<PAGE>   1
                                                                    Exhibit 10.4




C L I F F O R D                                    LIMITED LIABILITY PARTNERSHIP
C H A N C E
                                                                  CONFORMED COPY

                               DATED 28 MARCH 2000


                                NTL INCORPORATED
                                    AS PARENT

                           NTL CABLECOM HOLDING GmbH
                                 AS SHAREHOLDER

                            CABLECOM (OSTSCHWEIZ) AG
                              AS PRINCIPAL BORROWER

                               CHASE MANHATTAN PLC
                                       AND
                       MORGAN STANLEY SENIOR FUNDING, INC.
                      AS ARRANGERS AND JOINT BOOK MANAGERS

                      CHASE MANHATTAN INTERNATIONAL LIMITED
                                    AS AGENT

                                       AND

                                     OTHERS

         --------------------------------------------------------------
                                CHF4,100,000,000
                                CREDIT AGREEMENT
                                 RELATING TO THE
                      ACQUISITION OF THE CABLECOM BUSINESS

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


<PAGE>   2


                                    CONTENTS
<TABLE>
<CAPTION>

CLAUSE                                                               PAGE
------                                                               ----
<C>  <S>                                                             <C>
1.   Definitions And Interpretation ..............................     1
2.   The Facilities ..............................................    34
3.   Utilisation Of The Original Term Facility ...................    35
4.   Interest Periods For Original Term Advances .................    36
5.   Payment And Calculation Of Interest On Original Term Advances    37
6.   Utilisation Of The Revolving Facility .......................    39
7.   Payment And Calculation Of Interest On Revolving Advances ...    41
8.   Market Disruption And Alternative Interest Rates ............    41
9.   Notification ................................................    42
10.  Repayment Of The Original Term Facility .....................    43
11.  Repayment Of The Revolving Facility And Term-Out Option .....    44
12.  Cancellation And Prepayment .................................    46
13.  Mandatory Prepayment ........................................    48
14.  Taxes .......................................................    52
15.  Tax Receipts ................................................    55
16.  Increased Costs .............................................    56
17.  Illegality ..................................................    57
18.  Mitigation ..................................................    58
19.  Representations .............................................    58
20.  Financial Information .......................................    67
21.  Financial Condition .........................................    71
22.  Covenants ...................................................    77
23.  Events Of Default ...........................................    86
24.  Guarantee And Indemnity .....................................    92
25.  Commitment Commission And Fees ..............................    95
26.  Costs And Expenses ..........................................    97
27.  Default Interest And Break Costs ............................    98
28.  Borrowers' Indemnities ......................................    99
29.  Currency Of Account And Payment .............................    99
30.  Payments ....................................................   100
31.  Set-Off .....................................................   103
</TABLE>




<PAGE>   3

<TABLE>
<CAPTION>
CLAUSE                                                              PAGE
<S>  <C>                                                            <C>
32.  Sharing .....................................................   103
33.  The Agent, The Arrangers And The Banks ......................   107
34.  Assignments And Transfers ...................................   113
35.  Additional Borrowers ........................................   116
36.  Additional Guarantors .......................................   117
37.  Permitted Facilities Provider ...............................   118
38.  Calculations And Evidence Of Debt ...........................   118
39.  Remedies And Waivers, Partial Invalidity ....................   119
40.  Notices .....................................................   120
41.  Counterparts ................................................   121
42.  Amendments ..................................................   121
43.  Governing Law ...............................................   123
44.  Jurisdiction ................................................   123
Schedule 1 THE ORIGINAL PARTIES ..................................   125
     Part A The Obligors .........................................   125
     Part B The Operating Companies ..............................   127
     Part C The Banks ............................................   128
Schedule 2 FORM OF TRANSFER CERTIFICATE ..........................   130
Schedule 3 CONDITIONS PRECEDENT ..................................   133
Schedule 4 NOTICE OF DRAWDOWN ....................................   137
Schedule 5 FORM OF COMPLIANCE CERTIFICATE ........................   139
Schedule 6 FORM OF BORROWER ACCESSION MEMORANDUM .................   140
Schedule 7 FORM OF GUARANTOR ACCESSION MEMORANDUM ................   142
Schedule 8 ADDITIONAL CONDITIONS PRECEDENT .......................   144
Schedule 9 FORM OF RESIGNATION NOTICE ............................   146
Schedule 10 MANDATORY COSTS ......................................   147
Schedule 11 CONFIDENTIALITY UNDERTAKING ..........................   149
Schedule 12 EXISTING MORTGAGES ...................................   153
Schedule 13 FORM OF DEED OF ACCESSION ............................   154
</TABLE>




<PAGE>   4


THIS AGREEMENT is made on 28 March 2000

BETWEEN

(1)      NTL INCORPORATED a company registered in Delaware,of 110 East 59th
         Street, New York NY10022, USA (the "PARENT");

(2)      NTL CABLECOM HOLDING GmbH (the "SHAREHOLDER");

(3)      CABLECOM (OSTSCHWEIZ) AG (the "PRINCIPAL BORROWER");

(4)      THE COMPANIES listed in Part A of Schedule 1 as original borrowers (The
         Original Parties) in their capacity as borrowers hereunder (together
         with the Principal Borrower, the "ORIGINAL BORROWERS");

(5)      THE COMPANIES listed in Part A of Schedule 1 as original guarantors
         (The Original Parties) in their capacity as guarantors hereunder
         (together with the Shareholder and the Principal Borrower, the
         "ORIGINAL GUARANTORS");

(6)      CHASE MANHATTAN PLC and MORGAN STANLEY SENIOR FUNDING, INC. as
         arrangers of the Facility (the "ARRANGERS");

(7)      CHASE MANHATTAN INTERNATIONAL LIMITED as agent for the Banks (the
         "AGENT"); and

(8)      THE BANKS (as defined below).

IT IS AGREED as follows.

1.       DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS
         In this Agreement:

         "A DEBT" means the rights and obligations of the lender under the First
         Loan Agreement, such rights being subordinated by the Subordination
         Deed and pledged by the Subordinated NTL CV1 Debt Pledge.

         "ACCESSION MEMORANDUM" means a Borrower Accession Memorandum or a
         Guarantor Accession Memorandum.

         "ACCOUNTANTS' LETTER" means the letter from Ernst & Young in the agreed
         form, addressed to and capable of being relied upon by the Finance
         Parties, confirming that based upon projections provided by the Parent,
         which have not been audited by Ernst & Young, each Original Borrower
         will have:

         (a)      projected income (including, if relevant, dividend receipts)
                  sufficient to enable it to service, in full, all its projected
                  indebtedness under the Facilities; and

         (b)      sufficient taxable income to ensure full tax deductibility on
                  all projected interest payments to be made by it under the
                  Facilities,



                                      - 1 -
<PAGE>   5


         or, to the extent either (a) or (b) above will not be satisfied based
         upon such projections, identifying any relevant shortfalls and
         indicating how the Original Borrowers intend to address those
         shortfalls.

         "ACQUISITION" means the purchase by the Parent (or its directly wholly
         owned subsidiary) and the Principal Borrower of the Cablecom Business.

         "ACQUISITION AGREEMENT" means the transaction agreement dated as of 12
         December 1999 between the Parent, the Vendor and the Vendor's
         shareholders, setting out the terms of the Acquisition, together with
         all schedules, exhibits and attachments to such agreement.

         "ACQUISITION AGREEMENT ASSIGNMENT" means the assignment agreement
         entered into by the Shareholder and the Principal Borrower, assigning
         their respective rights under the Acquisition Documents to the Agent
         (on behalf of the Finance Parties) as security for the obligations of
         the Obligors under the Finance Documents and/or to the Permitted
         Facilities Provider as security for the obligations of any members of
         the Group under any documentation relating to the Secured Permitted
         Facilities.

         "ACQUISITION DATE" means the date on which the Acquisition is completed
         in accordance with clause 3.3 of the Acquisition Agreement.

         "ACQUISITION DOCUMENTS" means the Acquisition Agreement and all
         documents executed pursuant thereto on or before the Acquisition Date,
         the assignment agreements between certain members of the NTL Inc.
         Holding Group and the Principal Borrower (assigning certain rights of
         the Parent under the Acquisition Agreement to the Shareholder and the
         Principal Borrower) and each other document (if any) relating to the
         transactions contemplated in the Acquisition Agreement and identified
         by the Agent and the Principal Borrower in writing as an Acquisition
         Document.

         "ACQUISITION EVENT OF DEFAULT" means any circumstance constituting an
         Event of Default under any of the following Clauses:

         (a)      Clause 23.1 (Failure to Pay);

         (b)      Clause 23.2 (Misrepresentation) (to the extent such relates to
                  an Acquisition Repeated Representation);

         (c)      Clause 23.7 (Insolvency and Rescheduling) to Clause 23.10
                  (Failure to Comply with Final Judgment) (inclusive), as if
                  references therein to "any member of the Restricted Group"
                  were references to the Parent, each other member of the NTL
                  Inc. Holding Group, the Principal Borrower and CC AG; or

         (d)      Clause 23.15 (Illegality).

         "ACQUISITION POTENTIAL EVENT OF DEFAULT" means any event which would
         become (with the passage of time, the giving of notice, the making of
         any determination hereunder or any combination thereof) an Acquisition
         Event of Default.

                                      - 2 -

<PAGE>   6

         "ACQUISITION RECOVERY PROCEEDS" means the proceeds of any payment made
         by the Vendor, the Vendor's shareholders or the Vendor's (or the
         Vendor's shareholders') affiliates, employees, officers or advisers
         under or in relation to the Acquisition Documents including (without
         limitation) the proceeds of any payment in respect of:

         (a)      a claim for breach of contract or warranty, misrepresentation
                  or a claim under an indemnity; or

         (b)      an adjustment to the Net Purchase Price (as defined in the
                  Acquisition Agreement) in accordance with either an adjustment
                  to the net assets of the Cablecom Business and/or the number
                  of subscribers comprised in the Cablecom Business, in
                  accordance with clause 2.2.5 and clause 2.2.6 respectively of
                  the Acquisition Agreement;

         (c)      clause 6.2.1(b) of the Acquisition Agreement, relating to the
                  number of subscribers of the Cablecom Business; or

         (d)      clause 4.7 of the Acquisition Agreement, relating to a payment
                  out of an escrow amount into which dividends of the Cablecom
                  Business have been paid.

         "ACQUISITION REMEDY" means the application of Acquisition Recovery
         Proceeds towards:

         (a)      the discharge of a liability, charge or claim made upon any
                  member of the NTL Inc. Holding Group or the Group, where the
                  Vendor or the Vendor's shareholders are obliged under the
                  Acquisition Documents to indemnify or otherwise reimburse the
                  relevant member of the NTL Inc. Holding Group or the Group for
                  such a liability, charge or claim; or

         (b)      reimbursing a member of the NTL Inc. Holding Group or the
                  Group for monies disbursed in connection with discharging any
                  liability, charge or claim referred to in paragraph (a) above;
                  or

         (c)      replacing, reinstating and/or repairing assets of the Cablecom
                  Business where the loss of, or damage to, such assets gave
                  rise to a claim for breach of contract or warranty,
                  misrepresentation or a claim under an indemnity under the
                  Acquisition Documents.

         "ACQUISITION REPEATED REPRESENTATIONS" means each of the
         representations set out in Clause 19.1 (Status) to Clause 19.4
         (Execution of the Finance Documents), sub-clause 19.16.1 of Clause
         19.16 (No NTL Note Defaults), Clause 19.21 (No Material Defaults),
         Clause 19.28 (Ownership of the Principal Borrower), Clause 19.30
         (Consents and Approvals) (excluding sub-clause 19.30.1 thereof), Clause
         19.31 (Security Interest) and Clause 19.33 (Good Title to Assets).

         "ADDITIONAL BORROWER" means any company which has become an Additional
         Borrower in accordance with Clause 35 (Additional Borrowers).

                                      - 3 -


<PAGE>   7


         "ADDITIONAL GUARANTOR" means any company which has become an Additional
         Guarantor in accordance with Clause 36 (Additional Guarantors).

         "ADDITIONAL MERGERS" means mergers of the Principal Borrower with other
         members of the Restricted Group where, in respect of each such merger:

         (a)      the Principal Borrower is the surviving entity, having all the
                  rights and obligations which the merged entity and the
                  Principal Borrower itself had immediately prior to such a
                  merger taking effect; and

         (b)      the merger is effected pursuant to documentation, and in
                  accordance with any Swiss legal or procedural requirements,
                  approved or deemed applicable by the Agent's Swiss counsel.

         "ADDITIONAL OBLIGOR" means an Additional Borrower or Additional
         Guarantor.

         "ADDITIONAL SUBORDINATED DEBT" means any loan by the Shareholder or any
         member of the NTL Inc. Holding Group to a member of the Restricted
         Group, where:

         (a)      the Agent has been given at least five Business Days prior
                  written notice that such a loan is to be made;

         (b)      the lender's rights under such a loan have been subordinated
                  by an agreement or deed approved by the Agent, such an
                  agreement or deed permitting repayments of principal, payments
                  of interest and any other payments to the lender only to the
                  extent that such payments amount to Permitted Distributions
                  under paragraph (b) of the definition thereof; and

         (c)      if either (i) requested by the Agent (acting reasonably) or
                  (ii) the amount of such a loan, when aggregated with the
                  amount of all other Additional Subordinated Debt owed by
                  members of the Restricted Group at the time such a loan is
                  made and in respect of which the relevant lenders' rights have
                  not been assigned to the Agent (or the Finance Parties) and/or
                  the Permitted Facilities Provider is equal to or greater than
                  CHF25,000,000, the lender's rights under such a loan have been
                  assigned to the Agent (or the Finance Parties) as security for
                  the obligations of the Obligors under the Finance Documents
                  and to the Permitted Facilities Provider as security for the
                  obligations of any members of the Group under any
                  documentation relating to the Secured Permitted Facilities by
                  an agreement or deed approved by the Agent.

         "ADVANCE" means a Revolving Advance, an Original Term Advance or a
         Term-out Advance.

         "ANNUALISED EBITDA" has the meaning given to it in Clause 21 (Financial
         Condition).

         "AUTHORISED SIGNATORY" means, in relation to the Parent, NTL SPV LLC
         (as the general partner of NTL CV1), an Obligor or proposed Obligor,
         any person who is duly

                                      - 4 -


<PAGE>   8


         authorised (in such manner as may be reasonably acceptable to the
         Agent) to act on behalf of such person and in respect of whom the Agent
         has received a certificate signed by a director or another Authorised
         Signatory of the Parent, NTL SPV LLC or, as the case may be, such
         Obligor or proposed Obligor setting out the name and signature of such
         person and confirming such person's authority to act.

         "AVAILABLE COMMITMENT" means, in relation to a Bank at any time, the
         aggregate of its Available Term Commitment and Available Revolving
         Commitment.

         "AVAILABLE EXCESS CASH FLOW" means, at any time, the aggregate Excess
         Cash Flow generated in respect of each financial year of the Principal
         Borrower, commencing with the financial year ended 31 December 2003,
         less the amount of such Excess Cash Flow (in respect of each financial
         year) which is required to be used (with respect to such financial
         year) to prepay the Loan in accordance with Clause 13.1 (Mandatory
         Prepayment from Excess Cash Flow) PROVIDED THAT any amount falling
         within this definition of Available Excess Cash Flow may not be
         distributed or otherwise spent more than once.

         "AVAILABLE REVOLVING COMMITMENT" means, in relation to a Bank at any
         time and save as otherwise provided herein, its Revolving Commitment at
         such time LESS its share of the Revolving Advances which are then
         outstanding, PROVIDED THAT such amount shall not be less than zero.

         "AVAILABLE REVOLVING FACILITY" means, at any time, the aggregate amount
         of the Available Revolving Commitments adjusted, in the case of any
         proposed drawdown, so as to take into account:

         (a)      any reduction in the Revolving Commitment of a Bank pursuant
                  to the terms hereof;

         (b)      any Revolving Advance which, pursuant to any other drawdown,
                  is to be made; and

         (c)      any Revolving Advance which is due to be repaid,

         on or before the proposed drawdown date.

         "AVAILABLE TERM COMMITMENT" means, in relation to a Bank at any time
         and save as otherwise provided herein, its Term Commitment at such time
         LESS the aggregate of its share of the Original Term Advances which are
         then outstanding.

         "AVAILABLE TERM FACILITY" means, at any time, the aggregate amount of
         the Available Term Commitments adjusted, in the case of any proposed
         drawdown, so as to take into account any reduction in the Term
         Commitment of a Bank on or before the proposed drawdown date pursuant
         to the terms hereof.

                                     - 5 -
<PAGE>   9

         "AVERAGE REVENUE CONTRIBUTION" means, in respect of any asset at any
         time:

                                      A + B
                                      - - -
                                       2

         where:


         A =      the revenue generated by, or attributable (whether in whole
                  or in part) to, such asset during the immediately preceding
                  financial year of the Principal Borrower, expressed as a
                  percentage of the total consolidated revenue of the Restricted
                  Group for such a financial year; and

         B =      the revenue generated by, or attributable (whether in whole
                  or in part) to, such asset during the financial year of the
                  Principal Borrower preceding that referred to in A above,
                  expressed as a percentage of the total consolidated revenue of
                  the Restricted Group for such financial year.

         "B DEBT" means the rights and obligations of the lender under the
         Second Loan Agreement.

         "BANK" means any financial institution:

         (a)      named in Part C of Schedule 1 (The Original Parties); or

         (b)      which has become a party hereto in accordance with Clause 34.4
                  (Assignments by Banks) or Clause 34.5 (Transfers by Banks),

         and which has not ceased to be a party hereto in accordance with the
         terms hereof.

         "BORROWERS" means each of the Original Borrowers and each Additional
         Borrower, PROVIDED THAT such company has not been released from its
         rights and obligations hereunder in accordance with Clause 35.3
         (Resignation of a Borrower).

         "BORROWER ACCESSION MEMORANDUM" means a memorandum substantially in the
         form set out in Schedule 6 (Form of Borrower Accession Memorandum).

         "BUDGET" means a budget delivered by the Principal Borrower to the
         Agent pursuant to Clause 20.5 (Budgets).

         "BUSINESS DAY" means a day (other than a Saturday or Sunday) which is
         not a public holiday and on which banks generally are open for business
         in London and Zurich.

         "BUSINESS PLAN" means the financial model including profit and loss
         accounts, balance sheets and cash flow projections, in agreed form,
         relating to the Restricted Group (for these purposes assuming
         completion of the Acquisition).

         "BV1" means Nogenta Swiss Acquisition Holding 1 B.V., a limited
         liability company incorporated in The Netherlands and (following the
         completion of the Hivedown) being a wholly owned subsidiary of NTL CV1.

                                     - 6 -
<PAGE>   10


         "CABLECOM BUSINESS" means:

         (a)      the Principal Borrower;

         (b)      the Cablecom Subsidiaries and the minority interests of the
                  Cablecom Subsidiaries;

         (c)      the other assets and liabilities of the Vendor acquired by, or
                  (as the case may be) transferred to, the Principal Borrower,
                  CC AG or, as the case may be, the Cablecom Subsidiaries
                  pursuant to the Acquisition Documents and the Hivedown; and

         (d)      prior to the completion of the Initial Mergers, CC AG and its
                  subsidiaries.

         "CABLECOM SUBSIDIARIES" means the direct and indirect subsidiaries of
         the Vendor acquired by the Principal Borrower pursuant to the
         Acquisition Documents and the Hivedown.

         "CC AG" means Cablecom AG.

         "C DEBT" means the rights and obligations of the lender under the Third
         Loan Agreement, such rights being subordinated by the Subordination
         Deed and pledged by the Subordinated NTL CV1 Debt Pledge.

         "COMMITMENT" means, in relation to a Bank at any time, the aggregate of
         its Term Commitment and its Revolving Commitment.

         "COMPLIANCE CERTIFICATE" means a certificate substantially in the form
         set out in Schedule 5 (Form of Compliance Certificate).

         "CONFIDENTIALITY UNDERTAKING" means the confidentiality undertaking set
         out in Schedule 11 (Confidentiality Undertaking) or such other form of
         confidentiality undertaking as may be agreed between the Parent, the
         Principal Borrower and the Agent.

         "CONSOLIDATED PRO-FORMA DEBT SERVICE" has the meaning given to it in
         Clause 21 (Financial Condition).

         "CONVERSION SUBSIDIARIES" means the members of the Restricted Group
         identified in the Reorganisation Summary as being entities who will be
         converted into Swiss limited liability companies ("GmbH"s) as part of
         the Reorganisation.

         "DEED OF ACCESSION" means a deed substantially in the form set out in
         Schedule 13 (Form of Deed of Accession).

         "DISPUTE" means any dispute referred to in Clause 43 (Jurisdiction).

         "DISCLOSURE LETTER" means the letter, in the agreed form, dated on or
         before the date of this Agreement from the Principal Borrower to the
         Agent (on behalf of the Finance

                                     - 7 -
<PAGE>   11

         Parties) setting out various matters to be excluded from certain
         representations and covenants in this Agreement.

         "EBITDA" has the meaning given to it in Clause 21 (Financial
         Condition).

         "EMU" means Economic and Monetary Union as contemplated in the Treaty
         on European Union.

         "EMU LEGISLATION" means legislative measures of the European Union for
         the introduction of, changeover to or operation of the euro in one or
         more member states, being in part legislative measures to implement
         EMU.

         "ENCUMBRANCE" means (a) a mortgage, charge, pledge, lien or other
         encumbrance securing any obligation of any person, (b) any arrangement
         under which money or claims to, or the benefit of, a bank or other
         account may be applied, set off or made subject to a combination of
         accounts so as to effect discharge of any sum owed or payable to any
         person or (c) any other type of preferential arrangement (including any
         title transfer and retention arrangement) having a similar effect.

         "ENVIRONMENTAL CLAIM" means any claim, proceeding or investigation by
         any person pursuant to any Environmental Law.

         "ENVIRONMENTAL LAW" means any applicable law in any jurisdiction in
         which any member of the Restricted Group conducts business which
         relates to the pollution or protection of the environment or harm to or
         the protection of human health or the health of animals or plants.

         "ENVIRONMENTAL PERMITS" means any permit, licence, consent, approval
         and other authorisation and the filing of any notification, report or
         assessment required under any Environmental Law for the operation of
         the business of any member of the Restricted Group conducted on or from
         the properties owned or used by the relevant member of the Restricted
         Group.

         "ESCROW ACCOUNT" means an escrow account, bearing interest at a
         commercially reasonable rate in relation to the given circumstances,
         held with the Agent (or any financial institution acceptable to the
         Agent) in the name of the Shareholder or a member of the Restricted
         Group which is opened after the date hereof (as the same may be
         redesignated, substituted or replaced from time to time) which is
         pledged, charged or assigned to the Agent (or the Finance Parties)
         pursuant to a Security Document to secure all amounts due under the
         Finance Documents and into which certain monies are paid pursuant to
         Clause 13 (Mandatory Prepayment).

         "EVENT OF DEFAULT" means any circumstance described as such in Clause
         23 (Events of Default).

         "EXCESS CASH FLOW" has the meaning given to it in Clause 21 (Financial
         Condition).

         "EXISTING INDEBTEDNESS" means the indebtedness of the Cablecom Business
         outstanding on the Acquisition Date.

                                     - 8 -
<PAGE>   12


         "EXISTING MORTGAGES" means the Swiss law mortgages ("Hypotheken") set
         out in Schedule 12 (Existing Mortgages) granted by certain members of
         the Restricted Group, subsisting on the date of this Agreement and
         relating only to those assets identified in Schedule 12 (Existing
         Mortgages).

         "FACILITIES" means the Original Term Facility, the Revolving Facility
         and the Term-Out Facility.

         "FACILITY OFFICE" means, in relation to the Agent, the office
         identified with its signature below or such other office as it may
         select by notice and, in relation to any Bank, the office notified by
         it to the Agent in writing prior to the date hereof (or, in the case of
         a Transferee, at the end of the Transfer Certificate to which it is a
         party as Transferee) or such other office as it may from time to time
         select by notice to the Agent.

         "FINANCE DOCUMENTS" means this Agreement, any Borrower Accession
         Memorandum, any Guarantor Accession Memorandum, any fee letters
         delivered pursuant to Clause 25 (Commitment Commission and Fees), the
         Security Documents, the Hedging Agreements, the Subordination Deed (and
         any other subordination agreements or deeds executed in relation to any
         Additional Subordinated Debt) and any other document designated as such
         by agreement between the Agent and the Principal Borrower.

         "FINANCE PARTIES" means the Agent, the Arrangers, the Banks and any
         Hedge Counterparties.

         "FINANCIAL INDEBTEDNESS" means any indebtedness for or in respect of:

         (a)      Indebtedness for Borrowed Money;

         (b)      any documentary or standby letter of credit facility or
                  performance bond facility;

         (c)      any interest rate swap, currency swap, forward foreign
                  exchange transaction, cap, floor, collar or option transaction
                  or any other treasury transaction or any combination thereof
                  or any other transaction entered into in connection with
                  protection against or benefit from fluctuation in any rate or
                  price (and the amount of the Financial Indebtedness in
                  relation to any such transaction shall be calculated by
                  reference to the mark-to-market valuation of such transaction
                  at the relevant time); and

         (d)      (without double counting) any guarantee or indemnity for any
                  of the items referred to in paragraphs (a) to (c) above.

         "FINANCIAL QUARTER" has the meaning given to it in Clause 21 (Financial
         Condition).

         "FIRST LOAN AGREEMENT" means the loan agreement, in the agreed form,
         entered into between NTL SPV Inc. as lender and the Principal Borrower
         as borrower, setting out the terms on which the indebtedness owed by
         the Principal Borrower in respect of the First Sale and Purchase
         Agreement remains outstanding.

                                     - 9 -
<PAGE>   13


         "FIRST SALE AND PURCHASE AGREEMENT" means the share sale and purchase
         agreement, in the agreed form, entered into in relation to the
         Hivedown, between NTL SPV Inc. as seller and the Principal Borrower as
         buyer of Cablecom (Zentralschweiz) AG, Cablecome (Bern) AG, Cablecom
         Signal Olten AG and Kilchenmann Holding AG, the consideration payable
         by the Principal Borrower being represented by the A Debt.

         "GROUP" means the Shareholder and its subsidiaries from time to time.

         "GROUP STRUCTURE CHART" means the group structure chart in agreed form:

         (a)      showing the NTL Inc. Holding Group;

         (b)      showing all members of the Group;

         (c)      showing any person in which any Group member has an interest
                  in the issued share capital or equivalent ownership interest
                  of such person;

         (d)      showing the jurisdiction of incorporation or establishment of
                  each person within paragraph (a), paragraph (b) or paragraph
                  (c) above;

         (e)      showing all Intra-Group Loans existing as at the Acquisition
                  Date and the Subordinated Funding;

         (f)      confirming that, on the Acquisition Date, all members of the
                  NTL Inc. Holding Group (other than the Parent) are
                  wholly-owned subsidiaries of the Parent; and

         (g)      confirming that all members of the Restricted Group are
                  wholly-owned subsidiaries of the Principal Borrower (or
                  specifying the percentage shareholdings of any members of the
                  Restricted Group which are not such wholly-owned
                  subsidiaries).

         "GUARANTORS" means each of the Original Guarantors and each Additional
         Guarantor, PROVIDED THAT such company has not been released from its
         rights and obligations hereunder in accordance with Clause 36.3
         (Resignation of a Guarantor).

