EXHIBIT 4.19



                                                                  EXECUTION COPY
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                           300,000,000 POUNDS STERLING
                  10-3/4% SENIOR DEFERRED COUPON NOTES DUE 2008
                          REGISTRATION RIGHTS AGREEMENT

                           Dated as of March 13, 1998


                                  by and among

                                NTL INCORPORATED

                                       and

                   DONALDSON, LUFKIN & JENRETTE INTERNATIONAL
                   MORGAN STANLEY & CO. INTERNATIONAL LIMITED
                          BT ALEX. BROWN INTERNATIONAL,
                   DIVISION OF BANKERS TRUST INTERNATIONAL PLC
                              CHASE SECURITIES INC.
                     SALOMON BROTHERS INTERNATIONAL LIMITED






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<PAGE>

     This Registration  Rights Agreement (this  "Agreement") is made and entered
into as of March 13, 1998 by and among NTL Incorporated,  a Delaware corporation
(the "Company"), and Donaldson, Lufkin & Jenrette International,  Morgan Stanley
& Co. International  Limited, BT Alex. Brown International,  Division of Bankers
Trust   International   PLC,  Chase   Securities   Inc.  and  Salomon   Brothers
International  Limited  (each  an  "Initial  Purchaser"  and  collectively,  the
"Initial  Purchasers").  The  Company  proposes to issue and sell to the Initial
Purchasers  (the "Initial  Placement")  300,000,000  pounds  sterling  aggregate
principal  amount at maturity of its 10-3/4%  Senior  Deferred  Coupon Notes due
2008 (the "Notes"). As an inducement to the Initial Purchasers to enter into the
purchase agreement,  dated as of March 6, 1998 ( the "Purchase Agreement"),  and
in  satisfaction  of  a  condition  to  the  Initial   Purchasers'   obligations
thereunder,  the Company agrees with the Initial Purchasers, (i) for the benefit
of the Initial  Purchasers  and (ii) for the benefit of the holders from time to
time of the Notes whose names appear in the register maintained by the Registrar
in  accordance  with the  provisions  of the  Indenture (as defined in Section 1
hereof) (including the Initial Purchasers), as follows:


SECTION 1. DEFINITIONS


     Capitalized   terms  used  herein  without   definition  shall  have  their
respective  meanings  set  forth  in the  Purchase  Agreement.  As  used in this
Agreement,  the  following  capitalized  defined  terms shall have the following
meanings:

      "Act" means the  Securities  Act of 1933, as amended,  and the rules and
regulations of the Commission promulgated thereunder.

     "Affiliate" of any specified person means any other person which,  directly
or  indirectly,  is in control of, is controlled  by, or is under common control
with,  such  specified  person.  For purposes of this  definition,  control of a
person means the power, direct or indirect,  to direct or cause the direction of
the management and policies of such person whether by contract or otherwise; and
the terms  "controlling"  and  "controlled"  have  meanings  correlative  to the
foregoing.

     "Closing Date" has the meaning set forth in the Purchase Agreement.

     "Commission" means the Securities and Exchange Commission.

     "Commission Delay Period" has the meaning set forth in Section 3(a) hereof.

     "Consummate" means the occurrence of (i) the filing and effectiveness under
the Act of the Exchange Offer  Registration  Statement  relating to the Exchange
Notes to be issued in the Registered  Exchange  Offer,  (ii) the  maintenance of
such  Registration  Statement  continuously  effective  and the  keeping  of the
Registered  Exchange  Offer open for a period not less than the  minimum  period
required  pursuant to Section  3(c)(ii)  hereof,  and (iii) the  delivery by the
Company to the Registrar under the Indenture or the Exchange Notes Indenture, as
the case may be, of Exchange Notes in the same aggregate principal amount as the
aggregate  principal  amount of Notes that were tendered by Holders  thereof and
accepted for exchange pursuant to the Registered Exchange Offer.
<PAGE>


     "Exchange Act" means the Securities  Exchange Act of 1934, as amended,  and
the rules and regulations of the Commission promulgated thereunder.

     "Exchange  Notes"  means debt  securities  of the Company  identical in all
material respects to the Notes (except that interest will accrue on the Exchange
Notes  from the last day on which  interest  was paid on the Notes  prior to the
date of original issuance of the Exchange Notes or, if no such interest has been
paid, from April 1, 2003, and paragraph 2 of, and the transfer  restrictions on,
the Notes will be eliminated),  to be issued under the Indenture or the Exchange
Notes Indenture.

     "Exchange Notes Indenture"  means an indenture  between the Company and the
Exchange  Notes  Trustee,  identical in all material  respects to the  Indenture
(except that  interest  will accrue on the  Exchange  Notes from the last day on
which  interest was paid on the Notes prior to the date of original  issuance of
the Exchange  Notes or, if no such  interest has been paid,  from April 1, 2003,
and  paragraph  2 of,  and the  transfer  restrictions  on,  the  Notes  will be
eliminated).

     "Exchange  Notes  Trustee"  means  a  bank  or  trust  company   reasonably
satisfactory to the Initial Purchasers,  as trustee with respect to the Exchange
Notes under the Exchange Notes Indenture.

     "Exchange  Offer  Registration  Period"  means a period  expiring  upon the
earliest to occur of (i) the one year period  following the  Consummation of the
Registered  Exchange Offer, (ii) the date on which, in the opinion of counsel to
the Company, all of the Transfer Restricted  Securities then held by the Holders
may be sold by such Holders in the public  United States  securities  markets in
the absence of a registration  statement  covering such sales and (iii) the date
on which there ceases to be outstanding any Transfer Restricted Securities.

     "Exchange Offer Registration  Statement" means a registration  statement of
the Company on an appropriate  form under the Act with respect to the Registered
Exchange Offer, all amendments and supplements to such  registration  statement,
including post-effective  amendments, and in each case, including the Prospectus
contained  therein,  all  exhibits  thereto  and all  material  incorporated  by
reference therein.

     "Exchanging  Dealer"  means any  Holder  (which  may  include  the  Initial
Purchasers) that is a broker-dealer,  electing to exchange  Transfer  Restricted
Securities, acquired for its own account as a result of market-making activities
or other trading activities, for Exchange Notes.

     "Holder" has the meaning set forth in Section 2 hereof.

     "Indenture"  means the Indenture,  dated as of March 13, 1998,  between the
Company and the Trustee,  relating to the Notes, as the same may be amended from
time to time in accordance with the terms thereof.

     "Initial Placement" has the meaning set forth in the preamble hereto.

     "Losses" has the meaning set forth in Section 8(d) hereof.


                                        2

<PAGE>


     "Majority  Holders"  means  the  Holders  of a  majority  of the  aggregate
principal amount of securities registered under a Registration Statement.

     "Managing  Underwriters"  means the investment banker or investment bankers
and manager or managers that shall administer an underwritten offering.

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

     "Prospectus"  means the prospectus  included in any Registration  Statement
(including,   without  limitation,   a  prospectus  that  discloses  information
previously omitted from a prospectus filed as part of an effective  registration
statement in reliance upon Rule 430A under the Act), as amended or  supplemented
by any prospectus  supplement,  with respect to the terms of the offering of any
portion of Transfer Restricted Securities or the Exchange Notes, covered by such
Registration  Statement,  and all amendments and  supplements to the Prospectus,
including post-effective amendments.

     "Registered  Exchange  Offer"  means the  proposed  offer to the Holders to
issue and deliver to such  Holders,  in  exchange  for Notes,  a like  principal
amount of the Exchange Notes.

