes to a
Paying Agent to collect principal and premium payments. The Company will pay
principal, premium and Liquidated Damages, 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 and
Liquidated Damages, 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, premium and Liquidated Damages, 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.

      6. Indenture. The Company issued the Notes under an Indenture, dated as of
March 17, 1999 (the "Indenture"), between the Company and The Chase Manhattan
Bank, as Trustee. The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by the Trust Indenture Act of 1939 (15 U.S.
Code (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 $1,350,000,000 in aggregate principal amount.

      7. Optional Redemption. Except as provided in Section 8 hereof, the Notes
are not redeemable at the Company's option prior to the fifth anniversary of
Funding Date A (as defined in the Indenture). 


                                      A-7
<PAGE>   190

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 price equal to 100% of the principal amount thereof
plus the Specified Premium plus accrued and unpaid interest thereon, plus the
Liquidated Damages thereon, if any, to the applicable redemption date.
"Specified Premium" means, with respect to each Note, (i) during the one-year
period commencing on the fifth anniversary of Funding Date A, the Specified
Premium shall equal a percentage of the principal amount of such Note equal to
50% of the fixed interest rate on such Note; and (ii) during each one-year
period commencing on the sixth anniversary of Funding Date A until the date that
is two years prior to the maturity of the applicable Note, the Specified Premium
referred to in clause (i) shall decline ratably. For example, if the fixed
interest rate on a Note having a maturity of 10 years was equal to 15%, then the
Specified Premium would equal (a) 7.5% during the one-year period commencing on
the fifth anniversary of Funding Date A and ending on the day prior to the sixth
anniversary of Funding Date A; (b) 5.0% during the one-year period commencing on
the sixth anniversary of Funding Date A and ending on the day prior to the
seventh anniversary of Funding Date A; (c) 2.5% during the one-year period
commencing on the seventh anniversary of Funding Date A and ending on the day
prior to the eighth anniversary of Funding Date A; (d) 0% during the one-year
period commencing on the eighth anniversary of Funding Date A and ending on the
day prior to the ninth anniversary of Funding Date A; and (e) 0% during the
one-year period commencing on the ninth anniversary of Funding Date A and ending
on the day prior to the tenth anniversary of Funding Date A.

      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 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 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 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


                                      A-8
<PAGE>   191

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.

      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, and
Liquidated Damages, if any, 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, and Liquidated Damages, if any, to the date fixed
for the closing of such 


                                      A-9
<PAGE>   192

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

      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 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 


                                      A-10
<PAGE>   193

majority in principal amount of the then outstanding Notes or, in either case,
if no Notes are outstanding, the holders of a majority in aggregate principal
amount of Bridge Notes then outstanding. 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-11
<PAGE>   194

      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-12
<PAGE>   195

                                 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 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-13
<PAGE>   196

                                                    ____________________________
                                                    Signature

Signature Guarantee*

_______________________________
Signature must be guaranteed

________________________________________________________________________________

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

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

Date: _____________________

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

                 NOTICE: To be executed by an executive officer


                                      A-14
<PAGE>   197

                       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-15
<PAGE>   198

                        [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>
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   principal        principal      amount of      officer of    following such
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  Global Note      Global Note        Note      Notes Custodian    increase
--------------------------------------------------------------------------------
<S>                 <C>             <C>           <C>               <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                      A-16
<PAGE>   199

                                                                       EXHIBIT B

                           [FORM OF FACE OF NEW 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.


                                      B-1
<PAGE>   200

                        [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 _____________________________. THE
ISSUE PRICE OF THIS NOTE IS $_______________ PER $1000.00 OF INITIAL PRINCIPAL
AMOUNT AT MATURITY. THIS NOTE IS ISSUED WITH $____________ OF ORIGINAL ISSUE
DISCOUNT PER $1000.00 OF INITIAL PRINCIPAL AMOUNT AT MATURITY. THE YIELD TO
MATURITY OF THIS NOTE IS _________%.

No. ___________                                                    $____________

                                                       CUSIP No. [ ]CINS No. [ ]

                  ____% SERIES B SENIOR EXCHANGE NOTE DUE 20__

      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 _________,
20___, 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:    August 1 and February 1, commencing on the first date
following the issuance and authentication of this Note in exchange for Bridge
Notes.

Record Dates:        July 15 and January 15

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

Dated: ________________

                                          NTL INCORPORATED,

                                          by:___________________________________

----------

****  Applicable to Global Notes only.


                                      B-2
<PAGE>   201

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes described in the within-mentioned Indenture.

THE CHASE MANHATTAN BANK, as Trustee

By: _____________________________________
       Authorized Officer


                                      B-3
<PAGE>   202

                          (FORM OF REVERSE OF NEW NOTE)

                                NTL INCORPORATED

                  ____% Series B Senior Exchange Note due 20___

      1. Interest. NTL INCORPORATED, a Delaware corporation (the "Company"), is
the issuer of the Series B Senior Exchange Notes referred to in the title of
this Note and the other Notes contemplated by the Indenture referred to below
(collectively, the "Notes"). The Company promises to pay interest on the Notes
in cash semiannually on each August 1 and February 1, commencing on the first
date following the issuance and authentication of this Note in exchange for
Bridge Notes to Holders of record on the immediately preceding July 15 and
August 15, respectively, at the rate per annum referred to in the title of this
Note. Interest on the Notes will accrue from the most recent date to which
interest has been paid on the Notes, provided that, with respect to the initial
payment of interest, interest shall accrue from the applicable Exchange Date.
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,
at the interest 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 required) for payment on a date more than
      30 days after the date on which such payment became 


                                      B-4
<PAGE>   203

      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. The Company will pay principal, 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, 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, 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.


                                      B-5
<PAGE>   204

      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
March 17, 1999 (the "Indenture"), between the Company and The Chase Manhattan
Bank, as Trustee. The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by the Trust Indenture Act of 1939 (15 U.S.
Code (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 $1,350,000,000 in aggregate principal amount.

      6. Optional Redemption. Except as provided in Section 7 herein, the Notes
are not redeemable at the Company's option prior to the fifth anniversary of
Funding Date A (as defined in the Indenture). 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 price equal to
100% of the principal amount thereof plus the Specified Premium plus accrued and
unpaid interest thereon, if any, to the applicable redemption date. "Specified
Premium" means, with respect to each Note, (i) during the one-year period
commencing on the fifth anniversary of Funding Date A, the Specified Premium
shall equal a percentage of the principal amount of such Note equal to 50% of
the fixed interest rate on such Note; and (ii) during each one-year period
commencing on the sixth anniversary of Funding Date A until the date that is two
years prior to the maturity of the applicable Note, the Specified Premium
referred to in clause (i) shall decline ratably. For example, if the fixed
interest rate on a Note having a maturity of 10 years was equal to 15% then the
Specified Premium would equal (a) 7.5% during the one-year period commencing on
the fifth anniversary of Funding Date A and ending on the day prior to the sixth
anniversary of Funding Date A; (b) 5.0% during the one-year period commencing on
the sixth anniversary of Funding Date A and ending on the day prior to the
seventh anniversary of Funding Date A; (c) 2.5% during the one-year period
commencing on the seventh anniversary of Funding Date A and ending on the day
prior to the eighth anniversary of Funding Date A; (d) 0% during the one-year
period commencing on the eighth anniversary of Funding Date A and ending on the
day prior to the ninth anniversary of Funding Date A; and (e) 0% during the
one-year period commencing on the ninth anniversary of Funding Date A and ending
on the day prior to the tenth anniversary of Funding Date A.

      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 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 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 


                                      B-6
<PAGE>   205

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 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.

      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


                                      B-7
<PAGE>   206

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. 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 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 of the then outstanding Notes by notice to the Company and the Trustee
may declare all the Notes to be due and payable immediately, except that in the
case of an Event of Default arising from certain events of bankruptcy or
insolvency, all unpaid principal and interest accrued on the Notes shall become
due and payable immediately without further action or notice. The Holders of a
majority in principal amount of the Notes then outstanding by written notice to
the Trustee may rescind an acceleration and its consequences if the rescission
would not conflict with any judgment or decree and if 


                                      B-8
<PAGE>   207

all existing Events of Default have been cured or waived except nonpayment of
principal or interest that has become due solely because of the acceleration.
Holders may not enforce the Indenture or the Notes as provided in the Indenture.
Subject to certain limitations, Holders of a majority in principal amount of the
then outstanding Notes issued under the Indenture may direct the Trustee in its
exercise of any trust or power. The Company must furnish annually compliance
certificates to the Trustee. The above description of Events of Default and
remedies is qualified by reference, and subject in its entirety, to the more
complete description thereof contained in the Indenture.

      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 of the then outstanding
Notes (including consents obtained in connection with a tender offer or exchange
offer for Notes), and any existing default may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes or, in
either case, if no Notes are outstanding, the holders of a majority in aggregate
principal amount of Bridge Notes then outstanding. 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 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).


                                      B-9
<PAGE>   208

      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-10
<PAGE>   209

                               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-11
<PAGE>   210

                       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-12
<PAGE>   211

                                   SCHEDULE A

                          SCHEDULE OF PRINCIPAL AMOUNT

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

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

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

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


                                      B-13
<PAGE>   212

                                                                       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 _____% Senior Exchange Notes due 20__ (the
"Notes")

            Reference is hereby made to the Indenture, dated as of March 17,
1999 (the "Indenture"), between NTL Incorporated, as Issuer, and The Chase
Manhattan Bank, as Trustee.

            This letter relates to $[   ] aggregate principal amount 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 of Rule 903(c)(2) or (3) or Rule 904(c)(1) of
Regulation S are applicable thereto, we confirm that such 


                                      C-1
<PAGE>   213

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-2
<PAGE>   214

                                                                       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 ____% Senior Exchange Notes due 20__ (the
"Notes")

            Reference is hereby made to the Indenture, dated as of March 17,
1999 (the "Indenture"), between NTL Incorporated, as Issuer, and The Chase
Manhattan Bank, as Trustee. Capitalized terms used but not defined herein shall
have the respective meanings given them in the Indenture.

            This letter relates to $[   ] aggregate principal amount of Notes
which are held in the form of 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-1
<PAGE>   215

                                                                       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 ____% Senior Exchange Notes due 20__ (the
"Notes")

      Reference is hereby made to the Indenture, dated as of March 17, 1999 (the
"Indenture"), between NTL Incorporated, as Issuer, and The Chase Manhattan Bank,
as Trustee. Capitalized terms used but not defined herein shall have the
respective meanings given them in the Indenture.

      This letter relates to $[ ] aggregate principal amount of Notes which are
held [in the form of 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-1
<PAGE>   216

                                                                       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 _____% Senior Exchange Notes due 20__
                (the "Notes")

      Reference is hereby made to the Indenture, dated as of March 17, 1999 (the
"Indenture), between NTL Incorporated, as Issuer, and [The Chase Manhattan
Bank], as Trustee. Capitalized terms used but not defined herein shall have the
respective meanings given them in the Indenture.

      This letter relates to $[   ] aggregate principal amount of Notes which 
are held [in the form of 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, able to bear the economic risk of our proposed investment in the
Notes.

----------

* Insert and modify if appropriate


                                      F-1
<PAGE>   217

      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 of not less than $100,000
and, if such transfer is in respect of an aggregate principal amount 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 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 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 


                                      F-2
<PAGE>   218

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-3
<PAGE>   219

                                                                       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 _____% Senior Exchange Notes due 20__ (the "Notes")

      Reference is hereby made to the Indenture, dated as of March 17, 1999 (the
"Indenture"), between NTL Incorporated, as Issuer, and [The Chase Manhattan
Bank], as Trustee. Capitalized terms used but not defined herein shall have the
respective meanings given them in the Indenture.

      This certificate relates to $[   ] aggregate principal amount 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 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, 


                                      G-1
<PAGE>   220

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-2
<PAGE>   221
                                                                     EXHIBIT F-1



          [FORM OF OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]





                                 March 17, 1999



Goldman, Sachs Credit Partners, L.P.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY  10004,
      as Administrative Agent
The Lenders listed on Schedule I attached hereto

            Re:   NTL Incorporated

            We have acted as special counsel to NTL Incorporated, a Delaware
corporation (the "Borrower"), in connection with the execution and delivery of
that certain Bridge Loan Agreement, dated as of March 17, 1999 (the "Bridge Loan
Agree ment"), among the Borrower, the lenders named therein and Goldman Sachs
Credit Partners L.P., as arranger and administrative agent (the "Administrative
Agent"). This opinion is being delivered to you pursuant to Section 5.11(i) of
the Bridge Loan Agree ment. Capitalized terms used herein and not otherwise
defined herein shall have the same meanings herein as ascribed thereto in the
Bridge Loan Agreement.

            In rendering the opinions set forth below, we have examined and
relied on originals or copies, certified or otherwise identified to our
satisfaction, of the following:

            (a)   the Bridge Loan Agreement;

            (b)   the Bridge Notes;

            (c)   the Registration Rights Agreement;

            (d)   the Escrow Agreement;


<PAGE>   222


Goldman Sachs Credit Partners, L.P.
March 17, 1999
Page 2




            (e)   the Exchange Note Indenture;

            (f)   the Exchange Notes;

            (g)   the Engagement Letter;

            (h)   the Fee Letter;

            (i) the Certificate of Incorporation and By-Laws of the Borrower, as
currently in effect;

            (j) certain resolutions of the Board of Directors of the Borrower
relating to the Loan Documents and the transactions contemplated thereby;

            (k) a certificate of good standing from the Secretary of State of
the State of Delaware as to the good standing of the Borrower in such
jurisdiction;

            (l) certificates and telegrams from public officials in the
jurisdictions listed on Schedule II as to the good standing of the Borrower as a
foreign corporation in each such jurisdiction; and

            (m) such other documents as we have deemed necessary or appropriate
as a basis for the opinions set forth below.

            The documents referred to in clauses (a) through (h) above are
hereinafter referred to collectively as the "Operative Documents". For purposes
of this opinion (i) the term "Applicable Laws" shall mean the General
Corporation Law of Delaware and those laws, rules and regulations of the State
of New York and of the United States of America (including, without limitation,
Regulations T, U and X of the Board of Gover nors of the Federal Reserve System)
which, in our experience, are normally applicable to transactions of the type
contemplated by the Operative Documents, (ii) the term "Gov ernmental Approval"
means any consent, approval, license, authorization or validation of, or filing,
recording or registration with, any state or federal executive, legislative,
judicial, administrative, or regulatory body which, in our experience, are
normally applicable to transactions of the type contemplated by the Operative
Documents pursuant to Applicable Laws, (iii) the term "Applicable Contract"
shall mean those agreements or


<PAGE>   223


Goldman Sachs Credit Partners, L.P.
March 17, 1999
Page 3



instruments governing the Borrower's material indebtedness and the primary
agreement governing the acquisition of the Acquired Business, each as set forth
on Schedule III hereto and which have been identified to us as such by the
Borrower in the Borrower's Certificate (as hereinafter defined), (iv)
"Governmental Authorities" means any court, regulatory body, administrative
agency, or governmental body of the State of Delaware, the State of New York or
the United States of America having jurisdiction over the Borrower or any of its
subsidiaries under Applicable Laws, and (iv) the term "Applicable Orders" means
those judgments, orders or decrees of any Governmental Authorities specifically
identified to us by the Borrower to be applicable to the Borrower or any of its
subsidiaries, as identified on Schedule IV hereto.

