Exhibit 4.13

NTL
Incorporated
NTL Cable PLC
Communications Cable Funding Corp.
NTL (UK) Group, Inc.
NTL Communications Limited
NTL Investment Holdings Limited

£375,000,000
of 9.75% Senior Notes due 2014
U.S.$425,000,000 of 8.75% Senior Notes due 2014
€225,000,000 of 8.75% Senior Notes due 2014
U.S.$100,000,000 of Floating Rate Senior Notes due 2012

Exchange and Registration Rights Agreement

April 13,
2004

Credit
Suisse First Boston (Europe) Limited
One Cabot Square
London E14 4QJ
England

and

Deutsche
Bank AG London
Winchester House
1 Great Winchester Street
London EC2N 2DB
England

and

Goldman
Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB
England

and

Morgan
Stanley & Co. International Limited
25 Cabot Square
London E14 4QA
England

On
behalf of themselves and as representatives of the several Initial Purchasers who are named in Schedule I to the Purchase Agreement.

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Ladies
and Gentlemen:

NTL
Cable PLC, a public limited company organized under the laws of England and Wales (the "Company"), proposes to issue and sell to the
Initial Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) an aggregate of £375,000,000 principal amount of the 9.75% Senior Notes due
2014, an aggregate of U.S.$425,000,000 principal amount of the 8.75% Senior Notes due 2014, an aggregate of €225,000,000 principal amount of the 8.75% Senior Notes due 2014 and an
aggregate of U.S.$100,000,000 principal amount of Floating Rate Senior Notes due 2012. The Securities (as defined herein) are to be unconditionally guaranteed as to payments of principal and interest
by NTL Incorporated, a Delaware corporation (the "Parent"). Additionally, Communications Cable Funding Corp, a Delaware corporation
("CCFC"), NTL (UK) Group, Inc., a Delaware corporation ("NTL UK"), and NTL Communications
Limited, a limited company organized under the laws of England and Wales ("NTL Communications" and, together with CCFC and NTL UK, the
"Intermediate Guarantors") will each unconditionally guarantee the Securities as to payments of principal and interest. The Securities will also be
guaranteed on a subordinated and conditional basis by NTL Investment Holdings limited, a limited company organized under the laws of England and Wales ("NTL
Holdings" and together with the Parent and the Intermediate Guarantors, the "Guarantors"). As an inducement to the Initial
Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company and the Guarantors agrees with the Initial
Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

1.Certain Definitions.For purposes of this Exchange and Registration Rights Agreement, the following terms
shall have the following respective meanings:



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Unless
the context otherwise requires, any reference herein to a "Section" or "Clause" refers to a Section or Clause, as the case may be, of this Exchange and Registration Rights
Agreement, and the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Exchange and Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

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2.Registration Under the Securities Act.



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3.Registration Procedures.

If
the Company and the Guarantors file a registration statement pursuant to Section 2(a) or Section 2(b), the following provisions shall apply:



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4.Registration Expenses.

The
Company and the Guarantors agree to bear and to pay or cause to be paid promptly all expenses incident to the Company's and the Guarantors' performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and any NASD registration, filing and review fees and expenses including fees and disbursements of counsel for the
placement or sales agent or underwriters in connection with such registration, filing and review, (b) all fees and expenses in connection with the qualification of the Securities for offering
and sale under the state securities and blue sky laws referred to in Section 3(d)(xii) hereof and determination of their eligibility for investment under the laws of such jurisdictions
as the Electing Holders may designate, including any reasonable fees and disbursements of one counsel for the Electing Holders in connection with such qualification and determination, as selected by
the Electing Holders of at least a majority in aggregate principal amount of the Registrable Securities held by Electing Holders (which counsel shall be reasonably satisfactory to the Company and the
Parent), (c) all expenses relating to the preparation, printing, production, distribution and reproduction of each registration statement required to be filed hereunder, each prospectus
included therein or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the expenses of preparing the Securities for delivery and any blue sky or legal investment
memoranda and all other documents in connection with the offering, sale or delivery of Securities to be disposed of (including certificates representing the Securities), (d) messenger,
telephone and delivery expenses relating to the offering, sale or delivery of Securities and the preparation of documents referred in Clause (c) above, (e) fees and expenses of the
Trustee under the Indenture, any agent of the Trustee and any counsel for the Trustee and of any collateral agent or custodian, (f) internal expenses (including all salaries and expenses of the
Company's and the Parent's officers and employees performing legal or accounting duties), (g) fees, disbursements and expenses of counsel and independent certified public accountants of the
Company and the Parent (including the expenses of any opinions or "cold comfort" letters required by or incident to such performance and compliance), (h) fees, disbursements and expenses of one
counsel for the Electing Holders retained in connection with a Shelf Registration, as selected by the Electing Holders of at least a majority in aggregate principal amount of the Registrable
Securities held by Electing Holders (which counsel shall be reasonably satisfactory to the Company and the Parent), (i) any fees charged by securities rating services for rating the Securities,
and (j) reasonable fees, expenses and disbursements of any other persons, including special experts, retained by the Company or the Guarantors in connection with such registration
(collectively, the "Registration Expenses"). To the extent that any Registration Expenses are incurred, assumed or paid by any holder of Registrable
Securities, the Company and the Guarantors shall reimburse such person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a request therefor.
Notwithstanding the foregoing, the holders of the Registrable Securities being registered shall pay all transfer taxes, agency fees and commissions and underwriting discounts and commissions
attributable to the sale of such Registrable Securities and the fees and disbursements of any counsel or other advisors or experts (and any counsel, they in turn may retain) retained by such holders
(severally or jointly), other than the counsel and experts specifically referred to above.