         "GUARANTOR ACCESSION MEMORANDUM" means a memorandum substantially in
         the form set out in Schedule 7 (Form of Guarantor Accession
         Memorandum).

         "HEDGE COUNTERPARTY" means a Bank or an affiliate of a Bank who (a) is,
         at the time it enters into a Hedging Agreement rated at least A by
         Standard and Poor's Rating Corporation and A2 by Moody's Investors
         Services, Inc. and (b) has agreed to enter into a Hedging Agreement.

         "HEDGING AGREEMENTS" means each of the agreements entered into or to be
         entered into between certain Borrowers and Hedge Counterparties for the
         purpose of hedging interest rate liabilities in accordance with Clause
         22.26 (Hedging).

         "HEDGING BANK" means a Bank who either is, or becomes, a Hedge
         Counterparty or who has an affiliate which is, or becomes, a Hedge
         Counterparty.


                                     - 10 -

<PAGE>   14

         "HEDGING LIABILITIES" means all present and future sums and actual or
         contingent liabilities and obligations payable, owing, due or incurred
         by any Borrower to any Hedge Counterparty pursuant to the terms of any
         Hedging Agreement, as determined by the relevant Hedge Counterparty
         (acting reasonably) and agreed by the Agent.

         "HIVEDOWN" means, in respect of that part of the Cablecom Business
         acquired by NTL SPV Inc. the transfer of such in accordance with the
         structure chart and step plan set out in schedule 4 to the Accountants'
         Letter, so that such part of the Cablecom Business is (at the end of
         the series of transactions set out therein) owned by the Shareholder
         and the Principal Borrower.

         "INDEBTEDNESS FOR BORROWED MONEY" means any indebtedness for or in
         respect of:

         (a)      moneys borrowed;

         (b)      any amount raised by acceptance under any acceptance credit
                  facility;

         (c)      any amount raised pursuant to any note purchase facility or
                  the issue of bonds, notes, debentures, loan stock or any
                  similar instrument;

         (d)      any amount raised pursuant to any issue of shares which are
                  expressed to be redeemable (other than shares redeemable after
                  30 September 2010);

         (e)      the amount of any liability in respect of any lease or hire
                  purchase contract which would, in accordance with generally
                  accepted accounting principles in the relevant jurisdiction,
                  be treated as a finance or capital lease;

         (f)      the amount of any liability in respect of any advance or
                  deferred purchase agreement if the primary reason for entering
                  into such agreement is to raise finance;

         (g)      receivables sold or discounted (other than on a non-recourse
                  basis);

         (h)      any agreement or option to re-acquire an asset if the primary
                  reason for entering into such agreement or option is to raise
                  finance;

         (i)      any amount raised under any other transaction (including any
                  forward sale or purchase agreement) having the commercial
                  effect of a borrowing; and

         (j)      (without double counting) the amount of any liability in
                  respect of any guarantee or indemnity for any of the items
                  referred to in paragraphs (a) to (i) above.

         "INFORMATION MEMORANDUM" means the document concerning the Cablecom
         Business and the Parent which, at the request and on behalf of the
         Parent, has been prepared in relation to this transaction, approved by
         the Parent and distributed by the Arrangers to selected banks during
         February 2000 (as the same may be updated on or before the Syndication
         Date).

                                     - 11 -
<PAGE>   15


        "INITIAL MERGERS" means the mergers of the Principal Borrower with:

         (a)      Kilchenmann Holding AG after Kilchenmann Kabelfernsehen AG is
                  merged into it;

         (b)      Cablecom (Zentralschweiz) AG, Cablecom (Mittelland) AG,
                  Cablecom (Bern) AG, and Cablecom Signal Olten AG; and

         (c)      thereafter, with CC AG,

         in each case (i) with the Principal Borrower being the surviving
         entity, having all the rights and obligations which each of the above
         merged entities and the Principal Borrower itself had immediately prior
         to such mergers taking effect and (ii) pursuant to documentation, and
         in accordance with any Swiss legal or procedural requirements, approved
         or deemed applicable by the Agent's Swiss counsel.

         "INITIAL SHARE PLEDGES" means the Swiss law pledges over the shares of
         certain members of the Restricted Group (as agreed between the Agent
         and the Principal Borrower), such pledges being granted in favour of
         the Finance Parties as security for the obligations of the Obligors
         under the Finance Documents and/or the Permitted Facilities Provider as
         security for the obligations of any members of the Group under any
         documentation relating to the Secured Permitted Facilities.

         "INSTRUCTING GROUP" means:

         (a)      before any Advances have been made, a Bank or Banks whose
                  Commitments amount in aggregate to more than sixty-six and two
                  thirds per cent. of the Total Commitments; and

         (b)      thereafter, a Bank or Banks to whom in aggregate more than
                  sixty-six and two thirds per cent. of the Loan is (or,
                  immediately prior to its repayment, was then) owed.

         "INTELLECTUAL PROPERTY" means all patents, trade marks, service marks,
         designs, business names, copyrights, design rights, moral rights,
         inventions, confidential information, knowhow and other intellectual
         property rights and interests, whether registered or unregistered, and
         the benefit of all licences, applications and rights to use such
         intellectual property now or hereafter belonging to any member of the
         Group.

         "INTEREST PERIOD" means, save as otherwise provided herein:

         (a)      any of those periods mentioned in Clause 4.1 (Original Term
                  Advance Interest Periods) or Clause 11.4 (Term-Out Advance
                  Interest Periods); and

         (b)      in relation to an Unpaid Sum, any of those periods mentioned
                  in Clause 27.1 (Default Interest Periods).



                                     - 12 -





<PAGE>   16


         "INTRA-GROUP LOAN ASSIGNMENTS" means the assignment agreements entered
         into by:

         (a)      the Principal Borrower, in respect of the Intra-Group Loan
                  owed to it by Cablecom Suisse Romande SA and Cablecom
                  Engineering SA following the completion of paragraph (a) of
                  the definition of the Reorganisation; and

         (b)      any Obligor, in respect of an Intra-Group Loan by such an
                  Obligor to another Obligor,

         in each case in favour of the Agent (or the Finance Parties) as
         security for the obligations of the Obligors under the Finance
         Documents and/or the Permitted Facilities Provider as security for the
         obligations of any members of the Group under any documentation
         relating to the Secured Permitted Facilities.

         "INTRA-GROUP LOANS" means any loan (a) between the Shareholder and
         members of the Restricted Group and (b) between members of the
         Restricted Group.

         "KEY SITES" means the digital master headend sites located at
         Zurich-Leimbach, Winterthur and St. Gallen.

         "LEGAL OPINIONS" means the legal opinions delivered to the Agent
         pursuant to Clause 2.3 (Conditions Precedent), Clause 35.2 (Borrower
         Conditions Precedent) or, as the case may be, Clause 36.2 (Guarantor
         Conditions Precedent).

         "LIBOR" means, in relation to any amount to be advanced to or owing by
         an Obligor under the Finance Documents on which interest for a given
         period is to accrue:

         (a)      the percentage rate per annum equal to the offered quotation
                  which appears on the page of the Telerate Screen which
                  displays the British Bankers Association Interest Settlement
                  Rate for Swiss Francs (being currently "3750") or the currency
                  of any Unpaid Sum for such period as of 11.00 a.m. on the
                  Quotation Date for such period or, if such page or such
                  service shall cease to be available, such other page or such
                  other service for the purpose of displaying the British
                  Bankers Association Interest Settlement Rate for Swiss Francs
                  (or the currency of such Unpaid Sum) as the Agent, after
                  consultation with the Banks and the Principal Borrower, shall
                  select; or

         (b)      if no quotation for Swiss Francs (or the currency of such
                  Unpaid Sum) and the relevant period is displayed under (a)
                  above and the Agent has not selected an alternative service on
                  which a quotation is displayed, the arithmetic mean (rounded
                  upwards to five decimal places) of the rates (as notified to
                  the Agent) at which each of the Reference Banks was offering
                  to prime banks in the London interbank market deposits in
                  Swiss Francs (or the currency of such Unpaid Sum) for such
                  period as of 11.00 a.m. on the Quotation Date for such period.

         "LICENCES" means:

         (a)      telecommunication licences, under the Telecommunication Act;

                                     - 13 -
<PAGE>   17

         (b)      broadcasting and transmission licences ("Weiterverbreitungs-
                  Konzessionen"), under the Radio and Television Act; and

         (c)      Telecommunication Act permits.

         "LOAN" means, at any time, the aggregate of the Original Term Loan and
         the Revolving Loan (or, after the Revolving Termination Date, the
         Term-Out Loan).

         "MANDATORY COST RATE" means the rate determined in accordance with
         Schedule 10 (Mandatory Costs).

         "MARGIN" means, for all Advances, the percentage rate per annum
         determined in accordance with Clause 5.3 (Margin Ratchet) to Clause 5.5
         (Default Margin).

         "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the
         business, operations, property or condition (financial or otherwise) of
         the Restricted Group taken as a whole or (b) the ability of an Obligor
         to perform its material obligations under the Finance Documents to
         which it is a party.

         "MATERIAL COMMERCIAL CONTRACTS" means any agreements, contracts or
         licences entered into or granted to any member of the Restricted Group
         which are reasonably likely to be material to the business or prospects
         of the Restricted Group taken as a whole.

         "MAXIMUM PERMITTED INTRA-GROUP LOANS" has, in relation to an Obligor,
         the meaning given to it in sub-clause 20.2.2 of Clause 20.2 (Quarterly
         Statements).

         "MORTGAGES" means the Swiss law mortgages, in the agreed form, over the
         Key Sites, to be granted by certain Obligors in favour of the Finance
         Parties as security for the obligations of the Obligors under the
         Finance Documents and/or the Permitted Facilities Provider as security
         for the obligations of any members of the Group under any documentation
         relating to the Secured Permitted Facilities.

         "NET AVERAGE REVENUE CONTRIBUTIONS" means, at any time:

         (a)      the aggregate of the Average Revenue Contributions of all
                  assets disposed of under paragraph (f) of the definition of
                  Permitted Disposals,

                  less

         (b)      the aggregate of the estimated Average Revenue Contributions
                  of all assets acquired by members of the Restricted Group
                  either in exchange for, or out of the proceeds of the disposal
                  of, assets disposed of under paragraph (f) of the definition
                  of Permitted Disposals (such estimated Average Revenue
                  Contributions to be reasonably agreed between the Principal
                  Borrower and the Agent on the basis of the revenues such
                  acquired assets could have reasonably been expected to have
                  generated for the two financial years of the Principal
                  Borrower immediately preceding the date of their acquisition,
                  had such assets

                                     - 14 -

<PAGE>   18

                  been owned by the relevant member of the Restricted Group
                  throughout those two financial years).

         "NOTICE OF DRAWDOWN" means a notice substantially in the form set out
         in Schedule 4 (Notice of Drawdown).

         "NOTICE PERIOD" means the period commencing ten Business Days before
         the last day of the current Interest Period or Term of an existing
         Advance and ending 10.00 a.m. three Business Days before the last day
         of the current Interest Period or Term of an existing Advance or, as
         the case may be, the period commencing ten Business Days before the
         proposed date for the making of an Advance and ending 10.00 a.m. three
         Business Days before the proposed date for the making of the Advance.

         "NOTIFICATION TIME" means 5.30 p.m. on the day three Business Days
         before the first day of an Interest Period or Term.

         "NTL CV1" means Cable Connect Switzerland 1 C.V., a limited partnership
         ("Commanditaive Vennoolschap") established under Dutch law between NTL
         SPV Inc. as a limited partner and NTL SPV LLC as a general partner.

         "NTL HOLDINGS INC." means a newly incorporated company which, as part
         of the acquisition by the Parent of the cable business of Cable and
         Wireless Communications plc, it is proposed will acquire 100 per cent.
         of the issued share capital of the Parent.

         "NTL INC. GROUP" means the Parent or, after the acquisition of the
         Parent by NTL Holdings Inc., NTL Holdings Inc. and each of the Parent's
         or, as the case may be, NTL Holdings Inc.'s subsidiaries (other than
         any member of the NTL Inc. Holding Group (other than the Parent) or the
         Group).

         "NTL INC. HOLDING GROUP" means the Parent (or, after the acquisition of
         the Parent by NTL Holdings Inc., NTL Holdings Inc.) and the
         Shareholder's other holding companies.

         "NTL NOTES" means, to the extent such have been issued in either
         domestic or international capital markets, the bonds, notes or similar
         public debt instruments issued by members of the NTL Inc. Group or, as
         the case may be, members of the NTL Inc. Holding Group (in each case
         where such members of the NTL Inc. Group or NTL Inc. Holding Group are
         incorporated in any state of the United States of America) and
         outstanding at or at any time after the date of this Agreement.

         "NTL SPV INC." means NTL Switzerland SPV, Inc., a newly incorporated
         Delaware company, being a wholly owned subsidiary of the Parent.

         "NTL SPV LLC" means NTL Switzerland Holdings SPV LLC, a newly formed
         Delaware limited liability corporation, being a wholly owned subsidiary
         of NTL SPV Inc.

         "OBLIGORS" means the Borrowers and the Guarantors.

                                     - 15 -
<PAGE>   19


         "OPERATING COMPANIES" means the members of the Restricted Group named
         in Part B of Schedule 1 (The Original Parties).

         "ORIGINAL FINANCIAL STATEMENTS" means:

         (a)      in relation to the Cablecom Business, the audited pro-forma
                  combined financial statements of the companies which
                  constitute the Cablecom Business on the Acquisition Date, for
                  the financial year ended 31 December 1999 based on the
                  Vendor's audited consolidated financial statements for its
                  financial year ended 31 December 1999;

         (b)      in relation to each Obligor (other than the Shareholder), its
                  audited financial statements for its financial year ended 31
                  December 1998;

         (c)      in relation to each Obligor (other than the Shareholder), its
                  audited balance sheet as at 31 December 1999; and

         (d)      in relation to any Additional Obligor, its audited financial
                  statements delivered pursuant to Schedule 8 (Additional
                  Conditions Precedent).

         "ORIGINAL OBLIGORS" means the Original Borrowers and the Original
         Guarantors.

         "ORIGINAL TERM ADVANCE" means an advance (as from time to time
         consolidated, divided or reduced by repayment) made or to be made by
         the Banks under the Original Term Facility.

         "ORIGINAL TERM AVAILABILITY PERIOD" means, in relation to the Original
         Term Facility, the period from and including the date hereof to and
         including the earlier of (a) 31 October 2000 and (b) the first Business
         Day on which the Available Term Commitment of each of the Banks is
         zero.

         "ORIGINAL TERM FACILITY" means the Swiss Franc term loan facility
         granted to the Borrowers in this Agreement.

         "ORIGINAL TERM LOAN" means, at any time, the aggregate principal amount
         of outstanding Original Term Advances at such time.

         "ORIGINAL TERM REPAYMENT DATE" means each of the dates specified in
         Clause 10.1 (Original Term Loan Repayment Instalments), PROVIDED THAT
         if such date is not a Business Day, it shall be deemed to be the next
         succeeding Business Day.

         "PARTICIPATING MEMBER STATE" means each member state of the European
         Union which has adopted the euro as its lawful currency at the relevant
         time.

         "PERMITTED ACQUISITIONS" means any of the following:

         (a)      acquisitions of (or of any interests in) companies,
                  partnerships, consortia, joint ventures or other arrangements
                  made by the Shareholder or a newly incorporated subsidiary of
                  the Shareholder referred to in paragraph (b) below,

                                     - 16 -

<PAGE>   20

                  where the relevant company, partnership, consortium, joint
                  venture or other arrangement:

                  (i)      engages in, or the business, licence, revenues or
                           assets of such a company, partnership, consortium,
                           joint venture or other arrangement relate to, the
                           operation of a telecommunications and/or cable and/or
                           television and/or telephone network or system or the
                           provision of such services; and

                  (ii)     operates primarily within Switzerland, the European
                           Union or any other country in Europe;

         (b)      the purchase, subscription for, or other acquisition of any
                  shares by:

                  (i)      the Shareholder in a newly incorporated company which
                           becomes a subsidiary of the Shareholder, where such
                           subsidiary's primary purpose is to make acquisitions
                           within paragraph (a) above; or

                  (ii)     any member of the Restricted Group in a newly
                           incorporated Swiss company which becomes a subsidiary
                           of that member of the Restricted Group, where such
                           subsidiary's only activity is to make acquisitions
                           within paragraph (d) and/or paragraph (e) below;

         (c)      acquisitions comprising the purchase, subscription for, or
                  other acquisition of any new shares in:

                  (i)      any Obligor by any other Obligor, where (a) such
                           acquiring Obligor is and remains the immediate
                           holding company of the Obligor issuing the new shares
                           and (b) such shares are made subject to a Share
                           Pledge; or

                  (ii)     any member of the Restricted Group by another member
                           of the Restricted Group which is not an Obligor;

         (d)      acquisitions of (or of any interests in) (A) companies,
                  partnerships, consortia, joint ventures or other arrangements
                  or (B) businesses, licences, revenues or assets made by any
                  member of the Restricted Group, where:

                  (i)      the aggregate consideration for such acquisitions
                           under this paragraph (d) does not exceed
                           CHF50,000,000;

                  (ii)     the acquired company, partnership, consortium, joint
                           venture or other arrangement or the acquired
                           business, licence, revenues or asset (a) engages in
                           or, as the case may be, relates to the operation of a
                           telecommunications and/or cable and/or television
                           and/or telephone network or system or the provision
                           of such services and (b) primarily operates or, as
                           the case may be, is located within Switzerland; and


                                     - 17 -
<PAGE>   21


                  (iii)    the Financial Indebtedness of any acquired company
                           which becomes a member of the Restricted Group,
                           outstanding immediately after the acquisition,
                           comprises only Permitted Financial Indebtedness;

         (e)      acquisitions made by any member of the Restricted Group,
                  where:

                  (i)      if such acquisition is an acquisition of a company,
                           partnership, consortium, joint venture or other
                           person, the acquired entity has, for its most recent
                           financial year, positive earnings before interest,
                           depreciation, amortisation and tax (calculated on the
                           same basis as EBITDA);

                  (ii)     the consideration for such acquisition is financed
                           out of Subordinated Funding and/or Available Excess
                           Cash Flow;

                  (iii)    the acquired company, partnership, consortium, joint
                           venture or other arrangement or the acquired
                           business, licence, revenues or asset (a) engages in
                           or, as the case may be, relates to the operation of a
                           telecommunications and/or cable and/or television
                           and/or telephone network or system or the provision
                           of such services and (b) primarily operates or, as
                           the case may be, is located within Switzerland; and

                  (iv)     the Financial Indebtedness of any acquired company
                           which becomes a member of the Restricted Group,
                           outstanding immediately after the acquisition,
                           comprises only Permitted Financial Indebtedness;

         (f)      acquisitions comprising the acquisition of any assets,
                  revenues or, licences of, or the business or any interest
                  therein of:

                  (i)      any member of the Restricted Group who is not an
                           Obligor by another member of the Restricted Group who
                           is not an Obligor; or

                  (ii)     any Obligor by another Obligor, where the disposal of
                           such an asset, revenue, licence or business is a
                           Permitted Disposal under paragraph (e) of the
                           definition thereof; and

         (g)      acquisitions of any shares, assets, revenues or licences of,
                  or the business or any interest therein of, a member of the
                  Restricted Group by another member of the Restricted Group,
                  where such an acquisition is made to effect the Reorganisation
                  or an Additional Merger.

         "PERMITTED DISPOSALS" means any disposal:

         (a)      made in the ordinary and usual course of business;


                                     - 18 -


<PAGE>   22


(b)      on arm's length commercial terms of an asset by a member of the
         Restricted Group who is not an Obligor;

(c)      for cash on arm's length commercial terms of any surplus or obsolete
         assets no longer required for the efficient operation of the business
         of the Restricted Group;

(d)      of cash, where such a disposal is not otherwise prohibited by the
         Finance Documents;

(e)      by an Obligor to another Obligor, provided that:

         (i)      if the relevant assets are subject to an Encumbrance pursuant
                  to a Security Document, they remain so or become subject to a
                  similar Encumbrance in favour of the Finance Parties in the
                  hands of the acquiring Obligor; and

         (ii)     the acquiring Obligor is a Guarantor, and the Principal
                  Borrower demonstrates (to the reasonable satisfaction of the
                  Agent) that the freely distributable reserves of the acquiring
                  Obligor, immediately following such a disposal, will be at
                  least equal to the freely distributable reserves of the
                  disposing Obligor;

(f)      on (A) arm's length commercial terms for cash consideration or (B) in
         exchange for similar assets located in Switzerland (or, in the case of
         a disposal by a member of the Restricted Group incorporated in Austria,
         located in Austria) which the Agent (acting reasonably) determines to
         be of a comparable or superior quality, provided that in each case:

         (i)      the Net Average Revenue Contributions at no time exceed 15 per
                  cent; and

         (ii)     the proceeds of any disposal under (A) of this paragraph (f)
                  are applied in accordance with Clause 13.2 (Mandatory
                  Prepayment from Asset Disposals);

(g)      of an interest in real property by way of a lease or licence granted by
         a member of the Restricted Group to another member of the Restricted
         Group on arm's length commercial terms;

(h)      by a member of the Restricted Group who is not an Obligor to another
         member of the Restricted Group who is not an Obligor; and

(i)      necessary to effect the Reorganisation or an Additional Merger.



                                     - 19 -
<PAGE>   23


 "PERMITTED DISTRIBUTIONS" means:

(a)      the payment or declaration of any dividend, return on capital,
         repayment of capital contributions or other distribution or payment in
         respect of share capital by any member of the Restricted Group other
         than:

         (i)      by the Principal Borrower and, prior to the Initial Mergers,
                  CC AG; or

         (ii)     by a member of the Restricted Group who is an Obligor to
                  another member of the Restricted Group who is not an Obligor;
                  and

(b)      the payment or declaration of any dividend, return on capital,
         repayment of capital contributions or other distribution or payment in
         respect of share capital by the Principal Borrower, or the repayment of
         principal or payment of interest on Subordinated Funding by the
         Principal Borrower or any other member of the Restricted Group, in each
         case where:

         (i)      no Event of Default is continuing; and

         (ii)     such payment, dividend, distribution or, as the case may be,
                  repayment is funded out of Available Excess Cash Flow.

 "PERMITTED ENCUMBRANCE" means:

(a)      any Encumbrance relating to the Existing Mortgages, to the extent such
         Encumbrances relate only to the assets identified in Schedule 12
         (Existing Mortgages);

(b)      any Encumbrance over or affecting any asset acquired by a member of the
         Restricted Group after the date hereof and subject to which such asset
         is acquired, if:

         (i)      such Encumbrance was not created in contemplation of the
                  acquisition of such asset by a member of the Restricted Group;
                  and

         (ii)     the Financial Indebtedness secured by such Encumbrance at all
                  times falls within paragraph (k) of the definition of
                  Permitted Financial Indebtedness;

(c)      any Encumbrance over or affecting any asset of any company which
         becomes a member of the Restricted Group after the date hereof, where
         such Encumbrance is created prior to the date on which such company
         becomes a member of the Restricted Group, if:

         (i)      such Encumbrance was not created in contemplation of the
                  acquisition of such company; and


                                     - 20 -

<PAGE>   24


         (ii)     the Financial Indebtedness secured by such Encumbrance at all
                  times falls within paragraph (k) of the definition of
                  Permitted Financial Indebtedness;

(d)      any netting or set-off arrangement entered into by any member of the
         Restricted Group in the normal course of its banking arrangements for
         the purpose of netting its debit and credit balances;

(e)      any right of set-off or any title transfer or retention of title
         arrangement entered into by any member of the Restricted Group in the
         normal course of its trading activities on the counterparty's standard
         or usual terms (where such terms reasonably accord with the terms
         generally adopted in the market to which such a trading activity
         relates);

(f)      any lien arising by operation of law or by a contract having a similar
         effect and in each case arising or entered into in the normal course of
         business, if such lien is discharged within thirty days of arising;

(g)      any Encumbrance created pursuant to, arising under or evidenced by the
         Security Documents;

(h)      any Encumbrance created by any arrangements referred to in paragraph
         (e) or paragraph (f) of the definition of Indebtedness for Borrowed
         Money;

(i)      any Encumbrance arising pursuant to an order of attachment, an
         injunction restraining the disposal of assets or any similar legal
         process in each case arising in connection with court proceedings being
         diligently conducted by the relevant Obligor in good faith;

(j)      any Encumbrance over cash deposited as security for the relevant
         Obligor's obligations in respect of a performance bond, guarantee,
         standby letter of credit or similar facility entered into by such an
         Obligor in the ordinary course of business;

(k)      any Encumbrance securing Permitted Financial Indebtedness within
         paragraph (j) of the definition of Permitted Financial Indebtedness
         (other than (save for the assignment of receivables granted by Cablecom
         (Bern) AG and referred to in sub-clause 22.11.4 of Clause 22.11
         (Security)) an Encumbrance by way of assignment over receivables
         assigned by the Receivables and Receivables Account Assignment); and

(l)      any Encumbrance over receivables (other than an Encumbrance by way of
         an assignment over receivables assigned by the Receivables and
         Receivables Account Assignment) entered into by any member of the
         Restricted Group in the normal course of its banking arrangements in
         favour of any Swiss bank with whom it maintains accounts PROVIDED THAT
         (a) such Encumbrance is in existence on the date of this Agreement, (b)
         that Encumbrance does not secure any outstanding indebtedness of the
         relevant member of the Restricted Group


                                     - 21 -
<PAGE>   25


         to the relevant bank, (c) the relevant member of the Group is entitled
         to have such Encumbrance discharged by the relevant bank and (d) such
         Encumbrance is discharged within 20 Business Days of the date of this
         Agreement.

"PERMITTED FACILITIES" means the Secured Permitted Facilities and any other bank
facilities made available to members of the Group (on normal commercial terms)
PROVIDED THAT the aggregate indebtedness of all members of the Group in respect
of the Secured Permitted Facilities and such other bank facilities at no time
exceeds CHF40,000,000 (or its equivalent).

"PERMITTED FACILITIES PROVIDER" means the financial institution (if any) which
has become the Permitted Facilities Provider in accordance with Clause 37
(Permitted Facilities Provider).

"PERMITTED FINANCIAL INDEBTEDNESS" means any Financial Indebtedness:

(a)      arising under or permitted pursuant to the Finance Documents;

(b)      in respect of the Subordinated NTL CV1 Debt;

(c)      in respect of any Additional Subordinated Debt;

(d)      arising under Permitted Treasury Transactions;

(e)      of the Shareholder, where:

         (i)      such Financial Indebtedness does not oblige or permit the
                  Shareholder to make any interest payments at any time prior to
                  the date five years after the date hereof (any interest
                  accruing during such a five year period being capitalised with
                  the principal amount outstanding);

         (ii)     such Financial Indebtedness does not have any scheduled
                  repayments or other amortisations prior to 30 September 2010
                  and has a final maturity date on or after 30 September 2010;
                  and

         (iii)    the proceeds of such Financial Indebtedness are applied by the
                  Shareholder towards Subordinated Funding;

(f)      arising under Permitted Loans and Guarantees;

(g)      secured by the Existing Mortgages PROVIDED THAT the amount of Financial
         Indebtedness secured by each Existing Mortgage does not exceed the
         relevant amount set out in Schedule 12 (Existing Mortgages);

(h)      falling within paragraph (e) of the definition of Indebtedness for
         Borrowed Money ("FINANCE LEASE DEBT") which, when aggregated with any
         other Finance Lease Debt incurred or by each member of the Restricted
         Group does not exceed CHF5,000,000 (or its equivalent);



                                     - 22 -
<PAGE>   26


(i)      arising under Permitted Facilities;

(j)      in respect of Existing Indebtedness PROVIDED THAT such Existing
         Indebtedness is refinanced by an Original Term Advance within 30 days
         of the date of this Agreement; and

(k)      not falling within paragraphs (a) to (j) above PROVIDED THAT the
         aggregate amount does not exceed CHF10,000,000 (or its equivalent) .