            In our examination we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such copies. As to any facts material to this
opinion which we did not independently establish or verify, we have relied upon
statements and representations of the Borrower and its officers and other
representatives, and of others. In particular, we have also reviewed, and are
relying upon as to factual matters as a basis for the opinions set forth herein,
a certificate (the "Borrower's Certificate") of the President, Chief Executive
Officer and Chief Financial Officer of the Borrower certifying that, among other
things, the proceeds of the Bridge Loans, the issuance of the Bridge Notes and
the Exchange Notes will be used by the Borrower in accordance with the
applicable provisions of the relevant Applicable Contracts.

            We do not express any opinion as to the laws of any jurisdiction
other than (i) the laws of the State of New York, (ii) the General Corporation
Law of the State of Delaware and (iii) the federal laws of the United States of
America to the extent specifically referred to herein.

            The opinions set forth below are subject to the following
assumptions and qualifications:

            (a) the opinions set forth in paragraph 5 are based in part upon the
matters set forth in the Borrower's Certificate, without our having made any
independent investigation or verification of such matters;


<PAGE>   224


Goldman Sachs Credit Partners, L.P.
March 17, 1999
Page 4



            (b) enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally and by general principles of equity (regardless of whether enforcement
is sought in equity or at law);

            (c) we express no opinion as to the applicability or effect of any
fraudulent transfer or similar law on the opinions expressed below, any
provision of the Operative Documents or any transaction contemplated thereby;

            (d) we express no opinion as to any provision of the Operative
Documents that purports to grant participants of the Lenders rights of set-off
against the Borrower or as to whether any affiliate or branch of the
Administrative Agent or any Lender has a right of set-off against the Borrower
pursuant to the Operative Documents;

            (e) we express no opinion as to the effect on the opinions expressed
herein of (i) the compliance or noncompliance of the Administrative Agent, any
of the Lenders or any other party (other than the Borrower) to the Operative
Documents with any state, federal or other laws or regulations applicable to
them or (ii) the legal or regulatory status or nature of the business of the
Administrative Agent, any of the Lenders or any such other party;

            (f) we have assumed each of the Operative Documents constitutes a
valid and binding obligation of each party to such Operative Document (other
than the Borrower) enforceable against such party (other than the Borrower) in
accordance with its terms; and

            (g) we express no opinion as to the enforceability of any rights to
contribution or indemnification which are violative of the public policy
underlying any law, rule or regulation (including, without limitation, any
federal or state securities law, rule or regulation).

            In rendering the opinions expressed below, we have assumed, without
any independent investigation or verification of any kind, that:

            (a) the execution, delivery and performance by the Borrower of the
Operative Documents and the consummation of the transactions contemplated
thereby do not and will not conflict with, contravene, violate or constitute a
default under (i) any


<PAGE>   225


Goldman Sachs Credit Partners, L.P.
March 17, 1999
Page 5



lease, indenture, instrument or other agreement to which the Borrower or its
property is subject (other than the Applicable Contracts as to which we express
our opinion in paragraph 5 herein), (ii) any rule, law or regulation to which
the Borrower is subject (other than Applicable Laws as to which we express our
opinion in paragraph 5 herein) or (iii) any judicial or administrative order or
decree of any governmental authority (other than Applicable Orders as to which
we express our opinion in paragraph 5 herein); and

            (b) no authorization, consent or other approval of, notice to or
filing with any court, governmental authority or regulatory body (other than
Governmental Approvals as to which we express our opinion in paragraph 5 herein)
is required to authorize or is required in connection with the execution,
delivery or performance by the Borrower of the Operative Documents or the
transactions contemplated thereby.

            Based upon the foregoing and subject to the assumptions and
qualifica tions set forth herein, we are of the opinion that:

            1. The Borrower has been duly incorporated and is validly existing
and is in good standing as a corporation under the laws of the State of
Delaware.

            2. Based solely on certificates from the Secretary of State of the
applicable jurisdiction, the Borrower is duly qualified as a foreign corporation
to transact business and is in good standing in each jurisdiction listed in the
Borrower's Certificate attached as Exhibit A hereto.

            3. The Borrower has full corporate power and authority to execute,
deliver and perform the Operative Documents.

            4. The Borrower has taken all necessary corporate action to
authorize the execution, delivery and performance by it of the Operative
Documents.

            5. The execution, delivery and performance of the Operative
Documents by the Borrower, compliance by the Borrower with the terms thereof and
the consummation by the Borrower of the transactions contemplated thereby will
not (i) conflict with the Certificate of Incorporation or By-laws of the
Borrower, (ii) constitute a violation of, or a default under the terms of any
Applicable Contract (except we do not express any opinion as to any covenant,
restriction or provision of any such agreement or instrument with respect to
financial ratios or tests), (iii) result in the creation or imposi-


<PAGE>   226


Goldman Sachs Credit Partners, L.P.
March 17, 1999
Page 6


tion of any Lien upon property or assets of the Borrower pursuant to the terms
of any Applicable Contract, (iv) contravene any provision of any Applicable Laws
or Applicable Orders or (v) require any Governmental Approval, except such as
have been obtained or made on or prior to the date hereof, such as may be
required in connection with the registration under the Securities Act of the
Exchange Notes in accordance with the Registration Rights Agreement.

            6. Each of the Operative Documents (other than the Exchange Notes)
has been duly authorized, executed and delivered by the Borrower and constitutes
a valid and binding obligation of the Borrower enforceable against the Borrower
in accordance with its terms, except that the waiver contained in Section 4.6 of
the Bridge Loan Agreement and Section 4.04 of the Exchange Note Indenture may be
unenforceable.

            7. The Exchange Notes have been duly authorized, executed and
delivered by the Borrower and, assuming due authentication in accordance with
the terms of the Exchange Indenture by the Exchange Trustee, upon delivery to
the holders of Bridge Loans, in exchange for Bridge Notes, will constitute
legal, valid and binding obligations of the Borrower entitled to the benefits of
the Exchange Note Indenture and enforceable against the Borrower in accordance
with their terms, except that the waiver contained in Section 4.04 of the
Exchange Note Indenture may be unenforceable.

            8. No registration of the Bridge Loans, the Bridge Notes or the
Exchange Notes under the Securities Act of 1933, as amended, is required for the
funding of the Bridge Loans and the issuance of the Bridge Notes and the
Exchange Notes, except such as may be required in connection with the
registration under the Securities Act of the Exchange Notes in accordance with
the Registration Rights Agreement, and, in each case, in the manner contemplated
by the Bridge Loan Agreement and the Escrow Agreement, as applicable. We express
no opinion, however, as to when or under what circumstances the Bridge Loans,
the Bridge Notes or the Exchange Notes subsequently may be resold.

            9. The Borrower is not and, upon the issuance of the Bridge Notes
and the Exchange Notes and the application of the net proceeds to the Borrower
of such issuance, will not be an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.


<PAGE>   227


Goldman Sachs Credit Partners, L.P.
March 17, 1999
Page 7



            10. None of the transactions contemplated by the Bridge Loan
Agreement, including, without limitation, the use of the proceeds of the Bridge
Loans provided for in the Loan Documents, will violate or result in a violation
of Section 7 of the Securities Exchange Act of 1934, as amended, any regulations
issued pursuant thereto, or regulations T, U or X of the Board of Governors of
the Federal Reserve System.

            This opinion is being furnished only to the addressees named above
in connection with the satisfaction of the condition precedent specified in
Section 5.11 of the Bridge Loan Agreement and is solely for their benefit and is
not to be used or relied upon by any other person or for any other purpose
without our prior written consent, except that any financial institution who
becomes a "Lender" in accordance with Section 6.2 of the Bridge Loan Agreement
(as from time to time amended) may rely on this opinion as if addressed and
delivered to that financial institution on the date hereof.

                                Very truly yours,


<PAGE>   228


                                                                      Schedule I


                                     Lenders

Goldman Sachs Credit Partners, L.P.


<PAGE>   229


                                                                     Schedule II


                              Foreign Jurisdictions

<TABLE>
<CAPTION>
Name                                                        Jurisdiction
----                                                        ------------
<S>                                                         <C>
NTL Incorporated                                              New Jersey
                                                                New York
</TABLE>


<PAGE>   230


                                                                    Schedule III

                              Applicable Contracts


1. Indenture, dated as of April 20, 1995 between the Borrower and Chemical Bank,
as Trustee governing the Borrower's 12 3/4% Senior Deferred Coupon Notes Due
2005, as amended by a First Supplemental Indenture, dated as of January 22,
1996, between the Borrower and Chemical Bank, as Trustee, as further amended by
a Second Supplemental Indenture, dated as of October 14, 1998, between the
Borrower and The Chase Manhattan Bank, as Trustee.

2. Indenture, dated as of January 30, 1996, between the Borrower and Chemical
Bank, as Trustee governing the Borrower's 11 1/2% Senior Deferred Coupon Notes
Due 2006 as amended by a First Supplemental Indenture, dated October 14, 1998,
between the Borrower and The Chase Manhattan Bank, as Trustee.

3. Indenture, dated as of June 12, 1996, between the Borrower and Chemical Bank,
as Trustee governing the Borrower's 7% Convertible Subordinated Notes Due 2008.

4. Indenture, dated as of February 12, 1997, between the Borrower and The Chase
Manhattan Bank, as Trustee governing the Borrower's 10% Senior Notes Due 2007,
as amended by a First Supplemental Indenture, dated as of October 14, 1998,
between the Borrower and The Chase Manhattan Bank, as Trustee.

5. Indenture, dated as of March 13, 1998, between the Borrower and The Chase
Manhattan Bank, as Trustee governing the Borrower's 9 1/2% Sterling Senior Notes
Due 2008.

6. Indenture, dated as of March 13, 1998, between the Borrower and The Chase
Manhattan Bank, as Trustee governing the Borrower's 10 3/4% Sterling Senior
Deferred Coupon Notes Due 2008.

7. Indenture, dated as of March 13, 1998, between the Borrower and The Chase
Manhattan Bank, as Trustee governing the Borrower's 9 3/4% Senior Deferred
Coupon Notes Due 2008.

8. Share Exchange Agreement, dated as of June 16, 1998, among the Borrower and
the shareholders of Diamond Cable Communications Plc. signatories thereto.

9. Indenture, dated as of November 2, 1998, between the Borrower and The Chase
Manhattan Bank, as Trustee governing the Borrower's 111/2% Senior Notes due
2008.


<PAGE>   231


10. Indenture, dated as of November 6,1998, between the Borrower and The Chase
Manhattan Bank, as Trustee governing the Borrower's 12 3/8% Senior Deferred
Coupon Notes due 2008.

11. Indenture, dated as of December 16, 1998, between the Borrower and The Chase
Manhattan Bank, as Trustee governing the Borrower's 7% Convertible Subordinated
Notes due 2008.


<PAGE>   232


                                                                     Schedule IV

                                Applicable Orders


                                      None.


<PAGE>   233


                                                                       Exhibit A


                                NTL INCORPORATED

                              OFFICER'S CERTIFICATE


            The undersigned certifies that he is a duly elected and authorized
officer of NTL Incorporated, a Delaware corporation (the "Borrower"), and that
as such he is authorized to execute this certificate on behalf of the Borrower.

            The undersigned acknowledges that pursuant to Section 5.11 of the
Bridge Loan Agreement, Skadden, Arps, Slate, Meagher & Flom LLP ("SASM&F") is
rendering a legal opinion to the Administrative Agent and the Lenders (the
"Opinion"). The undersigned further understands that SASM&F is relying on this
officer's certificate and the statements made herein in rendering the Opinion
and the Lenders are relying on clauses (iv) and (v) of this officer's
certificate being provided in connection with the Opinion and the Loan
Documents. Capitalized terms used herein and not otherwise defined herein shall
have the same meanings herein as ascribed thereto in the Opinion.

            With regard to the foregoing, the undersigned further certifies that
on behalf of the Borrower and its subsidiaries:

            (i) the undersigned is familiar with the covenants contained in each
of the Applicable Contracts.

            (ii) due inquiry has been made of all persons deemed necessary or
appropriate to verify or confirm the statements contained herein.

            (iii) all the proceeds of the Bridge Loans, Bridge Notes and
Exchange Notes will be used in accordance with the applicable provisions of each
of the relevant Applicable Contracts; without limiting the generality of the
foregoing, each of the Diamond Notes constitutes Permitted Acquired Debt (as
defined in the Borrower's Applicable Contracts relating to its 9 1/2% Notes, 9
3/4% Notes, 10% Notes, 10 3/4% Notes, 11 1/2% Deferred Coupon Notes, 11 1/2%
Notes, 12 3/4% Notes and 12 3/8% Notes).

            (iv) Set forth on Schedule I hereto are all of the agreements or
instru ments governing the Borrower's material indebtedness and the primary
agreement governing the acquisition of the Acquired Business.

            (v) Set forth on Schedule II hereto are all of the orders, judgments
and decrees of any governmental authority which are material to the business or
property of the Borrower.


<PAGE>   234


            (vi) Set forth on Schedule III hereto are all of the jurisdictions
in which the Borrower is qualified to do business as a foreign corporation.

            (vii) The value of all securities owned by the Borrower (excluding
those issued by majority-owned Subsidiaries of the Borrower) does not exceed 10%
of the value of the Borrower's total assets.

            (viii)Less than 25 percent of the assets of the Borrower on a
consoli dated basis and on an unconsolidated basis consist of margin stock (as
such term is defined in Regulation U of the Board of Governors of the Federal
Reserve System).

            (ix) The Borrower (a) is primarily engaged, directly or through a
wholly-owned subsidiary or subsidiaries, in a business or businesses other than
that of investing, reinvesting, owning, holding or trading in securities and (b)
is not engaged and does not propose to engage in the business of investing,
reinvesting, owning, holding or trading in securities, and does not own or
propose to acquire investment securities having a value exceeding 40 percent of
the value of the Borrower's total assets (exclusive of government securities and
cash items) on an unconsolidated basis.

            IN WITNESS WHEREOF, the undersigned has executed this certificate
this th day of March, 1999.



                                    By:_______________________________
                                       Name:  J. Barclay Knapp
                                       Title: President, Chief Executive
                                                Officer and Chief
                                                Financial Officer


<PAGE>   235


                                                                      Schedule I

                              Applicable Contracts


1. Indenture, dated as of April 20, 1995 between the Borrower and Chemical Bank,
as Trustee governing the Borrower's 12 3/4% Senior Deferred Coupon Notes Due
2005, as amended by a First Supplemental Indenture, dated as of January 22,
1996, between the Borrower and Chemical Bank, as Trustee, as further amended by
a Second Supplemental Indenture, dated as of October 14, 1998, between the
Borrower and The Chase Manhattan Bank, as Trustee.

2. Indenture, dated as of January 30, 1996, between the Borrower and Chemical
Bank, as Trustee governing the Borrower's 11 1/2% Senior Deferred Coupon Notes
Due 2006 as amended by a First Supplemental Indenture, dated October 14, 1998,
between the Borrower and The Chase Manhattan Bank, as Trustee.

3. Indenture, dated as of June 12, 1996, between the Borrower and Chemical Bank,
as Trustee governing the Borrower's 7% Convertible Subordinated Notes Due 2008.

4. Indenture, dated as of February 12, 1997, between the Borrower and The Chase
Manhattan Bank, as Trustee governing the Borrower's 10% Senior Notes Due 2007,
as amended by a First Supplemental Indenture, dated as of October 14, 1998,
between the Borrower and The Chase Manhattan Bank, as Trustee.