     "Registration Statement" means any Exchange Offer Registration Statement or
any Shelf  Registration  Statement,  which is filed  pursuant to the  provisions
hereof,  and in each case,  including  the  Prospectus  contained  therein,  all
amendments and supplements thereto, including post-effective amendments, and all
exhibits and material incorporated by reference therein.

     "Shelf  Registration"  means a registration  effected pursuant to Section 4
hereof.

     "Shelf  Registration  Period"  has the  meaning  set forth in Section  4(b)
hereof.

     "Shelf Registration  Statement" means a "shelf"  registration  statement of
the Company  pursuant to the  provisions of Section 4 hereof that covers some or
all of the Transfer Restricted Securities as applicable,  on an appropriate form
under  Rule 415 under the Act,  or any  similar  rule that may be adopted by the
Commission, amendments and supplements to such registration statement, including
post-effective  amendments, and in each case, including the Prospectus contained
therein,  all  exhibits  thereto  and all  material  incorporated  by  reference
therein.

     "Supplement  Delay  Period"  means  any  period  commencing  on the date of
receipt by a Holder of Transfer  Restricted  Securities or Exchange Notes of any
notice  from  the  Company  of the  existence  of any  fact or event of the kind
described  in Section  5(b)(2)  hereof and ending on the date of receipt by such
Holder of an amended or supplemented  Registration  Statement or Prospectus,  as
contemplated  by Section 5(j)  hereof,  or the receipt by such Holder of written
notice from the Company (the  "Advice")  that the use of the  Prospectus  may be
resumed,  and the receipt of copies of any  additional or  supplemental  filings
that are incorporated by reference in the Prospectus.

     "Transfer  Restricted  Securities"  means  each Note  until (i) the date on
which such Note has been exchanged by a person other than a broker-dealer for an
Exchange Note in the


                                       3
<PAGE>


Registered  Exchange Offer,  (ii) following the exchange by an Exchanging Dealer
in the  Registered  Exchange  Offer of a Note for an Exchange  Note, the date on
which  such  Exchange  Note  is sold  to a  purchaser  who  receives  from  such
broker-dealer  on or  prior to the  date of such  sale a copy of the  prospectus
contained in the Exchange Offer Registration Statement,  (iii) the date on which
such  Note has been  effectively  registered  under the Act and  disposed  of in
accordance  with the Shelf  Registration  Statement  (iv) the date on which such
Note is  distributed  to the public  pursuant  to Rule 144 under the Act (or any
similar  provision then in effect) or is saleable  pursuant to Rule 144(k) under
the Act or (v) the date upon which such Note ceases to be outstanding.

     "Trustee" means the trustee with respect to the Notes under the Indenture.

     "underwriter" means any underwriter of Notes in connection with an offering
thereof under a Shelf Registration Statement.

SECTION 2. HOLDERS

     A person is deemed to be a holder of Transfer Restricted  Securities (each,
a "Holder")  whenever such person  becomes the  registered  holder of such Notes
under the Indenture and includes  broker-dealers  that hold Transfer  Restricted
Securities  (i) as a result  of  market  making  activities  and  other  trading
activities  and  (ii)  which  were  acquired  directly  from the  Company  or an
Affiliate.

SECTION 3. REGISTERED EXCHANGE OFFER

     (a) The Company  shall  prepare and, on or prior to 90 days  following  the
Closing Date,  shall file with the Commission  the Exchange  Offer  Registration
Statement with respect to the Registered  Exchange Offer.  The Company shall use
its best efforts to cause the Exchange  Offer  Registration  Statement to become
effective under the Act on or prior to 270 days after the Closing Date; provided
that, if as a result of there being no federal  governmental budget for any year
following the 1997 fiscal year,  the  Commission  ceases to review  registration
statements  like the  Registration  Statements  in the  time  within  which  the
Commission normally reviews such registration  statements in the ordinary course
(a "Commission Delay Period"), then such 270 day period during which the Company
must cause the Exchange Offer  Registration  Statement to become effective shall
be  extended  by the  number of days of which  the  Commission  Delay  Period is
comprised.  The Company shall use its best efforts to Consummate  the Registered
Exchange Offer on or prior to 310 days after the Closing Date.

     (b) Upon the  effectiveness of the Exchange Offer  Registration  Statement,
the Company shall promptly commence the Registered  Exchange Offer, it being the
objective of such  Registered  Exchange Offer to enable each Holder  electing to
exchange Transfer  Restricted  Securities for Exchange Notes (assuming that such
Holder  is not an  Affiliate  of the  Company  within  the  meaning  of the Act,
acquires the Exchange Notes in the ordinary course of such Holder's business and
has no  arrangements  with any person to participate in the  distribution of the
Exchange  Notes) to trade  such  Exchange  Notes  from and after  their  receipt
without any


                                       4
<PAGE>


limitations  or  restrictions  under the Act and without  material  restrictions
under the securities  laws of a substantial  proportion of the several states of
the United States.

     (c) In connection with the Registered Exchange Offer, the Company shall:

          (i) mail to each Holder a copy of the  Prospectus  forming part of the
     Exchange Offer Registration Statement,  together with an appropriate letter
     of transmittal and related documents;

          (ii) keep the Registered Exchange Offer open for not less than 30 days
     and not more than 45 days  after the date  notice  thereof is mailed to the
     Holders (or longer if required by applicable law);

          (iii)  utilize the  services of one or more  depositaries  or exchange
     agents  (which,  in either case,  may be the  Trustee)  for the  Registered
     Exchange Offer with an address (A) in the Borough of Manhattan, The City of
     New York and (B) if the  Notes  are then  listed  on the  Luxembourg  Stock
     Exchange  and the  rules  of the  Luxembourg  Stock  Exchange  so  require,
     Luxembourg; and

          (iv) comply in all material respects with all applicable laws.

     (d) As soon as  practicable  after  the  close of the  Registered  Exchange
Offer, the Company shall:

          (i) accept for exchange all Transfer  Restricted  Securities  tendered
     and not validly withdrawn pursuant to the Registered Exchange Offer;

          (ii) deliver to the Trustee for cancellation  all Transfer  Restricted
     Securities so accepted for exchange; and

          (iii) cause the Trustee or the Exchange Notes Trustee, as the case may
     be,  promptly  to  authenticate  and  deliver  to each  Holder of  Transfer
     Restricted  Securities,  Exchange Notes of a like  principal  amount to the
     Transfer Restricted Securities of such Holder so accepted for exchange.

     (e) The Initial  Purchasers and the Company  acknowledge that,  pursuant to
interpretations  by the  Commission's  staff of Section 5 of the Act, and in the
absence of an applicable exemption therefrom, each Exchanging Dealer is required
to deliver a Prospectus in connection with a sale of any Exchange Notes received
by such Exchanging Dealer pursuant to the Registered  Exchange Offer in exchange
for Transfer  Restricted  Securities acquired for its own account as a result of
market-making activities or other trading activities.  Accordingly,  the Company
shall:

          (i)  include  the  information  set forth in (A) Annex A hereto on the
     cover of the Exchange Offer Registration  Statement,  (B) Annex B hereto in
     the  forepart of the  Exchange  Offer  Registration  Statement in a section
     setting forth details of the Registered


                                       5
<PAGE>


     Exchange Offer, (C) Annex C hereto in the "Plan of Distribution" section of
     the Prospectus  contained in the Exchange Offer Registration  Statement and
     (D) Annex D hereto in the Letter of Transmittal  delivered  pursuant to the
     Registered Exchange Offer and

          (ii) use its best  efforts  to keep the  Exchange  Offer  Registration
     Statement  continuously effective (subject to the existence of a Supplement
     Delay Period) under the Act during the Exchange Offer  Registration  Period
     for delivery by  Exchanging  Dealers in  connection  with sales of Exchange
     Notes received  pursuant to the Registered  Exchange Offer, as contemplated
     by Section 5(g) below.