"PERMITTED JOINT VENTURE" means either the disposal of shares in the Shareholder
or any member of the NTL Inc. Holding Group to, or the issue of further shares
by the Shareholder or any member of the NTL Inc. Holding Group to, a company or
a subsidiary of a company:

(a)      which engages primarily in the operation of a telecommunications
         network; and

(b)      rated at least A by Standard and Poor's Rating Corporation and A2 by
         Moody's Investors Services, Inc.

 "PERMITTED LOANS AND GUARANTEES" means any of the following:

(a)      trade credit or indemnities granted in the ordinary course of business
         on usual and customary terms;

(b)      Intra-Group Loans made by a member of the Restricted Group who is not
         an Obligor to any other member of the Restricted Group who is not an
         Obligor;

(c)      Intra-Group Loans made by a member of the Restricted Group who is not
         an Obligor to a member of the Restricted Group who is an Obligor, where
         the rights of the lending member of the Restricted Group have been (a)
         subordinated to the rights of the Finance Parties under the Finance
         Documents and (b) assigned to the Agent (or the Finance Parties) as
         security for the obligations of the Obligors under the Finance
         Documents and to the Permitted Facilities Provider as security for the
         obligations of any members of the Group under any documentation
         relating to the Secured Permitted Facilities, in each case by
         agreements or deeds approved by the Agent;

(d)      Intra-Group Loans made by one Obligor to another Obligor, where:

         (i)      in respect of each relevant borrower Obligor, the aggregate
                  amount of such Intra-Group Loans to that Obligor which are
                  outstanding, at the time of the delivery by the Principal
                  Borrower of a certificate in respect of that borrower Obligor
                  in accordance with sub-clause 20.2.2 of Clause 20.2 (Quarterly
                  Statements), do not exceed the Maximum Intra-Group Loans for
                  that borrower Obligor set out in such a certificate or are
                  (within 10 Business Days of the delivery of such certificate)
                  reduced to an amount no greater than


                                     - 23 -
<PAGE>   27


                  the Maximum Intra-Group Loans for that Obligor as set out in
                  such a certificate;

         (ii)     the rights of the lending Obligor under such an Intra-Group
                  Loan have been assigned to the Agent (or the Finance Parties)
                  as security for the obligations of the Obligors under the
                  Finance Documents and to the Permitted Facilities Provider as
                  security for the obligations of any members of the Group under
                  any documentation relating to the Secured Permitted Facilities
                  by an agreement or deed approved by the Agent; and

         (iii)    if such an Intra-Group Loan is made by the Shareholder it
                  constitutes either Subordinated NTL CV1 Debt or Additional
                  Subordinated Debt;

(e)      the Intra-Group Loans owed by Cablecom Suisse Romande SA and Cablecom
         Engineering AG to the Principal Borrower following the completion of
         paragraph (a) of the definition of the Reorganisation;

(f)      loans made to employees of any members of the Restricted Group, to a
         maximum aggregate amount of CHF100,000;

(g)      Intra-Group Loans existing at the date hereof which do not fall within
         paragraph (d) above and which have been disclosed in the Disclosure
         Letter; and

(h)      any other Intra-Group Loans approved by the Agent (acting on the
         instructions of an Instructing Group, acting reasonably).

 "PERMITTED TREASURY TRANSACTIONS" means:

(a)      the Treasury Transactions entered into in accordance with Clause 22.26
         (Hedging); and

(b)      any other foreign exchange transactions for spot or forward delivery
         entered into in the ordinary course of business (and not for investment
         or speculative purposes) to hedge currency exposures incurred by
         members of the Restricted Group.

"POTENTIAL EVENT OF DEFAULT" means any event which would become (with the
passage of time, the giving of notice, the making of any determination hereunder
or any combination thereof) an Event of Default.

 "PROPORTION" means, in relation to a Bank:

(a)      whilst no Advances are outstanding, the proportion borne by its
         Commitment to the Total Commitments (or, if the Total Commitments are
         then zero, by its Commitment to the Total Commitments immediately prior
         to their reduction to zero); or



                                     - 24 -
<PAGE>   28


(b)      whilst at least one Advance is outstanding, the proportion borne by its
         share of the Loan to the Loan.

"QUALIFYING LENDER" means a financial institution which qualifies as a bank
pursuant to the laws of its jurisdiction of incorporation and which carries on a
genuine banking activity as per explanatory note of the Swiss Federal Tax
Administration No. S-02.128 (1.2000).

"QUOTATION DATE" means, in relation to any period for which an interest rate is
to be determined under the Finance Documents, the day on which quotations would
ordinarily be given by prime banks in the London Interbank Market for deposits
in Swiss Francs (or the currency of any Unpaid Sum) for delivery on the first
day of that period, PROVIDED THAT, if, for any such period, quotations would
ordinarily be given on more than one date, the Quotation Date for that period
shall be the last of those dates.

 "RADIO AND TELEVISION ACT" means the Swiss Radio and Television Act
("Bundesgesetz uber Radio und Fernsehen", "RTVB") of 21 June 1991 and all of the
ordinances implementing such.

"RECEIVABLE ACCOUNTS" means, with respect of each member of the Restricted
Group, the bank account(s) into which all the receivables (if any) due to such
member of the Restricted Group are paid and such other bank accounts identified
in the Receivables and Receivables Accounts Assignment.

"RECEIVABLES AND RECEIVABLES ACCOUNTS ASSIGNMENT" means the assignment
agreement(s) entered into by the Operating Companies, assigning each Operating
Company's rights to all current and future receivables due to it from its trade
debtors or subscribers, all current and future monetary claims due or owing to
it and its rights in respect of its Receivable Accounts to the Agent (on behalf
of the Finance Parties) as security for the obligations of the Obligors under
the Finance Documents and/or to the Permitted Facilities Provider as security
for the obligations of any members of the Group under any documentation relating
to the Secured Permitted Facilities.

"REFERENCE BANKS" means the principal London offices of Bank of America, N.A.,
Paribas and The Chase Manhattan Bank or such other bank or banks as may from
time to time be agreed between the Principal Borrower and the Agent acting on
the instructions of an Instructing Group.

 "RELEVANT PERIOD" has the meaning given to it in Clause 21 (Financial
Condition).

 "REORGANISATION" means:

(a)      the transfers, for deferred consideration, by the Principal Borrower of
         the entire issued share capital of (i) Coditel SA to Cablecom Suisse
         Romande SA and (ii) Cablecom Media AG to Cablecom Engineering SA;

(b)      the Initial Mergers; and



                                     - 25 -
<PAGE>   29


(c)      thereafter, the conversion of the Conversion Subsidiaries from joint
         stock companies ("AG"s) to limited liability companies ("GmbH"s) and
         the granting of the Reorganisation Share Pledges,

in each case in accordance with the Reorganisation Summary.

 "REORGANISATION SHARE PLEDGES" means:

(a)      an Austrian law pledge over the shares in Cablecom KabelKommunication
         GmbH; and

(b)      Swiss law pledges in the agreed form over the shares in the Conversion
         Subsidiaries,

such pledges being granted in favour of the Finance Parties and the Permitted
Facilities Provider as security for the obligations of the Obligors under the
Finance Documents and the documentation relating to the Secured Permitted
Facilities.

"REORGANISATION SUMMARY" means the step plan, in the agreed form, setting out
the consents, authorisations and approvals and steps to be taken by the
Shareholder and certain members of the Restricted Group to implement the
Reorganisation.

"REPAYMENT DATE" means, in relation to any Revolving Advance, the last day of
the Term thereof.

"REPEATED REPRESENTATIONS" means each of the representations set out in Clause
19.1 (Status) to Clause 19.6 (Audited Financial Statements), Clause 19.8 (No
Material Adverse Change), Clause 19.11 (Legal and Beneficial Owner), sub-clause
19.16.1 of Clause 19.16 (No NTL Note Defaults), Clause 19.21 (No Material
Defaults), Clause 19.23 (Budgets), Clause 19.24 (Other Information) (excluding
sub-clause 19.24.1 thereof), Clause 19.27 (Encumbrances and Financial
Indebtedness) and Clause 19.30 (Consents and Approvals) (excluding sub-clause
19.30.1 thereof) to Clause 19.33 (Good Title to Assets).

 "RESERVATIONS" means:

(a)      the principle that equitable remedies are remedies which may be granted
         or refused at the discretion of the court, the limitation of
         enforcement by laws relating to bankruptcy, insolvency, liquidation,
         reorganisation, court schemes, moratoria, administration and other laws
         generally affecting the rights of creditors, the time barring of claims
         under any applicable law, the possibility that an undertaking to assume
         liability for or to indemnify against nonpayment of any stamp duty or
         other tax may be void, defences of set-off or counterclaim and similar
         principles;

(b)      anything analogous to any of the matters set out in paragraph (a) above
         under any laws of any applicable jurisdiction; and

(c)      anything disclosed by any of the Legal Opinions.



                                     - 26 -
<PAGE>   30


"RESIGNATION NOTICE" means a notice substantially in the form set out in
Schedule 9 (Form of Resignation Notice).

"RESTRICTED GROUP" means the Principal Borrower, the Principal Borrower's
subsidiaries from time to time and, prior to the completion of the Initial
Mergers, CC AG.

"RESTRICTED OBLIGATIONS" means any obligations of a Swiss Obligor under (a)
Clause 24 (Guarantee and Indemnity) and/or the Security Documents and (b) Clause
14 (Taxes), in each case in respect of:

(a)      a holding company of that Swiss Obligor; and/or

(b)      a subsidiary of a holding company of that Swiss Obligor, who is not
         that Swiss Obligor or a subsidiary of that Swiss Obligor.

"REVOLVING ADVANCE" means an advance made or to be made by the Banks under the
Revolving Facility.

"REVOLVING COMMITMENT" means, in relation to a Bank at any time and save as
 otherwise provided herein, the amount set opposite its name under the heading
 "REVOLVING COMMITMENT" in Part C of Schedule 1 (The Original Parties).

"REVOLVING FACILITY" means the Swiss Franc revolving loan facility granted to
the Borrowers in this Agreement.

"REVOLVING LOAN" means, at any time, the aggregate principal amount of the
outstanding Revolving Advances at such time.

 "REVOLVING TERMINATION DATE" means 30 June 2003.

"ROLLOVER ADVANCE" means a Revolving Advance which is used to refinance a
maturing Revolving Advance and which is the same amount as such maturing
Revolving Advance and is to be drawn on the day such maturing Revolving Advance
is to be repaid.

"SECOND LOAN AGREEMENT" means the loan agreement, in the agreed form, entered
into between NTL SPV Inc. as lender and BV1 as borrower, setting out the terms
on which the indebtedness owed by BV1 in respect of the Second Sale and Purchase
Agreement remains outstanding.

"SECOND SALE AND PURCHASE AGREEMENT" means the share sale and purchase
agreement, in the agreed form, entered into in relation to the Hivedown, between
NTL SPV Inc. as seller and BV1 as buyer of part of NTL SPV Inc.'s interest in CC
AG and its entire interest in the Principal Borrower, the consideration payable
by BV1 being represented by the B Debt.



                                     - 27 -
<PAGE>   31


"SECURED PERMITTED FACILITIES" means any bank facilities (if any) made available
by the Permitted Facilities Provider to members of the Restricted Group pursuant
to documentation in the agreed form.

"SECURITY" means the security from time to time constituted by or pursuant to
the Security Documents and the guarantees provided hereunder.

"SECURITY DOCUMENTS" means each of the following documents in agreed form
delivered to the Agent in accordance with either Clause 2.3 (Conditions
Precedent) or Clause 22.30 (The Reorganisation and Mortgages):

(a)      the Share Pledges;

(b)      the Receivables and Receivables Accounts Assignment;

(c)      the Subordinated NTL CV1 Debt Pledge;

(d)      the Acquisition Agreement Assignment;

(e)      the Mortgages; and

(f)      the Intra-Group Loan Assignments,

together with any other document entered into by any member of the Group
creating or evidencing an Encumbrance granted in favour of the Agent or, as the
case may be, the Finance Parties for all or any part of the obligations of the
Obligors or any of them under any of the Finance Documents and/or granted in
favour of the Permitted Facilities Provider for all or any part of the
obligations of any members of the Group under any documentation relating to the
Secured Permitted Facilities.

"SECURITY PARTIES" means the Finance Parties and the Permitted Facilities
Provider.

"SECURITY PROCEEDS" means all receipts or recoveries by the Agent (or by any of
the Finance Parties or by the Permitted Facilities Provider) pursuant to, or
upon enforcement of, the Security and all other monies which are by the terms of
any of the Finance Documents to be applied in accordance with Clause 30.7
(Application of Security Proceeds), after deducting (to the extent not already
deducted or retained prior to such receipt or recovery by the Agent or, as the
case may be, any other Security Party):

(a)      all sums which are by law or contract payable to any receiver of the
         assets subject to the Security;

(b)      all sums which the Agent is required by the terms of any of the
         Security Documents to pay to any other person before distributing any
         such receipts or recoveries to any of the Security Parties and/or
         discharging any of the obligations secured by the Security Documents;
         and

(c)      all sums which the Agent is by law required to pay to any person in
         priority to the Security Parties.



                                     - 28 -
<PAGE>   32


 "SENIOR DEBT" has the meaning given to it in Clause 21 (Financial Condition).

"SHARE PLEDGES" means the Initial Share Pledges and, following the
Reorganisation, the Reorganisation Share Pledges.

"SUBORDINATED NTL CV1 DEBT" means the indebtedness owed by the Principal
Borrower to NTL CV1 in respect of the A Debt and the C Debt, such indebtedness
being subordinated by the Subordination Deed and pledged by the Subordinated NTL
CV1 Debt Pledge.

"SUBORDINATED NTL CV1 DEBT PLEDGE" means the pledge agreement in the agreed form
between NTL SPV LLC (as the general partner of NTL CV1) and the Agent (on behalf
of the Finance Parties), pursuant to which NTL CV1 pledges its rights in respect
of the Subordinated NTL CV1 Debt to the Finance Parties as security for the
obligations of the Obligors under the Finance Documents.

 "SUBORDINATED FUNDING" means:

(a)      the subscription by the Shareholder or any member of the NTL Inc.
         Holding Group, for new equity capital of either the Principal Borrower
         or, prior to the completion of the Initial Mergers, CC AG;

(b)      the Subordinated NTL CV1 Debt; and

(c)      any Additional Subordinated Debt.

"SUBORDINATION DEED" means the subordination deed in the agreed form between the
Agent (for itself and for and on behalf of the other Finance Parties) and NTL
SPV LLC (as the general partner of NTL CV1), pursuant to which the Subordinated
NTL CV1 Debt is subordinated to the Principal Borrower's obligations under the
Finance Documents and any documentation relating to the Secured Permitted
Facilities.

 "SWISS OBLIGOR" means an Obligor incorporated under the laws of Switzerland.

"SYNDICATION DATE" means the earlier of (i) the day specified by the Arrangers,
after having given five Business Days' prior notice to the Shareholder, as the
day on which primary syndication of the Facilities is completed and (ii) 30 June
2000.

 "TELECOMMUNICATION ACT" means the Swiss Telecommunications Act
("Fernmeldegesetz FMG") of 30 April 1997, together with all of the ordinances
implementing such.

"TERM" means, save as otherwise provided herein, in relation to any Revolving
Advance, the period for which such Revolving Advance is borrowed, as specified
in the Notice of Drawdown relating thereto.

 "TERM ADVANCE" means an Original Term Advance or a Term-Out Advance.



                                     - 29 -
<PAGE>   33


"TERM COMMITMENT" means, in relation to a Bank at any time and save as otherwise
provided herein, the amount set opposite its name under the heading "TERM
COMMITMENT" in Part C of Schedule 1 (The Original Parties).

"TERM FACILITIES" means the Original Term Facility and the Term-Out Facility.

"TERM-OUT ADVANCE" means an advance (as from time to time reduced by repayment)
under the Term-Out Facility arising from the conversion of Revolving Advances
outstanding on the Revolving Termination Date.

"TERM-OUT FACILITY" means the Revolving Facility as converted into a Swiss Franc
term loan facility in accordance with Clause 11 (Repayment of the Revolving
Facility and Term-Out Option).

"TERM-OUT LOAN" means, at any time, the aggregate principal amount of
outstanding Term-Out Advances at such time.

"TERM-OUT REPAYMENT DATE" means each of the dates specified in Clause 11.10
(Term-Out Loan Repayment Instalments) PROVIDED THAT if such date is not a
Business Day it shall be deemed to be the next succeeding Business Day.

"THIRD LOAN AGREEMENT" means the loan agreement, in the agreed form, entered
into between BV1 as lender and the Principal Borrower as borrower, setting out
the terms on which the indebtedness owed by the Principal Borrower in respect of
the Third Sale and Purchase Agreement remains outstanding.

"THIRD SALE AND PURCHASE AGREEMENT" means the share sale and purchase agreement,
in the agreed form, entered into in relation to the Hivedown, between BV1 as
seller and the Principal Borrower as buyer of Cablecom (Mittelland) AG, the
consideration payable by the Principal Borrower being represented by the C Debt.

 "TOTAL COMMITMENTS" means, at any time, the aggregate of the Banks'
Commitments.

"TRANSFER CERTIFICATE" means a certificate substantially in the form set out in
Schedule 2 (Form of Transfer Certificate) or in such other form as may be agreed
between the Principal Borrower and the Agent signed by a Bank and a Transferee
under which:

(a)      such Bank seeks to procure the transfer to such Transferee of all or a
         part of such Bank's rights, benefits and obligations under the Finance
         Documents upon and subject to the terms and conditions set out in
         Clause 34.3 (Assignments and Transfers by Banks); and

(b)      such Transferee undertakes to perform the obligations it will assume as
         a result of delivery of such certificate to the Agent as contemplated
         in Clause 34.5 (Transfers by Banks).

"TRANSFER DATE" means, in relation to any Transfer Certificate, the date for the
making of the transfer as specified in such Transfer Certificate.



                                     - 30 -
<PAGE>   34


         "TRANSFEREE" means a person to which a Bank seeks to transfer by
         novation all or part of such Bank's rights, benefits and obligations
         under the Finance Documents.

         "TREASURY TRANSACTION" means any currency or interest purchase, cap or
         collar agreement, forward rate agreements, interest rate or currency
         future or option contract, foreign exchange or currency purchase or
         sale agreement, interest rate swap, currency swap or combined interest
         rate and currency swap agreement and any other similar agreement.

         "UNPAID SUM" means the unpaid balance of any of the sums referred to in
         Clause 27.1 (Default Interest Periods).

         "VENDOR" means Cablecom Holding AG.

1.2      INTERPRETATION Any reference in this Agreement to:

         the "AGENT", an "ARRANGER", any "HEDGE COUNTERPARTY", the "PERMITTED
         FACILITIES PROVIDER" or any "BANK" shall be construed so as to include
         it and any subsequent successors and permitted transferees in
         accordance with their respective interests;

         an "AFFILIATE" of a person shall be construed as a reference to a
         subsidiary of that person or a holding company of that person or any
         other subsidiary or holding company of that holding company;

         "AGREED FORM" in relation to any document means a form which is
         initialled by each of the Agent and the Principal Borrower for the
         purposes of identification (as such form may be amended from time to
         time by agreement between such parties) or a document executed on or
         before the Acquisition Date by the Principal Borrower and the Agent or,
         if not so executed or initialled, is in form and substance reasonably
         satisfactory to the Agent;

         "ASSETS" includes present and future properties, revenues and rights of
         every description;

         "CONTINUING", in relation to an Event of Default, shall be construed as
         a reference to an Event of Default which has not been waived in writing
         or remedied and, in relation to a Potential Event of Default, one which
         has not been remedied within the relevant grace period or waived in
         accordance with the terms hereof;

         "DISPOSAL" includes any sale, lease, transfer or other disposal;

         the "EQUIVALENT" on any date in one currency (the "FIRST CURRENCY") of
         an amount denominated in another currency (the "SECOND CURRENCY") is a
         reference to the amount of the first currency which could be purchased
         with the amount of the second currency at the spot rate of exchange
         quoted by the Agent at or about 11.00 a.m. on such date for the
         purchase of the first currency with the second currency;



                                     - 31 -
<PAGE>   35


a "HOLDING COMPANY" of a company or corporation shall be construed as a
reference to any company or corporation of which the first-mentioned company or
corporation is a subsidiary;

"INDEBTEDNESS" shall be construed so as to include any obligation (whether
incurred as principal or as surety) for the payment or repayment of money,
whether present or future, actual or contingent;

a "LAW" shall be construed as any law (including common or customary law),
statute, constitution, decree, judgment, treaty, regulation, directive, bye-law,
order or any other legislative measure of any government, supranational, local
government, statutory or regulatory body or court;

a "MONTH" is a reference to a period starting on one day in a calendar month and
ending on the numerically corresponding day in the next succeeding calendar
month save that:

(a)      if any such numerically corresponding day is not a Business Day, such
         period shall end on the immediately succeeding Business Day to occur in
         that next succeeding calendar month or, if none, it shall end on the
         immediately preceding Business Day; and

(b)      if there is no numerically corresponding day in that next succeeding
         calendar month, that period shall end on the last Business Day in that
         next succeeding calendar month,

(and references to "MONTHS" shall be construed accordingly);

a "PERSON" shall be construed as a reference to any person, firm, company,
corporation, government, state or agency of a state or any association or
partnership (whether or not having separate legal personality) of two or more of
the foregoing;

"REPAY" (or any derivative form thereof) shall, subject to any contrary
indication, be construed to include "PREPAY" (or, as the case may be, the
corresponding derivative form thereof) and vice versa;

a "SUBSIDIARY" of a company or corporation shall be construed as a reference to
any company or corporation:

(a)      which is controlled, directly or indirectly, by the first-mentioned
         company or corporation;

(b)      more than half the issued share capital of which is beneficially owned,
         directly or indirectly, by the first-mentioned company or corporation;
         or

(c)      which is a subsidiary of another subsidiary of the first-mentioned
         company or corporation


                                     - 32 -

<PAGE>   36


         and, for these purposes, a company or corporation shall be treated as
         being controlled by another if that other company or corporation is
         able to direct its affairs and/or to control the composition of its
         board of directors or equivalent body;

         a "SUCCESSOR" shall be construed so as to include an assignee or
         successor in title of such party and any person who under the laws of
         its jurisdiction of incorporation or domicile has assumed the rights
         and obligations of such party under this Agreement or to which, under
         such laws, such rights and obligations have been transferred;

         "TAX" shall be construed so as to include any tax, levy, impost, duty
         or other charge or withholding of a similar nature (including any
         penalty or interest payable in connection with any failure to pay or
         any delay in paying any of the same);

         "VAT" shall be construed as a reference to value added tax including
         any similar tax which may be imposed in place thereof from time to
         time;

         a "WHOLLY-OWNED SUBSIDIARY" of a company or corporation shall be
         construed as a reference to any company or corporation which has no
         other members except that other company or corporation and that other
         company's or corporation's wholly-owned subsidiaries or persons acting
         on behalf of that other company or corporation or its wholly-owned
         subsidiaries; and

         the "WINDING-UP", "DISSOLUTION" or "ADMINISTRATION" of a company or
         corporation shall be construed so as to include any equivalent or
         analogous proceedings under the law of the jurisdiction in which such
         company or corporation is incorporated or any jurisdiction in which
         such company or corporation carries on business including the seeking
         of liquidation, winding-up, reorganisation, dissolution,
         administration, arrangement, adjustment, protection or relief of
         debtors.

1.3      CURRENCY SYMBOLS

         1.3.1    "CHF" and "SWISS FRANCS" denote lawful currency of
                  Switzerland.


         1.3.2    "EURO" means the single currency of the European Union as
                  constituted by the treaty on European Union and as referred to
                  in EMU Legislation and "EURO UNIT" means the currency unit of
                  the euro as defined in the EMU Legislation.

1.4      AGREEMENTS AND STATUTES Any reference in this Agreement to:

         1.4.1    this Agreement or any other agreement or document shall be
                  construed as a reference to this Agreement or, as the case may
                  be, such other agreement or document as the same may have
                  been, or may from time to time be, amended, varied, novated or
                  supplemented; and

         1.4.2    a statute or treaty shall be construed as a reference to such
                  statute or treaty as the same may have been, or may from time
                  to time be, amended or, in the case of a statute, re-enacted.



                                     - 33 -




<PAGE>   37


1.5      HEADINGS
         Clause and Schedule headings are for ease of reference only.

1.6      TIME
         Any reference in this Agreement to a time of day shall, unless a
         contrary indication appears, be a reference to London time.

1.7      THIRD PARTY RIGHTS
         A person who is not a party to this Agreement has no right under the
         Contracts (Rights of Third Parties) Act 1999 to enforce any term of
         this Agreement.

2.       THE FACILITIES

2.1      GRANT OF THE FACILITIES
         The Banks grant to the Borrowers, upon the terms and subject to the
         conditions hereof:

         2.1.1    a Swiss Franc term loan facility in an aggregate amount of
                  CHF2,700,000,000; and

         2.1.2    a Swiss Franc revolving loan facility in an aggregate amount
                  of CHF1,400,000,000 (such facility being convertible into the
                  Term-Out Facility).

2.2      PURPOSE AND APPLICATION
         The Facilities are intended for the following purposes:

         2.2.1    the Original Term Facility is intended (a) to finance the
                  acquisition by the Principal Borrower of that part of the
                  Cablecom Business not acquired by NTL SPV Inc. and transferred
                  to the Shareholder and the Principal Borrower pursuant to the
                  Hivedown, (b) to refinance the existing indebtedness (other
                  than Permitted Financial Indebtedness) of the Borrowers and
                  (c) to finance, in an amount of up to CHF30,000,000, working
                  capital of the Borrowers;

         2.2.2    the Revolving Facility is intended to finance operating
                  expenses, working capital and other capital expenditure of the
                  Borrowers and for the Borrowers' general corporate financing
                  requirements; and

         2.2.3    the Term-Out Facility is intended to refinance Revolving
                  Advances outstanding on the Revolving Termination Date,

         and, accordingly, each Borrower shall apply all amounts raised by it
         hereunder in or towards satisfaction of the consideration for such
         acquisition, refinancings, operating expenses, working capital
         requirements, capital expenditure or (as the case may be) its general
         corporate financing requirements and none of the Finance Parties shall
         be obliged to concern themselves with such application.

2.3      CONDITIONS PRECEDENT
         Save as the Banks may otherwise agree, none of the Borrowers may
         deliver any Notice of Drawdown unless the Agent has confirmed to the
         Principal Borrower and the Banks


                                     - 34 -
<PAGE>   38


         that it has received all of the documents and other evidence listed in
         Schedule 3 (Conditions Precedent) and that each is, in form and
         substance, satisfactory to the Agent. The Agent shall notify the
         Principal Borrower and the Banks promptly upon being so satisfied.