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5.Indemnification.



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6.Rule 144.

The
Company and the Guarantors covenant to the holders of Registrable Securities that to the extent they shall be required to do so under the Exchange Act, the Company and the Guarantors
shall timely file the reports required to be filed by them under the Exchange Act or the Securities Act (including the reports under Section 13 and 15(d) of the Exchange Act referred to in
subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, and shall take such further action as any
holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act
within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter
adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder's sale pursuant to Rule 144, the Company or each of the Guarantors shall
deliver to such holder a written statement as to whether it has complied with such requirements.

7.Miscellaneous.



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If the foregoing is in accordance with your understanding, please sign and return to us 10 counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Initial
Purchasers, this letter and such acceptance hereof shall constitute a binding agreement by and among each of the Initial Purchasers and the Company, the Parent, the Intermediate Guarantors and NTL
Holdings. It is understood that your acceptance of this letter on behalf of each of the Initial Purchasers is pursuant to the authority set forth in a form of Agreement Among Purchasers, the form of
which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof.

| |  | Very truly yours,                 
| |  | ----------------------------------
| |  | NTL Cable PLC                     
| |  | By:                               
| |  | NTL Incorporated                  
| |  | By:                               
| |  | Communications Cable Funding Corp.
| |  | By:                               
| |  | NTL (UK) Group, Inc.              
| |  | By:                               
| |  | NTL Communications Limited        
| |  | By:                               
| |  | NTL Investment Holdings Limited   
| |  | By:                               

[Registration
Rights Agreement]

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Accepted
on behalf of each of the Initial Purchasers as of the date hereof:

Credit
Suisse First Boston (Europe) Limited

|By:                                        | /s/MARISA D. DREWName: Marisa D. Drew
Title: Managing Director                | 
|------------------------------------------ | ----------------------------------------------------------------------------- | 
|Deutsche Bank AG London                    |                                                                              
|By:                                        | /s/BRIAN BASSETTName: Brian Bassett
Title: Managing Director                  | 
|Goldman Sachs International                |                                                                              
|By:                                        | /s/FRANCESCA MCWILLIAMSName: Francesca McWilliams
Title: Authorized Signatory | 
|Morgan Stanley & Co. International Limited |                                                                              
|By:                                        | /s/A. BARKLAMName: A. Barklam
Title: Executive Director                       | 

[Registration
Rights Agreement]

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Exhibit A

NTL Cable PLC

INSTRUCTION TO DTC PARTICIPANTSAND ACCOUNT HOLDERS OF EUROCLEAR AND CLEARSTREAM, LUXEMBOURG

(Date of Mailing)

URGENTIMMEDIATE ATTENTION REQUESTED

DEADLINE FOR RESPONSE: [DATE] *

The Depository Trust Company ("DTC") or Euroclear System as operated by Euroclear Bank S.A./N.V. ("Euroclear") or Clearstream Banking, S.A. ("Clearstream,
Luxembourg") has identified you as a DTC Participant or Account Holder of Euroclear or Clearstream, Luxembourg, as the case may be, through which beneficial interests in the aggregate principal amount
of £375,000,000 principal amount of the 9.75% Senior Notes due 2014, an aggregate of U.S.$425,000,000 principal amount of the 8.57% Senior Notes due 2014 and an aggregate of
€225,000,000 principal amount of the 8.75% Senior Notes due 2014 and U.S.$100,000,000 principal amount of the Floating Rate Senior Notes due 2012 (the "Securities") of NTL Cable PLC
(the "Company") are held.