5. Indenture, dated as of March 13, 1998, between the Borrower and The Chase
Manhattan Bank, as Trustee governing the Borrower's 9 1/2% Sterling Senior Notes
Due 2008.

6. Indenture, dated as of March 13, 1998, between the Borrower and The Chase
Manhattan Bank, as Trustee governing the Borrower's 10 3/4% Sterling Senior
Deferred Coupon Notes Due 2008.

7. Indenture, dated as of March 13, 1998, between the Borrower and The Chase
Manhattan Bank, as Trustee governing the Borrower's 9 3/4% Senior Deferred
Coupon Notes Due 2008.

8. Share Exchange Agreement, dated as of June 16, 1998, among the Borrower and
the shareholders of Diamond Cable Communications Plc. signatories thereto.

9. Indenture, dated as of November 2, 1998, between the Borrower and The Chase
Manhattan Bank, as Trustee governing the Borrower's 111/2% Senior Notes due
2008.


<PAGE>   236


10.Indenture, dated as of November 6,1998, between the Borrower and The Chase
Manhattan Bank, as Trustee governing the Borrower's 12 3/8% Senior Deferred
Coupon Notes due 2008.

11.Indenture, dated as of December 16, 1998, between the Borrower and The Chase
Manhattan Bank, as Trustee governing the Borrower's 7% Convertible Subordinated
Notes due 2008.


<PAGE>   237


                                                                     Schedule II

                                Applicable Orders



                                      None.


<PAGE>   238


                                                                    Schedule III


                              Foreign Jurisdictions

<TABLE>
<CAPTION>
Name                                                        Jurisdiction
----                                                        ------------
<S>                                                         <C>
NTL Incorporated                                              New Jersey
                                                                New York
</TABLE>

<PAGE>   239
                                                                     EXHIBIT F-2


                        [FORM OF GENERAL COUNSEL OPINION]




                                          [March     , 1999]



Goldman, Sachs Credit Partners, L.P.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY  10004,
      as Administrative Agent
The Lenders listed on Schedule I attached hereto

            Re:   NTL Incorporated

Ladies and Gentleman:

            I am the General Counsel to NTL Incorporated, a Delaware corporation
(the "Borrower"), and have so acted in connection with the execution and
delivery of that certain Bridge Loan Agreement, dated as of March __, 1999 (the
"Bridge Loan Agree ment"), among the Borrower and Goldman Sachs Credit Partners
L.P., as arranger and administrative agent (the "Administrative Agent"). This
opinion is being delivered to you pursuant to Section 5.11 of the Bridge Loan
Agreement. Capitalized terms used herein and not otherwise defined herein shall
have the same meanings herein as ascribed thereto in the Bridge Loan Agreement.

            In rendering the opinions set forth below, I have examined and
relied on originals or copies, certified or otherwise identified to our
satisfaction, of the following:

            (a) the Bridge Loan Agreement;

            (b) the Bridge Notes;

            (c) the Registration Rights Agreement;


<PAGE>   240


Goldman Sachs Credit Partners, L.P.
March    , 1999
Page 2



            (d) the Escrow Agreement;

            (e) the Exchange Note Indenture;

            (f) the Exchange Notes; and

            (g) such other documents as I have deemed necessary or appropriate
as a basis for the opinions set forth below.

            The documents referred to in clauses (a) through (f) above are
hereinafter referred to collectively as the "Operative Documents".

            In my examination I have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies, and the
authenticity of the originals of such copies. As to any facts material to this
opinion which I did not independently establish or verify, I have relied upon
statements and representations of the Borrower and its officers and other
representatives, and of others.

            I do not express any opinion as to the laws of any jurisdiction
other than the laws of the State of New York.

            Based upon the foregoing and subject to the assumptions and
qualifica tions set forth herein, I am of the opinion that:

            1. Except as set forth on Schedule 3.13 to the Bridge Loan Agree
ment, to my actual knowledge, there are no legal or governmental proceedings
pending or threatened against the Borrower or any of its subsidiaries, or to
which any of their respective properties is subject, that could reasonable be
expected to have a Material Adverse Effect.

            2. To my actual knowledge, neither the Borrower nor any Subsidiary
(i) is in default (which default has not been waived) under any agreement,
document or instrument to which it is a party or by which it or any of its
assets is bound or (ii) is in violation of any law, rule, regulation, judgement,
writ, determination, order, decree or


<PAGE>   241


Goldman Sachs Credit Partners, L.P.
March    , 1999
Page 3


arbitral award to which the Borrower or any Subsidiary is a party or by which
the Borrower or any Subsidiary or any of their respective properties is bound,
which default or violation, as the case may be, would constitute a Default or
Event of Default under the Bridge Loan Agreement or otherwise could reasonably
be expected to have a Material Adverse Effect.

            This opinion is being furnished only to the addressees named above
in connection with the satisfaction of the condition precedent specified in
Section 5.11 of the Bridge Loan Agreement and is solely for their benefit and is
not to be used or relied upon by any other person or for any other purpose
without our prior written consent, except that any financial institution who
becomes a "Lender" in accordance with Section 6.2 of the Bridge Loan Agreement
(as from time to time amended) may rely on this opin ion as if addressed and
delivered to that financial institution on the date hereof.

                                Very truly yours,



                                By:______________________________
                                   Richard J. Lubasch
                                   General Counsel


<PAGE>   242

                                                                     EXHIBIT G-1

                          FORM OF BRIDGE NOTE GUARANTEE

            THIS GUARANTEE (as amended, supplemented, amended and restated or
otherwise modified from time to time, this "Guarantee") is made and entered into
as of ____________, ____, by ________________, a _____________ corporation (the
"Guarantor"), in favor of GOLDMAN SACHS CREDIT PARTNERS, L.P., in its capacity
as administrative agent (in such capacity, the "Administrative Agent"), for the
benefit of the Lenders (as defined below) of the Bridge Notes issued pursuant to
that certain Bridge Loan Agreement, dated as of March 17, 1999 (the "Bridge Loan
Agreement"), among NTL Incorporated, a Delaware corporation (the "Borrower"),
the Lenders party thereto and Goldman Sachs Credit Partners, L.P., as
Administrative Agent. The Administrative Agent and the Lenders are referred to
herein as, the "Guaranteed Parties"). Capitalized terms used herein and not
otherwise defined shall have the meanings given in the Bridge Loan Agreement.

                                    RECITALS

            The Guarantor will derive significant direct and indirect benefits
from the issuance of the Bridge Notes pursuant to the Bridge Loan Agreement.

                                    AGREEMENT

            NOW THEREFORE, in consideration of the promises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Guarantor hereby agrees with the Administrative Agent for its
benefit and the ratable benefit of the Guaranteed Parties as follows:

            SECTION 1. THE GUARANTEE. The guarantee of the Guarantor hereunder
is as follows:

            Section 1.1. Guarantee. Subject to Section 1.2, the Guarantor hereby
unconditionally, absolutely and irrevocably guarantees to the Guaranteed Parties
and their successors, endorsees, transferees and assigns, the prompt payment
(whether at stated maturity, on mandatory prepayment, by acceleration or
otherwise) and performance of all of the Obligations of the Borrower under the
Bridge Loan Agreement and the other Loan Documents (the "Guaranteed
Obligations"). The Guarantor agrees that this Guarantee is a guaranty of payment
and performance and not of collection, and that its obligations under this
Guarantee shall be joint and several with any other Persons which may at any
time or from time to time be or become directly or indirectly financially
responsible to the Guaranteed Parties with respect to the Guaranteed Obligations
and shall be under all circumstances primary, absolute and unconditional,
irrespective of, and unaffected by:

            (a) the genuineness, validity, regularity, enforceability or any
future amendment of, or change in, this Guarantee, the Bridge Loan Agreement,
any other Loan 

<PAGE>   243

Document or other agreement, document or instrument to which the Borrower is or
are or may become a party;

            (b) the absence of any action to enforce this Guarantee, the Bridge
Loan Agreement, any other Loan Document or the waiver or consent by the
Guaranteed Parties with respect to any of the provisions hereof or thereof;

            (c) [intentionally omitted]

            (d) any bankruptcy, insolvency, reorganization, arrangement,
adjustment, composition, liquidation or the like of the Borrower including, but
not limited to, (i) any Guaranteed Party's election, in any proceeding
instituted under Title 11 of the United States Code (11 U.S.C. ss. 101 et seq.)
or any replacement or supplemental federal statutes dealing with the bankruptcy
of debtors (the "Bankruptcy Code"), of the application of Section 1111(b)(2) or
any successor provision of the Bankruptcy Code, (ii) any borrowing, issuance of
notes or grant of a lien by the Borrower as debtor-in-possession, under Section
364 of the Bankruptcy Code, or (iii) the disallowance of all or any portion of
any Guaranteed Party's claim(s) for repayment of the Guaranteed Obligations
under Section 502 of the Bankruptcy Code;

            (e) any merger or consolidation of the Borrower into or with any
other Person, or any sale, lease or transfer of any or all of the assets of the
Borrower to any other Person;

            (f) any circumstance which might constitute a defense available to,
or a discharge of the Borrower;

            (g) any sale, transfer or other disposition of any stock, limited
liability company interests, partnership interests or other ownership interests
of the Borrower;

            (h) absence of any notice to, or knowledge by, the Guarantor of the
existence or occurrence of any of the matters or events set forth in the
foregoing clauses (a) through (g); or

            (i) any other fact or circumstance which might otherwise constitute
a defense available to, or a discharge of, a surety or guarantor;

it being agreed by the Guarantor that its obligations under this Guarantee shall
not be discharged until the payment in immediately available funds and
performance, in full, of the Guaranteed Obligations or written release of the
Guarantor by the Guaranteed Parties, whichever shall occur first. The Guarantor
shall be regarded, and shall be in the same position, as principal debtor with
respect to the Guaranteed Obligations and specifically agrees that,
notwithstanding any discharge of the Borrower, any other Person or the operation
of any other provision of the Bankruptcy Code with respect to the Guaranteed
Obligations or any such Persons, the Guarantor shall be fully responsible for
paying all interest which may at any time accrue with respect to the Guaranteed
Obligations or which would accrue but for the operation of any provision of or
doctrine with respect to the Bankruptcy Code and whether or not an allowed
claim. The Guarantor expressly waives all rights it may have now or in the
future under any statute, or at common law, or at law or in equity, or
otherwise, to compel the Guaranteed Parties to proceed in respect of the
Guaranteed Obligations against the Borrower or any other Person before
proceeding against, or as a condition to proceeding against, the Guarantor. The
Guarantor agrees 


                                       2
<PAGE>   244

that any notice or directive given at any time to the Guaranteed Parties which
is inconsistent with the waiver in the immediately preceding sentence shall be
null and void and may be ignored by the Guaranteed Parties, and, in addition,
may not be pleaded or introduced as evidence in any litigation relating to this
Guarantee for the reason that such pleading or introduction would be at variance
with the written terms of this Guarantee unless the Administrative Agent has
specifically agreed otherwise in a writing expressly referring to this Section
1.1. It is agreed between the Guarantor and the Guaranteed Parties that the
foregoing waivers are of the essence of the transaction contemplated by the Loan
Documents and that, but for this Guarantee and such waivers, the Guaranteed
Parties would have declined to enter into the Bridge Loan Agreement.

            Section 1.2. Maximum Liability. Notwithstanding any provision to the
contrary herein or in any other Loan Document, the maximum liability of the
Guarantor hereunder shall be limited to the maximum aggregate amount as would
not render the Guarantor's obligations hereunder subject to avoidance as a
fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (as
hereinafter defined) or any applicable provisions of any state or foreign law
having similar effect.

            Section 1.3. Demand By The Administrative Agent. In addition to the
terms of the Guarantee set forth in Section 1.1 hereof, and in no manner
imposing any other limitation on such terms, it is expressly understood and
agreed that, if any or all of the then outstanding principal amount of the
Guaranteed Obligations (together with all accrued but unpaid interest thereon,
any prepayment premium, any Liquidated Damages and any Additional Amounts
payable in respect thereof) becomes due and payable, then the obligations of the
Guarantor shall, at the option of the Administrative Agent, without notice or
demand, become due and payable and the Guarantor shall, upon demand in writing
therefor by the Administrative Agent to such Guarantor, pay to the holder or
holders of the Guaranteed Obligations the outstanding Guaranteed Obligations due
and owing to such holder or holders. Payment by the Guarantor shall be made in
dollars to the Administrative Agent for the ratable benefit of the Guaranteed
Parties, in immediately available funds to an account designated by the
Administrative Agent or at the address set forth herein for the giving of notice
to the Administrative Agent or at any other address that may be specified in
writing from time to time by the Administrative Agent.

            Section 1.4. Enforcement Of Guarantee. In no event shall the
Administrative Agent or any Guaranteed Party have any obligation (although it is
entitled, at its option) to proceed against the Borrower or any other Person
before seeking satisfaction from the Guarantor, and the Administrative Agent may
proceed, prior or subsequent to, or simultaneously with, the enforcement of the
Guaranteed Parties' rights hereunder, to exercise any right or remedy which it
or they may have.

            The obligations of the Guarantor hereunder are independent of the
obligations of any other guarantor of the Guaranteed Obligations of the
Borrower, and a separate action or actions may be brought and prosecuted against
the Guarantor whether or not action is brought against any other guarantor or
the Borrower, and whether or not any other guarantor or the Borrower is joined
in any such action or actions.

            Section 1.5. Waivers. In addition to the waivers contained in
Section 1.1 hereof, the Guarantor waives, and agrees that it shall not at any


                                       3
<PAGE>   245

time insist upon, plead or in any manner whatever claim or take the benefit or
advantage of, any appraisal, valuation, stay, extension, marshaling of assets or
redemption or similar laws, or exemption, whether now or at any time hereafter
in force, which may delay, prevent or otherwise affect the performance by the
Guarantor of its obligations under, or the enforcement by the Administrative
Agent or any Guaranteed Party of, this Guarantee. The Guarantor hereby waives
diligence, presentment and demand (whether for nonpayment or protest or of
acceptance, maturity, extension of time, change in nature or form of the
Guaranteed Obligations, acceptance of further security, release of further
security, composition or agreement arrived at as to the amount of, or the terms
of, the Guaranteed Obligations, notice of adverse change in the Borrower's
financial condition or any other fact which might materially increase the risk
to such Guarantor) with respect to any of the Guaranteed Obligations (except as
provided in Section 1.3 above) and waives the benefit of all provisions of law
which are or might be in conflict with the terms of this Guarantee. The
Guarantor hereby waives any requirement on the part of any holder of any Bridge
Note to mitigate the damages resulting from any default under such Bridge Note.
The Guarantor represents, warrants and agrees that, as of the date of this
Guarantee, its obligations under this Guarantee are not subject to any offsets
or defenses against any Guaranteed Party or the Borrower of any kind. The
Guarantor further agrees that its obligations under this Guarantee shall not be
subject to any counterclaims, offsets or defenses against any Guaranteed Party
or the Borrower of any kind which may arise in the future.

            Section 1.6. Benefit Of Guarantee. The provisions of this Guarantee
are for the ratable benefit of the Guaranteed Parties and their respective
successors, transferees, endorsees and assigns, and nothing herein contained
shall impair, as between the Borrower and the Guaranteed Parties, the
obligations of the Borrower under the Loan Documents. In the event all or any
part of the Guaranteed Obligations are transferred, endorsed or assigned by the
Guaranteed Parties to any Person or Persons in accordance with the terms of the
Bridge Loan Agreement, any reference to "Guaranteed Parties" herein shall be
deemed to refer equally to such Person or Persons.