     (f) In the  event  that any  Initial  Purchaser  determines  that it is not
eligible to  participate  in the  Registered  Exchange Offer with respect to the
exchange of Transfer Restricted Securities constituting any portion of an unsold
allotment  of Notes,  at the  written  request of such  Initial  Purchaser,  the
Company  shall  issue  and  deliver  to  such  Initial  Purchaser  or the  party
purchasing Transfer Restricted  Securities registered under a Shelf Registration
Statement as  contemplated by Section 4 hereof from such Initial  Purchaser,  in
exchange for such Transfer  Restricted  Securities,  a like principal  amount of
Exchange  Notes.  Exchange  Notes  issued in exchange  for  Transfer  Restricted
Securities constituting any portion of an unsold allotment of Notes that are not
registered  under a Shelf  Registration  Statement as  contemplated by Section 4
hereof shall bear a legend as to  restrictions  on transfer.  The Company  shall
seek to cause the CUSIP  Service  Bureau to issue the same CUSIP number for such
Exchange Notes as for Exchange Notes issued pursuant to the Registered  Exchange
Offer.

SECTION 4. SHELF REGISTRATION

     If, (i) the Company is not required to file the Exchange Offer Registration
Statement nor permitted to Consummate the Registered  Exchange Offer because the
Registered  Exchange  Offer is not  permitted by  applicable  law or  Commission
policy or (ii) any Holder of Transfer Restricted Securities notifies the Company
in writing within 10 business days of the filing and effectiveness under the Act
of the Exchange Offer Registration Statement that (A) it is prohibited by law or
Commission  policy from  participating in the Registered  Exchange Offer, (B) it
may not resell the  Exchange  Notes  acquired by it in the  Registered  Exchange
Offer  to the  public  without  delivering  a  prospectus,  and  the  prospectus
contained in the Exchange  Offer  Registration  Statement is not  appropriate or
available for such resales or (C) it is a broker-dealer  and owns Notes acquired
directly  from the  Company  or an  Affiliate  (it being  understood  that,  for
purposes  of this  Section  4, (x) the  requirement  that an  Initial  Purchaser
deliver a Prospectus containing the information required by Items 507 and/or 508
of  Regulation  S-K under the Act in  connection  with sales of  Exchange  Notes
acquired in exchange  for such Notes shall result in such  Exchange  Notes being
not "freely tradeable" but (y) the requirement that an Exchanging Dealer deliver
a  Prospectus  in  connection  with  sales of  Exchange  Notes  acquired  in the
Registered  Exchange  Offer in  exchange  for  Notes  acquired  as a  result  of
market-making  activities or other trading  activities  shall not result in such
Exchange Notes being not "freely  tradeable"),  the following  provisions  shall
apply:


                                       6
<PAGE>


     (a) The Company shall as promptly as practicable,  file with the Commission
and  thereafter  shall use its best  efforts to cause to be  declared  effective
under the Act on or prior to 270 days  (plus any  additional  days  allowed as a
result of a Commission Delay Period) after the date of original  issuance of the
Notes,  a Shelf  Registration  Statement  relating  to the offer and sale of the
Transfer  Restricted  Securities  by the Holders from time to time in accordance
with the methods of  distribution  elected by such Holders and set forth in such
Shelf Registration Statement;  provided,  however, that with respect to Exchange
Notes  received by an Initial  Purchaser  in exchange  for  Transfer  Restricted
Securities constituting any portion of an unsold allotment of Notes, the Company
may, if permitted by current  interpretations by the Commission's  staff, file a
post-effective amendment to the Exchange Offer Registration Statement containing
the information  required by Regulation S-K Items 507 and/or 508, as applicable,
in  satisfaction  of its  obligations  under  this  paragraph  (a) with  respect
thereto,  and any such Exchange  Offer  Registration  Statement,  as so amended,
shall be referred to herein as, and governed by the provisions herein applicable
to, a Shelf Registration Statement.

     (b) The Company  shall use its best efforts to keep the Shelf  Registration
Statement  continuously effective in order to permit the Prospectus forming part
thereof  to be usable  by  Holders  for a period of two years  from the date the
Shelf  Registration  statement is declared effective by the Commission (or until
one year after such effective date if such Shelf Registration Statement is filed
at the  request  of an  Initial  Purchaser)  or such  shorter  period  that will
terminate when (i) all the Transfer  Restricted  Securities covered by the Shelf
Registration  Statement  have  been  sold  pursuant  to the  Shelf  Registration
Statement, (ii) the date on which, in the opinion of counsel to the Company, all
of the Transfer  Restricted  Securities  then held by the Holders may be sold by
such Holders in the public United States securities  markets in the absence of a
registration  statement  covering  such  sales or (iii) the date on which  there
ceases to be outstanding any Transfer  Restricted  Securities (in any such case,
such period being called the "Shelf Registration  Period"). The Company shall be
deemed  not to have  used  its  best  efforts  to keep  the  Shelf  Registration
Statement  effective  during the requisite  period if it  voluntarily  takes any
action that would result in Holders of Transfer  Restricted  Securities  covered
thereby not being able to offer and sell such  securities  during  that  period,
unless (i) such action is required by applicable  law, (ii) such action is taken
by the  Company  in good faith and for valid  business  reasons  (not  including
avoidance of the Company's obligations hereunder),  including the acquisition or
divestiture of assets, so long as the Company promptly  thereafter complies with
the  requirements of Section 5(j) hereof,  if applicable or (iii) such action is
taken  because of any fact or  circumstance  giving rise to a  Supplement  Delay
Period.

SECTION 5. REGISTRATION PROCEDURES

     In  connection  with any Shelf  Registration  Statement  and, to the extent
applicable,  any Exchange Offer Registration Statement, the following provisions
shall apply:

     (a) The Company  shall ensure that (i) any  Registration  Statement and any
amendment  thereto and any Prospectus  forming part thereof and any amendment or
supplement  thereto complies in all material respects with the Act and the rules
and regulations  thereunder,  (ii) any Registration  Statement and any amendment
thereto does not, when it becomes effective, contain


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<PAGE>


an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements  therein not misleading
and (iii) any Prospectus  forming part of any  Registration  Statement,  and any
amendment or supplement to such Prospectus, does not include an untrue statement
of a material fact or omit to state a material  fact  necessary in order to make
the statements,  in the light of the  circumstances  under which they were made,
not misleading.

     (b) (1) The Company shall advise the Initial Purchasers and, in the case of
a Shelf Registration  Statement,  the Holders of Transfer Restricted  Securities
covered thereby, and, if requested by the Initial Purchasers or any such Holder,
confirm such advice in writing when a  Registration  Statement and any amendment
thereto has been filed with the Commission and when the  Registration  Statement
or any post-effective amendment thereto has become effective.