2.4      BANKS' OBLIGATIONS SEVERAL
         The obligations of each Bank are several and the failure by a Bank to
         perform its obligations hereunder shall not affect the obligations of
         an Obligor towards any other party hereto nor shall any other party be
         liable for the failure by such Bank to perform its obligations
         hereunder.

2.5      BANKS' RIGHTS SEVERAL
         The rights of each Bank are several and any debt arising hereunder at
         any time from an Obligor to any of the other parties hereto shall be a
         separate and independent debt. Each such party shall be entitled to
         protect and enforce its individual rights arising out of this Agreement
         independently of any other party (so that it shall not be necessary for
         any party hereto to be joined as an additional party in any proceedings
         for this purpose).

3.       UTILISATION OF THE ORIGINAL TERM FACILITY

3.1      DRAWDOWN CONDITIONS FOR ORIGINAL TERM ADVANCES
         An Original Term Advance will be made by the Banks to a Borrower if:

         3.1.1    during the Notice Period, or such other period as the Agent
                  (acting on the instructions of all of the Banks) may agree,
                  the Agent has received a completed Notice of Drawdown from
                  such Borrower;

         3.1.2    the proposed date for the making of such Original Term Advance
                  is a Business Day within the Original Term Availability
                  Period;

         3.1.3    the proposed amount of such Original Term Advance is (a) (if
                  less than the Available Term Facility) an amount equal to or
                  greater than CHF50,000,000 (or such lesser amount as the
                  Principal Borrower and the Agent may agree in respect of an
                  Original Term Advance to be utilised to refinance Existing
                  Indebtedness) or (b) equal to the amount of the Available Term
                  Facility;

         3.1.4    excluding Original Term Advances utilised to refinance
                  Existing Indebtedness (the maximum number of which shall be
                  agreed between the Principal Borrower and the Agent), there
                  would not, immediately after the making of such Original Term
                  Advance, be more than four Original Term Advances outstanding;

         3.1.5    neither of the events mentioned in sub-clauses 8.1.1 and 8.1.2
                  of Clause 8.1 (Market Disruption) shall have occurred; and



                                     - 35 -
<PAGE>   39


         3.1.6    on and as of the proposed date for the making of such Original
                  Term Advance:

                  (a)      in the case of Original Term Advances made on the
                           Acquisition Date, (i) no Acquisition Event of Default
                           or Acquisition Potential Event of Default is
                           continuing and (ii) the Acquisition Repeated
                           Representations are true in all material respects; or

                  (b)      in all other cases, (i) no Event of Default or
                           Potential Event of Default is continuing and (ii) the
                           Repeated Representations are true in all material
                           respects.

3.2      EACH BANK'S PARTICIPATION IN ORIGINAL TERM ADVANCES
         Each Bank will participate through its Facility Office in each Original
         Term Advance made pursuant to Clause 3.1 (Drawdown Conditions for
         Original Term Advances) in the proportion borne by its Available Term
         Commitment to the Available Term Facility immediately prior to the
         making of that Original Term Advance.

3.3      REDUCTION OF AVAILABLE TERM COMMITMENT
         If a Bank's Available Term Commitment is reduced in accordance with the
         terms hereof after the Agent has received the Notice of Drawdown for an
         Original Term Advance and such reduction was not taken into account in
         the Available Term Facility, then the amount of that Original Term
         Advance shall be reduced accordingly.

4.       INTEREST PERIODS FOR ORIGINAL TERM ADVANCES

4.1      ORIGINAL TERM ADVANCE INTEREST PERIODS
         The period for which an Original Term Advance is outstanding shall be
         divided into successive periods each of which (other than the first,
         which shall begin on the day such Original Term Advance is made) shall
         start on the last day of the preceding such period.

4.2      ORIGINAL TERM ADVANCE INTEREST PERIOD DURATION
         The duration of each Interest Period in respect of an Original Term
         Advance shall, save as otherwise provided herein, be one, two, three or
         six months or such other period as the Agent (acting on the
         instructions of all of the Banks) may agree, in each case as the
         Borrower to which such Original Term Advance is made may during the
         Notice Period, or such other period as the Agent may agree, by written
         notice to the Agent select (or, as the case may be, request and agree),
         PROVIDED THAT:

         4.2.1    if such Borrower fails to give such notice of its selection in
                  relation to an Interest Period, the duration of that Interest
                  Period shall, subject to subclauses 4.2.2 , 4.2.3 and 4.2.4,
                  be three months;

         4.2.2    any Interest Period in respect of an Original Term Advance
                  which begins at the same time as any other Interest Period in
                  respect of an Original Term Advance borrowed by the same
                  Borrower shall end at the same time as that other Interest
                  Period;

                                     - 36 -
<PAGE>   40


         4.2.3    any Interest Period which would otherwise end during the month
                  preceding, or extend beyond, an Original Term Repayment Date
                  shall, if necessary to ensure that sufficient Original Term
                  Advances mature on that Original Term Repayment Date to allow
                  the relevant scheduled repayment of the Original Term Loan to
                  be made, be of such duration that it shall end on that
                  Original Term Repayment Date; and

         4.2.4    prior to the Syndication Date, Interest Periods shall be one
                  month or, if less, such duration necessary to end on the
                  Syndication Date or such other period as the Arrangers and the
                  Principal Borrower may agree.

4.3      CONSOLIDATION OF ORIGINAL TERM ADVANCES
         If two Interest Periods relating to Original Term Advances end at the
         same time and such Original Term Advances have been made to the same
         Borrower then, on the last day of those Interest Periods, the Original
         Term Advances to which they relate shall be consolidated into and
         treated as a single Original Term Advance.

4.4      DIVISION OF ORIGINAL TERM ADVANCES
         The Borrower to which an Original Term Advance is made may, by not less
         than five Business Days' prior written notice to the Agent, direct that
         such Original Term Advance shall, at the beginning of any Interest
         Period relating thereto, be divided into (and thereafter, save as
         otherwise provided herein, treated in all respects as) two or more
         Original Term Advances in such amounts (in aggregate, equalling the
         amount of the Original Term Advance being so divided) as shall be
         specified by such Borrower in such notice, PROVIDED THAT such Borrower
         shall not be entitled to make such a direction if:

         4.4.1    as a result of so doing, there would, excluding Original Term
                  Advances utilised to refinance Existing Indebtedness, be more
                  than four outstanding Original Term Advances; or

         4.4.2    any Original Term Advance thereby coming into existence would
                  be of an amount less than CHF50,000,000.

5.       PAYMENT AND CALCULATION OF INTEREST ON ORIGINAL TERM ADVANCES

5.1      PAYMENT OF INTEREST
         On the last day of each Interest Period of an Original Term Advance
         (and, if the duration of an Interest Period exceeds six months, on the
         expiry of each period of six months during such Interest Period) the
         Borrower to whom such Original Term Advance has been made shall pay
         accrued interest on such Original Term Advance.

5.2      CALCULATION OF INTEREST
         The rate of interest applicable to an Original Term Advance from time
         to time during an Interest Period relating thereto shall be the rate
         per annum which is the sum of:

         5.2.1    the Margin at such time;

                                     - 37 -

<PAGE>   41



         5.2.2    the Mandatory Cost Rate; and

         5.2.3    LIBOR.

5.3      MARGIN RATCHET
         From the date of this Agreement until the date 12 months after the
         Acquisition Date, the Margin will be 2.50 per cent. per annum.
         Thereafter, in accordance with the provisions of Clause 5.4 (Margin
         Changes) and subject to Clause 5.5 (Default Margin), the Margin shall
         be the percentage rate per annum determined by the ratio of Senior Debt
         to Annualised EBITDA in respect of the most recent Financial Quarter in
         accordance with the table set out below.

<TABLE>
<CAPTION>
RATIO OF SENIOR DEBT TO ANNUALISED                        MARGIN
EBITDA                                                    (PER CENT. PER ANNUM)
----------------------------------                        ---------------------
<S>                                                       <C>
Greater than 6.0:1                                        2.50
Equal to or less than 6.0:1 but greater than 5.0:1        2.00
Equal to or less than 5.0:1 but greater than 4.0:1        1.75
Equal to or less than 4.0:1 but greater than 3.0:1        1.25
Equal to or less than 3.0:1                               0.75
</TABLE>


5.4      MARGIN CHANGES
         Any reduction or increase to the Margin provided for by Clause 5.3
         (Margin Ratchet) shall take effect in relation to all existing Advances
         and future Advances, in each case with effect from the date the Agent
         receives the Principal Borrower's Compliance Certificate in accordance
         with Clause 20.4 (Compliance Certificates) for its most recent
         Financial Quarter. Any change in the Margin applicable to an existing
         Advance shall only relate to the remainder of the current Interest
         Period or Term of such an Advance.

5.5      DEFAULT MARGIN
         The Margin shall be 2.50 per cent. per annum from the date determined
         by the Agent (acting reasonably) (in writing) as being the date on
         which an Event of Default or Potential Event of Default has occurred or
         come into existence until the date specified by the Agent (in writing)
         as being the date on which it has been demonstrated to its satisfaction
         (acting reasonably) that such Event of Default or Potential Event of
         Default is no longer continuing. The Agent shall promptly notify the
         other parties hereto of any determination that an Event of Default or
         Potential Event of Default has occurred or exists or, as the case may
         be, that it has been demonstrated to its reasonable satisfaction that
         such is no longer continuing.

                                     - 38 -


<PAGE>   42

6.       UTILISATION OF THE REVOLVING FACILITY

6.1      DRAWDOWN CONDITIONS FOR REVOLVING ADVANCES

         A Revolving Advance will be made by the Banks to a Borrower if:

         6.1.1    the Available Term Facility is or will be, at the proposed
                  date for the making of such Revolving Advance, zero;

         6.1.2    during the Notice Period the Agent has received a completed
                  Notice of Drawdown from such Borrower;

         6.1.3    the proposed date for the making of such Revolving Advance is
                  a Business Day falling one month or more before the Revolving
                  Termination Date;

         6.1.4    the proposed date for the making of such Revolving Advance is
                  not less than five Business Days after the date upon which the
                  previous Revolving Advance (if any) was made;

         6.1.5    the proposed amount of such Revolving Advance is (a) if less
                  than the Available Revolving Facility an amount equal to or
                  greater than CHF50,000,000 or (b) equal to the amount of the
                  Available Revolving Facility;

         6.1.6    there would not, immediately after the making of such
                  Revolving Advance, be more than six Revolving Advances
                  outstanding;

         6.1.7    (save in relation to a Rollover Advance) the Principal
                  Borrower provides the Agent with a certificate signed by an
                  Authorised Signatory of the Principal Borrower, confirming
                  (and setting out the calculations enabling such a confirmation
                  to be given) that:

                  (a)      in respect of such a proposed Revolving Advance to be
                           made before the consolidated financial statements of
                           the Restricted Group for the Financial Quarter ended
                           on 30 June 2000 have been delivered to the Agent, the
                           ratio of Senior Debt of the Restricted Group to
                           Annualised EBITDA of the Restricted Group will be no
                           greater than 20.00:1 (where Senior Debt is calculated
                           as at the Acquisition Date, immediately following the
                           completion of the Acquisition and adjusted to take
                           any outstanding Advances and the proposed Revolving
                           Advance into account, and Annualised EBITDA is
                           calculated in accordance with paragraph (a) of the
                           definition thereof);

                  (b)      in respect of a proposed Revolving Advance to be made
                           after the consolidated financial statements of the
                           Restricted Group for the Financial Quarter ended on
                           30 June 2000 have been delivered to the Agent, having
                           adjusted the last consolidated financial statements
                           of the Restricted Group delivered to the Agent
                           pursuant to Clause 20.2 (Quarterly Statements) to
                           take the proposed Revolving Advance into account, the
                           ratio of Senior Debt of the Restricted Group to
                           Annualised

                                     - 39 -


<PAGE>   43


                           EBITDA of the Restricted Group applicable at the
                           immediately preceding Quarter Date (as specified in
                           sub-clause 21.1.1 of Clause 21 (Financial Condition))
                           will continue to be satisfied;

                  (c)      in respect of a proposed Revolving Advance to be made
                           on or after 30 June 2001, having adjusted the
                           Consolidated Finance Charges of the Restricted Group
                           for the Relevant Period ended on the last Quarter
                           Date to include the interest that would have been
                           payable on the proposed Revolving Advance had it been
                           outstanding throughout such a Relevant Period, the
                           ratio of the Consolidated Finance Charges of the
                           Restricted Group to EBITDA applicable at the
                           immediately preceding Quarter Date (as specified in
                           sub-clause 21.1.2 of Clause 21 (Financial Condition))
                           will continue to be satisfied; and

                  (d)      in respect of such a Revolving Advance to be made on
                           or after 31 March 2003, having made the adjustment to
                           the Consolidated Finance Charges of the Restricted
                           Group referred to in paragraph (c) above for the
                           Relevant Period ended on the last Quarter Date, the
                           ratio of Annualised EBITDA to Consolidated Pro Forma
                           Debt Service applicable at the immediately preceding
                           Quarter Date (as specified in sub-clause 21.1.3 of
                           Clause 21 (Financial Condition)) will continue to be
                           satisfied;

         6.1.8    the proposed Term of the Revolving Advance requested is a
                  period of one, two, three or six months or such other period
                  as the Agent (acting on the instructions of all of the Banks)
                  may agree in each case ending on or before the Revolving
                  Termination Date PROVIDED THAT prior to the Syndication Date
                  only periods of one month (or, if less, such duration
                  necessary to ensure that such Term shall end on the
                  Syndication Date) or such other period specified by the
                  Arrangers may be requested;

         6.1.9    (save in relation to a Rollover Advance) neither of the events
                  mentioned in sub-clauses 8.1.1 and 8.1.2 of Clause 8.1
                  (Market Disruption) shall have occurred; and

         6.1.10   on and as of the proposed date for the making of such
                  Revolving Advance:

                  (a)      (save in relation to a Rollover Advance) no Event of
                           Default or Potential Event of Default is continuing;
                           and

                  (b)      the Repeated Representations are true in all material
                           respects.

6.2      EACH BANK'S PARTICIPATION IN REVOLVING ADVANCES
         Each Bank will participate through its Facility Office in each
         Revolving Advance made pursuant to this Clause 6 in the proportion
         borne by its Available Revolving Commitment to the Available Revolving
         Facility immediately prior to the making of that Revolving Advance.


                                     - 40 -

<PAGE>   44


6.3      REDUCTION OF AVAILABLE REVOLVING COMMITMENT
         If a Bank's Revolving Commitment is reduced in accordance with the
         terms hereof after the Agent has received the Notice of Drawdown for a
         Revolving Advance and such reduction was not taken into account in the
         Available Revolving Facility, then the amount of that Revolving Advance
         shall be reduced accordingly.

7.       PAYMENT AND CALCULATION OF INTEREST ON REVOLVING ADVANCES

7.1      PAYMENT OF INTEREST
         On the Repayment Date relating to each Revolving Advance and, if the
         Term of such Revolving Advance exceeds six months, on the expiry of
         each period of six months during such Term, the Borrower to whom such
         Revolving Advance has been made shall pay accrued interest on that
         Revolving Advance.

7.2      CALCULATION OF INTEREST
         The rate of interest applicable to a Revolving Advance from time to
         time during its Term shall be the rate per annum which is the sum of:

         7.2.1    the Margin at such time;

         7.2.2    the Mandatory Cost Rate; and

         7.2.3    LIBOR.

7.3      MARGIN
         The Margin for Revolving Advances shall be determined in accordance
         with Clause 5.3 (Margin Ratchet) to Clause 5.5 (Default Margin).

8.       MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES

8.1      MARKET DISRUPTION
         If, in relation to any Advance:

         8.1.1    LIBOR is to be determined by reference to Reference Banks and
                  at or about 11.00 a.m. on the Quotation Date for the relevant
                  Interest Period or Term none or only one of the Reference
                  Banks supplies a rate for the purpose of determining LIBOR for
                  the relevant Interest Period or Term; or

         8.1.2    before the close of business in London on the Quotation Date
                  for such Advance the Agent has been notified by a Bank or each
                  of a group of Banks to whom in aggregate fifty per cent. or
                  more of such Advance is owed (or, in the case of an undrawn
                  Advance, if made, would be owed) that the LIBOR rate does not
                  accurately reflect the cost of funding its participation in
                  such Advance,

         then, the Agent shall notify the Principal Borrower, the relevant
         Borrower and the Banks of such event and, notwithstanding anything to
         the contrary in this Agreement, Clause 8.2 (Substitute Interest Period
         and Interest Rate) shall apply to such Advance (if it is a Term Advance
         which is already outstanding or a Rollover Advance). If sub-


                                     - 41 -

<PAGE>   45


         clause 8.1.1 or 8.1.2 applies to a proposed Advance (other than a
         Rollover Advance), such Advance shall not be made.

8.2      SUBSTITUTE INTEREST PERIOD AND INTEREST RATE
         If sub-clause 8.1.1 of Clause 8.1 (Market Disruption) applies to an
         Advance, the duration of the relevant Interest Period or Term shall be
         one month or, if less, such that it shall end on the next succeeding
         Original Term Repayment Date (in the case of an Original Term Advance),
         the next succeeding Term-Out Repayment Date (in the case of a Term-Out
         Advance) or the Revolving Termination Date (in the case of a Rollover
         Advance). If either sub-clause 8.1.1 or 8.1.2 of Clause 8.1 (Market
         Disruption) applies to an Advance, the rate of interest applicable to
         each Bank's portion of such Advance during the relevant Interest Period
         or Term shall (subject to any agreement reached pursuant to Clause 8.3
         (Alternative Rate)) be the rate per annum which is the sum of:

         8.2.1    the Margin at such time;

         8.2.2    the Mandatory Cost Rate; and

         8.2.3    the rate per annum notified to the Agent by such Bank before
                  the last day of such Interest Period or Term to be that which
                  expresses as a percentage rate per annum the cost to such Bank
                  of funding from whatever sources it may reasonably select its
                  portion of such Advance during such Interest Period or Term.

8.3      ALTERNATIVE RATE
         If either of those events mentioned in sub-clauses 8.1.1 and 8.1.2 of
         Clause 8.1 (Market Disruption) occurs in relation to an Advance, then
         if the Agent or the Principal Borrower so requires, the Agent and the
         Principal Borrower shall enter into negotiations with a view to
         agreeing a substitute basis (i) for determining the rates of interest
         from time to time applicable to the Advances and/or (ii) upon which the
         Advances may be maintained (whether in Swiss Francs or some other
         currency) thereafter and any such substitute basis that is agreed shall
         take effect in accordance with its terms and be binding on each party
         hereto, PROVIDED THAT the Agent may not agree any such substitute basis
         without the prior consent of each Bank (which is not to be unreasonably
         withheld).

9.       NOTIFICATION

9.1      ADVANCES
         The Agent shall, no later than the Notification Time before the first
         day of an Interest Period or Term (or, in respect of Original Term
         Advances to be made on the Acquisition Date, no later than the
         Acquisition Date) notify each Bank of:

         9.1.1    the Facility that is to be utilised and the name of the
                  Borrower;

         9.1.2    the proposed amount of the relevant Advance;


                                     - 42 -

<PAGE>   46


         9.1.3    the proposed length of the relevant Interest Period or Term;
                  and

         9.1.4    the aggregate principal amount of the relevant Advance
                  allocated to such Bank pursuant to Clause 3.2 (Each Bank's
                  Participation in Original Term Advances), Clause 6.2 (Each
                  Bank's Participation in Revolving Advances) or Clause 11.3
                  (Each Bank's Participation in Term-Out Advances).

9.2      INTEREST RATE DETERMINATION
         The Agent shall promptly notify the relevant Borrower and the Banks of
         each determination of LIBOR, the Mandatory Cost Rate and the Margin.

9.3      CHANGES TO ADVANCES OR INTEREST RATES
         The Agent shall promptly notify the relevant Borrower and the Banks of
         any change to (a) the proposed length of an Interest Period or Term or
         (b) any interest rate occasioned by the operation of Clause 8 (Market
         Disruption and Alternative Interest Rates).

10.      REPAYMENT OF THE ORIGINAL TERM FACILITY

10.1     ORIGINAL TERM LOAN REPAYMENT INSTALMENTS
         The Principal Borrower shall procure (and each Borrower which has drawn
         an Original Term Advance shall repay its share of the Original Term
         Loan in order to ensure) that the Original Term Loan is repaid in
         instalments on each Original Term Repayment Date set out in the table
         below. The amount to be repaid shall be equal to the percentage of the
         Original Term Loan as at the close of business in London on the last
         day of the Original Term Availability Period as set out in the table
         below.

<TABLE>
<CAPTION>
ORIGINAL TERM                PERCENTAGE OF ORIGINAL       ORIGINAL TERM           PERCENTAGE OF ORIGINAL
REPAYMENT DATE               TERM LOAN (%)                REPAYMENT DATE          TERM LOAN (%)
--------------               ----------------------       ---------------         ----------------------
<S>                          <C>                          <C>                     <C>
31 March 2004                1.0                          30 September 2007       4.5
30 June 2004                 1.0                          31 December 2007        4.5
30 September 2004            1.0                          31 March 2008           5.5
31 December 2004             1.0                          30 June 2008            5.5
31 March 2005                1.75                         30 September 2008       5.5
30 June 2005                 1.75                         31 December 2008        5.5
30 September 2005            1.75                         31 March 2009           6.25
31 December 2005             1.75                         30 June 2009            6.25
31 March 2006                3.75                         30 September 2009       6.25
30 June 2006                 3.75                         31 December 2009        6.25
30 September 2006            3.75                         31 March 2010           9.0
31 December 2006             3.75
31 March 2007                4.5
30 June 2007                 4.5                          Total                   100%
</TABLE>


10.2     SELECTION OF ORIGINAL TERM ADVANCES
         If, in relation to an Original Term Repayment Date, the aggregate
         amount of the Original Term Advances exceeds the amount of the Original
         Term Loan to be repaid, the Principal Borrower (on its own behalf and
         on behalf of each other Borrower to whom an Original Term Advance has
         been made) may, by not less than three Business

                                     - 43 -
<PAGE>   47

         Days' prior notice to the Agent, select which of those Original Term
         Advances will be wholly or partially repaid, PROVIDED THAT:

         10.2.1   the Principal Borrower may not make any such selection if, as
                  a result, more than one such Original Term Advance would fall
                  to be partially repaid; and

         10.2.2   if the Principal Borrower fails to give such notice, the Agent
                  shall select the Original Term Advances to be wholly or
                  partially repaid

11.      REPAYMENT OF THE REVOLVING FACILITY AND TERM-OUT OPTION

11.1     REPAYMENT OF REVOLVING ADVANCES
         Each Borrower to which a Revolving Advance has been made shall repay
         the Revolving Advance made to it in full on the Repayment Date relating
         thereto.

11.2     CONVERSION OF REVOLVING ADVANCES
         Each Revolving Advance which is not repaid on the Revolving Termination
         Date shall automatically be converted into a Term-Out Advance under the
         Term-Out Facility repayable in accordance with Clause 11.10 (Term-Out
         Loan Repayment Instalments). On the Revolving Termination Date the
         Available Revolving Commitment of each Bank shall be cancelled and
         reduced to zero.

11.3     EACH BANK'S PARTICIPATION IN TERM-OUT ADVANCES
         Each Bank will participate through its Facility Office in each Term-Out
         Advance in an amount equal to its participation in the Revolving
         Advance(s) so converted.

11.4     TERM-OUT ADVANCE INTEREST PERIODS
         The period for which a Term-Out Advance is outstanding shall be divided
         into successive periods each of which (other than the first, which
         shall begin on the Revolving Termination Date) shall start on the last
         day of the preceding such period.

11.5     TERM-OUT ADVANCE INTEREST PERIOD DURATION
         The duration of each Interest Period in respect of a Term-Out Advance
         shall, save as otherwise provided herein, be one, two, three or six
         months or such other period as the Agent (acting on the instructions of
         all of the Banks) may agree, in each case as the Borrower to which such
         Term-Out Advance is made may during the Notice Period by written notice
         to the Agent select (or, as the case may be, request and agree)
         PROVIDED THAT:

         11.5.1   if such Borrower fails to give such notice of its selection in
                  relation to an Interest Period, the duration of that Interest
                  Period shall, subject to subclauses 11.5.2 and 11.5.3, be
                  three months;

         11.5.2   any Interest Period which begins at the same time as any other
                  Interest Period and relates to a Term-Out Advance borrowed by
                  the same Borrower shall end at the same time as that other
                  Interest Period; and

         11.5.3   any Interest Period which would otherwise end during the month
                  preceding, or extend beyond, a Term-Out Repayment Date shall,
                  if necessary to ensure that


                                     - 44 -

<PAGE>   48


                  sufficient Term-Out Advances mature on that Term-Out Repayment
                  Date to allow the relevant scheduled repayment of the Term-Out
                  Loan to be made, be of such duration that it shall end on that
                  Term-Out Repayment Date.

11.6     CONSOLIDATION OF TERM-OUT ADVANCES
         If two or more Interest Periods relating to Term-Out Advances end at
         the same time and are made to the same Borrower, then, on the last day
         of those Interest Periods, the Term-Out Advances to which they relate
         shall be consolidated into and treated as a single Term-Out Advance.

11.7     DIVISION OF TERM-OUT ADVANCES
         The Borrower to which a Term-Out Advance is made may, by not less than
         three Business Day's prior notice to the Agent, direct that such
         Term-Out Advance shall, at the beginning of any Interest Period
         relating thereto, be divided into (and thereafter, save as otherwise
         provided herein, treated in all respects as) two or more Term-Out
         Advances in such amounts (in aggregate, equalling the amount of the
         Term-Out Advance being so divided) as shall be specified by such
         Borrower in such notice, PROVIDED THAT such Borrower shall not be
         entitled to make such a direction if:

         11.7.1   as a result of so doing, there would be more than six
                  outstanding Term-Out Advances; or

         11.7.2   any Term-Out Advance thereby coming into existence would be of
                  an amount of less than CHF50,000,000.

11.8     PAYMENT OF INTEREST
         On the last day of each Interest Period of a Term-Out Advance (and, if
         the duration of an Interest Period exceeds six months, on the expiry of
         each period of six months during such Interest Period) the Borrower to
         whom such Term-Out Advance has been made shall pay accrued interest on
         such Term-Out Advance.

11.9     CALCULATION OF INTEREST
         The rate of interest applicable to a Term-Out Advance from time to time
         during an Interest Period relating thereto shall be the rate per annum
         which is the sum of:

         11.9.1   the Margin at such time;

         11.9.2   the Mandatory Cost Rate; and

         11.9.3   LIBOR.

         The Margin for Term-Out Advances shall be determined in accordance with
         Clause 5.3 (Margin Ratchet) to Clause 5.5 (Default Margin).

11.10    TERM-OUT LOAN REPAYMENT INSTALMENTS
         The Principal Borrower shall procure (and each Borrower which has drawn
         a Term-Out Advance shall repay its share of the Term-Out Loan in order
         to ensure) that the Term-Out Loan is repaid in instalments on each
         Term-Out Repayment Date set out in the table below. The amount to be
         repaid shall be equal to the percentage of the Term-

                                     - 45 -
<PAGE>   49

         Out Loan as at the close of business in London on the Revolving
         Termination Date as set out in the table below.