            Section 1.7. Modification Of Guaranteed Obligations. If the
Guaranteed Parties shall at any time or from time to time, with or without the
consent of, or notice to, the Guarantor:

            (a) issue Bridge Notes or extend other credit to the Borrower,
change the time, manner or place of payment of, or any other term of, all or any
portion of, the Guaranteed Obligations, or otherwise waive or consent to any
departure from the terms of any Loan Document;

            (b) take any action under or in respect of the Loan Documents in the
exercise of any remedy, power or privilege contained therein or available to it
at law, equity or otherwise, or waive or refrain from exercising any such
remedies, powers or privileges;

            (c) amend or modify, in any manner whatsoever, the Loan Documents;

            (d) extend or waive the time for and of any Guarantor's, the
Borrower's or any other Person's performance of, or compliance with, any term,
covenant or agreement on its part to be performed or observed under the Loan
Documents, or waive such performance or compliance or consent to a failure of,
or departure from, such performance or compliance;


                                       4
<PAGE>   246

            (e) [intentionally omitted];

            (f) release or limit the liability of anyone who may be liable in
any manner for the payment of any amounts owed by the Guarantor or the Borrower
to the Guaranteed Parties;

            (g) modify or terminate the terms of any intercreditor or
subordination agreement pursuant to which claims of other creditors of the
Guarantor or the Borrower are subordinated to the claims of any of the
Guaranteed Parties; and/or

            (h) apply any sums by whomever paid or however realized to any
amounts owing by the Guarantor or the Borrower to the Guaranteed Parties in such
manner as the Guaranteed Parties shall determine in their discretion;

then the Guaranteed Parties shall not incur any liability to the Guarantor
pursuant hereto as a result thereof and no such action shall impair or release
the obligations of the Guarantor under this Guarantee.

            Section 1.8. Reinstatement. This Guarantee shall remain in full
force and effect and continue to be effective in the event any petition is filed
by or against the Borrower, the Guarantor or any other Person for liquidation or
reorganization, in the event the Borrower, the Guarantor or any other Person
becomes insolvent or makes an assignment for the benefit of creditors or in the
event a receiver or trustee is appointed for all or any significant part of any
of the Borrower's, the Guarantor's or such other Person's assets, and shall
continue to be effective or be reinstated, as the case may be, if at any time
payment and performance of the Guaranteed Obligations, or any part thereof, is,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by the Guaranteed Parties, whether as a "voidable
preference", "fraudulent conveyance", or otherwise, all as though such payment
or performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Guaranteed Obligations
shall be reinstated and deemed reduced only by such amount paid and not so
rescinded, reduced, restored or returned.

            Section 1.9. Waiver Of Subrogation. THE GUARANTOR HEREBY IRREVOCABLY
WAIVES UNTIL INDEFEASIBLE PAYMENT IN FULL OF THE OBLIGATIONS ALL RIGHTS OF
SUBROGATION (WHETHER CONTRACTUAL, UNDER SECTION 509 OF THE BANKRUPTCY CODE,
UNDER COMMON LAW, OR OTHERWISE) TO THE CLAIMS OF THE GUARANTEED PARTIES AGAINST
THE BORROWER AND ALL CONTRACTUAL, STATUTORY OR COMMON LAW RIGHTS OF
CONTRIBUTION, REIMBURSEMENT, INDEMNIFICATION AND SIMILAR RIGHTS AND "CLAIMS" (AS
SUCH TERM IS DEFINED IN THE BANKRUPTCY CODE) AGAINST BORROWER WHICH ARISE IN
CONNECTION WITH, OR AS A RESULT OF, THIS GUARANTEE.

            Section 1.10. Continuing Guarantee; Transfer Of Notes. This
Guarantee is a continuing guaranty and shall (i) remain in full force and effect
until payment in immediately available funds and performance in full of the
Guaranteed Obligations, (ii) be binding upon the Guarantor and its successors
and permitted transferees and assigns, and (iii) inure, together with 


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<PAGE>   247

the rights and remedies of the Guaranteed Parties hereunder, to the benefit of
the Guaranteed Parties and their respective permitted successors, transferees,
endorsees and assigns. Without limiting the generality of foregoing clause
(iii), any Guaranteed Party may, except as limited by the express terms of the
Bridge Loan Agreement, assign or otherwise transfer any Bridge Note held by it
to any other Person or entity, and such other Person or entity shall thereupon
become vested with all the benefits in respect thereof granted to such
Guaranteed Party herein or otherwise.

            SECTION 2. SUBORDINATION OF OTHER OBLIGATIONS. Any indebtedness of
the Borrower now or hereafter held by or owed to any Guarantor is hereby
subordinated in right of payment to the Guaranteed Obligations, and any such
indebtedness of the Borrower to the Guarantor collected or received by the
Guarantor shall be held in trust for the Administrative Agent on behalf of the
Guaranteed Parties and shall forthwith be paid over to the Administrative Agent
for the benefit of the Guaranteed Parties in the form received (with any
necessary or requested endorsements) to be credited and applied against the
Guaranteed Obligations but without affecting, impairing or limiting in any
manner the liability of the Guarantor under any other provision of this
Guarantee.

            SECTION 3. DELIVERIES. In a form satisfactory to the Administrative
Agent, the Guarantor shall deliver to the Administrative Agent, concurrently
with the execution of this Guarantee, the other instruments, certificates and
documents as are required to be delivered by the Guarantor on or before the date
hereof to the Guaranteed Parties under the Bridge Loan Agreement.

            SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS. As of the date
hereof, the Guarantor hereby represents and warrants to the Guaranteed Parties
that each of the following representations and warranties is true:

            Section 4.1. Organization; Powers. The Guarantor has been duly
incorporated and is validly existing as a corporation in good standing under the
laws of the State of _______ with power and authority (corporate and other) to
own its properties and conduct its business as now conducted and as proposed to
be conducted, and has been duly qualified as a foreign corporation for the
transaction of business and is in good standing under the laws of each other
jurisdiction in which it owns or leases properties or conducts any business so
as to require such qualification, or is subject to no material liability or
disability by reason of the failure to be so qualified in any such jurisdiction.
The Guarantor has all requisite corporate power and authority to execute,
deliver and perform its obligations under this Guarantee.

            Section 4.2. Due Authorization and Enforceability. This Guarantee:
(i) has been duly authorized, executed and delivered by the Guarantor and (ii)
constitutes a valid and binding obligation of the Guarantor enforceable against
the Guarantor in accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general equity principles.

            Section 4.3. No Conflicts. The execution and delivery of this
Guarantee, the consummation of the transactions contemplated hereby and
compliance with the terms and provisions hereof will not require any consent,
approval, authorization or other order of any 


                                       6
<PAGE>   248

court, regulatory body, administrative agency or other governmental body, will
not conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust, sale/leaseback agreement, loan agreement or other similar financing
agreement or instrument or other agreement or instrument to which the Guarantor
is a party or by which the Guarantor is bound or to which any of the property or
assets of the Guarantor is subject, nor will such action result in any violation
of the provisions of the Certificate of Incorporation or By-laws (or other
governing documents) of the Guarantor or any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over
the Guarantor or any of its properties; and no consent, approval, authorization,
order, registration or qualification of or with any such court or governmental
agency or body is required for the consummation by the Guarantor of the
transactions contemplated by this Guarantee.

            Section 4.4. No Violations; Material Contracts. The Guarantor is not
in violation of its Certificate of Incorporation or By-laws or other governing
documents or in default in the performance or observance of any obligation,
agreement or condition contained in any bond, debenture, note or any other
evidence of indebtedness or in any indenture, mortgage, deed of trust, loan
agreement, lease or other agreement or instrument to which it is a party or by
which it or any of its properties may be bound or to which any of its properties
is subject or is in violation of any law, statute, rule, regulation, judgment or
court decree applicable to the Guarantor or any of its properties, nor has any
event occurred which with notice or lapse of time or both would constitute such
a violation or default, except in each case, which could not reasonably expected
to have a Material Adverse Effect. "Material Adverse Effect" means any
circumstance or event that (i) has, or may be reasonably expected to have, any
materially adverse effect upon the validity or enforceability of this Guarantee,
(ii) is, or may be reasonably expected to be, materially adverse to the
consolidated financial condition, business, operations, assets, liabilities,
management or prospects of the Guarantor, or (iii) materially impairs the
ability of the Guarantor to perform its Obligations under this Guarantee.

            Section 4.5. Absence of Proceedings. There are no material
investigations, proceedings or actions, whether judicial or administrative and
whether brought by any regulatory body, administrative agency or other
governmental body or by any other person, pending, or, to the knowledge of the
Guarantor, threatened, to which the Guarantor is a party or of which any of its
properties is the subject which, if determined adversely to the Guarantor,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect; and, to the best of the Guarantor's knowledge, no such
proceedings are threatened or contemplated by governmental authorities or
threatened by others.

            Section 4.6. Mandatory Prepayment.The Guarantor shall prepay, or
cause the Borrower to prepay, the Bridge Loans ratably in accordance with the
aggregate outstanding principal balances thereof, with the Net Cash Proceeds of:
(i) any direct or indirect public offering or private placement of any debt or
equity securities of the Guarantor issued after the Closing Date, (ii) the
incurrence of any other Indebtedness by the Guarantor after the Closing Date and
(iii) any Asset Sale by the Guarantor after the Closing Date (other than an
Asset Sale permitted under Section 4.10 of the Bridge Loan Agreement) (each of
the transactions in the foregoing clauses (i), (ii) and (iii), a "Capital
Markets Transaction"). The Bridge Loans prepaid by the Borrower or the
Guarantor, as applicable, in accordance with Section 2.4 of the Bridge 


                                       7
<PAGE>   249

Loan Agreement shall be paid in the following order priority: first, the Series
C Bridge Loans, second, the Series B Bridge Loans, and third, the Series A
Bridge Loans.

            Subject to Section 2.6 and Section 2.7 of the Bridge Loan Agreement,
the Guarantor shall, not later than the fifth Business Day following any Capital
Markets Transaction, apply, or cause to be applied, such Net Cash Proceeds or
excess available cash to prepay the Bridge Loans pursuant to this Section 4.6
and Section 2.4 of the Bridge Loan Agreement, without premium or penalty, by
paying to each Lender an amount equal to 100% of such Lender's pro rata share of
the aggregate principal amount of the Bridge Loans to be prepaid, plus accrued
and unpaid interest thereon to the Prepayment Date.

            SECTION 5. FURTHER ASSURANCES.

            The Guarantor agrees, upon the written request of the Administrative
Agent, and at the Guarantor's expense, to execute and deliver to the
Administrative Agent, from time to time, any additional instruments or documents
considered necessary or advisable by the Administrative Agent to cause this
Guarantee to be, become or remain valid and effective in accordance with its
terms.

            SECTION 6. PAYMENTS FREE AND CLEAR OF TAXES.

            Section 6.1. Payment of Taxes. If at any time the Guarantor is
required to make any deduction or withholding in respect of Taxes from any
payment due under this Guaranty or any other Loan Document for the account of
the Administrative Agent or any Guaranteed Party, the sum due from such
Guarantor in respect of such payment shall, subject to Section 6.2, be increased
to the extent necessary to yield to the Administrative Agent and each Guaranteed
Party on the due date for such payment (free from any liability in respect of
such deduction or withholding) a net sum equal to the sum which it would have
received had no such deduction or withholding been required to be made, and such
Guarantor shall, or shall cause the other Guarantors to, indemnify the
Administrative Agent and each Guaranteed Party against any losses or costs
incurred by any of them by reason of any failure of such Guarantor to make any
such deduction or withholding or by reason of any increased payment not being
made on the due date for such payment. Each Guarantor shall pay the full amount
deducted or withheld to the relevant taxing or other authority in accordance
with applicable Requirements of Law and as promptly as possible thereafter
deliver to the Administrative Agent or the applicable Guaranteed Party the
original or a certified copy of an original official receipt received by the
Guarantor showing payment thereof.

            Section 6.2. Other Taxes. The Guarantor agrees to pay Other Taxes
and defend and hold the Administrative Agent and each Guaranteed Party harmless
from and against any and all liabilities with respect to Other Taxes or
resulting from any delay or omission to pay such Other Taxes.

            Section 6.3. Indemnification. The Guarantor agrees to indemnify,
defend and hold harmless the Administrative Agent and each Guaranteed Party for
the full amount of Taxes and Other Taxes (including, without limitation, any
Taxes and Other Taxes imposed or asserted (whether or not correctly) by any
jurisdiction on amounts payable under this Section 6) paid by 


                                       8
<PAGE>   250

the Administrative Agent or such Guaranteed Party (as the case may be) and any
liability (including any penalties, interest and expenses) arising therefrom or
with respect thereto. This indemnification shall be paid within five days after
the Administrative Agent or the applicable Guaranteed Party (as the case may be)
makes demand therefor.

            Section 6.4. Survival. Without prejudice to the survival of any
other agreement of the Guarantors hereunder, the agreements and obligations of
the Guarantor contained in this Section 6 shall survive the payment in full of
the Guaranteed Obligations.

            Section 6.5. Transferees. The Guarantor agrees that the provisions
of this Section 6 shall inure to the benefit of any transferee of any Bridge
Note.

            SECTION 7. RIGHT OF SET-OFF. In addition to and not in limitation of
all rights of offset that any Guaranteed Party or other holder of a Bridge Note
may have under applicable law or under any Loan Document, each Guaranteed Party
or other holder of a Bridge Note shall upon the occurrence and during the
continuation of any Event of Default and whether or not such Guaranteed Party or
such holder has made any demand or such Guarantor's obligations are matured,
have the right to appropriate and apply to the payment of such Guarantor's
obligations hereunder, all deposits (general or special, time or demand,
provisional or final) then or thereafter held by and other indebtedness or
property then or thereafter owing by such Guaranteed Party or other holder to
such Guarantor, whether or not related to this Guarantee or any transaction
hereunder.

            SECTION 8. MISCELLANEOUS.

            Section 8.1. Amendments. Any amendment or waiver of any provision of
this Guarantee and any consent to any departure by the Guarantor from any
provision of this Guarantee shall be effective only if made or given in
compliance with all of the terms and provisions of Section 12.3 of the Bridge
Loan Agreement.

            Section 8.2. Expenses. The Guarantor shall promptly pay to the
Administrative Agent, for the ratable benefit of the Guaranteed Parties, the
amount of any and all reasonable out-of-pocket costs and expenses of the
Guaranteed Parties (both before and after the execution hereof) in connection
with any matters contemplated by or arising out of this Guarantee or any of the
Loan Documents whether (a) costs and expenses of the Administrative Agent and
the Guaranteed Parties to prepare, negotiate or execute (i) any amendment to,
modification of or extension of this Guarantee or any other Loan Document to
which the Guarantor is a party or (ii) any instrument, document or agreement in
connection with any sale or attempted sale of any interest herein to any
assignee or participant, (b) to commence, defend, or intervene in any litigation
or to file a petition, complaint, answer, motion or other pleadings necessary to
protect or enforce the rights of the Guaranteed Parties under this Guarantee or
any other Loan Document, (c) to take any other action in or with respect to any
suit or proceeding (bankruptcy or otherwise) necessary to protect the rights of
the Guaranteed Parties under this Guarantee or any other Loan Document or to
respond to any subpoena, deposition or interrogatory with respect to any
litigation involving any Guarantor, or (d) to attempt to enforce or to enforce
any rights of the Guaranteed Parties to collect any of the Guaranteed
Obligations, including all reasonable fees and expenses of attorneys and
paralegals (including reasonable charges for inside counsel).