     (2) The Company shall advise the Initial  Purchasers  and, in the case of a
Shelf  Registration  Statement,  the Holders of Transfer  Restricted  Securities
covered thereby,  and, in the case of an Exchange Offer Registration  Statement,
any  Exchanging  Dealer which has provided in writing to the Company a telephone
or facsimile  number and address for  notices,  and, if requested by the Initial
Purchasers  or any such  Holder or  Exchanging  Dealer,  confirm  such advice in
writing:

          (i) of any request by the  Commission for amendments or supplements to
     the  Registration  Statement  or the  Prospectus  included  therein  or for
     additional information;

          (ii) of the initiation by the Commission of proceedings  relating to a
     stop order suspending the effectiveness of the Registration Statement;

          (iii) of the issuance by the  Commission of any stop order  suspending
     the effectiveness of the Registration Statement;

          (iv) of the receipt by the Company of any notification with respect to
     the suspension of the qualification of the securities  included therein for
     sale in any jurisdiction or the initiation or threatening of any proceeding
     for such purpose; and

          (v) of the  existence  of any  fact  and the  happening  of any  event
     (including,  without limitation,  pending negotiations  relating to, or the
     consummation  of, a transaction  or the occurrence of any event which would
     require  additional  disclosure of material  non-public  information by the
     Company in the Shelf  Registration  Statement as to which the Company has a
     bona fide business purpose for preserving confidential or which renders the
     Company unable to comply with Commission requirements) that, in the opinion
     of the Company,  makes untrue any  statement of a material fact made in its
     Shelf Registration Statement, the Prospectus or any amendment or supplement
     thereto or any document  incorporated by reference  therein or requires the
     making of any changes in the  Registration  Statement or the  Prospectus so
     that, as of such date, the statements therein are not misleading and do not
     omit to state a material fact required to be stated therein or necessary to
     make the statements therein (in the case of the Prospectus, in light of the
     circumstances under which they were made) not misleading.


                                       8
<PAGE>


     Such advice may be  accompanied by an instruction to suspend the use of the
Prospectus until the requisite changes have been made.

     (c) The Company shall use its best efforts to obtain the  withdrawal of any
order suspending the effectiveness of any Registration Statement at the earliest
possible time.

     (d) The  Company  shall use its best  efforts to  furnish  to each  selling
Holder included within the coverage of any Shelf  Registration  Statement who so
requests in writing and who has  provided to the Company an address for notices,
without charge, at least one conformed copy of such Shelf Registration Statement
and any post-effective amendment thereto, including financial statements and, if
the Holder so requests in writing,  all exhibits and schedules  (including those
incorporated by reference).

     (e) The Company shall,  during the Shelf  Registration  Period,  deliver to
each Holder of Transfer Restricted  Securities covered by any Shelf Registration
Statement  and who has provided to the Company an address for  notices,  without
charge, as many copies of the Prospectus (including each preliminary Prospectus)
contained in such Shelf  Registration  Statement and any amendment or supplement
thereto as such  Holder  may  reasonably  request;  subject to any notice by the
Company in accordance with Section 6(b) hereof,  the Company consents to the use
of the Prospectus or any amendment or supplement  thereto by each of the selling
Holders  for the  purposes  of offering  and resale of the  Transfer  Restricted
Securities   covered  by  the  Prospectus  in  accordance  with  the  applicable
regulations promulgated under the Act.

     (f) The Company shall furnish to each Exchanging Dealer,  which so requests
in writing, without charge, at least one copy of the Exchange Offer Registration
Statement  and  any  post-effective   amendment  thereto,   including  financial
statements,  and, if the Exchanging Dealer so requests in writing, any documents
incorporated  by reference  therein and all exhibits  and  schedules  (including
those incorporated by reference).

     (g) The Company  shall,  during the  Exchange  Offer  Registration  Period,
promptly deliver to each Exchanging  Dealer,  without charge,  as many copies of
the Prospectus  included in such Exchange Offer  Registration  Statement and any
amendment or supplement thereto as such Exchanging Dealer may reasonably request
for delivery by such  Exchanging  Dealer in  connection  with a sale of Exchange
Notes  received by it pursuant to the  Registered  Exchange  Offer;  the Company
consents to the use of the Prospectus or any amendment or supplement  thereto by
any such  Exchanging  Dealer  for the  purposes  contemplated  by the Act or the
applicable regulations promulgated under the Act.

     (h) Prior to the  Registered  Exchange  Offer or any  offering  of Transfer
Restricted Securities pursuant to any Registration Statement,  the Company shall
register  or qualify  or  cooperate  with the  Holders  of  Transfer  Restricted
Securities  named therein and their  respective  counsel in connection  with the
registration or qualification of such Transfer  Restricted  Securities for offer
and sale  under the  securities  or blue sky laws of such  jurisdictions  of the
United States as any such Holders  reasonably  request in writing not later than
the date that is five business days prior to the date upon which this  Agreement
specifies that the Registration Statement shall


                                       9
<PAGE>


become effective;  provided,  however,  that the Company will not be required to
qualify  generally  to do business in any  jurisdiction  where it is not then so
qualified  or to take any action  which would  subject it to general  service of
process or to taxation in any such jurisdiction where it is not then so subject.

     (i) The Company  shall  endeavor to cooperate  with the Holders of Transfer
Restricted  Securities  to  facilitate  the timely  preparation  and delivery of
certificates  representing Transfer Restricted Securities to be sold pursuant to
any  Registration  Statement  free  of  any  restrictive  legends  and  in  such
denominations  and registered in such names as Holders may request in writing at
least  two  business  days  prior  to  sales  of  securities  pursuant  to  such
Registration Statement.

     (j) Upon the occurrence of any event  contemplated  by paragraph  (b)(2)(v)
hereof,  the Company shall promptly  prepare a  post-effective  amendment to any
Registration  Statement or an amendment or supplement to the related  Prospectus
or  file  any  other  required  document  so  that as  thereafter  delivered  to
purchasers of the Transfer Restricted Securities covered thereby, the Prospectus
will not  include an untrue  statement  of a material  fact or omit to state any
material  fact  necessary to make the  statements  therein,  in the light of the
circumstances  under which they were made, not misleading;  provided that in the
event of a material business transaction (including, without limitation, pending
negotiations  relating to such a  transaction)  which  would,  in the opinion of
counsel  to the  Company,  require  disclosure  by  the  Company  in  the  Shelf
Registration  Statement of material non-public information for which the Company
has a bona fide business  purpose for not  disclosing,  then for so long as such
circumstances  exist,  the  Company  shall not be required to prepare and file a
supplement or post-effective amendment hereunder.

     (k) Not later than the effective  date of any such  Registration  Statement
hereunder,  the Company  shall cause to be provided a CUSIP number for the Notes
or  Exchange  Notes,  as the case may be,  registered  under  such  Registration
Statement, and provide the applicable trustee with printed certificates for such
Notes or Exchange  Notes,  in a form  eligible for deposit  with The  Depository
Trust Company.

     (l) The Company  shall use its best  efforts to comply with all  applicable
rules and  regulations of the  Commission and shall make generally  available to
its  security  holders  in a regular  filing  on Form  10-Q or 10-K an  earnings
statement  satisfying the provisions of Rule 158 (which need not be audited) for
the twelve-month period commencing after effectiveness of the Shelf Registration
Statement.

     (m) The Company shall cause the Indenture or the Exchange Notes  Indenture,
as the case may be, to be qualified  under the Trust  Indenture  Act in a timely
manner.

