EXHIBIT 4.11


                                                                  EXECUTION COPY
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                                NTL INCORPORATED


                                 $1,300,000,000


                  9-3/4% SENIOR DEFERRED COUPON NOTES DUE 2008


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


                                    INDENTURE

                           Dated as of March 13, 1998


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



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

                            The Chase Manhattan Bank


                                     Trustee

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


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

<PAGE>


                                 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
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............................................24
   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............................26
   Section 3.03. Notice of Redemption.........................................26
   Section 3.04. Effect of Notice of Redemption...............................27
   Section 3.05. Deposit of Redemption Price..................................27
   Section 3.06. Notes Redeemed in Part.......................................27
   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.......................................31
   Section 4.04. Stay, Extension and Usury Laws...............................31
   Section 4.05. Corporate Existence..........................................32
   Section 4.06. Taxes........................................................32
   Section 4.07. Limitations on Liens.........................................32
   Section 4.08. Incurrence Of Indebtedness And Issuance Of Preferred Stock...32
   Section 4.09. Restricted Payments..........................................35


                                       i
<PAGE>


   Section 4.10. Asset Sales..................................................37
   Section 4.11. Transactions with Affiliates.................................40
   Section 4.12. Dividends and Other Payment Restrictions Affecting
                   Restricted Subsidiaries....................................41
   Section 4.13. Change of Control............................................43
   Section 4.14. Payment of Additional Amounts................................43
ARTICLE V. SUCCESSORS.........................................................44
   Section 5.01. Merger, Consolidation or Sale of Assets......................44
   Section 5.02. Successor Corporation Substituted............................44
ARTICLE VI. DEFAULTS AND REMEDIES.............................................45
   Section 6.01. Events of Default............................................45
   Section 6.02. Acceleration.................................................46
   Section 6.03. Other Remedies...............................................47
   Section 6.04. Waiver of Past Defaults......................................48
   Section 6.05. Control by majority..........................................48
   Section 6.06. Limitation on Suits..........................................48
   Section 6.07. Rights of Holders to Receive Payment.........................48
   Section 6.08. Collection Suit by Trustee...................................49
   Section 6.09. Trustee May File Proofs of Claim.............................49
   Section 6.10. Priorities...................................................49
   Section 6.11. Undertaking for Costs........................................49
ARTICLE VII. TRUSTEE..........................................................50
   Section 7.01. Duties of Trustee............................................50
   Section 7.02. Rights of Trustee............................................50
   Section 7.03. Individual Rights of Trustee.................................51
   Section 7.04. Trustee's Disclaimer.........................................51
   Section 7.05. Notice of Defaults...........................................51
   Section 7.06. Reports by Trustee to Holders................................51
   Section 7.07. Compensation and Indemnity...................................52
   Section 7.08. Replacement of Trustee.......................................52
   Section 7.09. Successor Trustee by Merger, Etc.............................53
   Section 7.10. Eligibility; Disqualification................................53
   Section 7.11. Preferential Collection of Claims Against Company............54
ARTICLE VIII. DISCHARGE OF INDENTURE..........................................54
   Section 8.01. Termination of Company's Obligations.........................54
   Section 8.02. Option to Effect Defeasance..................................54
   Section 8.03. Application of Trust Money...................................56
   Section 8.04. Repayment to Company.........................................56
   Section 8.05. Reinstatement................................................56
ARTICLE IX. AMENDMENTS, SUPPLEMENTS AND WAIVERS...............................57
   Section 9.01. Without Consent of Holders...................................57
   Section 9.02. With Consent of Holders......................................57
   Section 9.03. Compliance with Trust Indenture Act..........................58
   Section 9.04. Revocation and Effect of Consents............................58
   Section 9.05. Notation on or Exchange of Notes.............................59
   Section 9.06. Trustee Protected............................................59


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<PAGE>


ARTICLE X. MISCELLANEOUS......................................................59
   Section 10.01.  Trust Indenture Act Controls...............................59
   Section 10.02.  Notices....................................................59
   Section 10.03.  Communication by Holders with Other Holders................60
   Section 10.04.  Certificate and Opinion as to Conditions Precedent.........60
   Section 10.05.  Statements Required in Certificate or Opinion..............60
   Section 10.06.  Rules by Trustee and Agents................................60
   Section 10.07.  Legal Holidays.............................................61
   Section 10.08.  No Recourse Against Others.................................61
   Section 10.09.  Counterparts and Facsimile Signatures......................61
   Section 10.10.  Variable Provisions........................................61
   Section 10.11.  Governing Law..............................................62
   Section 10.12.  No Adverse Interpretation of Other Agreements..............62
   Section 10.13.  Successors.................................................62
   Section 10.14.  Severability...............................................62
   Section 10.15.  Table of Contents, Headings, Etc...........................62


                                      iii
<PAGE>

                             CROSS-REFERENCE TABLE*


(a)         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


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<PAGE>



(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.



                                       v
<PAGE>


     INDENTURE, dated as of March 13, 1998, between NTL Incorporated, a Delaware
corporation  (the  "Company"),   and  The  Chase  Manhattan  Bank,  a  New  York
corporation, as trustee (the "Trustee").

     Each party agrees as follows for the benefit of the other party and for the
equal and ratable  benefit of the  Holders  (as defined in Section  1.01) of the
Company's  9-3/4% Senior  Deferred  Coupon Notes Due 2008 (the "Initial  Notes")
and, if and when issued in exchange  for Initial  Notes,  the  Company's  9-3/4%
Series B Senior  Deferred  Coupon  Notes Due 2008  (the  "Exchange  Notes"  and,
together with the Initial Notes, the "Notes"):

                                   ARTICLE I.


SECTION 1.01.  DEFINITIONS.

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

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

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

     "Accreted Value" means, as of any date of  determination  prior to April 1,
2003, with respect to any Note, the sum of (a) the initial offering price (which
is $617.24  per $1,000  principal  amount at maturity of the Notes) of such Note
and (b) the portion of the excess of the principal amount of such Note over such
initial offering price which shall have been accreted thereon through such date,
such  amount to be so  accreted on a daily basis at a rate of 9.75% per annum of
the initial  offering price of a Note,  compounded  semiannually on each April 1
and  October  1 from the  date of  issuance  of the  Notes  through  the date of
determination, computed on the basis of a 360-day year of twelve 30-day months.

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

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

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

     "Adjusted Total Controlled  Assets" means the total amount of assets of the
Company and its Cable  Controlled  Subsidiaries,  except to the extent resulting
from write-ups of assets (other than write-

<PAGE>


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

     "Affiliate"  of any  specified  Person  means  any  other  Person  directly
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control with such specified Person.  For purposes of this definition,  "control"
(including,  with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the  possession,  directly  or  indirectly,  of the power to direct or cause the
direction  of the  management  or policies of such Person,  whether  through the
ownership of voting securities,  by agreement or otherwise;  provided,  however,
that  beneficial  ownership of 10% or more of the voting  securities of a Person
shall be deemed to be control.

     "Agent" means any Registrar or Paying Agent.

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

     "Applicable Notes" means the Company's 10 7/8% Senior Deferred Coupon Notes
Due 2003.

     "Asset  Sale"  means (i) any sale,  lease,  transfer,  conveyance  or other
disposition of any assets (including by way of a sale-and-leaseback)  other than
the sale or transfer of inventory or goods held for sale in the ordinary  course
of  business  (provided  that the sale,  lease,  transfer,  conveyance  or other
disposition  of all or  substantially  all of the assets of the Company shall be
governed by Section  4.13 or 5.01  hereof) or (ii) any  issuance,  sale,  lease,
transfer,  conveyance or other disposition of any Equity Interests of any of the
Company's  Restricted  Subsidiaries to any Person; in either case other than (A)
to (w) the Company, (x) any Wholly Owned Subsidiary, or (y) any Subsidiary which
is a Subsidiary of the Company on the Issuance Date provided that at the time of
and after giving effect to such issuance,  sale, lease, transfer,  conveyance or
other disposition to such Subsidiary, the Company's ownership percentage in such
Subsidiary  is equal to or greater than such  percentage on the Issuance Date or
(B) the issuance,  sale,  transfer,  conveyance or other  disposition  of Equity
Interests of a Subsidiary  in exchange for capital  contributions  made on a pro
rata basis by the holders of the Equity Interests of such Subsidiary.

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

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


                                       2
<PAGE>


     "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 one day 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 one day  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


                                       3
<PAGE>


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
Subsidiary  of which at least 80% of the Capital  Stock having  ordinary  voting
power for the election of


                                       4
<PAGE>


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  7-1/4%  Convertible
Subordinated  Notes issued  pursuant to an indenture dated as of April 20, 1995,
between the Company and The Chase  Manhattan  Bank  (formerly  known as Chemical
Bank), as trustee,  and the Company's 7% Convertible  Subordinated  Notes issued
pursuant to an indenture dated as of June 12, 1996,  between the Company and The
Chase Manhattan Bank (formerly known as Chemical Bank), as trustee.

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

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

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

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

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


                                       5
<PAGE>


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

     "EBITDA" means, for any Person,  for any period, an amount equal to (A) the
sum of (i)  Consolidated  Net Income for such period  (exclusive  of any gain or
loss  realized in such period upon an Asset Sale),  plus (ii) the  provision for
taxes for such  period  based on income or profits to the extent  such income or
profits were included in computing Consolidated Net Income and any provision for
taxes  utilized  in  computing  net loss  under  clause (i)  hereof,  plus (iii)
Consolidated  Interest Expense for such period,  plus (iv) depreciation for such
period on a consolidated  basis,  plus (v)  amortization of intangibles for such
period on a  consolidated  basis,  plus (vi) any other  non-cash  item  reducing
Consolidated Net Income for such period (excluding any such non-cash item to the
extent  that it  represents  an accrual of or reserve  for cash  expenses in any
future period or amortization of a prepaid cash expense that was paid in a prior
period),  minus (B) all non-cash items  increasing  Consolidated  Net Income for
such period,  all for such Person and its Subsidiaries  determined in accordance
with GAAP consistently applied.

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

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

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

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

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

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

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

     "Guarantee"  means a guarantee  (other than by  endorsement  of  negotiable
instruments  for  collection  in the  ordinary  course of  business),  direct or
indirect,  in any manner (including,  without


                                       6
<PAGE>


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   Purchasers"  means  Donaldson,   Lufkin  &  Jenrette  Securities
Corporation,  Donaldson,  Lufkin & Jenrette International,  Morgan Stanley & Co.
Incorporated,  Morgan  Stanley  & Co.  International  Limited,  BT  Alex.  Brown
Incorporated,   BT  Alex.  Brown   International,   Division  of  Bankers  Trust
International  PLC,  Chase  Securities  Inc.,  Salomon  Brothers Inc and Salomon
Brothers International Limited.

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

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

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

     "Issuance  Date" means the date on which the Notes are first  authenticated
and issued.


                                       7
<PAGE>


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

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

     "Long Distance/Microwave  Assets" means any assets, tangible or intangible,
choate or inchoate, primarily used in the business conducted by OCOM Corporation
in the United States as of the Issuance Date.