                                       9
<PAGE>   251

            Section 8.3. Headings. The headings in this Guarantee are for
purposes of reference only and shall not otherwise affect the meaning or
construction of any provision of this Guarantee.

            Section 8.4. Severability. The provisions of this Guarantee are
severable, and if any clause or provision shall be held invalid or unenforceable
in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect in that jurisdiction only such clause or
provision, or part thereof, and shall not in any manner affect such clause or
provision in any other jurisdiction or any other clause or provision of this
Guarantee in any jurisdiction.

            Section 8.5. Notices. All notices, approvals, consents or other
communications required or desired to be given hereunder shall be in the form
and manner provided in the Bridge Loan Agreement, and delivered to each of the
parties hereto at their respective addresses set forth below:

If to the Administrative Agent:     Goldman Sachs Credit Partners L.P.
                                    c/o Goldman Sachs & Co.
                                    85 Broad Street
                                    New York, NY 10004
                                    Attention:  [Amy Shapero]
                                    Telecopy:  902-3000

                                    with a copy to:

                                    Kirk A. Davenport
                                    Latham & Watkins
                                    885 Third Avenue
                                    New York, NY 10022-4802
                                    Telecopy: (212) 751-4864

If to the Guarantor:                NTL Incorporated
                                    110 East 59th Street
                                    New York, NY 10022
                                    Attention:  Richard Lubasch, Esq.
                                    Telecopy: (212) 906-8497

            Section 8.6. Remedies Cumulative. Each right, power and remedy of
the Guaranteed Parties provided in this Guarantee or now or hereafter existing
at law or in equity or by statute or otherwise shall be cumulative and
concurrent and shall be in addition to every other right, power or remedy
provided for in this Guarantee or now or hereafter existing at law or in equity
or by statute or otherwise. The exercise or partial exercise by the Guaranteed
Parties of any one or more of such rights, powers or remedies shall not preclude
the simultaneous or later exercise by the Guaranteed Parties of all such other
rights, powers or remedies, and no failure or delay on the part of any
Guaranteed Party to exercise any such right, power or remedy shall operate as a
waiver thereof.


                                       10
<PAGE>   252

            Section 8.7. Statute of Limitations. To the full extent permitted by
applicable law, the Guarantor hereby waives the right to plead any statute of
limitations as a defense to performance of its obligations under, or enforcement
of, this Guarantee.

            Section 8.8. Final Expression. This Guarantee, together with any
other agreement executed in connection herewith, is intended by the parties as a
final expression of the Guarantee and is intended as a complete and exclusive
statement of the terms and conditions thereof. Acceptance of or acquiescence in
a course of performance rendered under this Guarantee shall not be relevant to
determine the meaning of this Guarantee even though the accepting or acquiescing
party had knowledge of the nature of the performance and opportunity for
objection.

            Section 8.9. Financial Status. The Guarantor hereby assumes
responsibility for keeping itself informed of the financial condition of the
Guarantor and the Borrower and any and all endorsers and/or other guarantors of
any instrument or document evidencing all or any part of the Guaranteed
Obligations and of all other circumstances bearing upon the risk of nonpayment
or nonperformance of the Guaranteed Obligations or any part thereof that
diligent inquiry would reveal, and the Guarantor hereby agrees that the
Guaranteed Parties shall have no duty to advise the Guarantor of information
known to the Guaranteed Parties regarding such condition or any such
circumstances. In the event the Guaranteed Parties, in their discretion,
undertake at any time or from time to time to provide any such information to
the undersigned, the Guaranteed Parties shall be under no obligation (i) to
undertake any investigation not a part of their regular business routine, (ii)
to disclose any information which the Guaranteed Parties wish to maintain
confidential, or (iii) to make any other or future disclosures of such
information or any other information to the Guarantor or any other Person.

            Section 8.10. Assignability. This Guarantee shall be binding on the
Guarantor and its successors and permitted assigns and transferees and shall
inure to the benefit of the Guaranteed Parties and their respective successors,
transferees, endorsees and assigns. The Guarantor may not assign this Guarantee.

            Section 8.11. Non-Waiver. The failure of any Guaranteed Party to
exercise any right or remedy hereunder, or promptly to enforce any such right or
remedy, shall not constitute a waiver thereof, nor give rise to any estoppel
against any Guaranteed Party, nor excuse any Guarantor from its obligations
hereunder.

            Section 8.12. Termination. Subject to the provisions of Sections 1.8
and 6.4, this Guarantee shall terminate upon the receipt by each of the
Guaranteed Parties of the payment in immediately available funds and performance
in full of the Guaranteed Obligations and any other amounts which may be owing
hereunder, or the written release of the Guarantor by the Guaranteed Parties,
whichever shall occur first. At the time of such termination, the Guaranteed
Parties, at the request and expense of the Guarantor, will execute and deliver
to the Guarantor a proper instrument or instruments acknowledging the
satisfaction and termination of this Guarantee.

            Section 8.13. Counterparts. This Guarantee may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which, when so 


                                       11
<PAGE>   253

executed and delivered, shall be an original, but all of which shall together
constitute one and the same agreement.

            Section 8.14. New York Law; Submission to Jurisdiction; Waiver of
Jury Trial. THIS GUARANTEE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW RULES
THEREOF. THE GUARANTOR HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY
NEW YORK STATE COURT SITTING IN NEW YORK CITY (EACH, A "NEW YORK COURT") FOR
PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THE BRIDGE
NOTES, THIS GUARANTEE OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY. THE GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT
ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. THE GUARANTOR IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE BRIDGE NOTES, THIS
GUARANTEE OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

            Section 8.15. [Intentionally omitted]

            Section 8.16. Limitation Of Liability. No claim may be made by the
Guarantor or any other Person against the Administrative Agent or any Guaranteed
Party or the Affiliates, directors, officers, employees, attorneys or agents of
any of them for any special, indirect, consequential or punitive damages in
respect of any claim for breach of contract or any theory of liability arising
out of or related to the transactions contemplated by this Guarantee or the
other Loan Documents, or any act, omission or event occurring in connection
therewith; and the Guarantor hereby waives, releases and agrees not to sue and
shall cause each of its respective Subsidiaries to waive, release or agree not
to sue (if required), upon any claim for any such damages, whether or not
accrued and whether or not known or suspected to exist in its favor.

            Section 8.17. Payments. Notwithstanding any provision to the
contrary herein or in any Loan Document, all payments made under or in
connection with this Guarantee and the other Loan Documents shall be in
immediately available funds and in lawful currency of the United States.

[SIGNATURE PAGE FOLLOWS]


                                       12
<PAGE>   254

            IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be
duly executed and delivered as of the date first above written.

                                      [GUARANTOR]

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

<PAGE>   255

                                                                     EXHIBIT G-2

                         FORM OF EXCHANGE NOTE GUARANTEE

            THIS GUARANTEE (as amended, supplemented, amended and restated or
otherwise modified from time to time, this "Guarantee") is made and entered into
as of ____________, ____, by ________________, a _____________ corporation (the
"Guarantor"), in favor of The Chase Manhattan Bank, in its capacity as trustee
(in such capacity, the "Trustee"), for the benefit of the Holders (as defined in
the Indenture) of the Notes issued pursuant to that certain Indenture, dated as
of March 17, 1999 (as amended, modified or supplemented from time to time, the
"Indenture"), between NTL Incorporated, a Delaware corporation (the "Company")
and the Trustee. The Trustee and the Holders are referred to herein as, the
"Guaranteed Parties"). Capitalized terms used herein and not otherwise defined
shall have the meanings given in the Indenture.

                                    RECITALS

            The Guarantor will derive significant direct and indirect benefits
from the issuance of the Notes pursuant to the Indenture.

                                    AGREEMENT

            NOW THEREFORE, in consideration of the promises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Guarantor hereby agrees with the Trustee for its benefit and
the ratable benefit of the Guaranteed Parties as follows:

            SECTION 1. THE GUARANTEE. The guarantee of the Guarantor hereunder
is as follows:

            Section 1.1. Guarantee. Subject to Section 1.2, the Guarantor hereby
unconditionally, absolutely and irrevocably guarantees to the Guaranteed Parties
and their successors, endorsees, transferees and assigns, the prompt payment
(whether at stated maturity, on mandatory prepayment, by acceleration or
otherwise) and performance of all of the Obligations of the Company under the
Indenture, the Notes and the Registration Rights Agreement (collectively, the
"Guaranteed Obligations"). The Guarantor agrees that this Guarantee is a
guaranty of payment and performance and not of collection, and that its
obligations under this Guarantee shall be joint and several with any other
Persons which may at any time or from time to time be or become directly or
indirectly financially responsible to the Guaranteed Parties with respect to the
Guaranteed Obligations and shall be under all circumstances primary, absolute
and unconditional, irrespective of, and unaffected by:

            (a) the genuineness, validity, regularity, enforceability or any
future amendment of, or change in, this Guarantee, the Indenture, the Notes, the
Registration Rights 
<PAGE>   256

Agreement or other agreement, document or instrument to which the Company is or
are or may become a party;

            (b) the absence of any action to enforce this Guarantee, the
Indenture, the Notes, the Registration Rights Agreement or the waiver or consent
by the Guaranteed Parties with respect to any of the provisions hereof or
thereof;

            (c) [intentionally omitted]

            (d) any bankruptcy, insolvency, reorganization, arrangement,
adjustment, composition, liquidation or the like of the Company including, but
not limited to, (i) any Guaranteed Party's election, in any proceeding
instituted under Title 11 of the United States Code (11 U.S.C. ss. 101 et seq.)
or any replacement or supplemental federal statutes dealing with the bankruptcy
of debtors (the "Bankruptcy Code"), of the application of Section 1111(b)(2) or
any successor provision of the Bankruptcy Code, (ii) any borrowing, issuance of
notes or grant of a lien by the Company as debtor-in-possession, under Section
364 of the Bankruptcy Code, or (iii) the disallowance of all or any portion of
any Guaranteed Party's claim(s) for repayment of the Guaranteed Obligations
under Section 502 of the Bankruptcy Code;

            (e) any merger or consolidation of the Company into or with any
other Person, or any sale, lease or transfer of any or all of the assets of the
Company to any other Person;

            (f) any circumstance which might constitute a defense available to,
or a discharge of the Company;

            (g) any sale, transfer or other disposition of any stock, limited
liability company interests, partnership interests or other ownership interests
of the Company;

            (h) absence of any notice to, or knowledge by, the Guarantor of the
existence or occurrence of any of the matters or events set forth in the
foregoing clauses (a) through (g); or

            (i) any other fact or circumstance which might otherwise constitute
a defense available to, or a discharge of, a surety or guarantor;

it being agreed by the Guarantor that its obligations under this Guarantee shall
not be discharged until the payment in immediately available funds and
performance, in full, of the Guaranteed Obligations or written release of the
Guarantor by the Guaranteed Parties, whichever shall occur first. The Guarantor
shall be regarded, and shall be in the same position, as principal debtor with
respect to the Guaranteed Obligations and specifically agrees that,
notwithstanding any discharge of the Company, any other Person or the operation
of any other provision of the Bankruptcy Code with respect to the Guaranteed
Obligations or any such Persons, the Guarantor shall be fully responsible for
paying all interest which may at any time accrue with respect to the Guaranteed
Obligations or which would accrue but for the operation of any provision of or
doctrine with respect to the Bankruptcy Code and whether or not an allowed
claim. The Guarantor expressly waives all rights it may have now or in the
future under any statute, or at common law, or at law or in equity, or
otherwise, to compel the Guaranteed Parties to proceed in respect of the
Guaranteed Obligations against the Company or any other Person before 


                                       2
<PAGE>   257

proceeding against, or as a condition to proceeding against, the Guarantor. The
Guarantor agrees that any notice or directive given at any time to the
Guaranteed Parties which is inconsistent with the waiver in the immediately
preceding sentence shall be null and void and may be ignored by the Guaranteed
Parties, and, in addition, may not be pleaded or introduced as evidence in any
litigation relating to this Guarantee for the reason that such pleading or
introduction would be at variance with the written terms of this Guarantee
unless the Trustee has specifically agreed otherwise in a writing expressly
referring to this Section 1.1. It is agreed between the Guarantor and the
Guaranteed Parties that the foregoing waivers are of the essence of the
transaction contemplated by the Indenture and that, but for this Guarantee and
such waivers, the Guaranteed Parties would have declined to enter into the
Indenture.

            Section 1.2. Maximum Liability. Notwithstanding any provision to the
contrary herein or in the Indenture, the Notes or the Registration Rights
Agreement, the maximum liability of the Guarantor hereunder shall be limited to
the maximum aggregate amount as would not render the Guarantor's obligations
hereunder subject to avoidance as a fraudulent transfer or conveyance under
Section 548 of the Bankruptcy Code (as hereinafter defined) or any applicable
provisions of any state or foreign law having similar effect.

            Section 1.3. Demand By The Trustee. In addition to the terms of the
Guarantee set forth in Section 1.1 hereof, and in no manner imposing any other
limitation on such terms, it is expressly understood and agreed that, if any or
all of the then outstanding principal amount of the Guaranteed Obligations
(together with all accrued but unpaid interest thereon, any prepayment premium,
any Liquidated Damages and any Additional Amounts payable in respect thereof)
becomes due and payable, then the obligations of the Guarantor shall, at the
option of the Trustee, without notice or demand, become due and payable and the
Guarantor shall, upon demand in writing therefor by the Trustee to such
Guarantor, pay to the holder or holders of the Guaranteed Obligations the
outstanding Guaranteed Obligations due and owing to such holder or holders.
Payment by the Guarantor shall be made in dollars to the Trustee for the ratable
benefit of the Guaranteed Parties, in immediately available funds to an account
designated by the Trustee or at the address set forth herein for the giving of
notice to the Trustee or at any other address that may be specified in writing
from time to time by the Trustee.

            Section 1.4. Enforcement Of Guarantee. In no event shall the Trustee
or any Guaranteed Party have any obligation (although it is entitled, at its
option) to proceed against the Company or any other Person before seeking
satisfaction from the Guarantor, and the Trustee may proceed, prior or
subsequent to, or simultaneously with, the enforcement of the Guaranteed
Parties' rights hereunder, to exercise any right or remedy which it or they may
have.

            The obligations of the Guarantor hereunder are independent of the
obligations of any other guarantor of the Guaranteed Obligations of the Company,
and a separate action or actions may be brought and prosecuted against the
Guarantor whether or not action is brought against any other guarantor or the
Company, and whether or not any other guarantor or the Company is joined in any
such action or actions.

