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                                                                    Exhibit 4.16
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                                  $450,000,000
                  12-3/8% SENIOR DEFERRED COUPON NOTES DUE 2008
                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of November 6, 1998

                                  by and among

                                NTL INCORPORATED

                                       and

                        MORGAN STANLEY & CO. INCORPORATED
                              CHASE SECURITIES INC.
               DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
                              GOLDMAN, SACHS & CO.

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      This Registration Rights Agreement (this "Agreement") is made and entered
into as of November 6, 1998 by and among NTL Incorporated, a Delaware
corporation (the "Company"), and Morgan Stanley & Co. Incorporated, Chase
Securities Inc., Donaldson, Lufkin & Jenrette Securities Corporation and
Goldman, Sachs & Co. (each an "Initial Purchaser" and collectively, the "Initial
Purchasers"). The Company proposes to issue and sell to the Initial Purchasers
(the "Initial Placement") $450,000,000 aggregate principal amount at maturity of
its 12-3/8% Senior Deferred Coupon Notes due 2008 (the "Notes"). As an
inducement to the Initial Purchasers to enter into the purchase agreement, dated
as of October 30, 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.

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

      "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 
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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.

      "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 the Accreted Value of the Exchange
Notes will increase from the last day on which the increase in the Accreted
Value of the Notes was compounded prior to the date of original issuance of the
Exchange Notes, 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 the Accreted Value of the Exchange Notes will increase from the
last day on which the increase in the Accreted Value of the Notes was compounded
prior to the date of original issuance of the Exchange Notes, 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 (which registration statement may also relate to the exchange
offer for the Company's 11 1/2% Senior Notes due 2008 pursuant to the
Registration Rights Agreement dated November 2, 1998 between the Company and the
Initial Purchasers), 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 November 6, 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.


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

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

      "Majority Holders" means the Holders of a majority of the aggregate
principal amount at maturity 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 at maturity 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 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 


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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 180 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 180 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 220 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 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 


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      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 at
      maturity 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 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 at
maturity 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 


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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:

      (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 220 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 


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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 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 


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      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.

      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


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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 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 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.


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      (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
      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 


                                       11
<PAGE>   12

      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.

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 


                                       12
<PAGE>   13

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.

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 


                                       13
<PAGE>   14

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 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 


                                       14
<PAGE>   15

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 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 on the initial offering price of such Notes 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 (which shall be 2.125% per
Note), 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) (which shall be $241,967,109.38) 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 in
connection with the Initial Placement, 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 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).


                                       15
<PAGE>   16

      (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.

      (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. Incorporated;

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


                                       16
<PAGE>   17

      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
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 at maturity 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.


                                       17
<PAGE>   18

      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,
                                                     General Counsel and
                                                     Secretary

Morgan Stanley & Co. Incorporated
Chase Securities Inc.
Donaldson, Lufkin & Jenrette
  Securities Corporation
Goldman, Sachs & Co.

By: Morgan Stanley & Co. Incorporated


By: /s/     Donal A. Quigley
    Name:   Donal A. Quigley
    Title:  Executive Director

Registration Rights Agreement signature page
<PAGE>   19

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."


Registration Rights Agreement signature page

<PAGE>   20

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>   21

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>   22

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