The
Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in
the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible, as their rights to
have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by[Deadline For
Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies
of the enclosed materials or have any questions pertaining to this matter, please contact NTL Cable PLC, c/o NTL Incorporated, 909 Third Avenue, Suite 2863, New York, NY 10022; Telephone
+1-610-667-5554, Attention: [Secretary].



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A-1

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NTL Cable PLC

Notice of Registration Statement
and
Selling Securityholder Questionnaire

(Date)

Reference
is hereby made to the Exchange and Registration Rights Agreement (the "Exchange and Registration Rights Agreement") between NTL Cable PLC (the "Company"), NTL Incorporated (the
"Parent"), Communications Cable Funding Corp. ("CCFC"), NTL (UK) Group, Inc. ("NTL UK"), NTL Communications Limited ("NTL Communications"), NTL Investment Holdings Limited ("NTL Holdings") and
the Initial Purchasers named therein. Pursuant to the Exchange and Registration Rights Agreement, the Company has filed with the United States Securities and Exchange Commission (the "Commission") a
registration statement on Form S-4 (the "Shelf Registration Statement") for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the
"Securities Act"), of the aggregate principal amount of up to [£[        ] principal amount of the 9.75% Senior Notes
due 2014, an aggregate of U.S.$[        ] principal amount of the 8.75% Senior Notes due 2014, an aggregate of
€[        ] principal amount of the 8.75% Senior Notes due 2014 and an aggregate of
U.S.$[        ] principal amount of the Floating Rate Senior Notes due 2012] (the "Securities") of the Company. A copy of the
Exchange and Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Exchange and Registration Rights
Agreement.

Each
beneficial owner of Registrable Securities (as defined below) is entitled to have the Registrable Securities beneficially owned by it included in the Shelf Registration Statement.
In order to have Registrable Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire ("Notice and Questionnaire") must
be completed, executed and delivered to the Company's counsel at the address set forth herein for receipt ON OR BEFORE[Deadline for
Response]. Beneficial owners of Registrable Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be
named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities.

Certain
legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of
Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration
Statement and related Prospectus.

The
term "Registrable Securities" is defined in the Exchange and Registration Rights Agreement.

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ELECTION

The
undersigned holder (the "Selling Securityholder") of Registrable Securities hereby elects to include in the Shelf Registration Statement the Registrable Securities beneficially owned
by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without limitation, Sections 3(g), 3(h) and 5 of the Exchange and Registration Rights Agreement, as if
the undersigned Selling Securityholder were an original party thereto.

Upon
any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Company and Trustee the Notice of
Transfer set forth in Exhibit B to the Exchange and Registration Rights Agreement.