     (n) The Company may require each Holder of Transfer Restricted  Securities,
which are to be sold pursuant to any Shelf Registration Statement, to furnish to
the Company within 20 business days after written  request for such  information
has been made by the  Company,  such  information  regarding  the Holder and the
distribution  of such securities as the Company may from time to time reasonably
require for inclusion in such Registration Statement and such other


                                       10
<PAGE>


information  as may be necessary or advisable in the  reasonable  opinion of the
Company and its counsel,  in connection with such Shelf Registration  Statement.
No  Holder  of  Transfer  Restricted  Securities  shall be  entitled  to use the
Prospectus  unless and until such Holder shall have  furnished  the  information
required by this Section 5(n) and all such information  required to be disclosed
in order to make the  information  previously  furnished  to the Company by such
Holder not materially misleading.

     (o) The Company shall, if requested,  promptly  incorporate in a Prospectus
supplement or post-effective  amendment to a Shelf Registration Statement,  such
information as the Managing  Underwriters and Majority Holders  reasonably agree
should  be  included  therein  and  shall  make  all  required  filings  of such
Prospectus  supplement  or  post-effective  amendment as soon as notified of the
matters to be  incorporated  in such  Prospectus  supplement  or  post-effective
amendment; provided, however, that the Company shall not be required to take any
action  pursuant to this Section 5(o) that would,  in the opinion of counsel for
the Company,  violate applicable law or to include information the disclosure of
which at the time would have an adverse  effect on the business or operations of
the Company and/or its subsidiaries, as determined in good faith by the Company.

     (p) In the case of any Shelf  Registration  Statement,  the  Company  shall
enter into such  agreements  (including  underwriting  agreements)  and take all
other  reasonably  appropriate  actions in order to expedite or  facilitate  the
registration or the disposition of the Transfer  Restricted  Securities,  and in
connection  therewith,  if an underwriting  agreement is entered into, cause the
same to contain indemnification provisions and procedures no less favorable than
those set forth in Section 8 (or such other provisions and procedures acceptable
to the Majority Holders and the Managing Underwriters,  if any), with respect to
all parties to be indemnified pursuant to Section 8 from Holders of Notes to the
Company.

     (q) In the case of any Shelf Registration Statement, the Company shall:

          (i) make reasonably available for inspection by representatives of the
     Holders of Transfer Restricted Securities to be registered thereunder,  the
     Managing  Underwriter  participating  in any  disposition  pursuant to such
     Registration  Statement,  and  any  attorney,  accountant  or  other  agent
     retained by the  Holders or any such  Managing  Underwriter,  at the office
     where normally kept during normal business  hours,  all financial and other
     records,  pertinent  corporate  documents and properties of the Company and
     its subsidiaries, and cause the Company's officers, directors and employees
     to supply all relevant  information  reasonably requested by the Holders or
     any Managing Underwriter, attorney, accountant or other agent in connection
     with any such  Registration  Statement  as is  customary  for  similar  due
     diligence  examinations;  provided,  however, that the foregoing inspection
     and   information   gathering   shall  be   coordinated   by  the  Managing
     Underwriters,  if any, or by one counsel designated by the Holders and that
     such  persons  shall  first  agree in  writing  with the  Company  that any
     information that is designated in writing by the Company, in good faith, as
     confidential  at the time of  delivery  of such  information  shall be kept
     confidential  by such person,  unless such disclosure is made in connection
     with a court proceeding or required by law, or such information becomes


                                       11
<PAGE>


     available  to the  public  generally  or through a third  party  without an
     accompanying obligation of confidentiality;

          (ii)  make such  representations  and  warranties  to the  Holders  of
     Transfer Restricted  Securities registered thereunder and the underwriters,
     if any, in form,  substance and scope as are customarily made by issuers to
     underwriters in underwritten offerings and covering matters including,  but
     not limited to, those set forth in the Purchase Agreement;

          (iii)  obtain  opinions of counsel to the Company and updates  thereof
     (which  counsel  and  opinions  (in  form,  scope and  substance)  shall be
     reasonably satisfactory to the Managing Underwriters, if any), addressed to
     each selling Holder and the underwriters,  if any, covering such matters as
     are customarily covered in opinions requested in underwritten offerings and
     such other  matters as may be  reasonably  requested  by such  Holders  and
     underwriters;

          (iv) obtain "cold comfort" letters (or, in the case of any person that
     does not satisfy the  conditions  for  receipt of a "cold  comfort"  letter
     specified  in  Statement  on  Auditing  Standards  No. 72, an  "agreed-upon
     procedures  letter")  and updates  thereof from the  independent  certified
     public accountants of the Company (and, if necessary, any other independent
     certified  public  accountants  of any  subsidiary of the Company or of any
     business  acquired  by the  Company  for  which  financial  statements  and
     financial  data are, or are  required to be,  included in the  Registration
     Statement),  addressed where reasonably  practicable to each selling Holder
     of  Transfer   Restricted   Securities   registered   thereunder   and  the
     underwriters,  if any, in customary  form and covering  matters of the type
     customarily  covered in "cold comfort"  letters in connection  with primary
     underwritten offerings; and

          (v) deliver  such  documents  and  certificates  as may be  reasonably
     requested by the Majority  Holders and the Managing  Underwriters,  if any,
     including  those to  evidence  compliance  with  Section  5(j) and with any
     customary  conditions  contained  in the  underwriting  agreement  or other
     agreement entered into by the Company.

          The foregoing  actions set forth in clauses (ii),  (iii), (iv) and (v)
     of this Section 5(q) shall, if reasonably  requested by the Majority Holder
     or the Majority Underwriters, be performed at (A) the effectiveness of such
     Registration  Statement and each  post-effective  amendment thereto and (B)
     each closing under any underwriting or similar agreement,  as to the extent
     required thereunder.

          (vi) The Company may offer  securities  of the Company  other than the
     Notes or the Exchange Notes under the Shelf Registration Statement,  except
     where such offer would conflict with the terms of the Purchase Agreement.


                                       12
<PAGE>


SECTION 6. HOLDERS' AGREEMENTS

     Each Holder of Transfer  Restricted  Securities and Exchange  Notes, by the
acquisition of such Transfer  Restricted  Securities or Exchange  Notes,  as the
case may be, agrees:

     (a) To furnish the information required to be furnished pursuant to Section
5(n) hereof within the time period set forth therein.

     (b) That upon receipt of a notice of the commencement of a Supplement Delay
Period, it will keep the fact of such notice confidential, forthwith discontinue
disposition of its Transfer Restricted Securities or Exchange Notes, as the case
may be,  pursuant  to the  Registration  Statement,  and  will not  deliver  any
Prospectus  forming a part thereof until receipt of the amended or  supplemented
Registration Statement or Prospectus,  as applicable, as contemplated by Section
5(j) hereof, or until receipt of the Advice. If a Supplement Delay Period should
occur, the Exchange Offer Registration Period or the Shelf Registration  Period,
as  applicable,  shall be extended by the number of days of which the Supplement
Delay Period is comprised; provided that the Shelf Registration Period shall not
be extended if the Company has received an opinion of counsel (which counsel, if
different from counsel to the Company referred to in Section 6(a) and (b) of the
Purchase Agreement,  shall be reasonably satisfactory to the Majority Holders of
the Transfer  Restricted  Securities named in the Shelf Registration  Period) to
the effect  that the  Transfer  Restricted  Securities  can be freely  tradeable
without the continued effectiveness of the Shelf Registration Statement.

     (c) If so  directed  by the  Company in a notice of the  commencement  of a
Supplement  Delay  Period,  each Holder of  Transfer  Restricted  Securities  or
Exchange  Notes,  as the  case  may be,  will  deliver  to the  Company  (at the
Company's  expense) all copies,  other than  permanent  file copies then in such
Holder's  possession,   of  the  Prospectus  covering  the  Transfer  Restricted
Securities or Exchange Notes, as the case may be.