     "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(v) 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).


                                       8
<PAGE>


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

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

     "Non-Recourse  Debt" means  Indebtedness or that portion of Indebtedness as
to which none of the Company, nor any Restricted Subsidiary: (i) provides credit
support  (including  any  undertaking,   agreement  or  instrument  which  would
constitute  Indebtedness);  (ii) is  directly  or  indirectly  liable;  or (iii)
constitutes the lender.

     "Non-Restricted  Subsidiary" means (A) a Subsidiary that (a) at the time of
its designation by the Board of Directors as a Non-Restricted Subsidiary has not
acquired  any assets  (other  than as  specifically  permitted  by clause (e) of
"Permitted  Investments" or Section 4.09 hereof), at any previous time, directly
or indirectly from the Company or any of its Restricted Subsidiaries, (b) has no
Indebtedness  other  than  Non-Recourse  Debt  and (c)  that at the time of such
designation,  after  giving pro forma effect to such  designation,  the ratio of
Indebtedness  to Annualized  Pro Forma EBITDA of the Company is equal to or less
than the ratio of  Indebtedness  to  Annualized  Pro Forma EBITDA of the Company
immediately preceding such designation,  provided, however, that if the ratio of
Indebtedness to Annualized Pro Forma EBITDA of the Company immediately preceding
such  designation is 6:1 or less,  then the ratio of  Indebtedness to Annualized
Pro Forma EBITDA of the Company may be 0.5 greater  than such ratio  immediately
preceding such  designation;  (B) any Subsidiary  which (a) has been acquired or
capitalized out of or by Equity Interests (other than Disqualified Stock) of the
Company or Capital Stock Sale Proceeds therefrom,  (b) has no Indebtedness other
than Non-Recourse  Debt and (c) is designated as a Non-Restricted  Subsidiary by
the Board of Directors or is merged,  amalgamated or consolidated  with or into,
or its  assets  or  capital  stock is to be  transferred  to,  a  Non-Restricted
Subsidiary; or (C) any Subsidiary of a Non-Restricted Subsidiary.

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

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

     "Officers'  Certificate" means a certificate signed by two Officers, one of
whom must be the Chairman of the Board,  the President,  the Treasurer or a Vice
President of the Company. See Sections 10.04 and 10.05 hereof.

     "Old Notes" means the  Applicable  Notes,  the 12-3/4%  Notes,  the 11-1/2%
Notes and the 10% Notes.


                                       9
<PAGE>


     "Opinion  of Counsel"  means a written  opinion  from legal  counsel who is
acceptable  to the Trustee.  The counsel may be an employee of or counsel to the
Company or the Trustee. See Sections 10.04 and 10.05 hereof.

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

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

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

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

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

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


                                       10
<PAGE>


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

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

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

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

     "Pro Forma EBITDA" means for any Person, for any period, the EBITDA of such
Person  as  determined  on  a  consolidated   basis  for  such  Person  and  its
Subsidiaries in accordance  with GAAP after giving effect to the following:  (i)
if, during or after such period,  such Person or any of its  Subsidiaries  shall
have made any Asset Sale,  Pro Forma EBITDA of such Person and its  Subsidiaries
for such period  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.


                                       11
<PAGE>


     "Purchase  Agreement"  means the Purchase  Agreement,  dated as of March 6,
1998, between the Company and the Initial Purchasers.

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

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

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

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

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


                                       12
<PAGE>


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

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

     "Registration  Rights  Agreement" means the  Registration  Rights Agreement
relating to the Notes, dated March 13, 1998, between the Company and the Initial
Purchasers party thereto.

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

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

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

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

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

     "SEC" means the Securities and Exchange Commission.

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

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

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

     "TIA"  means  the  Trust  Indenture  Act of 1939 (15 U.S.  Code  (Sections)
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.


                                       13
<PAGE>


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

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

     "Wholly Owned Subsidiary"  means, at any time, a Restricted  Subsidiary all
of the Capital Stock of which (except  directors'  qualifying  shares) is at the
time owned directly or indirectly by the Company.

SECTION 1.02.  OTHER DEFINITIONS.

                                                Defined
          Term                                 in Section
          "Additional Amounts"                    4.14
          "Affiliate Transaction"                 4.11
          "Agent Member"                          2.01
          "Asset Sale Offer"                      4.10
          "Bankruptcy Law"                        6.01
          "Cedel"                                 2.01
          "Change of Control Payment"             4.13
          "Commencement Date"                     3.09
          "Custodian"                             6.01
          "Defeasance"                            8.02
          "Euroclear"                             2.01
          "Event of Default"                      6.01
          "Excess Proceeds"                       4.10
          "Global Note"                           2.01
          "incur"                                 4.08
          "Judgment Currency"                    10.07
          "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
          "Rate of Exchange"                     10.07
          "Refinancing Indebtedness"              4.08
          "Regulation S"                          2.01
          "Regulation S Global Note"              2.01


                                       14
<PAGE>


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


SECTION 1.03.  INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

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

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

     "indenture securities" means the Notes;

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

     "indenture to be qualified" means this Indenture;

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

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

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

SECTION 1.04.  RULES OF CONSTRUCTION.

     Unless the context otherwise requires:

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

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

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

     (d) "or" is not exclusive;

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

     (f) provisions apply to successive events and transactions;


                                       15
<PAGE>


     (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 "Pounds Sterling" is to British pounds sterling.


                                   ARTICLE II.
                                    THE NOTES

SECTION 2.01.  FORM AND DATING.

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

     (b) Global  Notes.  The  Initial  Notes are being  offered  and sold by the
Company pursuant to the Purchase Agreement.

     Initial  Notes  offered  and sold in  reliance  on  Regulation  S under the
Securities Act ("Regulation S"), as provided in the Purchase Agreement, shall be
issued  initially  in  the  form  of one  or  more  permanent  Global  Notes  in
definitive, fully registered form without interest coupons with the Global Notes
Legend  and  Restricted  Notes  Legend  set  forth  in  Exhibit  A  hereto  (the
"Regulation  S  Global  Note"),  which  shall  be  deposited  on  behalf  of the
purchasers of the Initial Notes represented thereby with the Trustee, at its New
York office, as custodian, for the Depositary, and registered in the name of the
Depositary  or the nominee of the  Depositary  for the  accounts  of  designated
agents holding on behalf of the Euroclear  System  ("Euroclear")  or Cedel Bank,
societe anonyme ("Cedel"), duly executed by the Company and authenticated by the
Trustee  as  hereinafter  provided.   The  aggregate  principal  amount  of  the
Regulation  S Global Note may from time to time be  increased  or  decreased  by
adjustments made on the records of the Trustee and the Depositary or its nominee
as hereinafter provided.

     Initial Notes offered and sold to Qualified  Institutional  Buyers ("QIBs")
in reliance on Rule 144A under the Securities Act ("Rule 144A"),  as provided in
the  Purchase  Agreement,  shall be issued  initially in the form of one or more
permanent  Global Notes in definitive,  fully  registered form


                                       16
<PAGE>


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.

     Upon consummation of the Registered  Exchange Offer, the Exchange Notes may
be issued in the form of one or more permanent Global Notes in definitive, fully
registered  form without  interest  coupons with the Global Notes Legend but not
the  Restricted  Notes Legend set forth in Exhibit A hereto,  registered  in the
name of the  Depositary  or a nominee of the  Depositary,  duly  executed by the
Company and authenticated by the Trustee as hereinafter provided.  The aggregate
principal  amount of such  Global  Notes may from time to time be  increased  or
decreased by  adjustments  made on the records of the Trustee and the Depositary
or its nominee as hereinafter provided.

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

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

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

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

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


                                       17
<PAGE>


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

SECTION 2.02.  EXECUTION AND AUTHENTICATION.

     Two  Officers  shall sign the Notes for the Company by manual or  facsimile
signature.

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

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

     The  Trustee  shall,  upon a  written  order of the  Company  signed by two
Officers,  authenticate  (1) Initial Notes for original issue up to an aggregate
principal  amount  stated in  paragraph 6 of the Initial  Notes and (2) Exchange
Notes  for  issue  only  in  a  Registered  Exchange  Offer,   pursuant  to  the
Registration  Rights  Agreement,  in  exchange  for  Initial  Notes  for a  like
principal  amount.  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, as long as the Notes are listed on the  Luxembourg  Stock
Exchange,  in  Luxembourg,  (i)  offices  or  agencies  where  the  Notes may be
presented for  registration of transfer or for exchange  ("Registrar")  and (ii)
offices  or  agencies  where the Notes may be  presented  for  payment  ("Paying
Agent").  The Company  initially  designates the Trustee at its corporate  trust
offices in the Borough of Manhattan,  City of New York, State of New York to act
as principal  Registrar and Paying Agent and Banque  Internationale a Luxembourg
S.A. to act as a Registrar and Paying Agent.  Until otherwise  designated by the
Company,  the Company shall also provide a Registrar and Paying Agent in London,
England at the offices of the Trustee  maintained  for that purpose.  The Paying
Agent  located at the  offices of the  Trustee in London,  England  shall be the
principal  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


                                       18
<PAGE>


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

SECTION 2.05.  HOLDER LISTS.

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

SECTION 2.06.  TRANSFER AND EXCHANGE.

     Where Notes are presented to the Registrar or a co-registrar with a request
to  register a transfer  or to exchange  them for an equal  principal  amount of
Notes of other denominations,  the Registrar shall register the transfer or make
the  exchange  if its  requirements  for such  transactions  are met.  To permit
registrations  of  transfers  and  exchanges,  the  Company  shall issue and the
Trustee shall authenticate Notes at the Registrar's  request.  No service charge
shall be made for any  registration of transfer or exchange (except as otherwise
expressly  permitted  herein),  but the  Company  may  require  payment of a sum
sufficient to cover any transfer tax or similar  governmental  charge payable in
connection  therewith (other than any such transfer tax or similar  governmental
charge payable upon exchanges pursuant to Sections 2.10, 3.06 or 9.05 hereof).

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


                                       19
<PAGE>


     (a)  Notwithstanding  any  provision to the contrary  herein,  so long as a
Global Note remains  outstanding  and is held by or on behalf of the Depositary,
transfers of a Global Note, in whole or in part, or of any  beneficial  interest
therein,  shall only be made in accordance with Section 2.01(b) and this Section
2.06(a);  provided,  however,  that beneficial interests in a Global Note may be
transferred  to Persons who take  delivery  thereof in the form of a  beneficial
interest in the same Global Note in  accordance  with the transfer  restrictions
set forth in the  Restricted  Notes  Legend  and under the  heading  "Notice  to
Investors" in the Company's Offering Memorandum dated March 6, 1998.