            Section 1.5. Waivers. In addition to the waivers contained in
Section 1.1 hereof, the Guarantor waives, and agrees that it shall not at any
time insist upon, plead or in any manner whatever claim or take the benefit or
advantage of, any appraisal, valuation, stay, 


                                       3
<PAGE>   258

extension, marshaling of assets or redemption or similar laws, or exemption,
whether now or at any time hereafter in force, which may delay, prevent or
otherwise affect the performance by the Guarantor of its obligations under, or
the enforcement by the Trustee or any Guaranteed Party of, this Guarantee. The
Guarantor hereby waives diligence, presentment and demand (whether for
nonpayment or protest or of acceptance, maturity, extension of time, change in
nature or form of the Guaranteed Obligations, acceptance of further security,
release of further security, composition or agreement arrived at as to the
amount of, or the terms of, the Guaranteed Obligations, notice of adverse change
in the Company's financial condition or any other fact which might materially
increase the risk to such Guarantor) with respect to any of the Guaranteed
Obligations (except as provided in Section 1.3 above) and waives the benefit of
all provisions of law which are or might be in conflict with the terms of this
Guarantee. The Guarantor hereby waives any requirement on the part of any holder
of any Note to mitigate the damages resulting from any default under such Note.
The Guarantor represents, warrants and agrees that, as of the date of this
Guarantee, its obligations under this Guarantee are not subject to any offsets
or defenses against any Guaranteed Party or the Company of any kind. The
Guarantor further agrees that its obligations under this Guarantee shall not be
subject to any counterclaims, offsets or defenses against any Guaranteed Party
or the Company of any kind which may arise in the future.

            Section 1.6. Benefit Of Guarantee. The provisions of this Guarantee
are for the ratable benefit of the Guaranteed Parties and their respective
successors, transferees, endorsees and assigns, and nothing herein contained
shall impair, as between the Company and the Guaranteed Parties, the obligations
of the Company under the Indenture, the Notes or the Registration Rights
Agreement. In the event all or any part of the Guaranteed Obligations are
transferred, endorsed or assigned by the Guaranteed Parties to any Person or
Persons in accordance with the terms of the Indenture, any reference to
"Guaranteed Parties" herein shall be deemed to refer equally to such Person or
Persons.

            Section 1.7. Modification Of Guaranteed Obligations. If the
Guaranteed Parties shall at any time or from time to time, with or without the
consent of, or notice to, the Guarantor:

            (a) issue Notes or extend other credit to the Company, change the
time, manner or place of payment of, or any other term of, all or any portion
of, the Guaranteed Obligations, or otherwise waive or consent to any departure
from the terms of the Indenture, the Notes or the Registration Rights Agreement;

            (b) take any action under or in respect of the Indenture, the Notes
or the Registration Rights Agreement in the exercise of any remedy, power or
privilege contained therein or available to it at law, equity or otherwise, or
waive or refrain from exercising any such remedies, powers or privileges;

            (c) amend or modify, in any manner whatsoever, the Indenture, the
Notes or the Registration Rights Agreement; 

            (d) extend or waive the time for and of any Guarantor's, the
Company's or any other Person's performance of, or compliance with, any term,
covenant or agreement on its part to be performed or observed under the
Indenture, the Notes or the Registration Rights 


                                       4
<PAGE>   259

Agreement, or waive such performance or compliance or consent to a failure of,
or departure from, such performance or compliance;

            (e) [intentionally omitted];

            (f) release or limit the liability of anyone who may be liable in
any manner for the payment of any amounts owed by the Guarantor or the Company
to the Guaranteed Parties;

            (g) modify or terminate the terms of any intercreditor or
subordination agreement pursuant to which claims of other creditors of the
Guarantor or the Company are subordinated to the claims of any of the Guaranteed
Parties; and/or

            (h) apply any sums by whomever paid or however realized to any
amounts owing by the Guarantor or the Company to the Guaranteed Parties in such
manner as the Guaranteed Parties shall determine in their discretion;

then the Guaranteed Parties shall not incur any liability to the Guarantor
pursuant hereto as a result thereof and no such action shall impair or release
the obligations of the Guarantor under this Guarantee.

            Section 1.8. Reinstatement. This Guarantee shall remain in full
force and effect and continue to be effective in the event any petition is filed
by or against the Company, the Guarantor or any other Person for liquidation or
reorganization, in the event the Company, the Guarantor or any other Person
becomes insolvent or makes an assignment for the benefit of creditors or in the
event a receiver or trustee is appointed for all or any significant part of any
of the Company's, the Guarantor's or such other Person's assets, and shall
continue to be effective or be reinstated, as the case may be, if at any time
payment and performance of the Guaranteed Obligations, or any part thereof, is,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by the Guaranteed Parties, whether as a "voidable
preference", "fraudulent conveyance", or otherwise, all as though such payment
or performance had not been made. In the event that any payment, or any part
thereof, is rescinded, reduced, restored or returned, the Guaranteed Obligations
shall be reinstated and deemed reduced only by such amount paid and not so
rescinded, reduced, restored or returned.

            Section 1.9. Waiver Of Subrogation. THE GUARANTOR HEREBY IRREVOCABLY
WAIVES UNTIL INDEFEASIBLE PAYMENT IN FULL OF THE OBLIGATIONS ALL RIGHTS OF
SUBROGATION (WHETHER CONTRACTUAL, UNDER SECTION 509 OF THE BANKRUPTCY CODE,
UNDER COMMON LAW, OR OTHERWISE) TO THE CLAIMS OF THE GUARANTEED PARTIES AGAINST
THE COMPANY AND ALL CONTRACTUAL, STATUTORY OR COMMON LAW RIGHTS OF CONTRIBUTION,
REIMBURSEMENT, INDEMNIFICATION AND SIMILAR RIGHTS AND "CLAIMS" (AS SUCH TERM IS
DEFINED IN THE BANKRUPTCY CODE) AGAINST THE COMPANY WHICH ARISE IN CONNECTION
WITH, OR AS A RESULT OF, THIS GUARANTEE.

            Section 1.10. Continuing Guarantee; Transfer Of Notes. This
Guarantee is a continuing guaranty and shall (i) remain in full force and effect
until payment in immediately 


                                       5
<PAGE>   260

available funds and performance in full of the Guaranteed Obligations, (ii) be
binding upon the Guarantor and its successors and permitted transferees and
assigns, and (iii) inure, together with the rights and remedies of the
Guaranteed Parties hereunder, to the benefit of the Guaranteed Parties and their
respective permitted successors, transferees, endorsees and assigns. Without
limiting the generality of foregoing clause (iii), any Guaranteed Party may,
except as limited by the express terms of the Indenture, assign or otherwise
transfer any Note held by it to any other Person or entity, and such other
Person or entity shall thereupon become vested with all the benefits in respect
thereof granted to such Guaranteed Party herein or otherwise.

            SECTION 2. SUBORDINATION OF OTHER OBLIGATIONS. Any indebtedness of
the Company now or hereafter held by or owed to any Guarantor is hereby
subordinated in right of payment to the Guaranteed Obligations, and any such
indebtedness of the Company to the Guarantor collected or received by the
Guarantor shall be held in trust for the Trustee on behalf of the Guaranteed
Parties and shall forthwith be paid over to the Trustee for the benefit of the
Guaranteed Parties in the form received (with any necessary or requested
endorsements) to be credited and applied against the Guaranteed Obligations but
without affecting, impairing or limiting in any manner the liability of the
Guarantor under any other provision of this Guarantee.

            SECTION 3. DELIVERIES. In a form satisfactory to the Trustee, the
Guarantor shall deliver to the Trustee, concurrently with the execution of this
Guarantee, the other instruments, certificates and documents as are required to
be delivered by the Guarantor on or before the date hereof to the Guaranteed
Parties under the Indenture.

            SECTION 4. REPRESENTATIONS AND WARRANTIES. As of the date hereof,
the Guarantor hereby represents and warrants to the Guaranteed Parties that each
of the following representations and warranties is true:

            Section 4.1. Organization; Powers. The Guarantor has been duly
incorporated and is validly existing as a corporation in good standing under the
laws of the State of _______ with power and authority (corporate and other) to
own its properties and conduct its business as now conducted and as proposed to
be conducted, and has been duly qualified as a foreign corporation for the
transaction of business and is in good standing under the laws of each other
jurisdiction in which it owns or leases properties or conducts any business so
as to require such qualification, or is subject to no material liability or
disability by reason of the failure to be so qualified in any such jurisdiction.
The Guarantor has all requisite corporate power and authority to execute,
deliver and perform its obligations under this Guarantee.

            Section 4.2. Due Authorization and Enforceability. This Guarantee:
(i) has been duly authorized, executed and delivered by the Guarantor and (ii)
constitutes a valid and binding obligation of the Guarantor enforceable against
the Guarantor in accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting creditors' rights and to general equity principles.

            Section 4.3. No Conflicts. The execution and delivery of this
Guarantee, the consummation of the transactions contemplated hereby and
compliance with the terms and provisions hereof will not require any consent,
approval, authorization or other order of any 


                                       6
<PAGE>   261

court, regulatory body, administrative agency or other governmental body, will
not conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust, sale/leaseback agreement, loan agreement or other similar financing
agreement or instrument or other agreement or instrument to which the Guarantor
is a party or by which the Guarantor is bound or to which any of the property or
assets of the Guarantor is subject, nor will such action result in any violation
of the provisions of the Certificate of Incorporation or By-laws (or other
governing documents) of the Guarantor or any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over
the Guarantor or any of its properties; and no consent, approval, authorization,
order, registration or qualification of or with any such court or governmental
agency or body is required for the consummation by the Guarantor of the
transactions contemplated by this Guarantee.

            Section 4.4. No Violations; Material Contracts. The Guarantor is not
in violation of its Certificate of Incorporation or By-laws or other governing
documents or in default in the performance or observance of any obligation,
agreement or condition contained in any bond, debenture, note or any other
evidence of indebtedness or in any indenture, mortgage, deed of trust, loan
agreement, lease or other agreement or instrument to which it is a party or by
which it or any of its properties may be bound or to which any of its properties
is subject or is in violation of any law, statute, rule, regulation, judgment or
court decree applicable to the Guarantor or any of its properties, nor has any
event occurred which with notice or lapse of time or both would constitute such
a violation or default, except in each case, which could not reasonably expected
to have a Material Adverse Effect. "Material Adverse Effect" means any
circumstance or event that (i) has, or may be reasonably expected to have, any
materially adverse effect upon the validity or enforceability of this Guarantee,
(ii) is, or may be reasonably expected to be, materially adverse to the
consolidated financial condition, business, operations, assets, liabilities,
management or prospects of the Guarantor, or (iii) materially impairs the
ability of the Guarantor to perform its Obligations under this Guarantee.

            Section 4.5. Absence of Proceedings. There are no material
investigations, proceedings or actions, whether judicial or administrative and
whether brought by any regulatory body, administrative agency or other
governmental body or by any other person, pending, or, to the knowledge of the
Guarantor, threatened, to which the Guarantor is a party or of which any of its
properties is the subject which, if determined adversely to the Guarantor,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect; and, to the best of the Guarantor's knowledge, no such
proceedings are threatened or contemplated by governmental authorities or
threatened by others.

            SECTION 5. FURTHER ASSURANCES. The Guarantor agrees, upon the
written request of the Trustee, and at the Guarantor's expense, to execute and
deliver to the Trustee, from time to time, any additional instruments or
documents considered necessary or advisable by the Trustee to cause this
Guarantee to be, become or remain valid and effective in accordance with its
terms.

            SECTION 6. PAYMENTS FREE AND CLEAR OF TAXES.


                                       7
<PAGE>   262

            Section 6.1. Payment of Taxes. All payments required to be made by
the Guarantor hereunder shall be made to the Guaranteed Parties free and clear
of, and without deduction for, any and all present and future Taxes. If the
Guarantor shall be required by law to deduct any Taxes from or in respect of any
sum payable hereunder, (a) the sum payable shall be increased as much as shall
be necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 6) the Guaranteed
Parties shall receive an amount equal to the sum they would have received had no
such deductions been made, (b) the Guarantor shall make such deductions, and (c)
the Guarantor shall pay the full amount deducted to the relevant taxing or other
authority in accordance with applicable law. Within thirty (30) days after the
date of any payment of Taxes, the Guarantor shall furnish to the Trustee the
original or a certified copy of a receipt evidencing payment thereof. The
Guarantor shall indemnify and, within ten (10) days of demand therefor, pay each
Guaranteed Party for the full amount of Taxes (including any Taxes imposed by
any jurisdiction on amounts payable under this Section 6) paid by such
Guaranteed Party and any liability (including penalties, interest and expenses)
arising therefrom or with respect thereto, whether or not such Taxes were
correctly or legally asserted. "Taxes" shall mean taxes, levies, imposts,
deductions, Charges or witholdings, and all liabilities with respect thereto,
excluding taxes imposed on or measured by the net income of a Guaranteed Party
by the jurisdiction under the laws of which such Guaranteed Party is organized
or any political subdivision thereof. "Charges" shall mean all federal, state,
county, city, municipal, local, foreign or other governmental taxes, levies,
assessments, charges, liens, claims or encumbrances upon or relating to (a) the
Notes or (b) the Guaranteed Obligations.

            Section 6.2. [Intentionally Omitted]

            Section 6.3. [Intentionally Omitted]

            Section 6.4. Survival. Without prejudice to the survival of any
other agreement of the Guarantors hereunder, the agreements and obligations of
the Guarantor contained in this Section 6 and Section 8.2 shall survive the
payment in full of the Guaranteed Obligations.

            Section 6.5. Transferees. The Guarantor agrees that the provisions
of this Section 6 shall inure to the benefit of any transferee of any Note.

            SECTION 7. RIGHT OF SET-OFF. In addition to and not in limitation of
all rights of offset that any Guaranteed Party or other holder of a Note may
have under applicable law or under the Indenture, the Notes or the Registration
Rights Agreement, each Guaranteed Party or other holder of a Note shall upon the
occurrence and during the continuation of any Event of Default and whether or
not such Guaranteed Party or such holder has made any demand or such Guarantor's
obligations are matured, have the right to appropriate and apply to the payment
of such Guarantor's obligations hereunder, all deposits (general or special,
time or demand, provisional or final) then or thereafter held by and other
indebtedness or property then or thereafter owing by such Guaranteed Party or
other holder to such Guarantor, whether or not related to this Guarantee or any
transaction hereunder.

            SECTION 8. MISCELLANEOUS.


                                       8
<PAGE>   263

            Section 8.1. Amendments. Any amendment or waiver of any provision of
this Guarantee and any consent to any departure by the Guarantor from any
provision of this Guarantee shall be effective only if made or given in
compliance with all of the terms and provisions of Article IX of the Indenture.

            Section 8.2. Expenses. The Guarantor shall promptly pay to the
Trustee, for the ratable benefit of the Guaranteed Parties, the amount of any
and all reasonable out-of-pocket costs and expenses of the Guaranteed Parties
(both before and after the execution hereof) in connection with any matters
contemplated by or arising out of this Guarantee, the Indenture, the Notes or
the Registration Rights Agreement whether (a) costs and expenses of the Trustee
and the Guaranteed Parties to prepare, negotiate or execute (i) any amendment
to, modification of or extension of this Guarantee, the Indenture, the Notes or
the Registration Rights Agreement to which the Guarantor is a party or (ii) any
instrument, document or agreement in connection with any sale or attempted sale
of any interest herein to any assignee or participant, (b) to commence, defend,
or intervene in any litigation or to file a petition, complaint, answer, motion
or other pleadings necessary to protect or enforce the rights of the Guaranteed
Parties under this Guarantee, the Indenture, the Notes or the Registration
Rights Agreement, (c) to take any other action in or with respect to any suit or
proceeding (bankruptcy or otherwise) necessary to protect the rights of the
Guaranteed Parties under this Guarantee, the Indenture, the Notes or the
Registration Rights Agreement or to respond to any subpoena, deposition or
interrogatory with respect to any litigation involving any Guarantor, or (d) to
attempt to enforce or to enforce any rights of the Guaranteed Parties to collect
any of the Guaranteed Obligations, including all reasonable fees and expenses of
attorneys and paralegals (including reasonable charges for inside counsel).