     (d) Sales of such Transfer Restricted Securities pursuant to a Registration
Statement shall only be made in the manner set forth in such currently effective
Registration Statement.

SECTION 7. REGISTRATION EXPENSES

     The  Company  shall  bear all  expenses  incurred  in  connection  with the
performance  of its  obligations  under  Sections  3, 4 and 5 hereof and, in the
event of any Shelf  Registration  Statement,  will reimburse the Holders for the
reasonable  fees and  disbursements  of one firm or  counsel  designated  by the
Majority Holders to act as counsel for the Holders in connection therewith, and,
in the case of any Exchange  Offer  Registration  Statement,  will reimburse the
Initial  Purchasers for the reasonable fees and  disbursements of counsel acting
in  connection  therewith.  Notwithstanding  the  foregoing  or anything in this
Agreement to the contrary,  each Holder shall pay all underwriting discounts and
commission  of  any  underwriters  with  respect  to  any  Transfer   Restricted
Securities sold by it.


                                       13
<PAGE>


SECTION 8. INDEMNIFICATION AND CONTRIBUTION

     (a) In  connection  with  Registration  Statement,  the  Company  agrees to
indemnify  and hold  harmless  each  Holder of  Transfer  Restricted  Securities
covered  thereby  (including  each Initial  Purchaser  and,  with respect to any
Prospectus  delivery as  contemplated  in Section 5(g) hereof,  each  Exchanging
Dealer),  the directors,  officers,  employees,  partners,  representatives  and
agents of each such Holder and each person who controls  any such Holder  within
the meaning of either  Section 15 of the Act or Section 20 of the  Exchange  Act
against any and all losses, claims, damages or liabilities, joint or several, to
which they or any of them may become  subject under the Act, the Exchange Act or
other Federal or state statutory law or regulation,  at common law or otherwise,
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereof) arise out of, or are based upon, any untrue statement or alleged untrue
statement  of a  material  fact  contained  in  the  Registration  Statement  as
originally filed or in any amendment thereof,  or in any preliminary  Prospectus
or Prospectus,  or in any amendment thereof or supplement  thereto, or arise out
of, or are based  upon,  the  omission or alleged  omission  to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein  not  misleading,  and to  reimburse  each such  indemnified  party,  as
incurred,  for any  legal  or  other  expenses  reasonably  incurred  by them in
connection  with  investigating  or  defending  any such  loss,  claim,  damage,
liability or action; provided,  however, that (i) the Company will not be liable
in any case to the extent that any such loss, claim,  damage or liability arises
out of, or is based upon, any such untrue  statement or alleged untrue statement
or omission or alleged  omission made therein in reliance upon and in conformity
with  written  information  furnished to the Company by or on behalf of any such
Holder or by the Managing  Underwriters  specifically for inclusion  therein and
(ii)  the  Company  will not be  liable  to any  indemnified  party  under  this
indemnity agreement with respect to the Registration  Statement or Prospectus to
the extent that any such loss,  claim,  damage or liability of such  indemnified
party results  solely from an untrue  statement of a material fact contained in,
or  the  omission  of a  material  fact  from,  the  Registration  Statement  or
Prospectus,  which untrue  statement or omission was  corrected in an amended or
supplemented  Registration Statement or Prospectus,  if the person alleging such
loss,  claim,  damage or  liability  was not sent or  given,  at or prior to the
written  confirmation  of such  sale,  a copy  of the  amended  or  supplemented
Registration  Statement or  Prospectus if the Company had  previously  furnished
copies  thereof to such  indemnified  party and if delivery of a  prospectus  is
required by the Act and was not so made.  This  indemnity  agreement  will be in
addition to any liability which the Company may otherwise have.

     The  Company  also  agrees to  indemnify  or  contribute  to Losses  of, as
provided in Section 8(d), any  underwriters  of Notes  registered  under a Shelf
Registration  Statement,  their  officers  and  directors  and each  person  who
controls  such  underwriters  on  substantially  the  same  basis as that of the
indemnification  of the Initial  Purchasers and the selling Holders  provided in
this  Section  8(a)  and  shall,  if  requested  by any  Holder,  enter  into an
underwriting  agreement  reflecting such agreement,  as provided in Section 5(p)
hereof.

     (b) Each Holder of Transfer Restricted Securities or Exchange Notes covered
by a Registration  Statement (including each Initial Purchaser and, with respect
to any  Prospectus  delivery  as  contemplated  in  Section  5(g)  hereof,  each
Exchanging Dealer) severally agrees to


                                       14
<PAGE>


indemnify and hold harmless (i) the Company,  (ii) each of its directors,  (iii)
each of its officers who signs such Registration  Statement and (iv) each person
who  controls  the Company  within the meaning of either the Act or the Exchange
Act to the same extent as the foregoing  indemnity from the Company to each such
Holder, but only with reference to written  information  relating to such Holder
furnished  to the  Company  by or on  behalf  of such  Holder  specifically  for
inclusion  in  the  documents  referred  to in  the  foregoing  indemnity.  This
indemnity  agreement will be in addition to any liability  which any such Holder
may otherwise have. In no event shall any Holder, its directors, officers or any
person  who  controls  such  Holder be liable or  responsible  for any amount in
excess of the amount by which the total  amount  received  by such  Holder  with
respect to its sale of Transfer Restricted Securities pursuant to a Registration
Statement  exceeds  (i) the  amount  paid  by  such  Holder  for  such  Transfer
Restricted  Securities and (ii) the amount of any damages that such Holder,  its
directors,  officers or any person who controls such Holder has  otherwise  been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission.

     (c) Promptly after receipt by an indemnified  party under this Section 8 or
notice of the commencement of any action, the indemnified party will, if a claim
in respect  thereof is to be made  against  the  indemnifying  party  under this
Section 8, notify the indemnifying party in writing of the commencement thereof;
but the failure to so notify the indemnifying party (i) will not relieve it from
liability  under  paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying  party of substantial rights and defenses and (ii) will not, in any
event,  relieve the  indemnifying  party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or (b)
above.  The  indemnifying  party  shall be  entitled  to appoint  counsel of the
indemnifying party's choice at the indemnifying party's expense to represent the
indemnified  party in any action for which  indemnification  is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate  counsel  retained by the indemnified  party or parties
except as set forth  below);  provided,  however,  that  such  counsel  shall be
reasonably   satisfactory  to  the  indemnified   party.   Notwithstanding   the
indemnifying  party's  election to appoint  counsel to represent the indemnified
party in an  action,  the  indemnified  party  shall  have the  right to  employ
separate  counsel  (including local counsel),  and the indemnifying  party shall
bear the reasonable fees, costs and expenses of such separate counsel (and local
counsel) if (i) the use of counsel chosen by the indemnifying party to represent
the  indemnified  party would  present such counsel with a conflict of interest,
(ii) the  actual or  potential  defendants  in, or targets  of, any such  action
include  both  the  indemnified  party  and  the  indemnifying  party,  and  the
indemnified  party  reasonably  concluded  that  there  may  be  legal  defenses
available to it and/or other  indemnified  parties  that are  different  from or
additional to those available to the indemnifying  party, (iii) the indemnifying
party did not employ counsel  satisfactory to the indemnified party to represent
the  indemnified  party within a reasonable time after notice of the institution
of such action or (iv) the indemnifying  party authorized the indemnified  party
to  employ  separate  counsel  at the  expense  of the  indemnifying  party.  An
indemnifying  party  shall  not,  without  the  prior  written  consent  of  the
indemnified  parties,  settle  or  compromise  or  consent  to the  entry of any
judgment  with  respect to any  pending or  threatened  claim,  action,  suit or
proceeding for which  indemnification  or contribution  may be sought  hereunder
(whether or not the indemnified  parties are actual or potential parties to such
claim or


                                       15
<PAGE>


action), unless such settlement, compromise or consent includes an unconditional
release of each indemnified  party from all liability arising out of such claim,
action,  suit or  proceeding  and  does  not  include  a  statement  as to or an
admission  of fault,  culpability  or a failure  to act,  by or on behalf of the
indemnified party.