          (i) Except for transfers or exchanges made in accordance  with clauses
     (ii) through (iv) of this Section 2.06(a), transfers of a Global Note shall
     be limited to 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  of the  Rule  144A  Global  Note  and to  increase  or  cause to be
     increased  the  principal  amount of the  Regulation  S Global  Note by the
     aggregate  principal  amount of the  beneficial  interest  in the Rule 144A
     Global Note equal to the  beneficial  interest in the  Regulation  S Global
     Note to be exchanged or  transferred,  to credit or cause to be credited to
     the  account of the Person  specified  in such  instructions  a  beneficial
     Interest  in the  Regulation  S Global Note equal to the  reduction  in the
     principal  amount of the Rule 144A  Global Note and to debit or cause to be
     debited from the account of the Person making such exchange or transfer the
     beneficial interest in the Rule 144A Global Note that is being exchanged or
     transferred.

          (iii)  Regulation S Global Note to Rule 144A Global Note.  If an owner
     of a beneficial interest in the Regulation S Global Note deposited with the
     Depositary  or with the Trustee as custodian for the  Depositary  wishes at
     any time to transfer  its  interest in such  Regulation  S Global Note to a
     Person who is required to take delivery  thereof in the form of an interest
     in the Rule 144A Global  Note,  such  Holder may,  subject to the rules and
     procedures of Euroclear or Cedel,  as the case may be, and the  Depositary,
     exchange


                                       20
<PAGE>


     or  cause  the  exchange  of such  interest  for an  equivalent  beneficial
     interest  in the Rule 144A  Global  Note.  Upon  receipt  by the  principal
     Registrar of (1) instructions  from Euroclear or Cedel, if applicable,  and
     the Depositary,  directing the principal Registrar to credit or cause to be
     credited a  beneficial  interest  in the Rule 144A Global Note equal to the
     beneficial  interest in the  Regulation  S Global Note to be  exchanged  or
     transferred,   such  instructions  to  contain  information  regarding  the
     participant  account with the Depositary to be credited with such increase,
     (2) a written order given in accordance  with the  Depositary's  procedures
     containing  information regarding the participant account of the Depositary
     and (3) a certificate in the form of Exhibit D attached hereto given by the
     owner of such beneficial interest, then Euroclear or Cedel or the principal
     Registrar,  as the case may be, will  instruct the  Depositary to reduce or
     cause to be reduced the  Regulation  S Global Note and to increase or cause
     to be increased  the  principal  amount of the Rule 144A Global Note by the
     aggregate  principal amount of the beneficial  interest in the Regulation S
     Global Note to be exchanged or  transferred,  and the  principal  Registrar
     shall instruct the Depositary,  concurrently with such reduction, to credit
     or cause to be  credited  to the  account of the Person  specified  in such
     instructions  a  beneficial  interest in the Rule 144A Global Note equal to
     the reduction in the principal  amount of the  Regulation S Global Note and
     to debit or cause to be debited from the account of the Person  making such
     exchange or transfer  the  beneficial  interest in the  Regulation S Global
     Note that is being exchanged or transferred.

          (iv)  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


                                       21
<PAGE>


     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 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) Restricted  Period.  Prior to the termination of the "restricted
     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 restricted  period and the
     Trustee may rely conclusively thereon.


                                       22
<PAGE>


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

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

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

SECTION 2.07.  REPLACEMENT  NOTES.

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

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


                                       23
<PAGE>


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

SECTION 2.08.  OUTSTANDING NOTES.

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

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

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

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

SECTION 2.09.  TREASURY NOTES.

     In  determining  whether the Holders of the  required  principal  amount of
Notes have  concurred in any  direction,  waiver or consent,  Notes owned by the
Company or an Affiliate of the Company  shall be  considered  as though they are
not outstanding, except that for the purposes of determining whether the Trustee
shall be protected  in relying on any such  direction,  waiver or consent,  only
Notes that the Trustee knows are so owned shall be so disregarded.

SECTION 2.10.  TEMPORARY NOTES; GLOBAL NOTES.

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

     (b) A Global  Note  deposited  with the  Depositary  or with the Trustee as
custodian for the  Depositary  pursuant to Section 2.01 shall be  transferred to
the  beneficial  owners  thereof  in the  form  of  certificated  Notes  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  Section 2.01(d) or to this Section
2.10 shall be surrendered by the Depositary


                                       24
<PAGE>


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.

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 Exchange  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


                                       25
<PAGE>


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:

     (a) the redemption date;

     (b) the redemption price;

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

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

     (e) that Notes  called for  redemption  must be  surrendered  to the Paying
Agent to collect the redemption price plus accrued interest;

     (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


                                       26
<PAGE>


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  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 to the  unredeemed  portion  of the Note
surrendered.

SECTION 3.07.  OPTIONAL REDEMPTION AND OPTIONAL TAX REDEMPTION.

     The Company may redeem all or any portion of the Notes,  upon the terms and
at the  redemption  prices set forth in each of the Notes.  The Company may also
redeem all of the Notes in accordance with the Optional Tax Redemption provision
of the Notes  (Section  8 of the  Initial  Notes and  Section 7 of the  Exchange
Notes).  Any redemption  pursuant to this Section 3.07 shall be made pursuant to
the provisions of Section 3.01 through 3.06 hereof.

SECTION 3.08.  MANDATORY REDEMPTION

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

SECTION 3.09.  ASSET SALE OFFER AND PURCHASE OFFER.

     (a) In the event  that,  pursuant  to  Sections  4.10 or 4.13  hereof,  the
Company  shall  commence an offer to all Holders of the Notes to purchase  Notes
(the "Asset Sale  Offer" or  "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


                                       27
<PAGE>


Date"),  the Company shall  purchase the Accreted  Value or 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 on or after an interest payment record date and
on or before the related  interest  payment date, any accrued  interest shall be
paid to the Person in whose name a Note is  registered  at the close of business
on such record date,  and no additional  interest will be payable to Holders who
tender Notes pursuant to the 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) 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;

          (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


                                       28
<PAGE>


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

          (vii) that, if the aggregate  principal amount of Notes surrendered by
     Holders  exceeds the Offer Amount (as defined in Section 4.10 hereof),  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.  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


                                       29
<PAGE>


amount,  as the case may be, the relevant  Accreted Value or principal amount of
the Notes and the relevant  principal  amount or the accreted value, as the case
may be, of any Other Qualified Notes denominated in a currency other than United
States dollars will be notionally  converted into United States dollars from the
currency such Other Qualified Notes are denominated in (the "Base Currency");

          (i)  in the  case of  determining  the  maximum  principal  amount  or
               Accreted  Value of Notes and Other  Qualified  Notes  that may be
               purchased out of the Excess Proceeds, if any, remaining after the
               consummation  of an Asset Sale  Offer to  holders  of  Applicable
               Notes,  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, and interest on,
the Notes on the dates  and in the  manner  provided  in the  Notes.  Principal,
premium,  if any, and interest  shall be considered  paid on the date due if the
Paying Agent  (other than the Company or an  Affiliate of the Company)  holds on
that date money  designated for and sufficient to pay all principal and interest
then due.  To the extent  lawful,  the  Company  shall pay  interest  (including
post-petition  interest in any proceeding  under any Bankruptcy  Law) on (i) the
overdue  Accreted Value of the Notes,  if prior to April 1, 2003, or the overdue
principal  and premium,  if any, if on or after April 1, 2003, at the rate borne
by the Notes, compounded semiannually; and (ii) overdue installments of interest
(without  regard to any  applicable  grace period) at the same rate,  compounded
semiannually.

SECTION 4.02.  REPORTS.

     Whether or not required by the rules and regulations of the SEC, so long as
any Notes are  outstanding,  the Company  shall file with the SEC and furnish to
the Trustee  and to the Holders of Notes,


                                       30
<PAGE>


all quarterly  and annual  financial  information  required to be contained in a
filing with the SEC on Forms 10-Q and 10-K (or the equivalent  thereof under the
Exchange  Act for foreign  private  issuers in the event the  Company  becomes a
corporation organized under the laws of the United Kingdom, the Netherlands, the
Netherlands Antilles, Bermuda or the Cayman Islands),  including a "Management's
Discussion and Analysis of Results of Operations and Financial  Condition"  and,
with respect to the annual  information  only, a report thereon by the Company's
certified  independent  accountants,  in each case,  in the form required by the
rules and regulations of the SEC as in effect on the Issuance Date. This Section
4.02 will apply notwithstanding that the Company becomes a corporation organized
under the laws of the United Kingdom, the Netherlands, the Netherlands Antilles,
Bermuda or the Cayman Islands.

SECTION 4.03.  COMPLIANCE CERTIFICATE.

     The Company shall  deliver to the Trustee,  within 90 days after the end of
each fiscal year of the Company, an Officers'  Certificate stating that a review
of the  activities  of the Company  and its  subsidiaries  during the  preceding
fiscal year has been made under the  supervision of the signing  Officers with a
view to  determining  whether  the  Company has kept,  observed,  performed  and
fulfilled its obligations  under, and complied with the covenants and conditions
contained  in, this  Indenture,  and further  stating,  as to each such  Officer
signing  such  certificate,  that to the best of his  knowledge  the Company has
kept,  observed,  performed and fulfilled each and every covenant,  and complied
with the  covenants  and  conditions  contained in this  Indenture and is not in
default in the  performance  or observance of any of the terms,  provisions  and
conditions  hereof  (or, if a Default or Event of Default  shall have  occurred,
describing  all  such  Defaults  or  Events  of  Default  of  which  he may have
knowledge)  and that to the best of his  knowledge  no event  has  occurred  and
remains in existence by reason of which  payments on account of the principal or
of interest, if any, on the Notes are prohibited.

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

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

     Immediately  upon the occurrence of any event giving rise to the accrual of
Special  Interest (as such term is defined in Exhibit A hereto) or the cessation
of such accrual,  the Company shall give the Trustee  notice  thereof and of the
event giving rise to such  accrual or cessation  (such notice to be contained in
an Officers' Certificate) and prior to receipt of such Officers' Certificate the
Trustee  shall be  entitled  to assume that no such  accrual  has  commenced  or
ceased, as the case may be.

SECTION 4.04.  STAY, EXTENSION AND USURY LAWS.

     The Company  covenants  (to the extent that it may  lawfully do so) that it
will not at any time insist upon,  plead, or in any manner  whatsoever  claim or
take the benefit or  advantage  of, any stay,  extension  or usury law  wherever
enacted,  now or at any time hereafter in force,  which may affect the covenants
or the  performance  of this  Indenture;  and the  Company (to the extent it may
lawfully do so) hereby  expressly  waives all benefit or  advantage  of any such
law, and covenants that it will not, by resort


                                       31
<PAGE>


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.

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


                                       32
<PAGE>


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,  the  Company's  10-3/4%
     Senior  Deferred  Coupon Notes Due 2008, the Company's  9-1/2% Senior Notes
     Due 2008, Existing Indebtedness or Indebtedness referred to in clauses (i),
     (ii), (iii), (iv) or (v) above or Indebtedness incurred pursuant to Section
     4.08(a) hereof (the "Refinancing  Indebtedness");  provided,  however, that
     (1) the  principal  amount of, and any premium  payable in respect of, such
     Refinancing   Indebtedness   shall  not  exceed  the  principal  amount  of
     Indebtedness so extended,


                                       33
<PAGE>


     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


                                       34
<PAGE>


redesignation  to the  extent  such  Indebtedness  does not  already  constitute
Indebtedness of the Company or one of its Restricted Subsidiaries.