<TABLE>
<CAPTION>
TERM-OUT REPAYMENT             PERCENTAGE OF TERM-OUT      TERM-OUT REPAYMENT      PERCENTAGE OF TERM-OUT
DATE                           LOAN (%)                    DATE                    LOAN (%)
------------------             ----------------------      ------------------      ----------------------
<S>                            <C>                         <C>                     <C>
31 March 2004                  1.0                         30 September 2007       4.5
30 June 2004                   1.0                         31 December 2007        4.5
30 September 2004              1.0                         31 March 2008           5.5
31 December 2004               1.0                         30 June 2008            5.5
31 March 2005                  1.75                        30 September 2008       5.5
30 June 2005                   1.75                        31 December 2008        5.5
30 September 2005              1.75                        31 March 2009           6.25
31 December 2005               1.75                        30 June 2009            6.25
31 March 2006                  3.75                        30 September 2009       6.25
30 June 2006                   3.75                        31 December 2009        6.25
30 September 2006              3.75                        31 March 2010           9.0
31 December 2006               3.75
31 March 2007                  4.5
30 June 2007                   4.5                         Total                   100%
</TABLE>


11.11    SELECTION OF TERM-OUT ADVANCES
         If, in relation to a Term-Out Repayment Date, the aggregate amount of
         the Term-Out Advances exceeds the amount of the Term-Out Loan to be
         repaid, the Principal Borrower (on its own behalf and on behalf of each
         other Borrower to whom a Term-Out Advance has been made) may, by not
         less than three Business Days' prior notice to the Agent, select which
         of those Term-Out Advances will be wholly or partially repaid, provided
         that:

         11.11.1  the Principal Borrower may not make any such selection if, as
                  a result, more than one such Term-Out Advance would fall to be
                  partially repaid; and

         11.11.2  if the Principal Borrower fails to give such notice, the Agent
                  shall select the Term-Out Advance to be wholly or partially
                  repaid.

12.      CANCELLATION AND PREPAYMENT

12.1     CANCELLATION OF THE ORIGINAL TERM FACILITY
         The Principal Borrower may, by giving to the Agent not less than five
         Business Days' prior written notice to that effect, cancel the whole or
         any part (being an amount equal to or greater than CHF50,000,000) of
         the Available Term Facility. Any such cancellation shall reduce the
         Term Commitments of the Banks rateably.

12.2     PREPAYMENT OF THE ORIGINAL TERM LOAN
         Subject to the provisions of Clause 27.4 (Break Costs), the Borrower to
         which an Original Term Advance has been made may, if it has given to
         the Agent not less than five Business Days' prior written notice to
         that effect, prepay the whole of any Original Term Advance or any part
         of any Original Term Advance (being an amount equal to or greater than
         CHF50,000,000) at any time after the last day of the Original Term
         Availability Period. Any prepayment so made after the last day of the
         Original Term Availability Period shall reduce pro rata the remaining
         Original Term Loan repayment

                                     - 46 -

<PAGE>   50

         instalments the Borrowers are obliged to make in accordance with Clause
         10.1 (Original Term Loan Repayment Instalments).

12.3     PREPAYMENT OF THE TERM-OUT LOAN
         Subject to the provisions of Clause 27.4 (Break Costs), the Borrower to
         which a Term-Out Advance has been made may, if it has given to the
         Agent not less than five Business Days' prior written notice to that
         effect, prepay the whole of any Term-Out Advance or any part of any
         Term-Out Advance (being an amount equal to or greater than
         CHF50,000,000). Any prepayment so made shall reduce pro rata the
         remaining Term-Out Loan repayment instalments the Borrowers are obliged
         to make in accordance with Clause 11.10 (Term-Out Loan Repayment
         Instalments).

12.4     CANCELLATION OF THE REVOLVING FACILITY
         The Principal Borrower may, by giving to the Agent not less than five
         Business Days' prior written notice to that effect, cancel the whole or
         any part (being an amount equal to or greater than CHF50,000,000) of
         the Available Revolving Facility. Any such cancellation shall reduce
         the Available Revolving Commitment and the Revolving Commitment of each
         Bank rateably.

12.5     PREPAYMENT OF THE REVOLVING LOAN
         Subject to the provisions of Clause 27.4 (Break Costs), the Borrower to
         which a Revolving Advance has been made may, by giving to the Agent not
         less than five Business Days prior written notice to that effect,
         prepay the whole or any part of a Revolving Advance (being an amount
         such that such Revolving Advance will be reduced by an amount equal to
         or greater than CHF50,000,000).

12.6     NOTICE OF CANCELLATION OR PREPAYMENT
         Any notice of cancellation or prepayment given by a Borrower pursuant
         to this Clause 12 shall be irrevocable, shall specify the date upon
         which such cancellation or prepayment is to be made and the amount of
         such cancellation or prepayment and, in the case of a notice of
         prepayment, shall oblige the relevant Borrower to make such prepayment
         on such date.

12.7     REPAYMENT OF A BANK'S SHARE OF THE LOAN
         If:

         12.7.1   any sum payable to any Bank by an Obligor is required to be
                  increased pursuant to Clause 14.1 (Tax Gross-up); or

         12.7.2   any Bank claims indemnification from the Obligors under Clause
                  14.2 (Tax Indemnity), the Agent claims indemnification from
                  the Obligors under Clause 14.2 (Tax Indemnity) in respect of
                  payment received by it and paid by it to a Bank under the
                  Finance Documents or any Bank claims indemnification from the
                  Principal Borrower under Clause 16.1 (Increased Costs); or

         12.7.3   any Bank gives notice to the Principal Borrower in accordance
                  with the provisions of Clause 14.6 (Bank Notification),


                                     - 47 -
<PAGE>   51

         the Principal Borrower may, whilst such circumstance continues, give
         the Agent at least five Business Days' prior written notice (which
         notice shall be irrevocable) of its intention to procure the repayment
         of such Bank's share of the Loan. On the last day of each then current
         Interest Period or Term, or at any other time subject to the provisions
         of Clause 27.4 (Break Costs), each Borrower to which an Advance has
         been made shall repay such Bank's portion of the Advance to which such
         Interest Period or Term relates. Any repayment of an Original Term
         Advance so made after the last day of the Original Term Availability
         Period shall reduce pro rata the remaining obligations under Clause
         10.1 (Original Term Loan Repayment Instalments). Any repayment of a
         Term-Out Advance shall reduce pro rata the remaining obligations under
         Clause 11.10 (Term-Out Loan Repayment Instalments).

12.8     NO FURTHER ADVANCES
         A Bank for whose account a repayment is to be made under Clause 12.7
         (Repayment of a Bank's Share of the Loan) shall not be obliged to
         participate in the making of Advances on or after the date upon which
         the Agent receives the Principal Borrower's notice of its intention to
         procure the repayment of such Bank's share of the Loan, and such Bank's
         Available Term Commitment and Available Revolving Commitment shall be
         reduced to zero.

12.9     NO OTHER REPAYMENTS
         The Borrowers shall not repay all or any part of the Loan except at the
         times and in the manner expressly provided for in this Agreement.

12.10    NO REBORROWING OF THE TERM FACILITIES
         None of the Borrowers shall be entitled to reborrow any amount of a
         Term Facility which is repaid.

13.      MANDATORY PREPAYMENT

13.1     MANDATORY PREPAYMENT FROM EXCESS CASH FLOW
         The Principal Borrower shall ensure that, within ten Business Days of
         delivery of the most recent annual consolidated financial statements of
         the Restricted Group pursuant to Clause 20.1 (Annual Statements) (and
         commencing with the financial statements delivered in respect of the
         financial year ended 31 December 2003), 50 per cent. of Excess Cash
         Flow for the financial year to which such financial statements relate
         is paid to the Agent and applied in repayment of the Loan in accordance
         with Clause 13.5 (Application of Proceeds), unless the ratio of Senior
         Debt to EBITDA for that financial year is less than 3.0:1.

13.2     MANDATORY PREPAYMENT FROM ASSET DISPOSALS
         The Principal Borrower shall ensure that the net proceeds of any
         disposal of any asset by any member of the Restricted Group, where such
         a disposal falls within paragraph (f)(A) of the definition of
         "Permitted Disposals", are paid to the Agent and applied in repayment
         of the Loan in accordance with Clause 13.5 (Application of Proceeds)
         unless the Principal Borrower can show to the satisfaction of the Agent
         (acting reasonably) that:

                                     - 48 -
<PAGE>   52


         13.2.1   such disposal was on arms' length terms and the net proceeds
                  are to be reinvested in similar assets of a comparable or
                  superior quality located in Switzerland or applied towards the
                  Restricted Group's capital expenditure within a period of 365
                  days from the date of receipt of such net disposal proceeds by
                  the relevant member of the Restricted Group; or

         13.2.2   such net disposal proceeds, when aggregated with the net
                  disposal proceeds received by members of the Restricted Group
                  in respect of disposals falling within paragraph f(A) of the
                  definition of "Permitted Disposals" made in the immediately
                  preceding twelve month period (other than (i) disposals in
                  respect of which the net proceeds have been or are to be
                  applied in repayment of the Loan in accordance with Clause
                  13.5 (Application of Proceeds) or of which the net proceeds
                  have otherwise been applied in repayment of the Loan in
                  accordance with this Agreement and (ii) disposals in respect
                  of which the net proceeds have been applied or are to be
                  applied in accordance with subclause 13.2.1), do not exceed
                  CHF15,000,000 or its equivalent.

         The Principal Borrower shall procure that, where the aggregate of the
         net proceeds from disposals falling within sub-clause 13.2.1 exceed
         CHF15,000,000, the net proceeds in excess thereof are deposited in the
         Escrow Account. The member of the Restricted Group that disposed of the
         relevant assets shall be entitled, during the 365 day period commencing
         with the receipt of such proceeds of disposal into the Escrow Account,
         to withdraw sums from the Escrow Account only to the extent that it is
         reasonably able to demonstrate that such sums will be reinvested or
         applied in accordance with the provisions of sub-clause 13.2.1. Any
         sums not so withdrawn during such 365 day period shall thereafter be
         paid to the Agent and applied in repayment of the Loan in accordance
         with Clause 13.5 (Application of Proceeds).

13.3     MANDATORY PREPAYMENT FROM ACQUISITION RECOVERY PROCEEDS
         The Principal Borrower and Shareholder shall ensure that Acquisition
         Recovery Proceeds received by the Shareholder or any member of the
         Restricted Group, above an aggregate minimum threshold of Acquisition
         Recovery Proceeds of CHF20,000,000 (the "MINIMUM THRESHOLD"), are paid
         to the Agent and applied in repayment of the Loan in accordance with
         Clause 13.5 (Application of Proceeds) unless the Principal Borrower can
         show to the satisfaction of the Agent (acting reasonably) that:

         13.3.1   the first CHF130,000,000 aggregate amount of Acquisition
                  Recovery Proceeds received above the Minimum Threshold have
                  been, or will promptly upon receipt be, deposited in the
                  Escrow Account in accordance with the provisions of Clause
                  13.4 (Payment of Acquisition Recovery Proceeds into Escrow
                  Account); and

         13.3.2   all Acquisition Recovery Proceeds falling within sub-clause
                  13.3.1 are to be applied towards an Acquisition Remedy within
                  a period of 365 days from the date of receipt of such
                  Acquisition Recovery Proceeds by the Shareholder or the
                  relevant member of the Restricted Group.


                                     - 49 -

<PAGE>   53


         Any Acquisition Recovery Proceeds received above the first
         CHF150,000,000 aggregate amount of Acquisition Recovery Proceeds shall
         be paid to the Agent and applied in repayment of the Loan in accordance
         with Clause 13.5 (Application of Proceeds).

13.4     PAYMENT OF ACQUISITION RECOVERY PROCEEDS INTO ESCROW ACCOUNT
         The Principal Borrower and Shareholder shall ensure that any
         Acquisition Recovery Proceeds to be applied towards an Acquisition
         Remedy in accordance with sub-clause 13.3.2 of Clause 13.3 (Mandatory
         Prepayment from Acquisition Recovery Proceeds) are deposited in the
         Escrow Account. The Shareholder or the relevant member of the
         Restricted Group that received the Acquisition Recovery Proceeds shall
         be entitled, during the aforementioned 365 day period, to withdraw sums
         from the Escrow Account only to the extent that it is reasonably able
         to demonstrate that such sums will be applied towards an Acquisition
         Remedy. Any sums not so withdrawn during such 365 day period shall
         thereafter be paid to the Agent and applied in repayment of the Loan in
         accordance with Clause 13.5 (Application of Proceeds).

13.5     APPLICATION OF PROCEEDS
         13.5.1   Any amounts paid to the Agent in accordance with Clause 13.1
                  (Mandatory Prepayment from Excess Cash Flow) to Clause 13.4
                  (Payment of Acquisition Recovery Proceeds into Escrow Account)
                  shall be retained in the Escrow Account for application on one
                  or more Repayment Dates or the last day of Interest Periods in
                  respect of Original Term Advances or Term-Out Advances, as the
                  case may be, until such time as such amounts have been applied
                  in full in repayment of the Loan in accordance with this
                  Clause 13.5.

         13.5.2   Subject to sub-clause 13.5.3 below, any amounts paid to the
                  Agent in accordance with Clause 13.1 (Mandatory Prepayment
                  from Excess Cash Flow) to Clause 13.4 (Payment of Acquisition
                  Recovery Proceeds into Escrow Account) shall, on the dates
                  indicated in sub-clause 13.5.1 above, be applied as follows:

                  (a)      prior to the Revolving Termination Date, (i) first,
                           in prepayment of the Original Term Loan (satisfying
                           pro rata the obligations under Clause 10.1 (Original
                           Term Loan Repayment Instalments)) and, if such a
                           prepayment is made prior to the last day of the
                           Original Term Availability Period, together with a
                           corresponding cancellation of the Available Term
                           Facility, (ii) secondly, in prepayment of the
                           Revolving Loan (and a corresponding cancellation of
                           the Available Revolving Facility), in an amount equal
                           to the balance not applied in accordance with (i)
                           above and (iii) thirdly, if any excess remains
                           thereafter, in payment of such excess to the relevant
                           member of the Group and in cancellation of the
                           remaining Available Revolving Facility by an equal
                           amount, in each case in accordance with the
                           provisions of Clause 12 (Cancellation and
                           Prepayment); and


                                     - 50 -

<PAGE>   54


                  (b)      after the Revolving Termination Date, (i) first, in
                           prepayment of the Original Term Loan (satisfying pro
                           rata the obligations under Clause 10.1 (Original Term
                           Loan Repayment Instalments)), (ii) secondly, in
                           prepayment of the Term-Out Loan (satisfying pro rata
                           the obligations under Clause 11.10 (Term-Out Loan
                           Repayment Instalments)) and (iii) thirdly, if any
                           excess remains thereafter, in payment of such excess
                           to the relevant member of the Group.

         13.5.3   If the application of such amounts received by the Agent would
                  at any time amount to an unlawful distribution by a member of
                  the Restricted Group to its shareholders and such amounts
                  cannot otherwise be lent by the member of the Restricted Group
                  entitled to such amounts to sufficient Borrowers to allow the
                  requirements of this Clause 13 to be satisfied, then the Agent
                  will retain any monies which cannot be applied in accordance
                  with this Clause 13 in the Escrow Account until such time that
                  those monies can be so applied or all amounts outstanding
                  under the Finance Documents have been repaid in full.

13.6     MANDATORY PREPAYMENT DUE TO CHANGE IN CONTROL
13.6.1   If any person, or group of persons acting in concert, which does not at
         the date hereof have control of the Parent or, after the acquisition of
         the Parent by NTL Holdings Inc., of NTL Holdings Inc. acquires control
         of the Parent or, after the aforementioned acquisition, of NTL Holdings
         Inc.:

                  (a)      the Principal Borrower shall give notice of that
                           event to the Agent promptly upon becoming aware
                           thereof;

                  (b)      if the Agent (acting on the instructions of an
                           Instructing Group) gives notice to such effect, the
                           Available Term Commitment (if any) and the Available
                           Revolving Commitment (if any) of each Bank shall
                           immediately be cancelled and reduced to zero; and

                  (c)      if the Agent (acting on the instructions of an
                           Instructing Group) gives notice to such effect, the
                           Loan shall become immediately due and payable and
                           shall be repaid by the relevant Borrowers together
                           with accrued interest and all other amounts payable
                           by the Borrowers under the Finance Documents within
                           seven days of the date of such notice.

         13.6.2   For the purpose of this Clause 13.6:

                  "CONTROL" means:

                  (a)      the power (whether by way of ownership of shares,
                           proxy, contract, agency or otherwise) to:

                           (i)      cast, or control the casting of, more than
                                    one-half of the maximum number of votes that
                                    might be cast at a general meeting of the
                                    Parent or, as the case may be, NTL Holdings
                                    Inc.; or


                                     - 51 -

<PAGE>   55


                           (ii)     appoint or remove all, or the majority, of
                                    the directors or other equivalent officers
                                    of the Parent or, as the case may be, NTL
                                    Holdings Inc.; or

                           (iii)    give directions with respect to the
                                    operating and financial policies of the
                                    Parent or, as the case may be, NTL Holdings
                                    Inc. which the directors or other equivalent
                                    officers of the Parent or, as the case may
                                    be, NTL Holdings Inc. are obliged to comply
                                    with; or

                  (b)      the holding of more than one-half of the issued share
                           capital of the Parent or, as the case may be, NTL
                           Holdings Inc. (excluding any part of that issued
                           share capital that carries no voting rights or right
                           to participate beyond a specified amount in a
                           distribution of either profits or capital).

                  "ACTING IN CONCERT" means, a group of persons who, pursuant to
                  an agreement or understanding (whether formal or informal),
                  actively co-operate, through the acquisition by any of them,
                  either directly or indirectly, of shares in the Parent or NTL
                  Holdings Inc., to obtain or consolidate control of the Parent
                  or, as the case may be, NTL Holdings Inc.

         13.6.3   This Clause 13.6 will not apply, and the Available Commitments
                  will not be cancelled and the Loan will not become due and
                  payable, in the event that France Telecom S.A. or any of its
                  affiliates acquires control of either the Parent or, after the
                  acquisition of the Parent by NTL Holdings Inc., of NTL
                  Holdings Inc.

14.      TAXES

14.1     TAX GROSS-UP
         All payments to be made by an Obligor to any Bank under the Finance
         Documents shall be made free and clear of and without deduction for or
         on account of tax unless such Obligor is required to make such a
         payment subject to the deduction or withholding of tax, in which case
         the sum payable by such Obligor (in respect of which such deduction or
         withholding is required to be made) shall, subject to Clause 24.10
         (Swiss Withholding Tax) and Clause 14.5 (Excluded Claims), be increased
         to the extent necessary to ensure that such Bank receives a sum net of
         any deduction or withholding equal to the sum which it would have
         received had no such deduction or withholding been made or required to
         be made.

14.2     TAX INDEMNITY
         Without prejudice to Clause 14.1 (Tax Gross-up) but subject to Clause
         24.10 (Swiss Withholding Tax), if the Agent or (as a result of the
         introduction of, or change in or in the interpretation, administration
         or application of, any law or regulation or order or governmental rule
         or double taxation agreement or any published practice or concession of
         any relevant taxing authority after the date hereof) an Obligor or any
         Bank (a) is required to make any payment of or on account of tax on or
         in relation to


                                     - 52 -
<PAGE>   56

         any sum received or receivable under the Finance Documents (including
         any sum deemed for purposes of tax to be received or receivable by the
         Agent or such Bank whether or not actually received or receivable) or
         (b) has any liability in respect of any such payment asserted, imposed,
         levied or assessed against it, the Obligors (jointly and severally)
         shall, within five Business Days of demand by the Agent, promptly
         indemnify the Agent or Bank which suffers a loss or liability as a
         result against such payment or liability, together with any interest,
         penalties, costs and expenses payable or incurred in connection
         therewith, PROVIDED THAT this Clause 14.2 shall not apply to:

         14.2.1   any tax imposed on and calculated by reference to the net
                  income, profits or gains actually received or receivable by
                  the Agent or such Bank (but, for the avoidance of doubt, not
                  including any sum deemed for purposes of tax to be received or
                  receivable by the Agent or such Bank but not actually
                  receivable) by the jurisdiction in which the Agent or such
                  Bank is incorporated or, if different, the jurisdiction (or
                  jurisdictions) in which the Agent or such Bank is treated as
                  resident for tax purposes; or

         14.2.2   any tax imposed on and calculated by reference to the net
                  income, profits or gains of the Facility Office of the Agent
                  or such Bank actually received or receivable by the Agent or
                  such Bank (but, for the avoidance of doubt, not including any
                  sum deemed for purposes of tax to be received or receivable by
                  the Agent or such Bank but not actually receivable) by the
                  jurisdiction in which its Facility Office is located; or

         14.2.3   any tax imposed on the Agent, as a result of the failure by a
                  Bank to satisfy on the due date of a payment of interest
                  either of the conditions set out in subclauses 14.3.1 and
                  14.3.2 of Clause 14.3 (Banks' Tax Status Confirmation); or

         14.2.4   any tax imposed on a Bank which would not have arisen but for
                  a payment by such Bank, with reference to this Agreement and
                  in respect of sums received or receivable under the Finance
                  Documents.

14.3     BANKS' TAX STATUS CONFIRMATION
         Each Bank confirms in favour of the Agent (on the date hereof or, in
         the case of a Bank which becomes a party hereto pursuant to a transfer
         or assignment, on the date on which the relevant transfer or assignment
         becomes effective) that either:

         14.3.1   it is not resident for tax purposes in the United Kingdom and
                  is beneficially entitled to its share of the Loan and the
                  interest thereon; or

         14.3.2   it is a bank as defined for the purposes of Section 349 of the
                  Income and Corporation Taxes Act 1988 and is beneficially
                  entitled to its share of the Loan and the interest thereon,

         and each Bank shall promptly notify the Agent if there is any change in
         its position from that set out above.


                                     - 53 -

<PAGE>   57


14.4     CLAIMS BY BANKS AND THE AGENT
         A Bank intending to make a claim pursuant to Clause 14.2 (Tax
         Indemnity) shall notify the Agent of the event giving rise to the
         claim, whereupon the Agent shall notify the Principal Borrower and the
         other Borrowers thereof. If the Agent intends to make a claim pursuant
         to Clause 14.2 (Tax Indemnity) it shall notify the Principal Borrower
         and the other Borrowers of the event giving rise to the claim.

14.5     EXCLUDED CLAIMS
         If any Bank is not or ceases to be a Qualifying Lender, no Obligor
         shall be liable to pay to that Bank under Clause 14.1 (Tax Gross-Up)
         any amount in respect of taxes levied or imposed in excess of the
         amount it would have been obliged to pay if that Bank had been or had
         not ceased to be a Qualifying Lender PROVIDED THAT this Clause 14.5
         shall not apply (and each Obligor shall be obliged to comply with its
         obligations under Clause 14.1 (Tax Gross-Up)) if:

         14.5.1   after the date hereof, there shall have been any introduction
                  of, or change in or in the interpretation, administration or
                  application of, any law or regulation or order or governmental
                  rule or double taxation agreement or any published practice or
                  concession of any relevant taxing authority and as a result
                  thereof such Bank ceases to be a Qualifying Lender; or

         14.5.2   such Bank is not or ceases to be a Qualifying Lender as a
                  result of the actions of or omission to act by any Obligor; or

         14.5.3   the relevant Obligor would be required to make a deduction or
                  withholding in respect of tax irrespective of whether the Bank
                  is or is not a Qualifying Lender.

14.6     BANK NOTIFICATION
         Each Bank (other than a Bank which became a Bank in accordance with
         sub-clause 34.7.2 of Clause 34.7 (Qualifying Lenders)) shall, as soon
         as reasonably practicable after becoming aware that it will cease to be
         a Qualifying Lender, other than in the circumstances contemplated by
         Clauses 14.5.1 or 14.5.2 of Clause 14.5 (Excluded Claims) or if the
         circumstances contemplated by Clause 14.5.3 of Clause 14.5 (Excluded
         Claims) apply, notify the Principal Borrower thereof. If a Bank gives
         notice in accordance with this Clause 14.6 and at any time thereafter
         while the relevant circumstances are continuing the Principal Borrower
         notifies it (in writing) that it has identified a financial institution
         acceptable to it and willing to participate in the Facilities, then
         such Bank shall (as requested in such notice) transfer all of its
         rights, benefits and obligations under the Finance Documents to such
         financial institution PROVIDED THAT, save in the case of a Bank which
         will cease to be a Qualifying Lender as a result of a decision by such
         Bank or any holding company thereof (or any deliberate omission which
         has the same consequence) to cease to carry on the business it carries
         on and in respect of which it is a Qualifying Lender, the Principal
         Borrower shall reimburse such Bank for all reasonable costs and
         expenses incurred in connection


                                     - 54 -




<PAGE>   58

         with such transfer (including any costs payable under Clause 27.4
         (Break Costs)), other than any minor costs and expenses of an
         administrative nature.

15.      TAX RECEIPTS


15.1     NOTIFICATION OF REQUIREMENT TO DEDUCT TAX

         If, at any time, an Obligor is required by law to make any deduction or
         withholding from any sum payable by it under the Finance Documents (or
         if thereafter there is any change in the rates at which or the manner
         in which such deductions or withholdings are calculated), the Principal
         Borrower and the Bank to which sum is payable shall promptly upon
         becoming aware of such a requirement notify the Agent accordingly. If
         the Agent receives such a notification from a Bank it shall notify the
         Principal Borrower and the relevant Obligor.

15.2     EVIDENCE OF PAYMENT OF TAX

         If an Obligor makes any payment under the Finance Documents in respect
         of which it is required to make any deduction or withholding, it shall
         pay the full amount required to be deducted or withheld to the relevant
         taxation or other authority within the time allowed for such payment
         under applicable law and shall request and, within thirty days of it
         receiving the same, deliver to the Agent for each Bank an original
         receipt (or a certified copy thereof) issued by such authority
         evidencing the payment to such authority of all amounts so required to
         be deducted or withheld in respect of that Bank's share of such
         payment.

15.3     TAX CREDIT PAYMENT

         If an additional payment is made under Clause 14 (Taxes) by an Obligor
         for the benefit of the Agent or any Bank and the Agent or such Bank, in
         its sole discretion, determines that it has obtained (and has derived
         full use and benefit from) a credit against, a relief or remission for,
         or repayment of, any tax, then, if and to the extent that the Agent or
         such Bank, in its sole opinion, determines that:

         15.3.1   such credit, relief, remission or repayment is in respect of,
                  calculated with reference to or otherwise relates to the
                  additional payment made pursuant to Clause 14 (Taxes); and

         15.3.2   its tax affairs for its tax year in respect of which such
                  credit, relief, remission or repayment was obtained have been
                  finally settled,

         the Agent or such Bank shall, to the extent that it can do so without
         prejudice to the retention of the amount of such credit, relief,
         remission or repayment, pay to such Obligor such amount as the Agent or
         such Bank shall, in its sole opinion, determine to be the amount which
         will leave the Agent or such Bank (after such payment) in no worse
         after-tax position than it would have been in had the additional
         payment in question not been required to be made by such Obligor.

15.4     TAX CREDIT CLAWBACK

         If the Agent or any Bank makes any payment to an Obligor pursuant to
         Clause 15.3 (Tax Credit Payment) and the Agent or such Bank
         subsequently determines in its sole

                                     - 55 -







<PAGE>   59



         opinion that the credit, relief, remission or repayment in respect of
         which such payment was made was not available or has been withdrawn or
         that it was unable to use such credit, relief, remission or repayment
         in full, such Obligor shall reimburse the Agent or such Bank such
         amount as the Agent or such Bank determines in its sole opinion is
         necessary to place it in the same after-tax position as it would have
         been in if such credit, relief, remission or repayment had been
         obtained and fully used and retained by the Agent or such Bank.