            Section 8.3. Headings. The headings in this Guarantee are for
purposes of reference only and shall not otherwise affect the meaning or
construction of any provision of this Guarantee.

            Section 8.4. Severability. The provisions of this Guarantee are
severable, and if any clause or provision shall be held invalid or unenforceable
in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect in that jurisdiction only such clause or
provision, or part thereof, and shall not in any manner affect such clause or
provision in any other jurisdiction or any other clause or provision of this
Guarantee in any jurisdiction.

            Section 8.5. Notices. All notices, approvals, consents or other
communications required or desired to be given hereunder shall be in the form
and manner provided in the Indenture, and delivered to each of the parties
hereto at their respective addresses set forth below:

If to the Trustee:                  The Chase Manhattan Bank
                                    450 West 33rd Street
                                    New York, New York 10001
                                    Attention:  Capital Markets
                                                Fiduciary Services
                                    Telecopy: 212-946-8161


                                       9
<PAGE>   264

If to the Guarantor:                [Name of Guarantor]
                                    c/o NTL Incorporated
                                    110 East 59th Street
                                    New York, NY 10022
                                    Attention:  Richard Lubasch, Esq.
                                    Telecopy: (212) 906-8497

            Section 8.6. Remedies Cumulative. Each right, power and remedy of
the Guaranteed Parties provided in this Guarantee or now or hereafter existing
at law or in equity or by statute or otherwise shall be cumulative and
concurrent and shall be in addition to every other right, power or remedy
provided for in this Guarantee or now or hereafter existing at law or in equity
or by statute or otherwise. The exercise or partial exercise by the Guaranteed
Parties of any one or more of such rights, powers or remedies shall not preclude
the simultaneous or later exercise by the Guaranteed Parties of all such other
rights, powers or remedies, and no failure or delay on the part of any
Guaranteed Party to exercise any such right, power or remedy shall operate as a
waiver thereof.

            Section 8.7. Statute of Limitations. To the full extent permitted by
applicable law, the Guarantor hereby waives the right to plead any statute of
limitations as a defense to performance of its obligations under, or enforcement
of, this Guarantee.

            Section 8.8. Final Expression. This Guarantee, together with any
other agreement executed in connection herewith, is intended by the parties as a
final expression of the Guarantee and is intended as a complete and exclusive
statement of the terms and conditions thereof. Acceptance of or acquiescence in
a course of performance rendered under this Guarantee shall not be relevant to
determine the meaning of this Guarantee even though the accepting or acquiescing
party had knowledge of the nature of the performance and opportunity for
objection.

            Section 8.9. Financial Status. The Guarantor hereby assumes
responsibility for keeping itself informed of the financial condition of the
Guarantor and the Company and any and all endorsers and/or other guarantors of
any instrument or document evidencing all or any part of the Guaranteed
Obligations and of all other circumstances bearing upon the risk of nonpayment
or nonperformance of the Guaranteed Obligations or any part thereof that
diligent inquiry would reveal, and the Guarantor hereby agrees that the
Guaranteed Parties shall have no duty to advise the Guarantor of information
known to the Guaranteed Parties regarding such condition or any such
circumstances. In the event the Guaranteed Parties, in their discretion,
undertake at any time or from time to time to provide any such information to
the undersigned, the Guaranteed Parties shall be under no obligation (i) to
undertake any investigation not a part of their regular business routine, (ii)
to disclose any information which the Guaranteed Parties wish to maintain
confidential, or (iii) to make any other or future disclosures of such
information or any other information to the Guarantor or any other Person.

            Section 8.10. Assignability. This Guarantee shall be binding on the
Guarantor and its successors and permitted assigns and transferees and shall
inure to the benefit of the Guaranteed Parties and their respective successors,
transferees, endorsees and assigns. The Guarantor may not assign this Guarantee.


                                       10
<PAGE>   265

            Section 8.11. Non-Waiver. The failure of any Guaranteed Party to
exercise any right or remedy hereunder, or promptly to enforce any such right or
remedy, shall not constitute a waiver thereof, nor give rise to any estoppel
against any Guaranteed Party, nor excuse any Guarantor from its obligations
hereunder.

            Section 8.12. Termination. Subject to the provisions of Sections 1.8
and 6.4, this Guarantee shall terminate upon the receipt by each of the
Guaranteed Parties of the payment in immediately available funds and performance
in full of the Guaranteed Obligations and any other amounts which may be owing
hereunder, or the written release of the Guarantor by the Guaranteed Parties,
whichever shall occur first. At the time of such termination, the Guaranteed
Parties, at the request and expense of the Guarantor, will execute and deliver
to the Guarantor a proper instrument or instruments acknowledging the
satisfaction and termination of this Guarantee.

            Section 8.13. Counterparts. This Guarantee may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which, when so executed and delivered, shall be an
original, but all of which shall together constitute one and the same agreement.

            Section 8.14. New York Law; Submission to Jurisdiction; Waiver of
Jury Trial. THIS GUARANTEE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW RULES
THEREOF. THE GUARANTOR HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY
NEW YORK STATE COURT SITTING IN NEW YORK CITY (EACH, A "NEW YORK COURT") FOR
PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS GUARANTEE,
THE INDENTURE, THE NOTES, THE REGISTRATION RIGHTS AGREEMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY. THE GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT
ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. THE GUARANTOR IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTEE, THE
INDENTURE, THE NOTES, THE REGISTRATION RIGHTS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

            Section 8.15. [Intentionally omitted]

            Section 8.16. Limitation Of Liability. No claim may be made by the
Guarantor or any other Person against the Trustee or any Guaranteed Party or the
Affiliates, directors, officers, employees, attorneys or agents of any of them
for any special, indirect, consequential or punitive damages in respect of any
claim for breach of contract or any theory of liability arising out of or
related to the transactions contemplated by this Guarantee, the Indenture, the
Notes or the Registration Rights Agreement, or any act, omission or event
occurring in connection 


                                       11
<PAGE>   266

therewith; and the Guarantor hereby waives, releases and agrees not to sue and
shall cause each of its respective Subsidiaries to waive, release or agree not
to sue (if required), upon any claim for any such damages, whether or not
accrued and whether or not known or suspected to exist in its favor.

            Section 8.17. Payments. Notwithstanding any provision to the
contrary herein or in the Indenture, the Notes or the Registration Rights
Agreement, all payments made under or in connection with this Guarantee and the
Indenture, the Notes and the Registration Rights Agreement shall be in
immediately available funds and in lawful currency of the United States.

[SIGNATURE PAGE FOLLOWS]


                                       12
<PAGE>   267

            IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be
duly executed and delivered as of the date first above written.

                                       [GUARANTOR]

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

<PAGE>   268
                                                                 Exhibit H-1/H-2



           [FORM OF GENERAL COUNSEL OPINION FOR BRIDGE NOTE GUARANTEE
                          AND EXCHANGE NOTE GUARANTEE]




                                          [_____ __, ____]



Goldman, Sachs Credit Partners, L.P.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY  10004,
      as Administrative Agent
The Lenders listed on Schedule I attached hereto

            Re:   Bridge Note Guarantee and Exchange Note Guarantee

Ladies and Gentleman:

            I am the General Counsel to ___________, a [Delaware] corporation
(the "Parent"), and have so acted in connection with the execution and delivery
of that certain Bridge Note Guarantee, dated as of _____ __, ____ (the "Bridge
Note Guarantee"), by the Parent in favor of Goldman Sachs Credit Partners L.P.,
as administrative agent (the "Administrative Agent") and that certain Exchange
Note Guarantee, dated as of _____ __, ____ (the "Exchange Note Guarantee") by
the Parent in favor of The Chase Manhattan Bank, as trustee. This opinion is
being delivered to you pursuant to Section 4.22 of the Bridge Loan Agreement,
dated as of March 17, 1999 (the "Bridge Loan Agreement"), among NTL
Incorporated, the Lenders named therein and the Administra tive Agent.
Capitalized terms used herein and not otherwise defined herein shall have the
same meanings herein as ascribed thereto in the Bridge Loan Agreement.

            In rendering the opinions set forth below, I have examined and
relied on originals or copies, certified or otherwise identified to my
satisfaction, of the following:

            (a)   the Bridge Note Guarantee; and


<PAGE>   269


Goldman Sachs Credit Partners, L.P.
_____ __, ____
Page 2



            (b) the Exchange Note Guarantee; and

            (c) such other documents as I have deemed necessary or appropriate
as a basis for the opinions set forth below.

            The documents referred to in clauses (a) through (b) above are
hereinafter referred to collectively as the "Operative Documents".

            In my examination I have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies, and the
authenticity of the originals of such copies. As to any facts material to this
opinion which I did not independently establish or verify, I have relied upon
statements and representations of the Parent and its officers and other
representatives, and of others.

            I do not express any opinion as to the laws of any jurisdiction
other than the laws of the State of New York.

            Based upon the foregoing and subject to the assumptions and
qualifica tions set forth herein, I am of the opinion that:

            1. [Except as set forth on Schedule II attached hereto,] to my
actual knowledge, there are no legal or governmental proceedings pending or
threatened against the Parent or any of its subsidiaries, or to which any of
their respective properties is subject, that could reasonable be expected to
have a Material Adverse Effect.

            2. To my actual knowledge, neither the Parent nor any Subsidiary (i)
is in default (which default has not been waived) under any agreement, document
or instrument to which it is a party or by which it or any of its assets is
bound or (ii) is in violation of any law, rule, regulation, judgement, writ,
determination, order, decree or arbitral award to which the Parent or any
Subsidiary is a party or by which the Parent or any Subsidiary or any of their
respective properties is bound, which default or violation, as the case may be,
would constitute a Default or Event of Default under the Bridge Loan Agreement
or otherwise could reasonably be expected to have a Material Adverse Effect.


<PAGE>   270


Goldman Sachs Credit Partners, L.P.
_____ __, ____
Page 3


            This opinion is being furnished only to the addressees named above
in connection with the covenant specified in Section 4.22 of the Bridge Loan
Agreement and is solely for their benefit and is not to be used or relied upon
by any other person or for any other purpose without our prior written consent,
except that any financial institution who becomes a "Lender" in accordance with
Section 6.2 of the Bridge Loan Agreement (as from time to time amended) may rely
on this opinion as if addressed and delivered to that financial institution on
the date hereof.

                                    Very truly yours,



                                    By:__________________________

<PAGE>   271


                                                        Exhibit H-1/Exhibit H-2





                    [FORM OF OPINION OF SKADDEN, ARPS, SLATE,
                  MEAGHER & FLOM LLP FOR BRIDGE NOTE GUARANTEE
                          AND EXCHANGE NOTE GUARANTEE]




                                                          [___________, ______]



Goldman, Sachs Credit Partners, L.P.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY  10004,
         as Administrative Agent
The Lenders listed on Schedule I attached hereto

                  Re:      Bridge Note Guarantee and Exchange Note Guarantee

                  We have acted as special counsel to __________, a [Delaware]
corporation (the "Parent"), in connection with the execution and delivery of
that certain Bridge Note Guarantee, dated as of _______, ___ (the "Bridge Note
Guarantee"), by the Parent in favor of Goldman Sachs Credit Partners L.P. (the
"Administrative Agent") and that certain Exchange Note Guarantee, dated as of
______ __, ___ (the "Exchange Note Guarantee"), by the Parent in favor of The
Chase Manhattan Bank, as trustee (the "Trustee"). This opinion is being
delivered to you pursuant to Section 4.22 of the Bridge Loan Agreement, dated as
of March 17, 1999 (the "Bridge Loan Agreement"), among NTL Incorporated, the
lenders named therein and the Administrative Agent. Capitalized terms used
herein and not otherwise defined herein shall have the same meanings herein as
ascribed thereto in the Bridge Loan Agreement.

                  In rendering the opinions set forth below, we have examined
and relied on originals or copies, certified or otherwise identified to our
satisfaction, of the following:

<PAGE>   272


Goldman Sachs Credit Partners, L.P.
                    ,
Page 2



                  (a)      the Bridge Note Guarantee;

                  (b)      the Exchange Note Guarantee;

                  (c) the Certificate of Incorporation and By-Laws of the
Parent, as currently in effect;

                  (d) certain resolutions of the Board of Directors of the
Parent relating to the Bridge Note Guarantee, the Exchange Note Guarantee and
the transactions contemplated thereby;

                  (e) a certificate of good standing from the Secretary of State
of the [State of Delaware] as to the good standing of the Parent in such
jurisdiction;

                  (f) certificates and telegrams from public officials in the
jurisdictions listed on Schedule II as to the good standing of the Parent as a
foreign corporation in each such jurisdiction; and

                  (g) such other documents as we have deemed necessary or
appropriate as a basis for the opinions set forth below.

                  The documents referred to in clauses (a) through (b) above are
hereinafter referred to collectively as the "Operative Documents". For purposes
of this opinion (i) the term "Applicable Laws" shall mean the [General
Corporation Law of Delaware] and those laws, rules and regulations of the State
of New York and of the United States of America (including, without limitation,
Regulations T, U and X of the Board of Governors of the Federal Reserve System)
which, in our experience, are normally applicable to transactions of the type
contemplated by the Operative Documents, (ii) the term "Governmental Approval"
means any consent, approval, license, authorization or validation of, or filing,
recording or registration with, any state or federal executive, legislative,
judicial, administrative, or regulatory body which, in our experience, are
normally applicable to transactions of the type contemplated by the Operative
Documents pursuant to Applicable Laws, (iii) the term "Applicable Contract"
shall mean those agreements or instruments governing the Parent's material
indebtedness, each as set forth on Schedule III hereto and which have been
identified to us as such by the Parent in the Parent's Certificate (as
hereinafter defined), (iv) "Governmental Authorities" means any court,
regulatory body, administrative agency, or governmental body of the [State of
Delaware],

<PAGE>   273


Goldman Sachs Credit Partners, L.P.
                    ,
Page 3



the State of New York or the United States of America having jurisdiction over
the Parent or any of its subsidiaries under Applicable Laws, and (iv) the term
"Applicable Orders" means those judgments, orders or decrees of any Governmental
Authorities specifically identified to us by the Parent to be applicable to the
Parent or any of its subsidiaries, as identified on Schedule IV hereto.

                  In our examination we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such copies. As to any facts material to this
opinion which we did not independently establish or verify, we have relied upon
statements and representations of the Parent and its officers and other
representatives, and of others. In particular, we have also reviewed, and are
relying upon as to factual matters as a basis for the opinions set forth herein,
a certificate (the "Parent's Certificate") of an authorized officer of the
Parent certifying that, among other things, the execution, delivery and
performance of Operative Documents will not violate any applicable provisions of
the relevant Applicable Contracts.

                  We do not express any opinion as to the laws of any
jurisdiction other than (i) the laws of the State of New York, [(ii) the General
Corporation Law of the State of Delaware and] (iii) the federal laws of the
United States of America to the extent specifically referred to herein.