SECTION 4.09.  RESTRICTED PAYMENTS.

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

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

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

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

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

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

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


                                       35
<PAGE>


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

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

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

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

          (iii)  Investments  by the Company or any  Restricted  Subsidiary in a
     Non-Controlled  Subsidiary  which (A) has no Indebtedness on a consolidated
     basis other than Indebtedness incurred to finance the purchase of equipment
     used in a Cable Business,  (B) has no restrictions (other than restrictions
     imposed or permitted  by this  Indenture or the  indentures  governing  the
     Other  Qualified  Notes or the  Applicable  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


                                       36
<PAGE>


     $80  million  in the  aggregate  plus the sum of (x) cash  received  by the
     Company or a Restricted Subsidiary from a Non-Restricted  Subsidiary (other
     than  cash  which  s or is  required  to be  repaid  or  returned  to  such
     Non-Restricted  Subsidiary) and (y) Capital Stock Sale Proceeds  (excluding
     the  aggregate  net sale  proceeds to be received  upon  conversion  of the
     Convertible  Subordinated Notes), provided that the amount of such proceeds
     from the sale of such Equity  Interests shall be excluded in each case from
     the Capital Stock Sale Proceeds for purposes of clause (a)(iv)(2)(y) above;

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

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

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

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

     (c) Any  Investment in a Subsidiary  (other than the issuance,  transfer or
other  conveyance of Equity  Interests  (other than  Disqualified  Stock) 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:


                                       37
<PAGE>


          (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  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 Applicable Notes or 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);  provided,


                                       38
<PAGE>


however,  that the Asset Sale  Offer  must be made  first to the  holders of the
Applicable  Notes) that may be  purchased  out of the Excess  Proceeds,  if any,
remaining after the consummation of the  aforementioned  Asset Sale Offer to the
holders of the Applicable  Notes (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  Accreted  Value on the date fixed for closing of
such offer (if such date is prior to April 1, 2003),  or 100% of the outstanding
principal amount thereof plus accrued and unpaid  interest,  if any, to the date
fixed for the closing of such offer (if such date is on or after April 1, 2003),
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,  if any,  remaining after the consummation of
the aforementioned  Asset Sale Offer to the holders of the Applicable Notes, 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,  if any, remaining after the consummation of the aforementioned  Asset
Sale Offer to the holders of the Applicable  Notes,  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 Applicable  Notes and the Notes and the Other Qualified  Notes,  the
amount of Excess  Proceeds  will be reset at zero.  No such  Asset Sale Offer to
purchase the Notes and Other Qualified Notes shall be required to be made by the
Company  pursuant to the foregoing  provisions  if there are no Excess  Proceeds
remaining after the  consummation of the Asset Sale Offer made to holders of the
Applicable Notes.

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

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

          (ii) (x) swap or exchange  assets or property with a Cable  Controlled
     Subsidiary or (y) issue, sell, lease, transfer, convey or otherwise dispose
     of  equity  securities  of any of the  Company's  Subsidiaries  to a  Cable
     Controlled  Subsidiary,  in  each of  cases  (x) and (y) so long as (A) the
     ratio of  Indebtedness  to Annualized Pro Forma EBITDA of the Company after
     such  transaction  is equal to or less  than the ratio of  Indebtedness  to
     Annualized  Pro Forma  EBITDA of the  Company  immediately  preceding  such
     transaction;  provided,  however,  that if the  ratio  of  Indebtedness  to
     Annualized  Pro Forma  EBITDA of the  Company  immediately  preceding  such
     transaction is 6:1 or less,  then the ratio of  Indebtedness  to Annualized
     Pro  Forma


                                       39
<PAGE>


     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;

          (iii) sell,  transfer or otherwise dispose of Long  Distance/Microwave
     Assets; or

          (iv) 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 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'


                                       40
<PAGE>


     Certificate to the effect that such opinion complies with this clause (ii);
     provided,  however,  that  notwithstanding  the foregoing  provisions,  the
     following shall not be deemed to be Affiliate Transactions:

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

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

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

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

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

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

               (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:


                                       41
<PAGE>


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

          (ii) this Indenture and the Notes;

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

          (iv) applicable law;

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


                                       42
<PAGE>


SECTION 4.13.  CHANGE OF CONTROL.

     (a) Upon the  occurrence  of a Change of  Control  Triggering  Event,  each
Holder of Notes shall have the right to require the Company to repurchase all or
any part (equal to $1,000 or an  integral  multiple  thereof)  of such  Holder's
Notes  pursuant to the offer  described  in Section  3.09 hereof (the  "Purchase
Offer") at a purchase  price equal to 101% of the Accreted  Value thereof on any
purchase date prior to April 1, 2003, or 101% of the  principal  amount  thereof
plus accrued and unpaid interest thereon, if any, to the date of purchase on any
purchase  date on or  after  April  1,  2003,  if any (the  "Change  of  Control
Payment").

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

SECTION 4.14.  PAYMENT OF ADDITIONAL AMOUNTS.

     At least 10 days prior to the first date on which  payment of principal and
any premium or  interest on the Notes is to be made,  and at least 10 days prior
to any  subsequent  such date if there has been any change  with  respect to the
matters set forth in the Officers'  Certificate  described in this Section 4.14,
the Company shall  furnish the Trustee and the Paying  Agent,  if other than the
Trustee,  with an Officers'  Certificate  instructing the Trustee and the Paying
Agent whether the Company is obligated to pay Additional  Amounts (as defined in
Section 3 of the Initial Notes or Section 2 of the Exchange  Notes) with respect
to such payment of principal, or of any premium or interest on the Notes. If the
Company  will be  obligated  to pay  Additional  Amounts  with  respect  to such
payment, then such Officers' Certificate shall specify by country the amount, if
any,  required to be withheld on such  payments to such  Holders and the Company
will pay to the Trustee or the Paying Agent such Additional Amounts. The Company
shall  indemnify  the Trustee and the Paying Agent for,  and hold them  harmless
against,  any loss,  liability or expense reasonably incurred without negligence
or bad faith on their part arising out of or in connection with actions taken or
omitted by any of them in reliance on any  Officers'  Certificate  furnished  to
them pursuant to this Section 4.14.

     Whenever in this Indenture there is mentioned,  in any context, the payment
of principal (and premium,  if any), Offer Amount,  interest or any other amount
payable  under or with  respect  to any Note  such  mention  shall be  deemed to
include  mention  of the  payment of  Additional  Amounts  provided  for in this
Section  4.14 and Section 3 of the Initial  Notes (or Section 2 of the  Exchange
Notes) to the extent that,  in such  context,  Additional  Amounts are,  were or
would be payable in respect  thereof  pursuant to the provisions of this Section
4.14 and Section 3 of the Initial Notes (or Section 2 of the Exchange Notes) and
express  mention of the payment of  Additional  Amounts (if  applicable)  in any
provisions  hereof shall not be construed  as  excluding  Additional  Amounts in
those provisions hereof where such express mention is not made (if applicable).


                                       43
<PAGE>


                                   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


                                       44
<PAGE>


Indenture with the same effect as if such successor Person has been named as the
Company herein; provided, however, that the predecessor Company in the case of a
sale, assignment,  transfer, lease, conveyance or other disposition shall not be
released from the obligation to pay the principal of and interest on the Notes.


                                   ARTICLE VI.
                              DEFAULTS AND REMEDIES



SECTION 6.01.  EVENTS OF DEFAULT.

     An "Event of Default" occurs if:

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

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

     (c) the  Company  fails to observe or perform  any  covenant  or  agreement
contained in Section 4.08, 4.09, or 4.13 hereof;

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

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

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

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


                                       45
<PAGE>


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

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

          (i) commences a voluntary case;

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

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

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

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

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

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

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

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

     (i) the revocation of a Material  License.  The term "Bankruptcy Law" means
Title 11, U.S. Code or any similar Federal,  state or foreign law for the relief
of  debtors or the  protection  of  creditors.  The term  "Custodian"  means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

SECTION 6.02.  ACCELERATION.

     If an Event of Default (other than an Event of Default specified in clauses
(g) and (h) of Section 6.01  hereof)  occurs and is  continuing,  the Trustee by
notice to the Company, or the Holders of at least 25% in principal amount of the
then outstanding Notes by notice to the Company and the Trustee, may declare all
the Notes to be due and payable.  Upon such  declaration,  the Accreted Value of
(if prior to April 1, 2003) or the principal of,  premium,  if any, and interest
on (if on or  after  April  1,  2003),  the


                                       46
<PAGE>


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  (Section 6 in the case of the  Exchange  Notes),  an  equivalent
premium shall, upon demand of the Holders of at least 25% in principal amount of
the then outstanding Notes delivered to the Company and the Trustee, also become
and be immediately due and payable to the extent  permitted by law,  anything in
this Indenture or in the Notes contained to the contrary notwithstanding.  If an
Event of Default  occurs prior to April 1, 2003, by reason of any willful action
(or  inaction)  taken (or not  taken) by or on  behalf of the  Company  with the
intention of avoiding the  prohibition on redemption of the Notes prior to April
1, 2003,  pursuant to Section 7 of the Initial  Notes  (Section 6 in the case of
the Exchange Notes), then the premium payable for purposes of this paragraph for
each of the years  beginning  on April 1 of the  years  (March 13 in the case of
1998) set forth below shall, subject to the foregoing demand, be as set forth in
the following table expressed as a percentage of the amount that would otherwise
be due  pursuant  to this  Section  6.02 hereof but for the  provisions  of this
sentence.

             Year                             Percentage
             1998............................ 109.750%
             1999............................ 108.775%
             2000............................ 107.800%
             2001............................ 106.825%
             2002............................ 105.850%


SECTION 6.03.  OTHER REMEDIES.

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

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


                                       47
<PAGE>


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 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.

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

SECTION 6.07.  RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

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


                                       48
<PAGE>


SECTION 6.08.  COLLECTION SUIT BY TRUSTEE.

     If an Event of Default  specified  in Section  6.01(a) or (b) occurs and is
continuing,  the Trustee may recover  judgment in its own name and as trustee of
an express  trust  against  the Company for the whole  amount of  principal  and
interest  remaining  unpaid on the Notes and interest on overdue  principal  and
interest and such further  amount as shall be sufficient to cover the costs and,
to  the  extent  lawful,  expenses  of  collection,   including  the  reasonable
compensation,  expenses,  disbursements and advances of the Trustee,  its agents
and counsel.

SECTION 6.09.  TRUSTEE MAY FILE PROOFS OF CLAIM.

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

SECTION 6.10.  PRIORITIES.

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

     First: to the Trustee for amounts due under Section 7.07 hereof;

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

     Third: to the Company.

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

SECTION 6.11.  UNDERTAKING FOR COSTS.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit  against the  Trustee for any action  taken or omitted by it as a
Trustee,  a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs,  including  reasonable  attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses  made by the party  litigant.  This Section does
not apply to a suit by the Trustee,  a suit by a Holder pursuant to Section 6.07
hereof,  or a suit by Holders of more than 10% in  principal  amount of the then
outstanding Notes.