15.5     TAX AND OTHER AFFAIRS

         No provision of this Agreement shall interfere with the right of any
         Finance Party to arrange its tax or any other affairs in whatever
         manner it thinks fit, oblige any Finance Party to claim any credit,
         relief, remission or repayment in respect of any payment under Clause
         14 (Taxes) in priority to any other credit, relief, remission or
         repayment available to it nor oblige any Finance Party to disclose any
         information relating to its tax or other affairs or any computations in
         respect thereof.

16.      INCREASED COSTS

16.1     INCREASED COSTS

         If, by reason of the occurrence, in each case after the date hereof, of
         (a) any change in law or in its interpretation or administration and/or
         (b) compliance with any such new law or with any request or requirement
         relating to the maintenance of capital or any other request from or
         requirement of any central bank or other fiscal, monetary or other
         authority (in each case, where a request or requirement that does not
         have the force of law is a request or requirement with which financial
         institutions subject to such request or requirement are generally
         accustomed to comply):

         16.1.1   a Bank or any holding company of such Bank is unable to obtain
                  the rate of return on its capital which it would have been
                  able to obtain but for such Bank's entering into or assuming
                  or maintaining a commitment or performing its obligations
                  under the Finance Documents;

         16.1.2   a Bank or any holding company of such Bank incurs a cost as a
                  result of such Bank's entering into or assuming or maintaining
                  a commitment or performing its obligations under the Finance
                  Documents; or

         16.1.3   there is any increase in the cost to a Bank or any holding
                  company of such Bank of funding or maintaining such Bank's
                  share of the Advances or any Unpaid Sum,

         then the Principal Borrower shall, within three Business Days of a
         demand of the Agent, pay to the Agent for the account of that Bank
         amounts sufficient to indemnify that Bank or to enable that Bank to
         indemnify its holding company from and against, as the case may be, (i)
         such reduction in the rate of return on capital, (ii) such cost or
         (iii) such increased cost.

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<PAGE>   60



16.2     INCREASED COSTS CLAIMS

         A Bank intending to make a claim pursuant to Clause 16.1 (Increased
         Costs) shall notify the Agent of the event giving rise to such claim,
         whereupon the Agent shall notify the Principal Borrower thereof.

16.3     EXCLUSIONS

         Notwithstanding the foregoing provisions of this Clause 16, no Bank
         shall be entitled to make any claim under this Clause 16 in respect of
         any reduction in the rate of return on its capital, cost, increased
         cost or liability:

         16.3.1   attributable to a deduction or withholding for or on account
                  of tax from a payment under a Finance Document required by law
                  to be made by an Obligor and compensated for pursuant to the
                  provisions of Clause 14.1 (Tax Gross-Up) (or would have been
                  compensated for under Clause 14.1 (Tax Gross-Up) but was not
                  so compensated solely because of Clause 14.5 (Excluded Claims)
                  or Clause 24.10 (Swiss Withholding Tax));

         16.3.2   compensated by Clause 14.2 (Tax Indemnity) (or would have been
                  compensated for under Clause 14.2 (Tax Indemnity) but was not
                  so compensated solely because of one of the exclusions set out
                  in sub-clauses 14.2.1 to 14.2.4 of Clause 14.2 (Tax Indemnity)
                  or Clause 24.10 (Swiss Withholding Tax));

         16.3.3   compensated by the Mandatory Cost Rate; or


         16.3.4   attributable to the wilful breach by the relevant Finance
                  Party or its affiliates of any law or regulation.



17.      ILLEGALITY

         If, at any time, it is or will become unlawful for a Bank to make, fund
         or allow to remain outstanding all or part of its share of the
         Advances, then that Bank shall, promptly after becoming aware of the
         same, deliver to the Principal Borrower through the Agent a notice to
         that effect and:

         17.1.1   such Bank shall not thereafter be obliged to participate in
                  the making of any Advances and the amount of its Available
                  Term Commitment (if any) and Available Revolving Commitment
                  (if any) shall be immediately reduced to zero;

         17.1.2   if the Agent on behalf of such Bank so requires, each Borrower
                  which has drawn an Advance shall on the last day of the
                  current Interest Period or, as the case may be, Term of each
                  Advance or, if earlier, on the date specified by such Bank
                  (being no earlier than the last day of any applicable grace
                  period permitted by law) repay such Bank's share of any
                  outstanding Advances together with accrued interest thereon
                  and all other amounts owing to such Bank under the Finance
                  Documents; and

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<PAGE>   61



         17.1.3   any repayment of Original Term Advances so made after the last
                  day of the Original Term Availability Period shall reduce
                  rateably the remaining obligations under Clause 10.1 (Original
                  Term Loan Repayment Instalments) and any repayment of Term-Out
                  Advances shall reduce rateably the remaining obligations under
                  Clause 11.10 (Term-Out Loan Repayment Instalments).

18.      MITIGATION

         If any Bank gives notice to the Principal Borrower under Clause 14.6
         (Bank Notification) or if, in respect of any Bank, circumstances arise
         which would or would upon the giving of notice result in:

         18.1.1   an increase in any sum payable to it or for its account
                  pursuant to Clause 14.1 (Tax Gross-up);

         18.1.2   a claim for indemnification pursuant to Clause 14.2 (Tax
                  Indemnity) or Clause 16.1 (Increased Costs); or

         18.1.3   the reduction of its Available Commitment to zero or any
                  repayment being required to be made pursuant to Clause 17
                  (Illegality),

         then, without in any way limiting, reducing or otherwise qualifying the
         rights of such Bank or the obligations of the Obligors under any of the
         Clauses referred to above, such Bank shall (in the case of the
         circumstances referred to in sub-clauses 18.1.1, 18.1.2 and 18.1.3)
         promptly upon becoming aware of such circumstances notify the Agent
         thereof and, in all cases (but without prejudice to the obligations of
         such Bank under Clause 14.6 (Bank Notification)), in consultation with
         the Agent and the Principal Borrower and to the extent that it can do
         so lawfully, take reasonable steps (including a change of location of
         its Facility Office or the transfer of its rights, benefits and
         obligations under the Finance Documents to another financial
         institution acceptable to the Principal Borrower and willing to
         participate in the Facility) to mitigate the effects of such
         circumstances, PROVIDED THAT such Bank shall be under no obligation to
         take any such action if, in the opinion of such Bank, to do so might
         have any adverse effect upon its business, operations or financial
         condition (other than any minor costs and expenses of an administrative
         nature).

19.      REPRESENTATIONS

         Each Obligor (other than the Shareholder) makes the representations and
         warranties set out in Clause 19.1 (Status) to Clause 19.11 (Legal and
         Beneficial Owner) and, in addition, the Principal Borrower makes the
         representations set out in Clause 19.20 (No Winding Up) to Clause 19.33
         (Good Title to Assets). The Shareholder makes the representations set
         out in Clause 19.1 (Status) to Clause 19.4 (Execution of Finance
         Documents), Clause 19.6 (Audited Financial Statements), Clause 19.7
         (Original Financial Statements), Clause 19.9 (Validity and
         Admissibility in Evidence) to Clause 19.12 (Business Plan), Clause
         19.18 (No Trading), Clause 19.22 (Information Memorandum) and Clause
         19.27 (Encumbrances and Financial Indebtedness). The Parent makes the
         representations and warranties set out in Clause 19.1 (Status) to

                                     - 58 -







<PAGE>   62



         Clause 19.4 (Execution of the Finance Documents), Clause 19.8 (Validity
         and Admissibility in Evidence), Clause 19.13 (Initial Parent
         Information) to Clause 19.19 (Ownership of the Shareholder), sub-clause
         19.24.1 of Clause 19.24 (Other Information) and Clause 19.30 (Consents
         and Approvals). The Original Obligors and the Parent acknowledge that
         the Finance Parties have entered into this Agreement in reliance on
         those representations and warranties.

         The Finance Parties agree that the representations on the Information
         Memorandum set out in Clause 19.22 (Information Memorandum) and
         provided by the Shareholder supersede and replace any representations
         relating to the Information Memorandum made by the Parent prior to the
         date of this Agreement.

19.1     STATUS

         It is a corporation duly organised under the laws of its jurisdiction
         of incorporation and has the power and all necessary governmental and
         other consents, approvals, licences and authorisations under any
         applicable jurisdiction to own its property and assets and to carry on
         its business as currently conducted, save where the failure to have
         such consents, approvals, licences and authorisations could not
         reasonably be expected to have a Material Adverse Effect.

19.2     GOVERNING LAW AND JUDGMENTS

         In any proceedings taken in its jurisdiction of incorporation in
         relation to the Finance Documents to which it is a party, the choice of
         English law as the governing law of this Agreement and the choice of
         English, Swiss, Dutch or, as the case may be, Austrian law as the
         governing law of certain other of the Finance Documents to which it is
         a party and any judgment obtained in England, Switzerland, The
         Netherlands or, as the case may be, Austria will (subject to the
         Reservations) be recognised and enforced.

19.3     BINDING OBLIGATIONS

         The obligations expressed to be assumed by it in the Finance Documents
         to which it is a party are legal and valid obligations and (subject to
         the Reservations) binding on it and enforceable against it in
         accordance with the terms thereof.

19.4     EXECUTION OF THE FINANCE DOCUMENTS

         Its execution of the Finance Documents to which it is a party and, if
         applicable, the Acquisition Documents to which it is a party and its
         exercise of its rights and performance of its obligations thereunder do
         not and will not:

         19.4.1   conflict with any agreement, mortgage, bond or other
                  instrument or treaty to which it is a party or which is
                  binding upon it or any of its assets in a manner that could
                  reasonably be expected to have a Material Adverse Effect;

         19.4.2   conflict with its constitutive documents; or


         19.4.3   conflict with any applicable law.



                                     - 59 -







<PAGE>   63



         It has the power to enter into and perform its obligations under the
         Finance Documents to which it is a party and, if applicable, the
         Acquisition Documents to which it is a party and all corporate and
         other action required to authorise the execution of such Finance
         Documents and Acquisition Documents and the performance of its
         obligations thereunder has been duly taken. No limit on its powers will
         be exceeded as a result of the borrowings, granting of security or
         giving of guarantees contemplated by the Finance Documents to which it
         is a party.

19.5     NO MATERIAL PROCEEDINGS

         No action or administrative proceeding of or before any court,
         arbitrator or agency (including, but not limited to, investigative
         proceedings) which could reasonably be expected to have a Material
         Adverse Effect has been started or threatened against it or its assets.

19.6     AUDITED FINANCIAL STATEMENTS

         Its most recent audited financial statements (consolidated in the case
         of the Shareholder and the Principal Borrower) delivered to the Agent
         in accordance with Clause 20 (Financial Information):

         19.6.1   were prepared in accordance with accounting principles
                  generally accepted in its jurisdiction of incorporation and
                  consistently applied;

         19.6.2   disclose all material liabilities (contingent or otherwise)
                  and all material unrealised or anticipated losses of such
                  Obligor, any member of the Restricted Group or, as the case
                  may be, any member of the Group; and

         19.6.3   save as disclosed therein, give a true and fair view of the
                  financial condition and operations of such Obligor, the
                  Restricted Group or, as the case may be, the Group during the
                  relevant financial year.

19.7     ORIGINAL FINANCIAL STATEMENTS

         Its financial statements (referred to in paragraphs (b) and (c) of the
         definition of Original Financial Statements) and, in the case of the
         Shareholder, the financial statements of the Cablecom Business
         (referred to in paragraph (a) of the definition of Original Financial
         Statements), to the best of its knowledge and belief (having made all
         reasonable efforts to make due and careful enquiry):

         19.7.1   were prepared in accordance with accounting principles
                  generally accepted in Switzerland and consistently applied;

         19.7.2   disclose all material liabilities (contingent or otherwise)
                  and all material unrealised or anticipated losses of it and,
                  in the case of the Shareholder, the Cablecom Business; and

         19.7.3   save as disclosed therein, give a true and fair view of the
                  financial condition and operations of it and, in the case of
                  the Shareholder, the Cablecom Business during the period to
                  which such financial statements relate.

                                     - 60 -







<PAGE>   64



19.8     NO MATERIAL ADVERSE CHANGE

         Since the date as at which its most recent audited financial statements
         (consolidated, in the case of the Principal Borrower) were stated to be
         prepared, there has been no change in its business or financial
         condition or, in the case of the Principal Borrower, in the business or
         financial condition of any member of the Restricted Group or of the
         Restricted Group taken as a whole which, in each case, could reasonably
         be expected to have a Material Adverse Effect.

19.9     VALIDITY AND ADMISSIBILITY IN EVIDENCE

         All acts, conditions and things required to be done, fulfilled and
         performed in order:

         19.9.1   to enable it lawfully to enter into, exercise its rights under
                  and perform and comply with the obligations expressed to be
                  assumed by it in the Finance Documents to which it is a party;

         19.9.2   to ensure that the obligations expressed to be assumed by it
                  in the Finance Documents to which it is a party are legal,
                  valid and (subject to the Reservations) binding and
                  enforceable; and

         19.9.3   subject to the Reservations, to make the Finance Documents
                  admissible in evidence in its jurisdiction of incorporation,

         have been (or will be, no later than the latest time allowed by
         applicable law or procedure) done, fulfilled and performed.

19.10    NO FILING OR STAMP TAXES

         Under the laws of its jurisdiction of incorporation in force at the
         date hereof, it is not necessary that the Finance Documents to which it
         is a party be filed, recorded or enrolled with any court or other
         authority in such jurisdiction or that any stamp, registration or
         similar tax be paid on or in relation to such Finance Documents, other
         than fees and duties relating to public deeds and entries in public
         registries which may be required to be made or paid in respect of the
         Security Documents.

19.11    LEGAL AND BENEFICIAL OWNER

         Subject to (a) any Permitted Encumbrances, (b) any security granted
         under the Security Documents to which it is a party and (c) any
         disclosures in the Disclosure Letter, it is the absolute legal and,
         where applicable, beneficial owner of all its material assets, which
         are subject to any such Security and/or are employed in and necessary
         for the operation of its business in accordance with the Business Plan.

19.12    BUSINESS PLAN

         The Business Plan has been prepared using accounting policies,
         practices and procedures consistent, in all material respects, with
         those applied in the preparation of the Original Financial Statements.
         After due and careful consideration, the Shareholder, having made all
         reasonable efforts to make due and careful enquiries in connection with
         the Acquisition:

                                     - 61 -







<PAGE>   65



         19.12.1  is not aware of any material inaccuracy as to factual matters
                  relating to the Cablecom Business contained in the Business
                  Plan;

         19.12.2  does not (as at the date hereof) regard as unreasonable, or to
                  any material extent, unattainable, any of the forecasts or
                  projections set out in the Business Plan;

         19.12.3  believes (having made all reasonable enquiries) the
                  assumptions, upon which the forecasts and projections in
                  relation to the Cablecom Business contained in the Business
                  Plan are based, to be fair and reasonable in all material
                  respects;

         19.12.4  is not aware of any facts or matters omitted from the Business
                  Plan or the Original Financial Statements, the omission of
                  which make any statements contained therein misleading in any
                  material respect; and

         19.12.5  has made full disclosure of all material facts relating to the
                  Cablecom Business to all the persons responsible for the
                  preparing of the Business Plan.

19.13    INITIAL PARENT INFORMATION

         19.13.1  All of the written information (other than the Information
                  Memorandum) supplied by any member of the NTL Inc. Group, any
                  member of the NTL Inc. Holding Group or any of their advisers
                  to the Agent, the Banks or their advisers in connection with
                  the Finance Documents was, to the best of its knowledge and
                  belief (having made all reasonable efforts to make due and
                  careful enquiry), true, complete and accurate in all material
                  respects as at the date such information was supplied (or at
                  such subsequent date, prior to the date of this Agreement, on
                  which such information was revised, replaced or corrected) and
                  is not misleading in any material respect.

         19.13.2  The Parent has not knowingly failed to disclose to the
                  Arrangers or the Agent any material facts or circumstances
                  which would be reasonably likely, if disclosed, to affect
                  adversely the decision of a person considering whether or not
                  to provide finance (or finance on the terms hereof) to the
                  Borrowers.

19.14    GROUP STRUCTURE

         19.14.1  The Group Structure Chart delivered to the Agent pursuant to
                  Clause 2.3 (Conditions Precedent) and any revised Group
                  Structure Chart delivered to the Agent pursuant to Clause
                  22.31 (Revised Group Structure) is (in the case all of the
                  information set out therein, other than that relating to
                  paragraph (e) of the definition thereof) true, complete and
                  accurate and (in the case of the information set out therein
                  relating to paragraph (e) of the definition thereof) true,
                  complete and accurate in all material respects, in each case
                  as at the date of its delivery to the Agent.

         19.14.2  The Hivedown and all necessary inter-company loans, share
                  transfers, share exchanges and other steps resulting in the
                  final structure set out in the Group Structure Chart have been
                  taken in compliance with all relevant laws and regulations and
                  all requirements of relevant regulatory authorities.

                                     - 62 -







<PAGE>   66



19.15    NO NTL INC. HOLDING GROUP WINDING-UP

         No member of the NTL Inc. Holding Group has taken any corporate action
         nor have any other steps been taken or legal proceedings been started
         or (to the best of its knowledge and belief) threatened against any
         member of the NTL Inc. Holding Group for its winding-up, dissolution,
         administration or re-organisation (whether by voluntary arrangement,
         scheme of arrangement or otherwise) or for the appointment of a
         receiver, administrator, administrative receiver, conservator,
         custodian, trustee or similar officer of it or of any or all of its
         assets or revenues.

19.16    NO NTL NOTE DEFAULTS

         19.16.1  No NTL Note issued by any member of the NTL Inc. Holding Group
                  (a) remains as to its principal, capital or nominal amount
                  (including capitalised interest) unpaid when due or within any
                  grace period provided for or otherwise allowed in relation
                  thereto or (b) has been declared to be or has otherwise become
                  due and payable prior to its specified maturity (on account of
                  an event of default (howsoever described)).

         19.16.2  No breach of or default under any NTL Note issued by any
                  member of the NTL Inc. Holding Group will occur as a result of
                  the completion of the Acquisition, the Hivedown and the
                  Parent's and the Obligors' entry into the Finance Documents
                  and performance of their obligations thereunder.

19.17    ACQUISITION DOCUMENTS

         19.17.1  Save for (a) minor or technical amendments, variations or
                  waivers, (b) amendments, variations or waivers approved in
                  writing by the Agent and (c) disclosures made in the
                  Disclosure Letter, there has been no amendment to, or
                  variation or waiver of, the terms of the Acquisition
                  Documents.

         19.17.2  Subject to any disclosures in the Disclosure Letter, it is not
                  aware of any event, fact or circumstance which would
                  constitute a material breach of warranty or misrepresentation
                  or material breach of contract in respect of an Acquisition
                  Document, or otherwise allow it to make any other claim (other
                  than minor claims of a non material nature) against either the
                  Vendor or the Vendor's shareholders.

19.18    NO TRADING

         Save as contemplated by, or otherwise in connection with, the Finance
         Documents, the Hivedown and the Acquisition Documents and the
         transactions contemplated hereby or thereby, the Shareholder has not
         traded or undertaken any commercial activities of any kind and has no
         liabilities or obligations (actual or contingent).

19.19    OWNERSHIP OF THE SHAREHOLDER

         The Shareholder is, on the date hereof, a wholly owned indirect
         subsidiary of the Parent.

                                     - 63 -







<PAGE>   67



19.20    NO WINDING-UP

         Save for a solvent liquidation of a dormant member of the Restricted
         Group which is not an Obligor, neither the Shareholder nor any member
         of the Restricted Group has taken any corporate action nor have any
         other steps been taken or legal proceedings been started or (to the
         best of its knowledge and belief) threatened against the Shareholder or
         any member of the Restricted Group for its winding-up, dissolution,
         administration or re-organisation (whether by voluntary arrangement,
         scheme of arrangement or otherwise) or for the appointment of a
         receiver, administrator, administrative receiver, conservator,
         custodian, trustee or similar officer of it or of any or all of its
         assets or revenues.

19.21    NO MATERIAL DEFAULTS

         No member of the Restricted Group is in breach of or in default under
         any agreement to which it is a party or which is binding on it or any
         of its assets to an extent or in a manner which could reasonably be
         expected to have a Material Adverse Effect.

19.22    INFORMATION MEMORANDUM

         The factual information contained in the Information Memorandum is, to
         the best of its knowledge and belief (having made all reasonable
         efforts to make due and careful enquiry), correct in all material
         respects and does not contain any untrue statement of a material fact
         or omit to state a material fact necessary in order to make the
         statements contained therein not materially misleading in light of the
         circumstances under which such statements were made. The financial
         projections contained therein have been made in good faith and on the
         basis of assumptions believed by the Shareholder to be reasonable and
         nothing has occurred since the date of the Information Memorandum that
         renders the information contained in the Information Memorandum untrue
         or misleading in any material respect.

19.23    BUDGETS

         It:

         19.23.1  regards (as at the date each Budget is delivered to the Agent)
                  as neither unreasonable, nor to any material extent
                  unattainable, any of the forecasts or projections set out in
                  the latest Budget delivered under Clause 20.5 (Budgets);

         19.23.2  believes (having made all reasonable enquiries) the
                  assumptions, upon which the forecasts and projections in
                  relation to the Cablecom Business contained in the latest
                  Budget delivered under Clause 20.5 (Budgets) are based, to be
                  fair and reasonable; and

         19.23.3  has, to the best of its knowledge and belief (having made all
                  reasonable efforts to make due and careful enquiry), made full
                  disclosure of all material facts relating to the Cablecom
                  Business to all the persons responsible for the preparing of
                  the latest Budget delivered under Clause 20.5 (Budgets).

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<PAGE>   68



19.24    OTHER INFORMATION

         All written information (other than the Information Memorandum)
         supplied:

         19.24.1  in the case of the Parent, by the Parent prior to the date of
                  this Agreement; or

         19.24.2  in the case of the Principal Borrower, by any member of the
                  Restricted Group,

         is true, complete and accurate in all material respects as at the date
         it was given and is not misleading in any material respect.

19.25    ENVIRONMENTAL COMPLIANCE

         Each member of the Restricted Group has complied in all material
         respects with all Environmental Law and obtained and maintained any
         Environmental Permits breach of which or, as the case may be, failure
         to obtain or maintain which, could reasonably be expected to have a
         Material Adverse Effect.

19.26    ENVIRONMENTAL CLAIMS

         No Environmental Claim has been commenced or (to the best of the
         Principal Borrower's knowledge and belief) is threatened against any
         member of the Restricted Group where such claim would be reasonably
         likely, if determined against such member of the Restricted Group, to
         have a Material Adverse Effect.

19.27    ENCUMBRANCES AND FINANCIAL INDEBTEDNESS

         19.27.1  Save (in each case) for Permitted Encumbrances, no Encumbrance
                  exists over all or any of the present or future revenues or
                  assets of it and, in the case of the Principal Borrower, any
                  member of the Restricted Group.

         19.27.2  Save (in each case) for Permitted Financial Indebtedness, it
                  has no Financial Indebtedness and, in the case of the
                  Principal Borrower, no member of the Restricted Group has any
                  Financial Indebtedness.

19.28    OWNERSHIP OF THE PRINCIPAL BORROWER

         The Principal Borrower and, prior to the completion of the Initial
         Mergers, CC AG are wholly-owned subsidiaries of the Shareholder.

19.29    ORIGINAL GUARANTORS

         The aggregate EBITDA of the Original Guarantors for the financial year
         ended 31 December 1999 equals or exceeds 95% of the aggregate EBITDA of
         the Cablecom Business for that financial year.

19.30    CONSENTS AND APPROVALS

         19.30.1  All necessary consents, licences, authorisations and approvals
                  in relation to the transactions constituted by the Acquisition
                  Documents and the Finance Documents have been obtained and,
                  save in each case where failure to obtain the same could not
                  reasonably be expected to have a Material Adverse Effect, all
                  consents, licences (including, without limitation, the
                  Licences), authorisations and other approvals necessary for
                  the conduct of the business of

                                     - 65 -







<PAGE>   69



                  the Restricted Group as carried on immediately prior to the
                  Acquisition have been, or when required will be obtained and,
                  to the best of its knowledge and belief, their terms and
                  conditions have been complied with and they have not been and
                  will not be revoked or otherwise terminated.

         19.30.2  All Swiss tax consents, tax rulings, authorisations,
                  clearances and approvals either have been or will, to the best
                  of its knowledge and belief, be obtained:

                  (a)      to allow the equity contribution of the Principal
                           Borrower and CC AG to the Shareholder to be made
                           without incurring capital duty tax;

                  (b)      to allow the income and interest expenses of the
                           members of the Restricted Group to be treated in
                           accordance with the Business Plan;

                  (c)      to allow the Initial Mergers to be completed; and

                  (d)      confirming compliance with the Swiss thin
                           capitalisation rules

19.31    SECURITY INTEREST

         19.31.1  Subject (in each case) to the Reservations, each Security
                  Document creates the security interest which that Security
                  Document purports to create or, if that Security Document
                  purports to evidence a security interest, accurately evidences
                  a security interest which has been validly created and each
                  security interest ranks in priority as specified in the
                  Security Document creating or evidencing that interest.

         19.31.2  Subject to the disclosures in the Disclosure Letter, the
                  shares of any Restricted Group member which are subject to an
                  Encumbrance under the Security Documents are fully paid and
                  not subject to any option to purchase or similar rights and
                  the constitutional documents of any such Restricted Group
                  member do not and could not restrict or inhibit (whether
                  absolutely, partly, under a discretionary power or otherwise)
                  any transfer of such shares pursuant to enforcement of the
                  Security Documents.

19.32    INTELLECTUAL PROPERTY

         It is not aware of any adverse circumstance relating to validity,
         subsistence or use of any of its or any member of the Restricted
         Group's Intellectual Property which could reasonably be expected to
         have a Material Adverse Effect.

19.33    GOOD TITLE TO ASSETS

         Subject to the disclosures in the Disclosure Letter, each member of the
         Restricted Group has good title to or valid leases of or other
         appropriate licence, authorisation or consent to use its assets
         necessary to carry on its business as presently conducted (including,
         without limitation and subject to Permitted Disposals, the fibre-optic
         backbone network, headends, switches and hybrid fibre coax networks
         identified in the Information Memorandum).

                                     - 66 -







<PAGE>   70



19.34    REPETITION OF REPRESENTATIONS

         The Repeated Representations shall be deemed to be repeated by the
         Parent or, as the case may be, the relevant Obligor by reference to the
         facts and circumstances then existing on the first day of each Interest
         Period, on each date on which an Advance is or is to be made and on
         each date on which a company becomes (or it is proposed that a company
         becomes) an Additional Obligor, and Clause 19.22 (Information
         Memorandum) shall be deemed to be made on the date that the Information
         Memorandum is approved by the Shareholder and (save as otherwise
         disclosed by the Shareholder, in writing to the Agent, prior to the
         Syndication Date) on the Syndication Date.