                  The opinions set forth below are subject to the following
assumptions and qualifications:

                  (a) the opinions set forth in paragraph 5 are based in part
upon the matters set forth in the Parent's Certificate, without our having made
any independent investigation or verification of such matters;

                  (b) enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally and by general principles of equity (regardless of
whether enforcement is sought in equity or at law);

<PAGE>   274


Goldman Sachs Credit Partners, L.P.
                    ,
Page 4



                  (c) we express no opinion as to the applicability or effect of
any fraudulent transfer or similar law on the opinions expressed below, any
provision of the Operative Documents or any transaction contemplated thereby;

                  (d) we express no opinion as to any provision of the Operative
Documents that purports to grant participants of the Lenders rights of set-off
against the Parent or as to whether any affiliate or branch of the
Administrative Agent or any Lender has a right of set-off against the Parent
pursuant to the Operative Documents;

                  (e) we express no opinion as to the effect on the opinions
expressed herein of (i) the compliance or noncompliance of the Administrative
Agent, any of the Lenders or any other party (other than the Parent) to the
Operative Documents with any state, federal or other laws or regulations
applicable to them or (ii) the legal or regulatory status or nature of the
business of the Administrative Agent, any of the Lenders or any such other
party; and

                  (f) we express no opinion as to the enforceability of any
rights to contribution or indemnification which are violative of the public
policy underlying any law, rule or regulation (including, without limitation,
any federal or state securities law, rule or regulation).

                  In rendering the opinions expressed below, we have assumed,
without any independent investigation or verification of any kind, that:

                  (a) the execution, delivery and performance by the Parent of
the Operative Documents and the consummation of the transactions contemplated
thereby do not and will not conflict with, contravene, violate or constitute a
default under (i) any lease, indenture, instrument or other agreement to which
the Parent or its property is subject (other than the Applicable Contracts as to
which we express our opinion in paragraph 5 herein), (ii) any rule, law or
regulation to which the Parent is subject (other than Applicable Laws as to
which we express our opinion in paragraph 5 herein) or (iii) any judicial or
administrative order or decree of any governmental authority (other than
Applicable Orders as to which we express our opinion in paragraph 5 herein); and

                  (b) no authorization, consent or other approval of, notice to
or filing with any court, governmental authority or regulatory body (other than
Governmental Approvals as to which we express our opinion in paragraph 5 herein)
is required to

<PAGE>   275


Goldman Sachs Credit Partners, L.P.
                    ,
Page 5



authorize or is required in connection with the execution, delivery or
performance by the Parent of the Operative Documents or the transactions
contemplated thereby.

                  Based upon the foregoing and subject to the assumptions and
qualifications set forth herein, we are of the opinion that:

                  1. The Parent has been [duly incorporated] and is validly
existing and is in good standing as a corporation under the laws of the [State
of Delaware.]

                  2. Based solely on certificates from the Secretary of State of
the applicable jurisdiction, the Parent is duly qualified as a foreign
corporation to transact business and is in good standing in each jurisdiction
listed in the Parent's Certificate attached as Exhibit A hereto.

                  3. The Parent has full corporate power and authority to
execute, deliver and perform the Operative Documents.

                  4. The Parent has taken all necessary corporate action to
authorize the execution, delivery and performance by it of the Operative
Documents.

                  5. The execution, delivery and performance of the Operative
Documents by the Parent, compliance by the Parent with the terms thereof and the
consummation by the Parent of the transactions contemplated thereby will not (i)
conflict with the Certificate of Incorporation or By-laws of the Parent, (ii)
constitute a violation of, or a default under the terms of any Applicable
Contract (except we do not express any opinion as to any covenant, restriction
or provision of any such agreement or instrument with respect to financial
ratios or tests), (iii) result in the creation or imposition of any Lien upon
property or assets of the Parent pursuant to the terms of any Applicable
Contract, (iv) contravene any provision of any Applicable Laws or Applicable
Orders or (v) require any Governmental Approval, except such as have been
obtained or made on or prior to the date hereof, such as may be required in
connection with the registration under the Securities Act of the Exchange Notes
in accordance with the Registration Rights Agreement.

                  6. Each of the Operative Documents has been duly authorized,
executed and delivered by the Parent and constitutes a valid and binding
obligation of the Parent enforceable against the Parent in accordance with its
terms.

<PAGE>   276


Goldman Sachs Credit Partners, L.P.
                    ,
Page 6




                  7. The Parent is not and, upon the execution and delivery of
the Operative Documents will not be an "investment company" within the meaning
of the Investment Company Act of 1940, as amended.


                  This opinion is being furnished only to the addressees named
above in connection with the covenant specified in Section 4.22 of the Bridge
Loan Agreement and is solely for their benefit and is not to be used or relied
upon by any other person or for any other purpose without our prior written
consent, except that any financial institution who becomes a "Lender" in
accordance with Section 6.2 of the Bridge Loan Agreement (as from time to time
amended) may rely on this opinion as if addressed and delivered to that
financial institution on the date hereof.

                                                     Very truly yours,

<PAGE>   277



                                                                      Schedule I


                                     Lenders

Goldman Sachs Credit Partners, L.P.

<PAGE>   278
                                                                     Schedule II


                              Foreign Jurisdictions


Name                                                                Jurisdiction


<PAGE>   279



                                                                    Schedule III


                              Applicable Contracts




<PAGE>   280



                                                                     Schedule IV


                                Applicable Orders




<PAGE>   281



                                                                       Exhibit A


                                NTL INCORPORATED

                              OFFICER'S CERTIFICATE


                  The undersigned certifies that he is a duly elected and
authorized officer of ______________, a [Delaware] corporation (the "Parent"),
and that as such he is authorized to execute this certificate on behalf of the
Parent.

                  The undersigned acknowledges that pursuant to Section 4.22 of
the Bridge Loan Agreement, Skadden, Arps, Slate, Meagher & Flom LLP ("SASM&F")
is rendering a legal opinion to the Administrative Agent and the Lenders (the
"Opinion"). The undersigned further understands that SASM&F is relying on this
officer's certificate and the statements made herein in rendering the Opinion
and the Lenders are relying on clauses (iv) and (v) of this officer's
certificate being provided in connection with the Opinion and the Loan
Documents. Capitalized terms used herein and not otherwise defined herein shall
have the same meanings herein as ascribed thereto in the Opinion.

                  With regard to the foregoing, the undersigned further
certifies that on behalf of the Parent:

                  (i) the undersigned is familiar with the covenants contained
in each of the Applicable Contracts.

                  (ii) due inquiry has been made of all persons deemed necessary
or appropriate to verify or confirm the statements contained herein.

                  (iii) the execution, delivery and performance of the Operative
Documents will not violate any applicable provisions of the relevant Applicable
Contracts

                  (iv) Set forth on Schedule I hereto are all of the agreements
or instruments governing the Parent's material indebtedness.

                  (v) Set forth on Schedule II hereto are all of the orders,
judgments and decrees of any governmental authority which are material to the
business or property of the Parent.

                  (vi) Set forth on Schedule III hereto are all of the
jurisdictions in which the Parent is qualified to do business as a foreign
corporation.

<PAGE>   282



                  (vii) The value of all securities owned by the Parent
(excluding those issued by majority-owned Subsidiaries of the Parent) does not
exceed 10% of the value of the Parent's total assets.

                  (viii) Less than 25 percent of the assets of the Parent on a
consolidated basis and on an unconsolidated basis consist of margin stock (as
such term is defined in Regulation U of the Board of Governors of the Federal
Reserve System).

                  (ix) The Parent (a) is primarily engaged, directly or through
a wholly-owned subsidiary or subsidiaries, in a business or businesses other
than that of investing, reinvesting, owning, holding or trading in securities
and (b) is not engaged and does not propose to engage in the business of
investing, reinvesting, owning, holding or trading in securities, and does not
own or propose to acquire investment securities having a value exceeding 40
percent of the value of the Parent's total assets (exclusive of government
securities and cash items) on an unconsolidated basis.

                  IN WITNESS WHEREOF, the undersigned has executed this
certificate this __th day of ________, ____.



                                 By:_______________________________
                                       Name:
                                       Title:

<PAGE>   283



                                                                      Schedule I

                              Applicable Contracts



<PAGE>   284



                                                                     Schedule II

                                Applicable Orders


<PAGE>   285


                                                                    Schedule III


                              Foreign Jurisdictions


Name                                                                Jurisdiction


<PAGE>   286

                                                                       EXHIBIT I

                              SOLVENCY CERTIFICATE

            I, the undersigned, the Chief Financial Officer of NTL Incorporated,
a Delaware corporation (the "Company" or the "Borrower"), do hereby certify as
follows:

            1. This Certificate is furnished to the Administrative Agent and the
Lenders pursuant to Section 5.24 of the Bridge Loan Agreement dated as of March
17, 1999 (as it may be amended, supplemented or otherwise modified from time to
time, the "Bridge Loan Agreement"), by and among the Company, the Lenders
referred to therein, and Goldman Sachs Credit Partners L.P., as administrative
agent. Capitalized terms used herein and not otherwise defined herein shall have
the meanings ascribed thereto in the Bridge Loan Agreement.

            2. For purposes of this Certificate, the terms below shall have the
following definitions:

            "Unreasonably Small Capital" relates to the ability of the Borrower
      on a consolidated basis after giving effect to the consummation of the
      Transactions, to continue as a going concern and not lack sufficient
      capital for its present needs and anticipated needs, including, without
      limitation, Identified Contingent Liabilities, without substantial
      unplanned disposition of assets outside the ordinary course of business,
      restructuring of debt, externally forced revisions of its operations, or
      similar actions.

            "Fair Market Value" means the amount at which the aggregate assets
      of an entity would change hands between a willing buyer and a willing
      seller, within a commercially reasonable period of time, each having
      reasonable knowledge of the relevant facts, neither being under any
      compulsion to act, with equity to both.

            "Identified Contingent Liabilities" means the maximum reasonably
      estimated liabilities of the Borrower on a consolidated basis that may
      result from pending litigation, asserted claims and assessments,
      guaranties, indemnities, environmental conditions, contract obligations,
      uninsured risks, and other contingent liabilities as identified and
      explained to me in terms of their nature and estimated dollar magnitude by
      management of the Borrower (the "Management"). Based on my reasonable
      inquiries and analysis in connection with this certificate, I have no
      reason to believe that such identified contingent liabilities are
      materially understated and nothing has come to my attention suggesting
      that material contingent liabilities have not been identified or
      disclosed. I do not give any opinion as to whether such contingent
      liabilities meet the criteria for accrual under Statement of Financial
      Accounting Standards No. 5.

            "Financing" means the indebtedness being incurred, assumed or
      guaranteed by the Borrower through the issuance of the Bridge Loans.

            "Present Fair Saleable Value" means the aggregate amount that may be
      realized from an independent willing buyer if an entity's assets are sold
      as an entirety with 


               Bridge Loan Agreement Solvency Certificate Page 1
<PAGE>   287

      reasonable promptness in an arm's-length transaction under present
      conditions for the sale of assets as an entirety of the business
      comprising such entity.

            "Stated Liabilities" means the recorded liabilities of the Borrower
      on a consolidated basis pursuant to the unaudited September 30, 1998
      balance sheet as prepared by the Borrower. Stated Liabilities excludes
      indebtedness under the Financing. Based upon representations made within
      the Bridge Loan Agreement by the Borrower and my investigations as
      described herein, I have no reason to believe that there has been any such
      material adverse change since September 30, 1998 other than those changes
      set forth on Schedule 5.3 of the Bridge Loan Agreement.

            3. For purposes of this Certificate, I, or officers of the Company
under my direction and supervision, have performed the following procedures as
of and for the periods set forth below.

      a.    I have reviewed the financial statements (including the pro forma
            financial statements) referred to in Section 3.10 of the Bridge Loan
            Agreement.

      b.    I have made inquiries of certain officials of the Company and its
            Subsidiaries who have responsibility for financial and accounting
            matters regarding (i) the existence and amount of Identified
            Contingent Liabilities associated with the business of the Company
            and its Subsidiaries and (ii) whether the unaudited pro forma
            projected consolidated financial statements referred to in paragraph
            (a) above have been constructed based on information and assumptions
            that, in the judgment of management, are reasonable.

      c.    I have knowledge of and have reviewed to my satisfaction the Loan
            Documents and the respective Schedules and Exhibits thereto.

      d.    With respect to Identified Contingent Liabilities, I:

            i.    inquired of certain officials of the Company and its
                  Subsidiaries who have responsibility for legal, financial and
                  accounting matters as to the existence and estimated liability
                  with respect to all contingent liabilities associated with the
                  business of the Company and its Subsidiaries; and

            ii.   confirmed with officers of the Company and its Subsidiaries
                  that, to the best of such officers' knowledge, (i) all
                  appropriate items were included in Stated Liabilities or
                  Identified Contingent Liabilities and that (ii) the amounts
                  relating thereto were the maximum estimated amount of
                  liabilities reasonably likely to result therefrom as of the
                  date hereof

      e.    I have made inquiries of certain officers of the Company and its
            Subsidiaries who have responsibility for financial reporting and
            accounting matters regarding whether they were aware of any events
            or conditions that, as of the date hereof, would cause the Borrower
            (on a consolidated basis), after giving effect to the consummation
            of the Transactions to (i) have assets with a Fair Market Value that
            is less than the sum of Stated Liabilities, Identified Contingent
            Liabilities and the 


               Bridge Loan Agreement Solvency Certificate Page 2
<PAGE>   288

            Financing; (ii) have assets with a Present Fair Saleable Value that
            is less than the sum of Stated Liabilities, Identified Contingent
            Liabilities and the Financing; (ii) have Unreasonably Small Capital;
            or (iv) not be able to pay the respective Stated Liabilities,
            Identified Contingent Liabilities, and the Financing as they mature
            or otherwise become payable.

            4. Based on and subject to the foregoing, I hereby certify on behalf
of the Company that, after giving effect to the consummation of the
Transactions, it is my opinion that:

            a.    The Fair Market Value of the assets of the Borrower (on a
                  consolidated basis) exceeds and will exceed its liabilities
                  (including, without limitation, the Financing, Stated
                  Liabilities and Identified Contingent Liabilities);

            b.    The Present Fair Saleable Value of the assets of the Borrower
                  (on a consolidated basis) exceeds and will exceed its probable
                  liabilities on its debts (including, without limitation, the
                  Financing, Stated Liabilities and Identified Contingent
                  Liabilities) as such debts become absolute and matured;

            c.    The Borrower (on a consolidated basis) is and will be able to
                  pay its debts (including, without limitation, the Financing,
                  Stated Liabilities and Identified Contingent Liabilities) as
                  such debts mature; and

            d.    The Borrower (on a consolidated basis) does not and will not
                  have Unreasonably Small Capital with which to conduct its
                  present and anticipated business.

            I am not an appraiser or a valuation expert and have not obtained or
relied on the services of appraisers or valuation experts in making the above
statements. All such statements regarding Fair Value and Present Saleable Value
are made to the best of my knowledge without having made any investigation or
inquiry, except as specifically provided in Paragraph 3 above. This Certificate
is given solely in my capacity as an officer of the Company and not in my
individual capacity.


               Bridge Loan Agreement Solvency Certificate Page 3
<PAGE>   289

      IN WITNESS WHEREOF, I have set forth my name below as of the date written.

                                              By: 
                                                  ---------------------------
                                                  Name:
Date: _____ __, 1999                              Title: Chief Financial Officer


      Bridge Loan Agreement Solvency Certificate Signature Page