                                       49
<PAGE>


                                  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.

     (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.


                                       50
<PAGE>


     (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  (Section)  313(a) if and to the extent  required by such
(Section)  313(a).  The Trustee also shall comply with TIA (Section)  313(b)(2).
The Trustee shall also transmit by mail all reports as required by TIA (Section)
313(c).

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


                                       51
<PAGE>


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 (Section) 310(b);

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

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


                                       52
<PAGE>


     (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  (Section)  310(b),  any
Holder  who has been a bona fide  Holder of a Note for at least six  months  may
petition any court of competent  jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

     A successor  Trustee shall deliver a written  acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon the resignation or removal
of the retiring Trustee shall become effective,  and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture.  The
successor Trustee shall mail a notice of its succession to Holders. The retiring
Trustee  shall  promptly  transfer  all  property  held by it as  Trustee to the
successor  Trustee,  subject to the lien  provided  for in Section  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  (Section)  310(a)(1)  and (5). The Trustee  shall always have a combined
capital and surplus as stated in Section 10.10 hereof. The Trustee is subject to
TIA  (Section)  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 (Section) 310(b):  (a) indenture,  dated as of October
14, 1993,  between the Company and The Chase  Manhattan Bank (formerly  known as
Chemical Bank), as trustee,  relating to the Applicable  Notes, as amended,  (b)
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,  (c)
indenture,  dated as of January  30,  1996,  between  the  Company and The Chase
Manhattan Bank, as trustee, relating to the 11-1/2% Notes, (d) indenture,  dated
as February  12,  1997,  between the Company and The Chase  Manhattan  Bank,  as
trustee,  relating to the 10% Notes, (e) indenture,  dated as of March 13, 1998,
between the Company and The Chase  Manhattan  Bank,


                                       53
<PAGE>


as  trustee,  relating to the  Company's  9-1/2%  Senior  Notes Due 2008 and (f)
indenture,  dated as of March  13,  1998,  between  the  Company  and The  Chase
Manhattan  Bank, as trustee,  relating to Company's the 10-3/4% Senior  Deferred
Coupon Notes Due 2008.

SECTION 7.11.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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


                                  ARTICLE 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.

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


                                       54
<PAGE>


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

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

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


                                       55
<PAGE>


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

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

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

SECTION 8.03.  APPLICATION OF TRUST MONEY.

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


                                       56
<PAGE>


however,  that if the Company  makes any payment of interest 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;

     (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.
Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in principal
amount of the Notes then  outstanding may also waive  compliance in a particular
instance by the  Company  with any  provision  of this  Indenture  or the Notes.
However,  without the consent of each Holder affected, an amendment,  supplement
or waiver under this Section 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, alter
the manner of  calculating  Accreted Value or alter the provisions of Sections 7
and 8 of the Initial Note and Sections 6 and 7 of the Exchange  Note (other than
provisions relating to the covenants described under Sections 4.10 and 4.13);

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


                                       57
<PAGE>


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

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

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

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

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

     To secure a consent of the Holders under this Section 9.02, it shall not be
necessary  for the  Holders  to  approve  the  particular  form of any  proposed
amendment,  supplement  or waiver,  but it shall be  sufficient  if such consent
approves the substance thereof.

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

SECTION 9.03.  COMPLIANCE WITH TRUST INDENTURE ACT.

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

SECTION 9.04.  REVOCATION AND EFFECT OF CONSENTS.

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

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

     After an amendment,  supplement or waiver  becomes  effective it shall bind
every Holder,  unless it is of the type  described in any of clauses (a) through
(h) of Section 9.02  hereof.  In such case,  the


                                       58
<PAGE>


amendment  or waiver  shall bind each Holder who has  consented  to it and every
subsequent Holder that evidences the same debt as the consenting Holder's Note.

SECTION 9.05.  NOTATION ON OR EXCHANGE OF NOTES.

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

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

SECTION 9.06.  TRUSTEE PROTECTED.

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


                                   ARTICLE X.
                                  MISCELLANEOUS


SECTION 10.01.  TRUST INDENTURE ACT CONTROLS.

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

SECTION 10.02.  NOTICES.

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


                                       59
<PAGE>


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

SECTION 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.


                                       60
<PAGE>


SECTION 10.07.  LEGAL HOLIDAYS.

     A  "Legal  Holiday"  is a  Saturday,  a Sunday  or a day on  which  banking
institutions  in the State of New York are not required to be open. If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place
on the next  succeeding day that is not a Legal  Holiday,  and no interest shall
accrue for the intervening  period.  If any other operative date for purposes of
this  Indenture  shall occur on a Legal  Holiday  then for all purposes the next
succeeding day that is not a Legal Holiday shall be such operative date.

SECTION 10.08.  NO RECOURSE AGAINST OTHERS.

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

SECTION 10.09.  COUNTERPARTS AND FACSIMILE SIGNATURES.

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

SECTION 10.10.  VARIABLE PROVISIONS.

     "Officer"  means  the  Chairman  of the  Board,  the  President,  any  Vice
President,  the  Treasurer,  the  Secretary,  any  Assistant  Treasurer  or  any
Assistant Secretary of the Company.

     The first  certificate  pursuant to Section  4.03  hereof  shall be for the
fiscal year ended on December 31, 1998.

     The reporting  date for Section 7.06 hereof is March 15, of each year.  The
first reporting date is March 15, 1998.

     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.
                        General Counsel

     The Trustee's address is:


                                       61
<PAGE>


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

SECTION 10.11.  GOVERNING LAW.

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

SECTION 10.12.  NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

SECTION 10.13.  SUCCESSORS.

     All  agreements  of the Company in this  Indenture and the Notes shall bind
its successor.  All  agreements of the Trustee in this Indenture  shall bind its
successor.

SECTION 10.14.  SEVERABILITY

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

SECTION 10.15.  TABLE OF CONTENTS, HEADINGS, ETC.

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


                                       62
<PAGE>



                                   SIGNATURES

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

                                    NTL INCORPORATED, as Company


                                    By: /s/ Richard J. Lubasch
                                    ------------------------------------------
                                    Name:  Richard J. Lubasch
                                    Title: Senior Vice President



                                    THE CHASE MANHATTAN BANK, as Trustee


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



                                       63
<PAGE>


                                                                       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  SECURITIES  ACT OF 1933,  AS
AMENDED (THE  "SECURITIES  ACT").  THE HOLDER HEREOF,  BY PURCHASING  THIS NOTE,
AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS NOTE MAY NOT BE RESOLD,  PLEDGED
OR OTHERWISE  TRANSFERRED  (X) PRIOR TO THE SECOND  ANNIVERSARY  OF THE ISSUANCE
HEREOF  (OR ANY  PREDECESSOR  NOTE  HERETO)  OR (Y) BY ANY  HOLDER  THAT  WAS AN
AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS  PRECEDING THE DATE
OF SUCH TRANSFER,  IN EITHER CASE OTHER THAN (1) TO THE COMPANY,  (2) SO LONG AS
THIS NOTE IS ELIGIBLE FOR RESALE  PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
("RULE 144A"),  TO A PERSON WHOM THE SELLER  REASONABLY  BELIEVES IS A QUALIFIED
INSTITUTIONAL  BUYER  WITHIN  THE  MEANING OF RULE 144A  PURCHASING  FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED  INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE  RESALE,  PLEDGE OR OTHER  TRANSFER  IS BEING MADE IN RELIANCE ON
RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE  CERTIFICATE
OF  TRANSFER ON THE REVERSE OF THIS  NOTE),  (3) IN AN OFFSHORE  TRANSACTION  IN
ACCORDANCE  WITH  REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX
CHECKED BY THE TRANSFEROR ON THE  CERTIFICATE OF TRANSFER ON THE

<PAGE>


REVERSE OF THIS  NOTE),  AND,  IF SUCH  TRANSFER  IS BEING  EFFECTED  BY CERTAIN
TRANSFERORS  PRIOR TO THE EXPIRATION OF THE "40 DAY RESTRICTED  PERIOD"  (WITHIN
THE MEANING OF RULE  903(c)(2)  OF  REGULATION  S UNDER THE  SECURITIES  ACT), A
CERTIFICATE THAT MAY BE OBTAINED FROM THE COMPANY OR THE TRUSTEE IS DELIVERED BY
THE  TRANSFEREE  TO THE  COMPANY  AND THE  TRUSTEE,  (4)  PURSUANT  TO ANY OTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT OR
(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE  SECURITIES LAWS OF ANY STATE OF THE
UNITED  STATES,  SUBJECT TO THE COMPANY'S  AND THE TRUSTEE'S  RIGHT PRIOR TO ANY
SUCH OFFER,  SALE OR TRANSFER  PURSUANT TO CLAUSE (4) TO REQUIRE THE DELIVERY OF
AN OPINION OF COUNSEL,  CERTIFICATIONS AND/OR OTHER INFORMATION  SATISFACTORY TO
EACH OF THEM.


                        [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 SENIOR
NOTE.  THE ISSUE DATE OF THIS SENIOR NOTE IS MARCH 13, 1998.  THE ISSUE PRICE OF
THIS SENIOR NOTE IS $617.24 PER $1,000 OF INITIAL  PRINCIPAL AMOUNT AT MATURITY.
THIS SENIOR NOTE IS ISSUED WITH $382.76 OF ORIGINAL ISSUE DISCOUNT PER $1,000 OF
INITIAL PRINCIPAL AMOUNT AT MATURITY.  THE YIELD TO MATURITY OF THIS SENIOR NOTE
IS 9.77%.





                                       2
<PAGE>


No. ________

                                                                      $________

                                           CUSIP No. [       ]/CINS No.[       ]


                   9-3/4% SENIOR DEFERRED COUPON NOTE DUE 2008

     NTL Incorporated,  a Delaware corporation (the "Company"),  promises to pay
to  __________________________  or  registered  assigns,  the  principal  sum of
____________________  $[____________]  [,or such other amount as is indicated on
Schedule A hereof* /,] on April 1, 2008,  subject to the further  provisions  of
this Senior Note set forth on the reverse hereof which further  provisions shall
for all purposes have the same effect as if set forth at this place.



Interest Payment Dates:    April 1 and October 1, commencing October 1, 2003

Record Dates:              March 15 and September 15



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

                                    Dated:______________________________


                                    NTL INCORPORATED

                                    by:_________________________________


                                    by:_________________________________


__________________________

*  Applicable to Global Notes Only


                                       3
<PAGE>


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the 9-3/4% Senior Deferred
Coupon Notes Due 2008 described in the
within-mentioned Indenture.