The
Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

A-3

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QUESTIONNAIRE

|(1) |  | (a)                                                                                                                                                                                                                                                                                                                                |  | Full Legal Name of Selling Securityholder:                                                                                                                 
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  |                                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                            
|    |  | (b)                                                                                                                                                                                                                                                                                                                                |  | Full Legal Name of Registered Holder (if not the same as in (a) above) of Registrable Securities Listed in Item (3) below:                                 
|    |  |                                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                            
|    |  | (c)                                                                                                                                                                                                                                                                                                                                |  | Full Legal Name of DTC Participant (if applicable and if not the same as (b) above) Through Which Registrable Securities Listed in Item (3) below are Held:
|    |  |                                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                            
|(2) |  | Address for Notices to Selling Securityholder:                                                                                                                                                                                                                                                                                    
|    |  |                                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                            
|    |  |                                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                            
|    |  |                                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                            
|    |  | Telephone:                                                                                                                                                                                                                                                                                                                        
|    |  |                                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                            
|    |  | Fax:                                                                                                                                                                                                                                                                                                                              
|    |  |                                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                            
|    |  | Contact Person:                                                                                                                                                                                                                                                                                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                            
|(3) |  | Beneficial Ownership of Securities:                                                                                                                                                                                                                                                                                               
|    |  | Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities.                                                                                                                                                                                                                             
|    |  | (a)                                                                                                                                                                                                                                                                                                                                |  | Principal amount of Registrable Securities beneficially owned:                                                                                             
|    |  |                                                                                                                                                                                                                                                                                                                                    |  | CUSIP No(s). of such Registrable Securities:                                                                                                               
|    |  | (b)                                                                                                                                                                                                                                                                                                                                |  | Principal amount of Securities other than Registrable Securities beneficially owned:
CUSIP No(s). of such other Securities:                                
|    |  | (c)                                                                                                                                                                                                                                                                                                                                |  | Principal amount of Registrable Securities which the undersigned wishes to be included in the Shelf Registration Statement:                                
|    |  |                                                                                                                                                                                                                                                                                                                                    |  | CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration Statement:                                                            
|(4) |  | Beneficial Ownership of Other Securities of the Company and the Parent:                                                                                                                                                                                                                                                           
|    |  | Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of any other securities of the Company or the Parent, other than the Securities listed
above in Item (3).                                                                                            
|    |  | State any exceptions here:                                                                                                                                                                                                                                                                                                        
|(5) |  | Relationships with the Company and the Parent:                                                                                                                                                                                                                                                                                    
|    |  | Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material
relationship with the Company or the Parent (or their predecessors or affiliates) during the past three years.
|    |  | State any exceptions here:                                                                                                                                                                                                                                                                                                        
|    |  |                                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                            

A-4

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|(6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Plan of Distribution:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | Except as set forth below, the undersigned Selling Securityholder intends to distribute the Registrable Securities listed above in Item (3) only as follows (if at all): Such Registrable Securities may be sold
from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices
at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation
service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or
(iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the
Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable
Securities to broker-dealers that in turn may sell such securities.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | State any exceptions here:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M,
or any successor provision under the Exchange Act.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|In the event that the Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the
transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement.                                                                                                                                                                                                                                                                                                                        
|By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and related
Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus.                                                                                                                                                                                                                                                                                   
|In accordance with the Selling Securityholder's obligation under the Exchange and Registration Rights Agreement (including Section 3(d)) to provide such information as may be required by law for inclusion in the Shelf Registration Statement and
related prospectus, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Shelf Registration Statement
remains in effect. All notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:

|(i)  |  | To the Company: |  | NTL Cable PLC
c/o NTL Incorporated
909 Third Avenue, Suite 2867
New York, NY 10012
United States
Attention: [Secretary]
|---- |  | --------------- |  | -----------------------------------------------------------------------------------------------------------------------
|(ii) |  | With a copy to: |  | Fried, Frank, Harris Shriver & Jacobson (London) LLP
99 City Road
London EC1Y 1AX
England                              
|     |  |                 |  | Attention:                                                                                                             

A-5

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Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and
assigns of the Company and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above). This Agreement
shall be governed by and construed in accordance with the laws of the State of New York.

IN
WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:

| |  | Selling Securityholder
(Print/type full legal name of beneficial owner of Registrable Securities)
| |  | -------------------------------------------------------------------------------------------------
| |  | By:                                                                                              
| |  | Name:
Title:                                                                                     

PLEASE
RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE[DEADLINE FOR RESPONSE]TO THE
COMPANY'S COUNSEL AT:



A-6

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Exhibit B

NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

The
Bank of New York
NTL Cable PLC
c/o The Bank of New York
One Canada Square
London E14 5AL
England

Attention:
[Trust Officer]



Dear
Sirs:

Please
be advised that                        has transferred (complete all that apply):

£ 
aggregate principal amount of the    []% Senior Notes due 2014;

$ 
aggregate principal amount of the    []% Senior Notes due 2014; and/or

€ 
aggregate principal amount of the    []% Senior Notes due 2014.

pursuant
to an effective Registration Statement on Form[    ](File No. 333-            ) filed
by the Company.

We
hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied and that the above-named beneficial owner of the Notes is named as a
"Selling Holder" in the Prospectus dated[date]or in supplements thereto, and that the aggregate principal amount of the Notes
transferred are the Notes listed in such Prospectus opposite such owner's name.

Dated:

| |  | Very truly yours,
| |  | -----------------
| |  | (Name)           
| |  | By:              

B-1

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