20.      FINANCIAL INFORMATION


20.1     ANNUAL STATEMENTS

         Each Obligor shall as soon as the same become available, but in any
         event within 120 days after the end of each of its financial years,
         deliver to the Agent in sufficient copies for the Banks its
         unconsolidated financial statements (and, in the case of the Principal
         Borrower, the consolidated financial statements of the Restricted Group
         and, in the case of the Shareholder, the consolidated financial
         statements of the Group) for such financial year, audited by an
         internationally recognised firm of independent auditors licensed to
         practise in its jurisdiction of incorporation.

20.2     QUARTERLY STATEMENTS

         20.2.1   The Principal Borrower shall as soon as the same become
                  available but in any event within 45 days after the end of
                  each Financial Quarter deliver to the Agent in sufficient
                  copies for the Banks the consolidated financial statements of
                  the Restricted Group for such period.

         20.2.2   The Principal Borrower shall, together with each set of
                  financial statements delivered under sub-clause 20.2.1 above,
                  deliver to the Agent a certificate signed by an Authorised
                  Signatory of the Principal Borrower identifying, in relation
                  to each Obligor that has (or requires to have) any Intra-Group
                  Loan(s) from other Obligor(s), the maximum aggregate principal
                  amount of such Intra-Group Loans that the relevant borrower
                  Obligor can have outstanding (in relation to a relevant
                  borrower Obligor, its "MAXIMUM INTRA-GROUP LOANS") if (a) that
                  borrower Obligor, together with its direct and indirect
                  holding companies which are Guarantors, are to be able to
                  service in full all of the relevant borrower Obligor's
                  indebtedness under the Facilities and all relevant Intra-Group
                  Loans payable prior to 30 September 2010 out of the projected
                  income (including, if relevant, dividend receipts) of the
                  relevant borrower Obligor and such holding companies and (b)
                  such borrower Obligor is to have sufficient taxable income to
                  ensure full tax deductibility of all interest payable by it
                  under the Facilities.

20.3     REQUIREMENTS AS TO FINANCIAL STATEMENTS

         Each Obligor shall ensure that each set of financial statements
         delivered by it pursuant to this Clause 20 is certified by an
         Authorised Signatory of such Obligor as giving a

                                     - 67 -







<PAGE>   71



         true and fair view of its financial condition (and in the case of the
         Principal Borrower, the consolidated financial condition of the
         Restricted Group and, in the case of the Shareholder, the consolidated
         financial condition of the Group) as at the end of the period to which
         those financial statements relate and of the results of its (or, as the
         case may be, the Restricted Group's or the Group's) operations during
         such period.

20.4     COMPLIANCE CERTIFICATES

         The Principal Borrower shall ensure that each set of consolidated
         financial statements delivered by it pursuant to Clause 20.1 (Annual
         Statements) and Clause 20.2 (Quarterly Statements) is accompanied by a
         Compliance Certificate signed by two of its Authorised Signatories.

20.5     BUDGETS

         The Principal Borrower shall, as soon as the same become available, and
         in any event no later than 30 days prior to the beginning of each of
         its financial years, deliver to the Agent in sufficient copies for the
         Banks an annual budget (in a form agreed with the Agent) prepared by
         reference to each Financial Quarter in respect of such financial year
         of the Restricted Group including:

         20.5.1   forecasts of projected disposals (including timing and amount
                  thereof) on a consolidated basis of the Restricted Group for
                  such financial year;

         20.5.2   projected annual profit and loss accounts (including projected
                  turnover and operating costs) and projected balance sheets and
                  cash flow statements, together with the main operating
                  assumptions relating thereto, on a quarterly basis, for such
                  financial year on a consolidated basis for the Restricted
                  Group;

         20.5.3   revisions to the projections set out in the Business Plan,
                  together with the main operating assumptions relating thereto,
                  for such financial year until 31 March 2010, based on the
                  financial condition and performance and prospects of the
                  Restricted Group at such time;

         20.5.4   projected capital expenditure to be incurred on a quarterly
                  basis for such financial year on a consolidated basis for the
                  Restricted Group;

         20.5.5   projected EBIT and EBITDA as at the end of each Financial
                  Quarter in such financial year; and

         20.5.6   a qualitative analysis and commentary from the management on
                  its proposed activities for such financial year.

         The Principal Borrower shall provide the Agent with details of any
         material changes in the projections delivered under this Clause 20.5 as
         soon as reasonably practicable after it becomes aware of any such
         change.

20.6     ACCOUNTANTS' LETTER

         The Principal Borrower shall, together with each Budget delivered under
         Clause 20.5 (Budgets), deliver to the Agent a letter from its
         accountants substantially similar to the

                                     - 68 -







<PAGE>   72



         Accountants' Letter confirming that, based upon the projections set out
         in such Budget, each Borrower as at the date of such a letter will
         have:

         20.6.1   projected income (including, if relevant, dividend receipts)
                  sufficient to enable it to service, in full, all its
                  indebtedness under the Facilities and any other Permitted
                  Financial Indebtedness of that Borrower; and

         20.6.2   sufficient taxable income to ensure full tax deductibility on
                  all interest payments to be made by it under the Facilities,

         or, to the extent either sub-clause 20.6.1 or 20.6.2 will not be
         satisfied based upon such projections, identifying any relevant
         shortfalls and indicating how the Borrowers intend to address those
         shortfalls.

20.7     OTHER FINANCIAL INFORMATION

         Each Obligor shall from time to time on the request of the Agent,
         furnish the Agent with such information about the business, condition
         (financial or otherwise), operations, performance, properties or
         prospects of the Restricted Group as the Agent or any Bank (through the
         Agent) may reasonably require PROVIDED THAT no Obligor shall be under
         any obligation to supply any information the supply of which it can
         demonstrate would be contrary to any confidentiality obligation binding
         on it.

20.8     ACCOUNTING POLICIES

         Each Obligor shall ensure that each set of financial statements
         delivered pursuant to this Clause 20 is prepared using accounting
         policies, practices, procedures and reference period consistent with
         those applied in the preparation of the Original Financial Statements
         unless, in relation to any such set of financial statements, the
         relevant Obligor notifies the Agent that there have been one or more
         changes in any such accounting policies, practices, procedures or
         reference period and:

         20.8.1   the auditors of such Obligor provide:

                  (a)      a description of the changes and the adjustments
                           which would be required to be made to those financial
                           statements in order to cause them to use the
                           accounting policies, practices, procedures and
                           reference period upon which the Original Financial
                           Statements of such Obligor were prepared; and

                  (b)      sufficient information, in such detail and format as
                           may be reasonably required by the Agent, to enable
                           the Banks to make an accurate comparison between the
                           financial position indicated by those financial
                           statements and the Original Financial Statements of
                           such Obligor,

                  in which case any reference in this Agreement to those
                  financial statements shall be construed as a reference to
                  those financial statements as adjusted to reflect the basis
                  upon which the Original Financial Statements were prepared; or

                                     - 69 -







<PAGE>   73



         20.8.2   the Principal Borrower also notifies the Agent that it is no
                  longer practicable to test compliance with the financial
                  condition set out in Clause 21.1 (Financial Condition) against
                  the financial statements received in which case:

                  (a)      the Agent and the Principal Borrower shall enter into
                           negotiations with a view to agreeing alternative
                           financial conditions to replace those contained in
                           Clause 21.1 (Financial Condition) in order to
                           maintain a consistent basis for the financial
                           covenants; and

                  (b)      if, after three months commencing on the date of the
                           notice given to the Agent pursuant to this sub-clause
                           20.8.2, the Agent and the Principal Borrower cannot
                           agree alternative financial conditions which are
                           acceptable to an Instructing Group, the Agent shall
                           refer the matter to such internationally recognised
                           accounting firm as may be agreed between the
                           Principal Borrower and an Instructing Group for
                           determination of the adjustments required to be made
                           to such financial statements or the calculation of
                           such ratios to take account of such change, such
                           determination to be binding on the parties hereto,
                           PROVIDED THAT pending such determination the
                           Principal Borrower shall continue to prepare
                           financial statements and calculate such ratios in
                           accordance with sub-clause 20.8.1 above.

20.9     GENERAL INFORMATION

         The Principal Borrower shall, as soon as reasonably practicable,
         furnish the Agent with such general information as it or any member of
         the Restricted Group is required by law to supply or make available to
         its (or such member of the Restricted Group's) (a) shareholders (in
         their capacity as such) or (b) creditors generally or any class
         thereof.

20.10    LITIGATION AND GOVERNMENT OR REGULATORY ENQUIRY

         The Shareholder (in respect of itself) and the Principal Borrower (in
         respect of itself and each other member of the Restricted Group) shall
         advise the Agent forthwith of the details of:

         20.10.1  any litigation, arbitration or administrative proceedings
                  pending or threatened against it or, as the case may be, any
                  other member of the Restricted Group which may result in
                  liability of it or, as the case may be, such other member of
                  the Restricted Group in an amount in excess of CHF2,000,000
                  (or its equivalent); and

         20.10.2  any notice or communication received by it or, as the case may
                  be, any other member of the Restricted Group from, or any
                  actual or potential enquiry, investigation or proceedings
                  commenced by, any government, court or regulatory agency or
                  authority, if such notice, communication, enquiry,
                  investigation or proceedings could reasonably be expected to
                  have a Material Adverse Effect.

                                     - 70 -







<PAGE>   74



20.11    ACQUISITION INFORMATION

         The Parent shall from time to time, on the request of the Agent,
         provide the Agent with any material information in the possession of
         any member of either the NTL Inc. Holding Group or the Group relating
         to the Acquisition as the Agent may reasonably request provided that
         the Parent shall be under no obligation to supply any information the
         supply of which it can demonstrate would be contrary to any
         confidentiality obligation binding on it or on any member of the NTL
         Inc. Holding Group or the Group.

20.12    ORIGINAL PRO-FORMA FINANCIAL STATEMENTS

         The Principal Borrower shall, within 30 Business Days of the date
         hereof, deliver to the Agent in sufficient copies for the Banks the
         financial statements referred to in paragraph (a) of the definition of
         the Original Financial Statements.

21.      FINANCIAL CONDITION

21.1     FINANCIAL CONDITION

         The Principal Borrower shall ensure that the financial condition of the
         Restricted Group shall be such that:

         21.1.1   Ratio of Senior Debt to Annualised EBITDA

                  The ratio of the Senior Debt of the Restricted Group on each
                  of the Quarter Dates specified in column one below to the
                  Annualised EBITDA of the Restricted Group for the Financial
                  Quarter ended on that date shall be no greater than the ratio
                  set out in column two below corresponding to that date.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
COLUMN ONE                  COLUMN TWO                  COLUMN ONE               COLUMN TWO
QUARTER DATE           SENIOR DEBT: ANNUALISED         QUARTER DATE        SENIOR DEBT: ANNUALISED
                              EBITDA                                               EBITDA
--------------------------------------------------------------------------------------------------
<S>                          <C>                     <C>                           <C>
30 June 2000                  20.00:1                30 September 2005              4.50:1
30 September 2000             21.45:1                31 December 2005               4.25:1
31 December 2000              22.25:1                31 March 2006                  3.50:1
31 March 2001                 19.75:1                30 June 2006                   3.00:1
30 June 2001                  18.25:1                30 September 2006              3.00:1
30 September 2001             18.25:1                31 December 2006               2.75:1
31 December 2001              18.25:1                31 March 2007                  2.50:1
31 March 2002                 15.00:1                30 June 2007                   2.25:1
30 June 2002                  13.00:1                30 September 2007              2.25:1
30 September 2002             13.00:1                31 December 2007               2.00:1
31 December 2002              13.00:1                31 March 2008                  2.00:1
31 March 2003                 10.50:1                30 June 2008                   1.50:1
30 June 2003                  8.75:1                 30 September 2008              1.50:1
30 September 2003             8.75:1                 31 December 2008               1.50:1
31 December 2003              8.75:1                 31 March 2009                  1.00:1
31 March 2004                 7.00:1                 30 June 2009                   1.00:1
30 June 2004                  6.00:1                 30 September 2009              1.00:1
30 September 2004             6.00:1                 31 December 2009               1.00:1
31 December 2004              6.00:1
31 March 2005                 5.00:1
30 June 2005                  4.50:1
--------------------------------------------------------------------------------------------------
</TABLE>




                                     - 71 -







<PAGE>   75



21.1.2   Total Cash Interest Cover Ratio

         The ratio of the EBITDA of the Restricted Group for each Relevant
         Period ended on the Quarter Dates specified in column one below to the
         Consolidated Finance Charges of the Restricted Group for that Relevant
         Period shall be equal to or greater than the ratio set out in column
         two below corresponding to that date.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
COLUMN ONE                  COLUMN TWO              COLUMN ONE            COLUMN TWO
QUARTER DATE                  EBITDA:              QUARTER DATE             EBITDA:
                        CONSOLIDATED FINANCE                           CONSOLIDATED FINANCE
                              CHARGES                                       CHARGES
-------------------------------------------------------------------------------------------
<S>                           <C>                 <C>                       <C>
30 June 2001                  1.00:1              30 September 2003         2.10:1
30 September 2001             1.00:1              31 December 2003          2.10:1
31 December 2001              1.00:1              31 March 2004             2.50:1
31 March 2002                 1.20:1              30 June 2004              2.75:1
30 June 2002                  1.40:1              30 September 2004         3.00:1
30 September 2002             1.40:1              31 December 2004          3.10:1
31 December 2002              1.40:1              31 March 2005             3.50:1
31 March 2003                 1.75:1              30 June 2005              3.50:1
30 June 2003                  2.10:1              30 September 2005         3.50:1
-------------------------------------------------------------------------------------------
                                                  31 December 2005          3.50:1
                                                  and each Quarter Date
                                                  thereafter
-------------------------------------------------------------------------------------------
</TABLE>

21.1.3 Consolidated Pro-Forma Debt Service Cover Ratio

          The ratio of the Annualised EBITDA of the Restricted Group for each
          Financial Quarter ended on each of the Quarter Dates specified in
          column one below to the Consolidated Pro-Forma Debt Service of the
          Restricted Group as at that Quarter Date shall be equal to or greater
          than the ratio set out in column two below corresponding to that date.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
COLUMN ONE                  COLUMN TWO                COLUMN ONE                 COLUMN TWO
QUARTER DATE            ANNUALISED EBITDA:           QUARTER DATE            ANNUALISED EBITDA:
                      PRO-FORMA DEBT SERVICE                              PRO-FORMA DEBT SERVICE
------------------------------------------------------------------------------------------------
<S>                           <C>                  <C>                            <C>
31 March 2003                 1.45:1               30 September 2006              1.25:1
30 June 2003                  1.45:1               31 December 2006               1.25:1
30 September 2003             1.35:1               31 March 2007                  1.25:1
31 December 2003              1.20:1               30 June 2007                   1.25:1
31 March 2004                 1.35:1               30 September 2007              1.25:1
30 June 2004                  1.35:1               31 December 2007               1.25:1
30 September 2004             1.35:1               31 March 2008                  1.30:1
31 December 2004              1.35:1               30 June 2008                   1.30:1
31 March 2005                 1.30:1               30 September 2008              1.30:1
30 June 2005                  1.30:1               31 December 2008               1.30:1
30 September 2005             1.20:1               31 March 2009                  1.20:1
31 December 2005              1.10:1               30 June 2009                   1.50:1
31 March 2006                 1.20:1               30 September 2009              1.75:1
30 June 2006                  1.25:1               31 December 2009               2.00:1
------------------------------------------------------------------------------------------------
</TABLE>



                                     - 72 -







<PAGE>   76



21.2     FINANCIAL DEFINITIONS

         In this Agreement the following terms have the following meanings.

         "ANNUALISED EBITDA" means:

         (a)      with respect to any calculations made under sub-clause
                  6.1.7(a) of Clause 6.1 (Drawdown Conditions for Revolving
                  Advances), the consolidated EBITDA of the Restricted Group for
                  the financial year ended 31 December 1999;

         (b)      with respect to (i) any calculations made under sub-clause
                  6.1.7(b) of Clause 6.1 (Drawdown Conditions for Revolving
                  Advances) prior to the delivery to the Agent of the
                  consolidated financial statements of the Restricted Group for
                  the Financial Quarter ended 31 September 2000 and (ii) the
                  calculation of the ratio of Senior Debt to Annualised EBITDA
                  on 30 June 2000 under this Clause 21, the consolidated EBITDA
                  of the Restricted Group for the Financial Quarter ended on 30
                  June 2000, multiplied by four; and

         (c)      with respect to any other Quarter Date, the consolidated
                  EBITDA of the Restricted Group for the Relevant Period ended
                  on such Quarter Date, multiplied by two.

         "CONSOLIDATED FINANCE CHARGES" means, in respect of each Relevant
         Period, the aggregate amount of the interest (including the interest
         element of leasing and hire purchase payments) commission, fees and
         other periodic finance payments paid or due and payable by any member
         of the Restricted Group in cash in respect of Financial Indebtedness
         during such a Relevant Period,

         (a)      including any commission, fees and other finance payments
                  payable by any member of the Restricted Group in cash under
                  any interest rate hedging arrangement;

         (b)      deducting any commission, fees and other finance payments
                  receivable by any member of the Restricted Group under any
                  interest rate hedging instrument permitted by this Agreement;
                  and

         (c)      excluding, for the avoidance of doubt, any capitalised
                  interest in respect of any Subordinated Funding or any other
                  payment in relation to Subordinated Funding which cannot be
                  made due to the subordination of such Subordinated Funding
                  remaining in full force and effect.

         "CONSOLIDATED PRO-FORMA DEBT SERVICE" means, on any Quarter Date, the
         aggregate of:

         (a)      save to the extent such will be immediately available for
                  reborrowing, all scheduled repayments of principal in respect
                  of the Facilities over the immediately succeeding twelve month
                  period after such Quarter Date; and

                                     - 73 -







<PAGE>   77



         (b)      the Consolidated Finance Charges of the Restricted Group for
                  the Relevant Period ended on such Quarter Date, multiplied by
                  two.

         "CURRENT ASSETS" means the aggregate of inventory, trade and other
         receivables of each member of the Restricted Group including sundry
         debtors (but excluding cash at bank) maturing within twelve months from
         the date of computation and excluding amounts due from either the
         Vendor or the Vendor's shareholders in connection with the Acquisition.

         "CURRENT LIABILITIES" means the aggregate of all liabilities (including
         trade creditors, accruals and provisions and prepayments) of each
         member of the Restricted Group falling due within twelve months from
         the date of computation but excluding consolidated aggregate
         Indebtedness for Borrowed Money of the Restricted Group falling due
         within such period and any interest on such Indebtedness for Borrowed
         Money due in such period and excluding amounts due to the Vendor in
         connection with the Acquisition.

         "EBIT" means, in respect of any period, the consolidated net income of
         the Restricted Group for such period adding back (only to the extent,
         in each case, deducted in calculating such consolidated net income):

         (a)      any provision on account of taxation;

         (b)      any interest (including capitalised interest), commission,
                  discounts or other fees incurred or payable, received or
                  receivable, by any member of the Restricted Group in respect
                  of Indebtedness for Borrowed Money;

         (c)      any amounts received or paid pursuant to the interest hedging
                  arrangements entered into in respect of the Facilities; and

         (d)      any items treated as exceptional or extraordinary items.

         "EBITDA" means, in respect of any period, EBIT for such period adding
         back (only to the extent, in each case, deducted in calculating EBIT):

         (a)      any amount attributable to amortisation of intangible assets
                  (including goodwill);

         (b)      depreciation of tangible assets and capitalised costs and
                  expenses; and

         (c)      amortisation, or the writing off, of transaction expenses in
                  relation to the Acquisition,

         and deducting any costs and expenses capitalised during such period
         (other than costs and expenses incurred in constructing or upgrading
         cable networks in the ordinary course of the Restricted Group's
         business).

                                     - 74 -







<PAGE>   78



         "EXCESS CASH FLOW" means, for any financial year, Operating Cash Flow
         for that period LESS

         (a)      Net Debt Service for that period; and

         (b)      voluntary prepayments of the Term Facilities during such
                  period.

         "FINANCIAL QUARTER" means the period commencing on the day after one
         Quarter Date and ending on the next Quarter Date.

         "NET DEBT SERVICE" means, in respect of any financial year, the
         aggregate of:

         (a)      Consolidated Finance Charges for the two Relevant Periods of
                  that financial year deducting any interest received by any
                  Obligor on any deposit or bank account; and

         (b)      save to the extent such were immediately reborrowed, the
                  aggregate of scheduled and mandatory payments of the
                  principal, capital or nominal amounts of any Indebtedness for
                  Borrowed Money which fell due during that financial year
                  (excluding any such payments which relate to Subordinated
                  Funding where such payments cannot be made due to the
                  subordination of such Subordinated Funding remaining in full
                  force and effect).

         "OPERATING CASH FLOW" means, in respect of any financial year, EBITDA
         of the Restricted Group for that financial year after:

         (a)      adding back:

                  (i)      any decrease in the amount of Working Capital at the
                           end of such a financial year compared against the
                           Working Capital at the start of such financial year;
                           and

                  (ii)     any cash receipt in respect of any exceptional or
                           extraordinary item; and

         (b)      deducting:

                  (i)      any amount of capital expenditure actually made by
                           any member of the Restricted Group;

                  (ii)     any increase in the amount of Working Capital at the
                           end of such financial year compared against the
                           Working Capital at the start of that financial year;

                  (iii)    any amount actually paid or due and payable in
                           respect of taxes on the profits of any member of the
                           Restricted Group; and

                  (iv)     any cash payment in respect of any exceptional or
                           extraordinary item,

                  and no amount shall be included or excluded more than once.



                                     - 75 -







<PAGE>   79



         "QUARTER DATE" means 31 March, 30 June, 30 September and 31 December in
         each year.

         "RELEVANT PERIOD" means each period of six months ending on a Quarter
         Date.

         "SENIOR DEBT" means, at any time (without double counting), the
         aggregate principal, capital or nominal amounts (including any
         capitalised interest) of indebtedness of any member of the Restricted
         Group constituting Indebtedness for Borrowed Money together with any
         other indebtedness of any member of the Restricted Group constituting
         Indebtedness for Borrowed Money which is due and payable and has not
         been paid at such time and in respect of which the grace period (if
         any) specified in the documentation relating thereto has expired but:

         (a)      excluding such Indebtedness for Borrowed Money of any member
                  of the Restricted Group to another member of the Restricted
                  Group to the extent permitted under this Agreement; and

         (b)      excluding any Indebtedness for Borrowed Money to the extent
                  such is Subordinated Funding.


         "WORKING CAPITAL" means on any date Current Assets less Current
         Liabilities.


21.3     FINANCIAL TESTING

         The financial covenants set out in Clause 21.1 (Financial Condition)
         shall be tested by reference to each of the financial statements
         delivered pursuant to Clause 20.2 (Quarterly Statements) and/or each
         Compliance Certificate delivered pursuant to Clause 20.4 (Compliance
         Certificates).

21.4     AUDITOR'S VERIFICATION

         The Agent may, at any time if it has reasonable grounds for believing
         that the figures prepared by the Principal Borrower are incorrect,
         inaccurate or incomplete at the Principal Borrower's expense require
         the auditors of the Restricted Group to verify the figures supplied by
         the Principal Borrower in connection with:

         21.4.1   the financial conditions set out in Clause 21.1 (Financial
                  Condition); or

         21.4.2   the financial conditions to be satisfied in order to permit a
                  reduction in the Margin in accordance with Clause 5.3 (Margin
                  Ratchet); or

         21.4.3   the financial condition to be satisfied to reduce mandatory
                  prepayments from Excess Cash flow in accordance with Clause
                  13.1 (Mandatory Prepayment from Excess Cash Flow).

         The Agent may also, in accordance with this Clause 21.4, request
         confirmation that any figure in a Compliance Certificate delivered
         under Clause 20.4 (Compliance Certificates) has been correctly
         extracted from the relevant financial statements delivered under Clause
         20 (Financial Information).

                                     - 76 -







<PAGE>   80



21.5     ACCOUNTING TERMS

         All accounting expressions which are not otherwise defined herein shall
         be construed in accordance with generally accepted accounting
         principles in Switzerland.

22.      COVENANTS

22.1     MAINTENANCE OF LEGAL VALIDITY

         Each Obligor shall:

         22.1.1   do all such things as are necessary to maintain its existence
                  as a legal person save where it shall cease to exist as a
                  legal person pursuant to the implementation of the
                  Reorganisation or an Additional Merger; and

         22.1.2   obtain, comply with the terms of and do all that is necessary
                  to maintain in full force and effect all authorisations,
                  approvals, licences and consents required in or by the laws of
                  its jurisdiction of incorporation to (a) enable it to lawfully
                  enter into and perform its obligations under the Finance
                  Documents to which it is a party and (b) ensure the legality,
                  validity, admissibility in evidence or (subject to the
                  Reservations) enforceability in its jurisdiction of
                  incorporation of the Finance Documents to which it is a party.

22.2     INSURANCE

         The Principal Borrower shall procure that each member of the Restricted
         Group maintains insurances on and in relation to its business and
         assets with reputable underwriters or insurance companies against such
         risks and to such extent as is usual for companies carrying on a
         business such as that carried on by such member of the Restricted
         Group.

22.3     ENVIRONMENTAL COMPLIANCE

         The Principal Borrower shall ensure that each member of the Restricted
         Group shall comply in all material respects with all Environmental Law
         and obtain and maintain any Environmental Permits, breach of which (or
         failure to obtain or maintain which) could reasonably be expected to
         have a Material Adverse Effect.

22.4     ENVIRONMENTAL CLAIMS

         The Principal Borrower shall inform the Agent in writing as soon as
         reasonably practicable upon becoming aware of the same if any
         Environmental Claim has been commenced or (to the best of the Principal
         Borrower's knowledge and belief) is threatened against any member of
         the Restricted Group in any case where such claim would be reasonably
         likely, if determined against such member of the Restricted Group, to
         have a Material Adverse Effect, or of any facts or circumstances which
         will or are reasonably likely to result in any Environmental Claim
         being commenced or threatened against any member of the Restricted
         Group in any case where such claim would be reasonably likely, if
         determined against such member of the Restricted Group, to have a
         Material Adverse Effect.

                                     - 77 -







<PAGE>   81



22.5     NOTIFICATION OF EVENTS OF DEFAULT

         The Principal Borrower shall promptly inform the Agent of the
         occurrence of any Event of Default or Potential Event of Default and,
         upon receipt of a written request to that effect from the Agent,
         confirm to the Agent that, save as previously notified to the Agent or
         as notified in such confirmation, no Event of Default or Potential
         Event of Default has occurred.

22.6     CLAIMS PARI PASSU

         Each Obligor shall ensure that, save for claims preferred by any
         bankruptcy, insolvency, liquidation or other similar laws of general
         application:

         22.6.1   at all times the claims of the Finance Parties against it
                  under the Finance Documents (other than the Security
                  Documents) to which it is a party rank at least pari passu
                  with the claims of all its other unsecured and unsubordinated
                  creditors; and

         22.6.2   at all times the claims of the Finance Parties against it
                  under the Security Documents to which it is a party rank ahead
                  of the claims of all its other creditors (other than (if and
                  to the extent applicable) creditors with the benefit of the
                  Permitted Encumbrances referred to in paragraphs (d), (e),
                  (f), (h), (i), (k) and (l) of the definition of that term)
                  against the assets the subject of the Encumbrances created by
                  such Security Documents.