THE CHASE MANHATTAN BANK, as Trustee

By:______________________________________
      Authorized Officer




                                       4
<PAGE>



                        [FORM OF REVERSE OF INITIAL NOTE]

                                NTL INCORPORATED



                   9-3/4% Senior Deferred Coupon Note Due 2008

     1. Interest. NTL INCORPORATED,  a Delaware corporation (the "Company"),  is
the issuer of 9-3/4% Senior Deferred Coupon Notes Due 2008 (the "Senior Notes").
The Senior Notes are being issued at a discount from their principal  amount and
will accrete (in accordance  with the definition of Accreted Value  contained in
the  Indenture) at a rate of 9-3/4%,  compounded  semiannually,  to an aggregate
principal amount of $1,300,000,000 by April 1, 2003. The Company promises to pay
interest on the Senior Notes in cash semiannually on each April 1 and October 1,
commencing on October 1, 2003, to Holders of record on the immediately preceding
March 15 and September 15, respectively at the rate of 93/4% per annum. Interest
on the Senior Notes will accrue from the most recent date to which  interest has
been paid, or if no interest has been paid, from April 1, 2003. Interest will be
computed on the basis of a 360-day  year of twelve  30-day  months.  The Company
will pay interest on overdue principal or overdue Accreted Value at the interest
or accretion  rate borne by the Senior 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 Senior Note shall be increased to the extent  necessary to
pay Additional Amounts as set forth in this Senior Note.

     2.  Special  Interest.  The Holder of this  Senior  Note is entitled to the
benefits of the  Registration  Rights  Agreement  relating to the Senior  Notes,
dated as of March 13, 1998, between the Company and the Initial Purchasers party
thereto (the "Registration Rights Agreement").

     In the event that either (a) the Exchange Offer Registration  Statement (as
such term is defined in the Registration Rights Agreement) is not filed with the
SEC on or prior to the 90th day following  the date of original  issuance of the
Senior  Notes,  (b) the Exchange  Offer  Registration  Statement is not declared
effective prior to the 270th day following the date of original  issuance of the
Senior Notes (as such period may be extended in  accordance  with the SEC review
delay  provisions of the  Registration  Rights  Agreement) or (c) the Registered
Exchange Offer (as such term is defined in the Registration Rights Agreement) is
not  consummated or a Shelf  Registration  Statement (as such term is defined in
the Registration  Rights Agreement) is not declared effective on or prior to the
310th day following  the date of original  issuance of the Senior Notes (as such
period may be extended in accordance with the SEC review delay provisions of the
Registration  Rights  Agreement)  (each such event  referred  to in clauses  (a)
through (c) above, a "Registration Default"),  interest will accrue (in addition
to the stated  interest  on the Senior  Notes) from and  including  the next day
following  each of (i) such  90-day  period in the case of clause  (a) above and
(ii) such 270-day  period in the case of clause (b) above and (iii) such 310-day
period  in the case of  clause  (c)  above (in each of cases (b) and (c) as such
period is extended,  if applicable,  in the manner  aforesaid) (each such period
referred to in clauses (i)-(iii) above an "Accrual Period"), at a rate per annum
equal to 0.50% of the Accreted Value of the Senior Notes (determined daily). The
amount of such additional  interest (the "Special Interest") will increase by an
additional


                                       5
<PAGE>


0.50% of the Accreted Value with respect to each subsequent  applicable  Accrual
Period until all  Registration  Defaults have been cured, up to a maximum amount
of Special Interest of 1.50% per annum of the Accreted Value (determined daily).
In each case such  additional  interest will be payable in cash  semiannually in
arrears on each April 1 and October 1, commencing October 1, 1998, to Holders of
record on the immediately preceding March 15 and September 15, respectively.  In
the event that a Shelf Registration  Statement is declared effective pursuant to
the terms of the  Registration  Rights  Agreement,  if the Company fails to keep
such Registration  Statement  continuously  effective for the period required by
the Registration Rights Agreement, then from such time as the Shelf Registration
Statement  is no longer  effective  until the  earlier  of (i) the date that the
Shelf  Registration  Statement is again deemed effective,  (ii) the date that is
the second anniversary of the original issuance of the Senior Notes or (iii) the
date as of  which  all of the  Senior  Notes  are  sold  pursuant  to the  Shelf
Registration Statement,  Special Interest shall accrue at a rate per annum equal
to 0.50% of the Accreted  Value of the Senior Notes (1.00%  thereof if the Shelf
Registration  Statement is no longer effective for 30 days or more) and shall be
payable  in cash  semiannually  in  arrears  on  each  April  1 and  October  1,
commencing  October  1,  1998,  to the  Holders  of  record  on the  immediately
preceding March 15 and September 15, respectively.

     3.  Additional  Amounts.  This Section 3 shall apply only in the event that
the Company becomes,  or a successor to the Company is, a corporation  organized
or  existing  under  the  laws  of the  United  Kingdom,  the  Netherlands,  the
Netherlands  Antilles,  Bermuda or the Cayman Islands.  All payments made by the
Company on this Senior 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
Senior 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 Senior Note after such  deduction  or  withholding
shall be not less than the  amounts  specified  in this Senior Note to which the
Holder of this  Senior 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  Senior Note or the receipt of amounts  payable in
     respect of this Senior 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 Senior 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


                                       6
<PAGE>


     provided for, whichever occurs later,  except to the extent that the Holder
     would have been  entitled to  Additional  Amounts had this Senior 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 Senior
     Note or, if different, the beneficial owner of the interest payable on this
     Senior 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 Senior  Note or  withholding  from the  proceeds  of a sale or
     exchange of a Senior 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
     Senior 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 Senior 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 Senior
     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  Senior  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
Senior Note. All references to principal  amount or interest on the Senior Notes
in the  Indenture  or the Senior  Notes  shall  include any  Additional  Amounts
payable to the Company pursuant to this Section 3.

     4. Method of Payment.  The Company  will pay  interest on the Senior  Notes
(except defaulted  interest) to the Persons who are registered Holders of Senior
Notes at the close of business on the record date for the next interest  payment
date even  though  Senior  Notes are  canceled  after the record  date and on or
before the  interest  payment  date.  Holders must  surrender  Senior 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


                                       7
<PAGE>


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.

     5. Paying  Agent and  Registrar.  The Trustee  will act as Paying Agent and
Registrar  in the City of New  York,  New York and in  London,  England.  Banque
Internationale  a  Luxembourg  S.A.  will act as Paying  Agent and  Registrar in
Luxembourg  as long as the  Senior  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 Senior Notes under an Indenture, dated
as of March 13,  1998  (the  "Indenture"),  between  the  Company  and The Chase
Manhattan  Bank, as Trustee.  The terms of the Senior 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 (Sections)  77aaa-77bbbb)  as in effect on the date of the
Indenture.  The Senior 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 Senior  Notes are
unsecured  general  obligations  of the  Company  limited to  $1,300,000,000  in
aggregate principal amount.

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

             Year                         Percentage
             2003........................ 104.875%
             2004........................ 103.250%
             2005........................ 101.625%
             2006 and thereafter......... 100.000%


     8.  Optional  Tax  Redemption.  (a) The Senior Notes may be redeemed at the
option of the Company,  in whole but not in part, upon not less than 30 nor more
than 60 days notice,  at any time at a redemption  price equal to the  principal
amount thereof plus accrued and unpaid interest to the date fixed for redemption
(or the Accreted  Value  thereof at the date of  redemption if prior to April 1,
2003)  if  after  the  date on  which  Section  3 of this  Senior  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


                                       8
<PAGE>


respect to the Senior 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 Senior 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 Senior  Notes may also be  redeemed,  in whole but not in part,  at any
time at a redemption  price equal to the principal  amount  thereof plus accrued
and unpaid  interest to the date fixed for  redemption  (or the  Accreted  Value
thereof  at the date  fixed  for  redemption  if prior to April 1,  2003) 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 Senior  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
Senior  Notes to be  redeemed  at his  address  of record.  The Senior  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 Senior
Notes,  the  Senior  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 Senior Notes or portions of them called for redemption.


                                       9
<PAGE>


     If this Senior 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 Senior 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 Senior Notes.
There are no sinking fund payments with respect to the Senior 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  Senior Notes at a purchase price equal to 101% of
the  Accreted  Value  thereof on the date of purchase  (if such date is prior to
April 1, 2003), or 101% of the aggregate principal amount thereof,  plus accrued
and unpaid interest to the Purchase Date (if on or after April 1, 2003). Holders
of Senior  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 Senior 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 Senior Notes and Other Qualified Notes to purchase
the  maximum  principal  amount  of  Senior  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 Senior Notes and the Other  Qualified  Notes;
provided,  however,  that the asset sale offer must be made first to the holders
of the Applicable  Notes) that may be purchased out of the Excess  Proceeds,  if
any, remaining after the consummation of an asset sale offer made to the holders
of the Applicable  Notes, with respect to the Senior Notes, at an offer price in
cash in an amount equal to 100% of the Accreted  Value on the date fixed for the
closing  of such  offer (if such date is prior to April 1,  2003) or 100% of the
outstanding  principal amount thereof plus accrued and unpaid interest,  if any,
to the date  fixed for the  closing  of such  offer (if such date is on or after
April 1, 2003).  To the extent that the aggregate  principal  amount or accreted
value, as the case may be, of Senior Notes, Applicable 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 Senior
Notes and Other  Qualified  Notes  surrendered  by holders  thereof  exceeds the
amount of Excess Proceeds,  if any, remaining after the consummation of an asset
sale offer made to holders of the Applicable  Notes,  then such remaining Excess
Proceeds  will be allocated pro rata  according to principal  amount or accreted
value,  as the case may be,  to the  Senior  Notes  and each  issue of the Other
Qualified Notes and, the Trustee will select the Senior 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 Senior Notes are in registered
form,  without coupons,  in  denominations  of $1,000 and integral  multiples of
$1,000. The transfer of Senior Notes may be registered,  and Senior 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


                                       10
<PAGE>


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

     13. Persons Deemed Owners. Except as provided in paragraph 4 of this Senior
Note, the registered Holder of a Senior 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 Senior
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  Senior  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  Senior Notes by notice to the Company
and the Trustee may declare all the Senior Notes or Accreted Value 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 Senior  Notes shall  become due and payable  immediately  without
further action or notice.  The Holders of a majority in principal  amount of the
Senior Notes then  outstanding  by written  notice to the Trustee may rescind an
acceleration  and its consequences if the rescission would not conflict with any
judgment  or decree and if all  existing  Events of  Default  have been cured or
waived  except  nonpayment  of principal or interest or Accreted  Value that has
become due solely  because of the  acceleration.  Holders  may not  enforce  the
Indenture or the Senior Notes  except as provided in the  Indenture.  Subject to
certain  limitations,  Holders of a  majority  in  principal  amount of the then
outstanding  Senior 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 Senior Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal  amount of the then  outstanding
Senior Notes (including  consents  obtained in connection with a tender offer or
exchange  offer for Senior Notes),  and any existing  default may be waived with
the  consent  of the  Holders  of a  majority  in  principal  amount of the then
outstanding  Senior Notes.  Without the consent of any Holder,  the Indenture or
the Senior  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


                                       11
<PAGE>


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 Senior 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 Senior 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 Senior Notes by accepting a Senior Note waives and
releases  all  such   liability.   The  waiver  and  release  are  part  of  the
consideration for the issue of the Senior Notes.