     (d) In the event that the  indemnity  provided in  paragraph  (a) or (b) of
this Section 8 is  unavailable or  insufficient  to hold harmless an indemnified
party  for any  reason,  then each  applicable  indemnifying  party,  in lieu of
indemnifying such indemnified  party,  shall have a joint and several obligation
to  contribute  to  the  aggregate  losses,   claims,  damages  and  liabilities
(including  legal or other  expenses  reasonably  incurred  in  connection  with
investigating  or  defending  same)   (collectively   "Losses")  to  which  such
indemnified party may be subject in such proportion as is appropriate to reflect
the relative benefits received by such indemnifying  party, on the one hand, and
such  indemnified  party, on the other hand, from the Initial  Placement and the
Registration Statement that resulted in such Losses; provided,  however, that in
no case shall any  Initial  Purchaser  or any  subsequent  Holder of any Note or
Exchange Note be responsible,  in the aggregate, for any amount in excess of the
purchase  discount or  commission  applicable to such Note, or in the case of an
Exchange Note,  applicable to the Note which was exchangeable into such Exchange
Note, as set forth on the cover page of the Final Offering Memorandum, nor shall
any  underwriter  be  responsible  for any amount in excess of the  underwriting
discount  or  commission   applicable  to  the  securities   purchased  by  such
underwriter  under the Registration  Statement that resulted in such Losses.  If
the allocation provided by the immediately preceding sentence is unavailable for
any reason, the indemnifying party and the indemnified party shall contribute in
such  proportion as is appropriate  to reflect not only such relative  benefits,
but also the relative  fault of such  indemnifying  party,  on the one hand, and
such indemnified  party, on the other hand, in connection with the statements or
omissions which resulted in such Losses, as well as any other relevant equitable
considerations.  Benefits received by the Company shall be deemed to be equal to
the sum of (x) the  total  net  proceeds  from  the  Initial  Placement  (before
deducting  expenses)  as set  forth  on the  cover  page of the  Final  Offering
Memorandum and (y) the total amount of additional  interest that the Company was
not required to pay as a result of  registering  the  securities  covered by the
Registration  Statement that resulted in such Losses.  Benefits  received by the
Initial  Purchasers shall be deemed to be equal to the total purchase  discounts
and commissions as set forth on the cover page of the Final Offering Memorandum,
and benefits  received by any other  Holders  shall be deemed to be equal to the
value of receiving Notes or Exchange Notes, as applicable,  registered under the
Act.  Benefits  received by any  underwriter  shall be deemed to be equal to the
total underwriting discounts and commissions,  as set forth on the cover page of
the  Prospectus  forming a part of the  Registration  Statement that resulted in
such  Losses.  Relative  fault shall be  determined  by reference to whether any
alleged  untrue  statement or omission  relates to  information  provided by the
indemnifying  party, on the one hand, or by the indemnified  party, on the other
hand. The parties agree that it would not be just and equitable if  contribution
were  determined by pro rata  allocation or any other method of allocation  that
does not  take  account  of the  equitable  considerations  referred  to  above.
Notwithstanding  the  provisions  of this  paragraph  (d),  no person  guilty of
fraudulent  misrepresentation  (within the meaning of Section  11(f) of the Act)
shall be  entitled  to  contribution  from any  person  who was  guilty  of such
fraudulent  misrepresentation.  For  purposes of this Section 8, each person who
controls a Holder within the meaning of either the Act or the


                                       16
<PAGE>


Exchange Act and each director, officer, employee and agent of such Holder shall
have the same  rights  to  contribution  as such  Holder,  and each  person  who
controls the Company  within the meaning of either the Act or the Exchange  Act,
each officer of the Company who shall have signed the Registration Statement and
each director of the Company shall have the same rights to  contribution  as the
Company,  subject in each case to the  applicable  terms and  conditions of this
paragraph (d).

     (e) The provisions of this Section 8 shall remain in full force and effect,
regardless  of any  investigation  made by or on  behalf  of any  Holder  or the
Company or any of the officers,  directors or controlling persons referred to in
Section 8 hereof,  and will survive the sale by a Holder of Transfer  Restricted
Securities or Exchange Notes.

SECTION 9. RULE 144A AND RULE 144

     The Company agrees with each Holder, for so long as any Transfer Restricted
Securities remain  outstanding and during any period in which the Company (i) is
not subject to Section 13 or 15(d) of the Exchange Act, to make available,  upon
request of any Holder, to such Holder or beneficial owner of Transfer Restricted
Securities in connection with any sale thereof and any prospective  purchaser of
such  Transfer  Restricted  Securities  designated  by such Holder or beneficial
owner,  the information  required by Rule  144A(d)(4)  under the Act in order to
permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and
(ii) is subject to Section 13 or 15 (d) of the Exchange Act, to make all filings
required  thereby in a timely manner in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144.

SECTION 10. MISCELLANEOUS

     (a) No Inconsistent Agreements. The Company has not, as of the date hereof,
entered  into,  nor  shall  it, on or after the date  hereof,  enter  into,  any
agreement with respect to its securities  that is  inconsistent  with the rights
granted to the Holders herein or otherwise conflicts with the provisions hereof.

     (b) Amendments and Waivers. The provisions of this Agreement, including the
provisions  of  this  sentence,  may  not be  amended,  qualified,  modified  or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given,  unless the Company has  obtained  the written  consent of the
Holders  of at least a  majority  of the then  outstanding  aggregate  principal
amount of Notes (or, after the consummation of any Registered  Exchange Offer in
accordance with Section 3 hereof, of Exchange Notes);  provided,  however,  that
with respect to any matter that directly or indirectly affects the rights of any
Initial  Purchaser  hereunder,  the Company shall obtain the written  consent of
each  such  Initial  Purchaser  against  which  such  amendment,  qualification,
supplement, waiver or consent is to be effective.  Notwithstanding the foregoing
(except  the  foregoing  proviso),  a  waiver  or  consent  to  depart  from the
provisions hereof,  with respect to a matter,  which relates  exclusively to the
rights of Holders whose  securities  are being sold  pursuant to a  Registration
Statement  and does not  directly  or  indirectly  affect  the  rights  of other
Holders, may be given by the Majority Holders,  determined on the basis of Notes
being sold rather than registered under such Registration Statement.


                                       17
<PAGE>


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

          (i) if to a Holder,  at the most current  address given by such holder
     to the Company in accordance  with the  provisions  of this Section  10(c),
     which  address  initially  is, with respect to each Holder,  the address of
     such Holder maintained by the registrar under the Indenture or the Exchange
     Note  Indenture,  as the case may be,  with a copy in like manner to Morgan
     Stanley & Co. International Limited;

          (ii)  if to  the  Initial  Purchasers,  initially  at  the  respective
     addresses set forth in the Purchase Agreement; and

          (iii) if to the  Company,  initially  at its  address set forth in the
     Purchase Agreement.