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

     21. Authentication. The Senior 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).

     The Company  will  furnish to any Holder of the Senior  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.
                         General Counsel


                                       12
<PAGE>


                                 ASSIGNMENT FORM

               To assign this Senior Note, fill in the form below:

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


      Date: __________________

  Signature Guarantee: * ____________________________________________

     In  connection  with any transfer of any of the Senior  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 Senior  Notes and the last
     date,  if any, on which such Senior  Notes were owned by the Company or any
     Affiliate of the Company,  the undersigned  confirms that such Senior Notes
     are being transferred:

CHECK ONE BOX BELOW


     (1) |_| to the Company; or

     (2) |_| pursuant to and in compliance  with Rule 144A under the  Securities
     Act of 1933; or

     (3) |_|  pursuant  to  and in  compliance  with  Regulation  S  under  the
     Securities Act of 1933; or

     (4) |_|  pursuant  to another  available  exemption  from the  registration
     requirements  of the  Securities  Act of 1933.  Unless  one of the boxes is
     checked, the Trustee will refuse to register

_____________________________

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


                                       13
<PAGE>


     any of the Senior Notes  evidenced by this  certificate  in the name of any
     Person other than the registered Holder thereof; provided, however, that if
     box  (2),  (3) or  (4) is  checked,  the  Trustee  may  require,  prior  to
     registering  any such  transfer  of the Senior  Notes such legal  opinions,
     certifications   and  other  information  as  the  Company  has  reasonably
     requested  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 of 1933, such as the exemption  provided
     by Rule 144 under such Act.




                                                    __________________________
                                                      Signature


Signature Guarantee*

__________________________
Signature must be guaranteed                        __________________________
                                                      Signature

__________________________________________________________________


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

     The  undersigned  represents and warrants that it is purchasing this Senior
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.


                                       14
<PAGE>



                NOTICE: To be executed by an executive officer











                                       15
<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE

     If you  want to  elect  to have  this  Senior  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 Senior Note)

     Date: ________________________


     Signature Guarantee:**/















________________________________

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



                                       16
<PAGE>


                        [TO BE ATTACHED TO GLOBAL NOTES]



                                   SCHEDULE A

                          SCHEDULE OF PRINCIPAL AMOUNT

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


================================================================================
Amount of        Amount of       Principal      Signature of    Date of
decrease in      increase in     amount of      authorized      exchange
principal        principal       this Global    officer of      following such
amount of this   amount of this  Note           Trustee or      decrease or
Global Note      Global Note                    Notes Custodian increase
--------------------------------------------------------------------------------


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


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


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


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


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


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


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


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


                                       17
<PAGE>


                                                                     EXHIBIT B

                         [FORM OF FACE OF EXCHANGE NOTE]

                      [Global Notes Legend, if applicable]

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE OR PAYMENT, AND
ANY  CERTIFICATE  ISSUED IS  REGISTERED  IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER  ENTITY AS IS  REQUESTED  BY AN  AUTHORIZED
REPRESENTATIVE  OF DTC) ANY  TRANSFER,  PLEDGE OR OTHER USE  HEREOF FOR VALUE OR
OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL  INASMUCH  AS THE  REGISTERED  OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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



                        [Original Issue Discount Legend]

     THE FOLLOWING  INFORMATION IS PROVIDED  SOLELY FOR PURPOSES OF APPLYING THE
UNITED STATES  FEDERAL  INCOME TAX ORIGINAL  ISSUE DISCOUNT RULES TO THIS SENIOR
NOTE.  THE ISSUE DATE OF THIS SENIOR NOTE IS MARCH 13, 1998.  THE ISSUE PRICE OF
THIS SENIOR NOTE IS $617.24 PER $1,000 OF INITIAL  PRINCIPAL AMOUNT AT MATURITY.
THIS SENIOR NOTE IS ISSUED WITH $382.76 OF ORIGINAL ISSUE DISCOUNT PER $1,000 OF
INITIAL PRINCIPAL AMOUNT AT MATURITY.  THE YIELD TO MATURITY OF THIS SENIOR NOTE
IS 9.77%.

<PAGE>


No.___________                                                      $__________

                                                     CUSIP No. [  ]CINS No. [  ]

              9-3/4% SERIES B SENIOR DEFERRED COUPON NOTE DUE 2008

     NTL Incorporated, a Delaware corporation (the "Company") promises to pay to
_________________________  or registered assigns,  the principal sum of [ ] $[ ]
[or such other  amount as is  indicated  on Schedule A  hereof]****  on April 1,
2008,  subject to the  further  provisions  of this Senior Note set forth on the
reverse  hereof which  further  provisions  shall for all purposes have the same
effect as if set forth at this place.

Interest Payment Dates:    April 1 and October 1, commencing October 1, 2003

Record Dates:              March 15 and September 15


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

Dated: ________________

                                        NTL INCORPORATED,


                                        by:____________________________________


                                        by:____________________________________




_________________________

**** Applicable to Global Notes only.


                                       2
<PAGE>


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the 9-3/4% Series B Senior Deferred Coupon Notes
Due 2008 described in the within-mentioned Indenture.


THE CHASE MANHATTAN BANK, as Trustee


By: _____________________________________
      Authorized Officer







                                       3
<PAGE>


                       (FORM OF REVERSE OF EXCHANGE NOTE)

                                NTL INCORPORATED

              9-3/4% Series B Senior Deferred Coupon Note Due 2008

     1. Interest. NTL INCORPORATED,  a Delaware corporation (the "Company"),  is
the issuer of 9-3/4% Series B Senior Deferred Coupon Notes Due 2008 (the "Senior
Notes").  The Senior Notes are being issued at a discount  from their  principal
amount and will accrete (in  accordance  with the  definition of Accreted  Value
contained in the Indenture) at a rate of 9-3/4%, compounded semiannually,  to an
aggregate  principal  amount of  $1,300,000,000  by April 1, 2003.  The  Company
promises to pay interest on the Senior Notes in cash  semiannually on each April
1 and  October 1,  commencing  on  October 1, 2003,  to Holders of record on the
immediately  preceding March 15 and September 15,  respectively,  at the rate of
9-3/4% per annum.  Interest on the Senior Notes will accrue from the most recent
date to which  interest has been paid on the  Company's  9-3/4% Senior Notes Due
2008, or the Senior Notes,  as the case may be, or if no interest has been paid,
from April 1, 2003.  Interest will be computed on the basis of a 360-day year of
twelve  30-day  months.  The Company will pay interest on overdue  principal and
premium,  if any, or overdue  Accreted  Value at the interest or accretion  rate
borne by the Senior 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
Senior Note shall be increased to the extent necessary to pay Additional Amounts
as set forth in this Senior 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 Senior 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 Senior 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  Senior Note after such  deduction  or
withholding  shall be not less than the amounts specified in this Senior Note to
which the Holder of this Senior 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,


                                       4
<PAGE>


     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  Senior  Note or the  receipt  of amounts
     payable  in  respect  of  this  Senior  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  Senior  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 Senior 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 Senior
     Note or, if different, the beneficial owner of the interest payable on this
     Senior 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 Senior  Note or  withholding  from the  proceeds  of a sale or
     exchange of a Senior 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
     Senior 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 Senior 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 Senior
     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  Senior  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


                                       5
<PAGE>


Amounts had such beneficiary or settlor been the Holder of this Senior Note. All
references to principal  amount or interest on the Senior Notes in the Indenture
or the Senior 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 Senior  Notes
(except defaulted  interest) to the Persons who are registered Holders of Senior
Notes at the close of business on the record date for the next interest  payment
date even  though  Senior  Notes are  canceled  after the record  date and on or
before the  interest  payment  date.  Holders must  surrender  Senior 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.

     4. Paying  Agent and  Registrar.  The Trustee  will act as Paying Agent and
Registrar in the City of New York and in London,  England. Banque Internationale
a Luxembourg  S.A.  will act as Paying Agent and Registrar in Luxembourg as long
as the Senior 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 Senior Notes under an indenture, dated
as of March 13,  1998  (the  "Indenture"),  between  the  Company  and The Chase
Manhattan  Bank, as Trustee.  The terms of the Senior 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 (Sections)  77aaa-77bbbb)  as in effect on the date of the
Indenture.  The Senior 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 Senior  Notes are
unsecured  general  obligations  of the  Company  limited to  $1,300,000,000  in
aggregate principal amount.

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



             Year                             Percentage
             2003 ........................... 104.875%
             2004............................ 103.250%
             2005............................ 101.625%
             2006 and thereafter............. 100.000%



                                       6
<PAGE>


     7.  Optional  Tax  Redemption.  (a) The Senior Notes may be redeemed at the
option of the Company,  in whole but not in part, upon not less than 30 nor more
than 60 days notice,  at any time at a redemption  price equal to the  principal
amount thereof plus accrued and unpaid interest to the date fixed for redemption
(or the Accreted  Value  thereof at the date of  redemption if prior to April 1,
2003)  if  after  the  date on  which  Section  2 of this  Senior  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 Senior Notes as described  under
Section 2 hereof  with  respect  to  withholding  taxes  imposed  by the  United
Kingdom,  the  Netherlands,  the  Netherlands  Antilles,  Bermuda  or the Cayman
Islands (or any political subdivision or taxing authority thereof or therein) (a
"Withholding  Tax') and such  Withholding  Tax is imposed at a rate that exceeds
the rate (if any) at which  Withholding  Tax was imposed on the  Relevant  Date,
provided,  however,  that (i) this paragraph shall not apply to the extent that,
at the  Relevant  Date it was known or would  have been  known had  professional
advice of a nationally  recognized  accounting firm in the United  Kingdom,  the
Netherlands,  the Netherlands  Antilles,  Bermuda or the Cayman Islands,  as the
case may be, been sought,  that a change in Tax Law in the United  Kingdom,  the
Netherlands,  the  Netherlands  Antilles,  Bermuda or the Cayman  Islands was to
occur after the Relevant  Date,  (ii) no such notice of redemption  may be given
earlier  than 90 days prior to the earliest  date on which the Company  would be
obliged to pay such  Additional  Amounts were a payment in respect of the Senior
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 Senior Notes may also be redeemed, in whole but not in part, at any
time at a redemption  price equal to the principal  amount  thereof plus accrued
and unpaid  interest to the date fixed for  redemption  (or the  Accreted  Value
thereof  at the date  fixed  for  redemption  if prior to April 1,  2003) 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 Senior  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.


                                       7
<PAGE>


     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
Senior  Notes to be  redeemed  at his  address  of record.  The Senior  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 Senior
Notes,  the  Senior  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 Senior Notes or portions of them called for redemption. If this
Senior 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 Senior 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 Senior Notes. There are no
sinking fund payments with respect to the Senior 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  Senior Notes at a purchase price equal to 101% of
the  Accreted  Value  thereof on the date of purchase  (if such date is prior to
April 1, 2003), or 101% of the aggregate principal amount thereof,  plus accrued
and unpaid interest to the Purchase Date (if on or after April 1, 2003). Holders
of Senior  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 Senior 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 Senior Notes and Other Qualified Notes to purchase
the  maximum  principal  amount  of  Senior  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 Senior Notes and the Other  Qualified  Notes;
provided,  however,  that the asset sale offer must be made first to the holders
of the Applicable  Notes) that may be purchased out of the Excess  Proceeds,  if
any, remaining after the consummation of an asset sale offer made to the holders
of the Applicable  Notes, with respect to the Senior Notes, at an offer price in
cash in an amount equal to 100% of the Accreted  Value on the date fixed for the
closing  of such  offer (if such date is prior to April 1,  2003) or 100% of the
outstanding  principal amount thereof plus accrued and unpaid interest,  if any,
to the date  fixed for the  closing  of such  offer (if such date is on or after
April 1, 2003).  To the extent that the aggregate  principal  amount or accreted
value, as the case may be, of Senior Notes, Applicable 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 Senior
Notes and Other  Qualified  Notes  surrendered  by holders  thereof  exceeds the
amount of Excess Proceeds,  if any, remaining after the consummation of an asset
sale  offer made to the  holders of the  Applicable  Notes,  then any  remaining
Excess  Proceeds  will be


                                       8
<PAGE>


allocated pro rata according to principal  amount or accreted value, as the case
may be, to the Senior Notes and each issue of the Other Qualified Notes and, the
Trustee will select the Senior 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 Senior Notes are in registered
form,  without coupons,  in  denominations  of $1,000 and integral  multiples of
$1,000. The transfer of Senior Notes may be registered,  and Senior 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 Senior Note or
portion of a Senior Note selected for redemption  (except the unredeemed portion
of any Senior  Note being  redeemed  in part).  Also,  it need not  exchange  or
register  the  transfer  of any  Senior  Note for a period  of 15 days  before a
selection of Senior Notes to be redeemed.

     12. Persons Deemed Owners. Except as provided in paragraph 3 of this Senior
Note, the registered Holder of a Senior 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 Senior
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  Senior  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  Senior Notes by notice to the Company
and  the  Trustee  may  declare  all the  Senior  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 Senior  Notes or  Accreted  Value shall  become due and payable  immediately
without further action or notice.  The Holders of a majority in principal amount
of the  Senior  Notes then  outstanding  by written  notice to the  Trustee  may
rescind  an  acceleration  and its  consequences  if the  rescission  would  not
conflict with any judgment or decree and if all existing  Events of Default have
been cured or waived  except  nonpayment  of  principal  or interest or Accreted
Value that has become due solely  because of the  acceleration.  Holders may not
enforce the Indenture or the Senior Notes as provided in the Indenture.  Subject
to certain  limitations,  Holders of a majority in principal  amount of the then
outstanding  Senior 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 Senior Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal  amount of the then  outstanding
Senior Notes (including  consents  obtained in connection with a tender offer or
exchange  offer for Senior Notes),  and any existing  default may be waived with
the


                                       9
<PAGE>


consent of the Holders of a majority in principal amount of the then outstanding
Senior  Notes.  Without the consent of any Holder,  the  Indenture or the Senior
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 Senior 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 Senior 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 Senior Notes by accepting a Senior Note waives and
releases  all  such   liability.   The  waiver  and  release  are  part  of  the
consideration for the issue of the Senior Notes.

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

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

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

     The Company  will  furnish to any Holder of the Senior  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.
                           General Counsel


                                       10
<PAGE>


                                 ASSIGNMENT FORM

               To assign this Senior Note, fill in the form below:

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



     Date: __________________

     Signature Guarantee: **/ ______________________________






_________________________

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



                                       11
<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE

     If you  want to  elect  to have  this  Senior  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 Senior Note)



     Date: ________________________

     Signature Guarantee:***




_____________________

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




                                       12
<PAGE>


                                   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:



================================================================================
Amount of        Amount of       Principal      Signature of    Date of
decrease in      increase in     amount of      authorized      exchange
principal        principal       this Global    officer of      following such
amount of this   amount of this  Note           Trustee or      decrease or
Global Note      Global Note                    Notes Custodian increase
--------------------------------------------------------------------------------


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


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


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


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


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


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


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


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



                                       13
<PAGE>


                                                                       EXHIBIT C


                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                           FROM RULE 144A GLOBAL NOTE
                           TO REGULATION S GLOBAL NOTE
                  (Transfers pursuant to (Section) 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 9-3/4% Senior Deferred Coupon
                Notes Due 2008 (the "Senior Notes")


     Reference is hereby made to the Indenture,  dated as of March 13, 1998 (the
"Indenture"), between NTL Incorporated, as Issuer, and The Chase Manhattan Bank,
as Trustee.

     This letter  relates to $[ ]  aggregate  principal  amount of Senior  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 Senior 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 Senior Notes and (i) with respect to transfers  made in reliance on
Regulation S, does hereby certify that:

          (1) the  offer of the  Senior  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 Senior 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 Senior Notes are being
transferred  in  accordance  with  Rule  144A  under  the  Securities  Act  to a
transferee  that the  Transferor  reasonably  believes is purchasing  the Senior
Notes for its own  account or an account  with  respect to

<PAGE>


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  restricted  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 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.
           General Counsel








                                       2
<PAGE>


                                                                       EXHIBIT D

                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                          FROM REGULATION S GLOBAL NOTE
                            TO RULE 144A GLOBAL NOTE
                  (Transfers pursuant to (Section) 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 9-3/4% Senior Deferred Coupon
            Notes Due 2008 (the "Senior Notes")


     Reference is hereby made to the Indenture,  dated as of March 13, 1998 (the
"Indenture"), between NTL Incorporated, as Issuer, and The Chase Manhattan Bank,
as  Trustee.  Capitalized  terms  used but not  defined  herein  shall  have the
respective meanings given them in the Indenture.

     This letter  relates to $[ ]  aggregate  principal  amount of Senior  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 Senior  Notes in  exchange  for an  equivalent  beneficial
interest in the Rule 144A Global Note.

     In connection  with such  request,  and in respect of such Senior Notes the
Transferor  does hereby certify that such Senior Notes are being  transferred in
accordance with (i) the transfer  restrictions set forth in the Senior 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 Senior
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.
           General Counsel

<PAGE>


                                                                       EXHIBIT E


                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                         FROM GLOBAL NOTE OR RESTRICTED
                             NOTE TO RESTRICTED NOTE
                  (Transfers pursuant to (Section) 2.06(a)(iv)
                    or (Section) 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 9-3/4% Senior Deferred Coupon
            Notes Due 2008 (the "Senior Notes")


     Reference is hereby made to the Indenture,  dated as of March 13, 1998 (the
"Indenture"), between NTL Incorporated, as Issuer, and The Chase Manhattan Bank,
as  Trustee.  Capitalized  terms  used but not  defined  herein  shall  have the
respective meanings given them in the Indenture.

     This letter  relates to $[ ]  aggregate  principal  amount of Senior  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 Senior
Notes.

     In connection with such request,  and in respect of such Senior Notes,  the
Transferor does hereby certify that such Senior Notes are being  transferred (i)
in accordance with the transfer  restrictions  set forth in the Senior 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.
           General Counsel
<PAGE>


                                    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 9-3/4% Senior Deferred Coupon
            Notes Due 2008 (the "Senior Notes")


     Reference is hereby made to the  Indenture,  dated as of March 13,1998 (the
"Indenture),  between NTL Incorporated, as Issuer, and The Chase Manhattan Bank,
as  Trustee.  Capitalized  terms  used but not  defined  herein  shall  have the
respective meanings given them in the Indenture.

     This letter  relates to $[ ]  aggregate  principal  amount of Senior  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 Senior Notes to
the undersigned.

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

     1. We  understand  that the  Senior  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 Senior Notes have not been registered  under the Securities Act
and that (A) the Senior  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.


_________________________

* Insert and modify if appropriate
<PAGE>


     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 Senior  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.

     3. We are  acquiring  the Senior 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 Senior 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  Senior
Notes  is,  purchasing  Senior  Notes  having  an  aggregate   [Accreted  Value]
[principal amount at maturity] of not less than $100,000.

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

     THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED (THE  "SECURITIES  ACT").  THE HOLDER HEREOF,  BY PURCHASING  THIS NOTE,
AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS NOTE MAY NOT BE RESOLD,  PLEDGED
OR OTHERWISE  TRANSFERRED  (X) PRIOR TO THE SECOND  ANNIVERSARY  OF THE ISSUANCE
HEREOF  (OR ANY  PREDECESSOR  NOTE  HERETO)  OR (Y) BY ANY  HOLDER  THAT  WAS AN
AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS  PRECEDING THE DATE
OF SUCH TRANSFER,  IN EITHER CASE OTHER THAN (1) TO THE COMPANY,  (2) SO LONG AS
THIS NOTE IS ELIGIBLE FOR RESALE  PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
("RULE 144A"),  TO A PERSON WHOM THE SELLER  REASONABLY  BELIEVES IS A QUALIFIED
INSTITUTIONAL  BUYER  WITHIN  THE  MEANING OF RULE 144A  PURCHASING  FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED  INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE  RESALE,  PLEDGE OR OTHER  TRANSFER  IS BEING MADE IN RELIANCE ON
RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE  CERTIFICATE
OF  TRANSFER ON THE REVERSE OF THIS  NOTE),  (3) IN AN OFFSHORE  TRANSACTION  IN
ACCORDANCE  WITH  REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX
CHECKED BY THE TRANSFEROR ON THE  CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS
NOTE),  AND, IF SUCH TRANSFER IS BEING EFFECTED BY CERTAIN  TRANSFERORS PRIOR TO
THE  EXPIRATION OF THE "40 DAY  RESTRICTED  PERIOD"  (WITHIN THE MEANING OF RULE
903(c)(2) OF REGULATION S UNDER THE SECURITIES  ACT), A CERTIFICATE  THAT MAY BE
OBTAINED  FROM THE COMPANY OR THE TRUSTEE IS DELIVERED BY THE  TRANSFEREE TO THE
COMPANY AND THE TRUSTEE,  (4) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED


                                       2
<PAGE>


STATES,  SUBJECT TO THE  COMPANY'S  AND THE  TRUSTEE'S  RIGHT  PRIOR TO ANY SUCH
OFFER,  SALE OR TRANSFER  PURSUANT  TO CLAUSE (4) TO REQUIRE THE  DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM.


     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 Senior Notes, we will not do so unless:

     (a) the Senior Notes are sold to the Company;

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

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

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

     (e) the Senior  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.
           General Counsel



                                       3
<PAGE>


                                    EXHIBIT G
                      FORM OF CERTIFICATE FOR TRANSFERS OF
                          REGULATION S GLOBAL NOTE FOR
                                RESTRICTED NOTES
                 (Transfers pursuant to (Section) 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 9-3/4% Senior Deferred Coupon
            Notes Due 2008 (the "Senior Notes")


     Reference is hereby made to the Indenture,  dated as of March 13, 1998 (the
"Indenture"), between NTL Incorporated, as Issuer, and The Chase Manhattan Bank,
as  Trustee.  Capitalized  terms  used but not  defined  herein  shall  have the
respective meanings given them in the Indenture.

     This certificate relates to $[ ] aggregate principal amount of Senior 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 Senior 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
<PAGE>


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,  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  Senior
                                          Notes  to  which  this   certificate
                                          relates.




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




                                       2