     All such notices and communications shall be deemed to have been duly given
when received.

     The Initial  Purchasers or the Company by notice to the other may designate
additional or different addresses for subsequent notices or communications.

     (d) Successors and Assigns.  This Agreement  shall inure to the benefit of,
and be binding upon, the  successors and assigns of each of the parties  hereto,
including,  without  the need for an express  assignment  or any  consent by the
Company thereto,  subsequent Holders of Notes and/or Exchange Notes. The Company
hereby  agrees to extend the  benefits of this  Agreement to any Holder of Notes
and/or  Exchange  Notes  and  any  such  Holder  may  specifically  enforce  the
provisions of this Agreement as if an original party hereto.

     (e)  Counterparts.  This  agreement  may  be  executed  in  any  number  of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be deemed  to be an  original,  and all of which  taken
together shall constitute one and the same agreement.

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

     (g)  Governing  Law. This  agreement  shall be governed by and construed in
accordance  with  the  internal  laws of the  State of New  York  applicable  to
agreements  made and to be  performed  in said State  (without  reference to the
conflict of law rules thereof).

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


                                       18
<PAGE>


thereby,  it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

     (i) Notes Held by the  Company,  etc.  Whenever  the consent or approval of
Holders of a specified percentage of principal amount of Notes or Exchange Notes
is required  hereunder,  Notes or Exchange  Notes,  as  applicable,  held by the
Company or its Affiliates  (other than  subsequent  Holders of Notes or Exchange
Notes if such subsequent Holders are deemed to be Affiliates solely by reason of
their  holdings  of such  Notes or  Exchange  Notes)  shall  not be  counted  in
determining  whether  such  consent or approval was given by the Holders of such
required percentage.

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


                                       19
<PAGE>


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



                                             NTL INCORPORATED



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


DONALDSON LUFKIN & JENRETTE
  INTERNATIONAL
MORGAN STANLEY & CO.
  INTERNATIONAL LIMITED
BT ALEX. BROWN INTERNATIONAL,
  DIVISION OF BANKERS TRUST
  INTERNATIONAL PLC
CHASE SECURITIES INC.
SALOMON BROTHERS
  INTERNATIONAL LIMITED


By:   MORGAN STANLEY & CO.
        INTERNATIONAL LIMITED


By: /s/ Harry Stanley
---------------------------------------
Name:  Harry Stanley
Title: Vice President


                                       20
<PAGE>


ANNEX A


Each  broker-dealer that receives Exchange Notes for its own account pursuant to
the Registered Exchange Offer must acknowledge that it will deliver a prospectus
in connection with any resale of such Exchange Notes.  The Letter of Transmittal
states that by so acknowledging and by delivering a prospectus,  a broker-dealer
will not be deemed to admit that it is an  "underwriter"  within the  meaning of
the Act.  This  Prospectus,  as it may be amended or  supplemented  from time to
time,  may be used by a  broker-dealer  in  connection  with resales of Exchange
Notes  received in exchange for Notes where such Exchange Notes were acquired by
such  broker-dealer  as a result of  market-making  activities  or other trading
activities.  The Company has agreed that,  starting on the  Expiration  Date (as
defined  herein) and ending on the close of business on the 180th day  following
the Expiration Date, it will make this Prospectus available to any broker-dealer
for use in connection with any such resale. See "Plan of Distribution."





                                      A-1
<PAGE>


ANNEX B


Each  broker-dealer that receives Exchange Notes for its own account in exchange
for Notes,  where such Notes were acquired by such  broker-dealer as a result of
market-making  activities or other trading activities,  must acknowledge that it
will deliver a prospectus in connection  with any resale of such Exchange Notes.
See "Plan of Distribution."





                                      B-1
<PAGE>


ANNEX C

PLAN OF DISTRIBUTION


     Each  broker-dealer  that  receives  Exchange  Notes  for its  own  account
pursuant to the Registered  Exchange Offer must acknowledge that it will deliver
a  prospectus  in  connection  with  any  resale  of such  Exchange  Notes.  The
Prospectus,  as it may be amended or supplemented from time to time, may be used
by a  broker-dealer  in connection  with resales of Exchange  Notes  received in
exchange for Notes where such Notes were  acquired as a result of  market-making
activities or other trading activities. The Company has agreed that, starting on
the  Expiration  Date and  ending  on the  close of  business  on the  180th day
following  the  Expiration  Date,  it will make this  Prospectus,  as amended or
supplemented, available to any broker-dealer for use in connection with any such
resale.

     The Company will not receive any proceeds  from any sale of Exchange  Notes
by  broker-dealers.  Exchange  Notes  received by  broker-dealers  for their own
account  pursuant to the Exchange  Offer may be sold from time to time in one or
more transactions in the  over-the-counter  market, in negotiated  transactions,
through the writing of options on the Exchange Notes or by a combination of such
methods of resale,  at market prices prevailing at the time of resale, at prices
related to such  prevailing  market  prices or at  negotiated  prices.  Any such
resale may be made directly to purchaser or to or through brokers or dealers who
may receive compensation in the form of commissions or concessions from any such
broker-dealer  and/or the  purchasers  of any such Exchange  Notes.  Any broker-
dealer that resells  Exchange Notes that were received by it for its own account
pursuant  to the  Registered  Exchange  Offer  and any  broker  or  dealer  that
participates  in a  distribution  of such Exchange  Notes may be deemed to be an
"underwriter" within the meaning of the Act and any profit of any such resale of
Exchange Notes and any  commissions or concessions  received by any such persons
may be deemed to be  underwriting  compensation  under  the Act.  The  Letter of
Transmittal  states that by acknowledging that it will deliver and by delivering
a  prospectus,  a  broker-dealer  will  not be  deemed  to  admit  that it is an
"underwriter" within the meaning of the Act.

     For a period of 180 days  after  the  Expiration  Date,  the  Company  will
promptly  send  additional  copies  of  this  Prospectus  and any  amendment  or
supplement to this Prospectus to any broker-dealer  that requests such documents
in the  Letter of  Transmittal.  The  Company  has  agreed  to pay all  expenses
incident to the Registered Exchange Offer (including the expenses of one counsel
for the  holders of the Notes)  other than  commissions  or  concessions  of any
brokers or dealers and will  indemnify the holders of the Notes  (including  any
broker-dealers)  against certain  liabilities,  including  liabilities under the
Act.

      [Add information required by Regulation S-K Items 507 and/or 508.]


                                      C-1
<PAGE>


ANNEX D

                                     Rider A



CHECK HERE IF YOU ARE A BROKER-DEALER  AND WISH TO RECEIVE 10 ADDITIONAL  COPIES
OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.


Name:_______________________________

Address:______________________________________________________________

        ______________________________________________________________



                                     Rider B



If the undersigned is not a broker-dealer, the undersigned represents that it is
not  engaged  in, and does not intend to engage in, a  distribution  of Exchange
Notes. If the undersigned is a  broker-dealer  that will receive  Exchange Notes
for its own  account in  exchange  for Notes that were  acquired  as a result of
market making  activities or other trading  activities,  it acknowledges that it
will deliver a prospectus in connection  with any resale of such Exchange Notes;
however,  by so  acknowledging  and by delivering a prospectus,  the undersigned
will not be deemed to admit that it is an  "underwriter"  within the  meaning of
the Act.





                                      D-1