22.7     CONSENTS AND APPROVALS

         Each Obligor (other than the Shareholder) shall, and the Principal
         Borrower shall procure that each member of the Restricted Group shall:

         22.7.1   apply for, obtain, preserve, keep in full force and effect and
                  comply in all material respects with the terms and conditions
                  of, all consents, licences (including, without limitation, the
                  Licences), authorisations and other approvals necessary to
                  allow such Obligor or the Restricted Group to conduct its
                  business in accordance with the Business Plan; and

         22.7.2   to the extent such Obligor or member of the Restricted Group
                  requires a telecommunication licence under the
                  Telecommunication Act to conduct its business in accordance
                  with the Business Plan, obtain or procure that such a licence
                  is obtained as soon as is reasonably practicable after the
                  date hereof and, in any event, by 30 June 2001.

         Each Obligor shall, and the Principal Borrower shall procure that each
         member of the Restricted Group shall, comply with all applicable laws,
         rules, regulations and orders and obtain and maintain all governmental
         and regulatory consents, licences, authorisations and approvals the
         failure to comply with which or the failure to obtain and maintain
         which could reasonably be expected to have a Material Adverse Effect.

22.8     CONDUCT OF BUSINESS

         Each Obligor (other than the Shareholder) shall, and the Principal
         Borrower shall procure that each member of the Restricted Group shall:

                                     - 78 -







<PAGE>   82



         22.8.1   carry on its business, or cause the same to be carried on, in
                  accordance with the terms and conditions of the Licences in
                  all material respects and no Obligor shall, and the Principal
                  Borrower shall procure that no member of the Restricted Group
                  shall knowingly, do, omit to do or suffer to be done, any act
                  whereby any person is entitled or empowered to revoke,
                  materially and adversely amend, suspend, withdraw or terminate
                  any Licence (except in each case where the failure to comply
                  with this sub-clause 22.8.1 could not reasonably be expected
                  to have a Material Adverse Effect); and

         22.8.2   save in order to effect the Reorganisation or an Additional
                  Merger, continue to carry on the business that it carries on
                  at the date hereof and not enter into any type of business
                  (other than, for the avoidance of doubt, a business which
                  relates to the operation of a telecommunications and/or cable
                  and/or television and/or telephone network or system or the
                  provision of such services) which would result in a material
                  change in the business of the Restricted Group taken as a
                  whole from the business of the Restricted Group as at the date
                  hereof.

22.9     COMPLIANCE WITH MATERIAL COMMERCIAL CONTRACTS

         Each Obligor (other than the Shareholder) shall, and the Principal
         Borrower shall procure that each member of the Restricted Group shall:

         22.9.1   comply in all material respects with its obligations under
                  each Material Commercial Contract to which it is party and
                  take all action necessary to ensure the continued validity and
                  enforceability of its rights thereunder;

         22.9.2   not amend, vary, novate or supplement any such Material
                  Commercial Contract in any material respect; and

         22.9.3   not terminate any such Material Commercial Contract prior to
                  its contractual termination date,

         if such non-compliance, failure to take action, amendment, variation,
         novation or supplement, or termination, as the case may be, could
         reasonably be expected to have a Material Adverse Effect.

22.10    PRESERVATION OF ASSETS

         Each Obligor (other than the Shareholder) shall, and the Principal
         Borrower shall procure that each member of the Restricted Group shall,
         maintain and preserve all of its assets that are necessary and material
         in the conduct of its business as conducted at the date hereof in good
         working order and condition (ordinary wear and tear excepted) and shall
         maintain in all material respects all books and records which are
         necessary in connection therewith or in connection with the conduct of
         its business.

22.11    SECURITY

         22.11.1  Each Obligor shall, at its own expense, take all such action
                  as the Agent may reasonably require for the purpose of
                  perfecting or protecting the Finance Parties' and the
                  Permitted Facilities Provider's rights under and preserving
                  the security interests intended to be created or evidenced by
                  any of the Finance

                                     - 79 -







<PAGE>   83



                  Documents to which it is a party, and following the making of
                  any declaration pursuant to Clause 23.19 (Acceleration and
                  Cancellation) or 23.20 (Advances Due on Demand) for
                  facilitating the realisation of any such security or any part
                  thereof.

         22.11.2  Each Obligor (other than the Shareholder) shall, to the extent
                  legally possible and as reasonably required by the Agent
                  (acting on the instructions of an Instructing Group and having
                  regard to the cost and expense involved) from time to time, to
                  the extent practicable create or procure the creation of
                  security over its material assets (to the extent such are not
                  secured by the Security Documents) in favour of the Finance
                  Parties to secure all or any of the obligations of the
                  Obligors under the Finance Documents and (if applicable) in
                  favour of the Permitted Facilities Provider to secure its
                  obligations under any of the documentation relating to the
                  Secured Permitted Facilities.

         22.11.3  The Principal Borrower shall procure that each member of the
                  Group who is not an Obligor and who utilises any part of the
                  Secured Permitted Facilities shall, to the extent legally
                  possible and as reasonably required by the Permitted
                  Facilities Provider (having regard to the cost and expense
                  involved), create or procure the creation of security over its
                  material assets in favour of the Permitted Facilities Provider
                  to secure all or any of its obligations in respect of the
                  Secured Permitted Facilities.

         22.11.4  Cablecom (Bern) AG shall, as soon as is reasonably practicable
                  and in any event within 75 days after the date hereof, procure
                  that any and all existing assignments over its receivables are
                  discharged and that such receivables are assigned in favour of
                  the Agent (on behalf of the Finance Parties and the Permitted
                  Facilities Provider) on the same terms as the Receivables and
                  Receivables Account Assignment.

22.12    ACCESS

         The Shareholder and Principal Borrower shall ensure that any one or
         more representatives, agents and advisers of the Agent and/or any of
         the Banks will be allowed, on reasonable grounds and with prior notice,
         to have access to the assets, books, records and premises of the
         Shareholder and each Restricted Group member and be permitted to
         inspect the same during normal business hours.

22.13    BANK ACCOUNTS

         Each Obligor (other than the Shareholder) shall, and the Principal
         Borrower shall ensure that each member of the Restricted Group shall,
         pay all sums received by it (whether from customers or otherwise) into
         a Receivables Account held by it, which is subject to security pursuant
         to the Security Documents.

22.14    VENDOR WARRANTIES

         The Parent, Shareholder and the Principal Borrower will, diligently
         pursue all material claims for breach of contract or warranty by, or
         misrepresentation by, or indemnity or other claim against the Vendor
         or, as appropriate, the Vendor's shareholders under or

                                     - 80 -







<PAGE>   84



         in connection with any Acquisition Documents, unless the Agent (acting
         on the instruction of an Instructing Group) has consented in writing to
         such claim not being made.

22.15    AMENDMENTS

         22.15.1  Neither the Parent, the Shareholder nor the Principal Borrower
                  shall, and the Parent shall procure that no relevant member of
                  the NTL Inc. Holding Group shall, amend, vary, novate,
                  supplement or terminate any of the Acquisition Documents, the
                  documentation relating to the Hivedown, any documentation
                  relating to the Subordinated NTL CV1 Debt or any other
                  Subordinated Funding, the constitutional documents or any
                  other document delivered to the Agent pursuant to Clauses 2.3
                  (Conditions Precedent) or 35.2 (Borrower Conditions Precedent)
                  or 36.2 (Guarantor Conditions Precedent) or waive any right
                  thereunder other than (a) any amendment, variation or waiver
                  which is of a minor or technical nature and (b) any amendments
                  to such constitutional documents which could not reasonably be
                  expected to have an adverse effect on the rights of the
                  Finance Parties under the Finance Documents.

         22.15.2  Neither the Shareholder nor the Principal Borrower shall, and
                  the Principal Borrower shall procure that no member of the
                  Restricted Group shall without the prior written consent of
                  the Agent, amend, vary, novate or supplement any documentation
                  relating to the Secured Permitted Facilities, other than any
                  amendment, variation or waiver which is of a minor or
                  technical nature.

22.16    NEGATIVE PLEDGE

         No Obligor (other than the Shareholder) shall (and the Principal
         Borrower shall ensure that no member of the Restricted Group shall)
         without the prior written consent of an Instructing Group, create or
         permit to subsist any Encumbrance over all or any of its present or
         future revenues or assets other than a Permitted Encumbrance.

22.17    LOANS AND GUARANTEES

         No Obligor (other than the Shareholder) shall (and the Principal
         Borrower shall ensure that no member of the Restricted Group shall)
         without the prior written consent of an Instructing Group, make any
         loans, grant any credit or give any guarantee or indemnity (except as
         required by the Finance Documents) to or for the benefit of any person
         or otherwise voluntarily assume any liability, whether actual or
         contingent, in respect of any obligation of any other person other than
         Permitted Loans and Guarantees.

22.18    FINANCIAL INDEBTEDNESS

         No Obligor shall, and the Principal Borrower shall procure that no
         member of the Restricted Group shall, incur, create or permit to
         subsist or have outstanding any Financial Indebtedness or enter into
         any agreement or arrangement whereby it is entitled to incur, create or
         permit to subsist any Financial Indebtedness other than, in either
         case, Permitted Financial Indebtedness.

                                     - 81 -







<PAGE>   85



22.19    ACQUISITIONS AND INVESTMENTS

         Other than the Acquisition or Permitted Acquisitions or pursuant to the
         implementation of the Reorganisation or Additional Mergers no Obligor
         shall, and the Principal Borrower shall procure that no member of the
         Restricted Group shall:

         22.19.1  purchase, subscribe for or otherwise acquire any shares (or
                  other securities or any interest therein) in, or incorporate,
                  any other company or agree to do any of the foregoing; or

         22.19.2  purchase or otherwise acquire any assets (other than in the
                  ordinary course of business), revenues or licences, or
                  (without limitation to any of the foregoing) acquire any
                  business or interest therein or agree to do so; or

         22.19.3  form, or enter into, any partnership, consortium, joint
                  venture or other like arrangement or agree to do so.

22.20    DIVIDENDS AND DISTRIBUTIONS

         22.20.1  The Principal Borrower shall not (and the Shareholder shall
                  vote its shares in the Principal Borrower accordingly), and
                  the Principal Borrower shall procure that no Restricted Group
                  member shall, pay, make or declare any dividend, return on
                  capital, repayment of capital contributions or other
                  distribution (whether in cash or in kind) or make any
                  distribution of assets or other payment whatsoever in respect
                  of share capital whether directly or indirectly, save for
                  Permitted Distributions. On the conversion of a Conversion
                  Subsidiary in accordance with paragraph (c) of the definition
                  of the Reorganisation, to the extent any such conversion
                  involves a decrease in the share capital of such a Conversion
                  Subsidiary, no dividend, return on capital, repayment of
                  capital contribution or other distribution to the shareholder
                  of the Conversion Subsidiary shall be made.

         22.20.2  The Principal Borrower shall not, and shall procure that no
                  Restricted Group member shall, pay any interest or return on
                  principal or repayment of principal or other distribution (in
                  cash or in kind) or make any distribution of assets or other
                  payment whatsoever in respect of any indebtedness which
                  constitutes Subordinated Funding, save for Permitted
                  Distributions.

22.21    DISPOSALS

         No Obligor shall, and the Principal Borrower shall ensure that no
         member of the Restricted Group shall, without the prior written consent
         of an Instructing Group, sell, lease, transfer or otherwise dispose of
         (including, without limitation, a sale or transfer of an asset where
         such is or may be leased to or re-acquired or acquired by a member of
         the Restricted Group), by one or more transactions or series of
         transactions (whether related or not), the whole or any part of its
         revenues or its assets (limited, in the case of the Shareholder, to its
         shareholdings in members of the Restricted Group) other than (a) in the
         implementation of the Reorganisation or pursuant to an Additional
         Merger and (b) Permitted Disposals.

                                     - 82 -







<PAGE>   86



22.22    MERGERS

         No Obligor shall, and the Principal Borrower shall ensure that no
         member of the Restricted Group shall merge or consolidate with any
         other person, enter into any demerger transaction or participate in any
         other type of corporate reconstruction (including, without limitation,
         liquidations or dissolutions), unless:

         22.22.1  such a merger, consolidation, demerger or reconstruction is
                  entered into (a) in the implementation of the Reorganisation
                  or pursuant to an Additional Merger or (b) as part of a
                  solvent re-organisation of the Restricted Group, the terms of
                  which have been approved in writing by the Agent (acting on
                  the instructions of an Instructing Group); and

         22.22.2  in all cases other than the Initial Mergers or an Additional
                  Merger, any Obligor involved in such a re-organisation will
                  (a) each exist as a surviving entity and remain subject to its
                  obligations under the Finance Documents to which it is a party
                  and (b) have freely distributable reserves at least equal to
                  the freely distributable reserves such an Obligor had
                  immediately prior to such a merger, consolidation, demerger or
                  reconstruction.

22.23    GUARANTORS

         The Principal Borrower shall ensure that at all times, the aggregate
         EBITDA of the Guarantors (in each case calculated on an unconsolidated
         basis) for any period of four consecutive Financial Quarters equals or
         exceeds 95 per cent. of the consolidated EBITDA of the Restricted Group
         for such period.

         For the purposes of this Clause 22.23 the aggregate EBITDA of the
         Guarantors and the consolidated EBITDA of the Restricted Group at any
         time:

                  (a)      prior to 1 July 2000, shall be equal to the aggregate
                           EBITDA of the Guarantors or, as the case may be, the
                           aggregate EBITDA of the Restricted Group for the
                           financial year ended 31 December 1999;

                  (b)      between 1 July 2000 and 30 September 2000, shall be
                           equal to the aggregate EBITDA of the Guarantors or,
                           as the case may be, the consolidated EBITDA of the
                           Restricted Group for the Financial Quarter ended on
                           30 June 2000, multiplied by four;

                  (c)      between 1 October 2000 and 31 December 2000, shall be
                           equal to the sum of the aggregate EBITDA of the
                           Guarantors or, as the case may be, the consolidated
                           EBITDA of the Restricted Group for the Financial
                           Quarters ended 30 June 2000 and 30 September 2000,
                           multiplied by two; and

                  (d)      on and after 1 January 2001, shall be equal to the
                           sum of the aggregate EBITDA of the Guarantors or, as
                           the case may be, the consolidated EBITDA of the
                           Restricted Group for the immediately preceding four
                           complete Financial Quarters.

                                     - 83 -







<PAGE>   87



         A breach of this Clause 22.23 shall not constitute an Event of Default
         if (i) one or more subsidiaries of the Principal Borrower become
         Additional Guarantors (in accordance with Clause 36.1 (Request for
         Additional Guarantor)), within five Business Days of the earlier of
         notice by the Agent to the Principal Borrower of the breach and the
         Principal Borrower becoming aware thereof and (ii) the Agent (acting
         reasonably) is satisfied that this Clause 22.23 will, as a result of
         the Additional Guarantors thereby created, be satisfied.

22.24    TREASURY TRANSACTIONS

         No Obligor (other than the Shareholder) shall, and the Principal
         Borrower shall procure that no member of the Restricted Group shall,
         enter into any Treasury Transaction other than Permitted Treasury
         Transactions.

22.25    SUBORDINATED DEBT

         The Principal Borrower shall not, and shall procure that no member of
         the Restricted Group shall:

         22.25.1  owe any indebtedness to any member of the NTL Inc. Group or
                  the NTL Inc. Holding Group which does not constitute (a)
                  Subordinated Funding or (b) indebtedness permitted under
                  sub-clause 22.28.3 of Clause 22.28 (Agreements with Related
                  Parties);

         22.25.2  unless permitted under the Subordination Deed or other
                  relevant subordination agreement or deed, and this Agreement,
                  pay, prepay or repay or defease, exchange or repurchase any
                  amount under the Subordinated NTL CV1 Debt or any other
                  Subordinated Funding.

22.26    HEDGING

         The Principal Borrower (and such other Borrowers selected by the
         Principal Borrower and approved by the Agent) shall, within 180 days of
         each Advance enter into Hedging Agreements satisfactory to the Agent in
         order to ensure that the total interest cost in respect of at least 40
         per cent. of the Loan is capped by interest rates agreed between the
         Principal Borrower and the Agent (both acting reasonably), for a
         minimum period of 4 years from the date on which the first such Hedging
         Agreement is entered into PROVIDED THAT the Principal Borrower shall
         not be required to enter into a Hedging Agreement in respect of any
         Advance if, on the date falling 180 days after the date of such
         Advance, at least 40 per cent. of the Loan is already so capped.

22.27    SHAREHOLDER

         The Shareholder shall not carry on any business other than as the
         holding company of the Principal Borrower (and, prior to the completion
         of the Initial Mergers, CC AG) and the holder of shares or interests in
         other persons acquired pursuant to paragraph (a) of the definition of
         Permitted Acquisitions and shall not:

         22.27.1  own any assets other than its shareholding in the Principal
                  Borrower (and, prior to the completion of the Initial Mergers,
                  CC AG) or other shares or assets acquired by it pursuant to a
                  Permitted Acquisition or intra-Group credit

                                     - 84 -







<PAGE>   88



                  balances arising from Subordinated Funding and credit balances
                  in bank accounts; and


         22.27.2  incur any liabilities of any nature whatsoever other than (a)
                  any Security contemplated pursuant to the terms of this
                  Agreement (b) Financial Indebtedness falling within paragraph
                  (e) of the definition of Permitted Financial Indebtedness, (c)
                  professional fees and administration costs in the ordinary
                  course of business, or (d) any liabilities under the Finance
                  Documents.

22.28    AGREEMENTS WITH RELATED PARTIES

         The Parent and the Principal Borrower shall ensure that there is no
         indebtedness outstanding, or any contract or arrangement entered into
         between (A) any member of the NTL Inc. Group or the NTL Inc. Holding
         Group and any member of the Restricted Group or (B) any member of the
         Restricted Group and any other member of the Restricted Group, other
         than:

         22.28.1  the Subordinated NTL CV1 Debt and any other Subordinated
                  Funding;

         22.28.2  contracts or arrangements entered into to effect the
                  Reorganisation or any Additional Merger; and

         22.28.3  other contracts or arrangements entered into on an arm's
                  length basis in good faith and in the commercial interests of
                  the parties thereto.

22.29    ACCOUNTING REFERENCE DATE

         The Principal Borrower shall retain, and shall ensure that each member
         of the Restricted Group retains, 31 December as its accounting
         reference date and shall not change the duration of any of its
         financial years.

22.30    THE REORGANISATION AND MORTGAGES

         22.30.1  The Parent, the Shareholder, the Principal Borrower and each
                  other relevant Obligor shall procure that the Reorganisation
                  is completed as soon as is reasonably practicable after the
                  date of this Agreement and in any event no later than 30 June
                  2000.

         22.30.2  Subject to the Principal Borrower obtaining appropriate Swiss
                  tax rulings granting a waiver of all or substantially all of
                  the Swiss source taxes which might otherwise be imposed on
                  interest payments under the Facilities, the Principal Borrower
                  and each relevant Obligor shall procure that the Mortgages are
                  entered into, and (to the extent deemed necessary by the
                  Agent's Swiss counsel) all necessary consents are obtained,
                  additional documents provided and filings made, on or about
                  the date on which the Reorganisation Share Pledges are entered
                  into as the final step of the Reorganisation (or, if such
                  Swiss tax rulings are obtained after the completion of the
                  Reorganisation, as soon as is reasonably practicable
                  thereafter). The Principal Borrower shall use its reasonable
                  efforts to obtain such Swiss tax rulings prior to the
                  completion of the Reorganisation. If the tax rulings do not
                  grant a waiver of

                                     - 85 -







<PAGE>   89



                  all or substantially all of the Swiss source taxes which might
                  otherwise be imposed on the interest payments under the
                  Facilities, the relevant Obligors shall cease to be under any
                  obligation to enter into the Mortgages.

22.31    REVISED GROUP STRUCTURE

         If the Principal Borrower becomes aware of any inaccuracies in the
         Group Structure Chart delivered to the Agent pursuant to Schedule 3 (
         Conditions Precedent), which relate to the items referred to in
         paragraphs (a), (b), (c) or (d) of the definition thereof, it will
         deliver to the Agent as soon as is reasonably practicable thereafter a
         revised Group Structure Chart which is true, complete and accurate.

23.      EVENTS OF DEFAULT

         Each of Clause 23.1 (Failure to Pay) to Clause 23.18 (Material Adverse
         Change) describes circumstances which constitute an Event of Default
         for the purposes of this Agreement.

23.1     FAILURE TO PAY

         Any sum due from an Obligor or the Obligors under the Finance Documents
         is not paid at the time, in the currency and in the manner specified
         therein unless such failure to pay is caused by administrative or
         technical error and:

         23.1.1   in the case of a payment of principal, payment is made within
                  one Business Day of the due date;

         23.1.2   in the case of a payment of interest or commitment commission,
                  payment is made within three Business Days of the due date; or

         23.1.3   in the case of a payment of any other amount payable under the
                  Finance Documents, payment is made within five Business Days
                  of the due date.

23.2     MISREPRESENTATION

         Any representation or statement made or deemed to be made by the Parent
         or an Obligor in the Finance Documents or in any notice or other
         document, certificate or statement delivered by it pursuant hereto or
         thereto or in connection herewith or therewith is or proves to have
         been incorrect or misleading in any material respect when made or
         deemed to be made and the circumstances giving rise to such inaccuracy,
         if capable of remedy or change, are not remedied or do not change, such
         that the relevant representation or statement would be correct and not
         misleading if repeated five Business Days after the earlier of (a) it
         being notified by the Agent to the Parent and the relevant Obligor as
         having been made inaccurately and (b) the Parent or the relevant
         Obligor becoming aware of such inaccuracy.

23.3     SPECIFIC COVENANTS

         The Parent or an Obligor fails duly to perform or comply with any of
         the obligations expressed to be assumed by it in Clause 20 (Financial
         Information) or Clause 22 (Covenants). No Event of Default under this
         Clause 23.3 will occur in relation to:

                                     - 86 -







<PAGE>   90



         23.3.1   Clause 20.1 (Annual Statements) to Clause 20.7 (Other
                  Financial Information), Clause 20.9 (General Information),
                  Clause 20.11 (Acquisition Information), if the failure to
                  comply with such is remedied within five Business Days of the
                  Agent giving notice thereof to the Parent or the relevant
                  Obligor; and

         23.3.2   Clause 22 (Covenants), (other than Clause 22.1 (Maintenance of
                  Legal Validity), Clause 22.6 (Claims Pari Passu), Clause 22.8
                  (Conduct of Business), Clause 22.11 (Security), Clause 22.13
                  (Bank Accounts), Clause 22.16 (Negative Pledge), Clause 22.17
                  (Loans and Guarantees), Clause 22.19 (Acquisitions and
                  Investments), Clause 22.20 (Dividends and Distributions),
                  Clause 22.21 (Disposals), Clause 22.22 (Mergers), Clause 22.23
                  (Guarantors), Clause 22.25 (Subordinated Debt), and Clause
                  22.28 (Agreements with Related Parties)) if the failure to
                  comply with such is capable of remedy and is remedied within
                  five Business Days of the date on which the relevant member of
                  the Restricted Group or the Principal Borrower became aware of
                  such failure to comply.

23.4     FINANCIAL CONDITION

         At any time any of the requirements of Clause 21.1 (Financial
         Condition) is not satisfied.

23.5     OTHER OBLIGATIONS

         The Parent or an Obligor fails duly to perform or comply with any other
         obligation expressed to be assumed by it in the Finance Documents and
         such failure, if capable of remedy, is not remedied within thirty days
         after the Agent has given notice thereof to the Parent or such Obligor
         (as the case may be).

23.6     CROSS DEFAULT

         Any Financial Indebtedness of any member of the Restricted Group is not
         paid when due, any Financial Indebtedness of the Shareholder or any
         member of the Restricted Group is declared to be or otherwise becomes
         due and payable prior to its specified maturity (on account of an event
         of default (howsoever described)), any commitment for any Financial
         Indebtedness of any member of the Restricted Group is cancelled or
         suspended (on account of an event of default (howsoever described)) by
         a creditor of such member of the Restricted Group or any creditor of
         any member of the Restricted Group becomes entitled (on account of an
         event of default (howsoever described)) to declare any Financial
         Indebtedness of such member of the Restricted Group due and payable
         prior to its specified maturity, PROVIDED THAT it shall not constitute
         an Event of Default if:

         23.6.1   with respect to all such Financial Indebtedness, other than
                  Financial Indebtedness incurred in the ordinary course of
                  business on usual and customary terms, the aggregate amount
                  thereof (or its equivalent in Swiss Francs) is less than
                  CHF10,000,000;

                                     - 87 -







<PAGE>   91



         23.6.2   with respect to all such Financial Indebtedness incurred in
                  the ordinary course of business on usual and customary terms,
                  the aggregate amount thereof (or its equivalent in Swiss
                  Francs) is less than CHF2,000,000; or

         23.6.3   such Financial Indebtedness comprises Subordinated Funding and
                  the subordination relating thereto is in full force and effect
                  at such time.

23.7     INSOLVENCY AND RESCHEDULING

         The Parent, the Shareholder or any member of the Restricted Group:

         23.7.1   is unable to pay its debts as they fall due;

         23.7.2   has liabilities (taking into account contingent and
                  prospective liabilities that would be taken into account in
                  the preparation of its annual financial statements) which
                  exceed the value of its assets;

         23.7.3   commences negotiations with any one or more of its creditors
                  with a view to the general readjustment or rescheduling of its
                  indebtedness (other than as part of a solvent reorganisation
                  of the Restricted Group, on terms which have been approved in
                  writing by the Agent, acting on the instructions of an
                  Instructing Group);

         23.7.4   makes a general assignment for the benefit of or a composition
                  with its creditors; or

         23.7.5   has a moratorium declared in respect of any of its
                  indebtedness.

23.8     WINDING-UP

         The Parent, the Shareholder or any member of the Restricted Group takes
         any corporate action or other steps are taken or legal proceedings are
         started for its winding-up, dissolution, administration or
         re-organisation (whether by way of voluntary arrangement, scheme of
         arrangement or otherwise) or for the appointment of a liquidator,
         receiver, administrator, administrative receiver, conservator,
         custodian, trustee or similar officer of it or of any or all of its
         revenues and assets PROVIDED THAT it shall not constitute an Event of
         Default if:

         23.8.1   such action, steps or proceedings relate to the Reorganisation
                  or to an Additional Merger or to a solvent liquidation or
                  re-organisation of a member of the Restricted Group which is
                  not an Obligor, or are on terms which have been approved in
                  writing by the Agent, acting on the instructions of an
                  Instructing Group; or

         23.8.2   such action, steps or proceedings (a) are frivolous or
                  vexatious, (b) do not relate to the appointment of an
                  administrator (or its equivalent in any other jurisdiction)
                  and (c) are contested in good faith by appropriate legal
                  action and are stayed or discharged within fourteen days of
                  their commencement.

                                     - 88 -




<PAGE>   92



23.9     EXECUTION OR DISTRESS

         Any execution or distress is levied against, or an encumbrancer takes
         possession of, the whole or any part of, the property, undertaking or
         assets of the Shareholder or any member of the Restricted Group or any
         event occurs which under the laws of the jurisdiction of incorporation
         of the Shareholder or, as the case may be, such member of the
         Restricted Group has a similar or analogous effect where:

         23.9.1   the aggregate value of such assets exceeds CHF600,000; and

         23.9.2   such execution, distress or possession is not discharged
                  within fourteen days.

23.10    FAILURE TO COMPLY WITH FINAL JUDGMENT

         The Shareholder or any member of the Restricted Group fails to comply
         with or pay any sum due from it under any final judgment or any final
         order made or given by any court of competent jurisdiction.

23.11    GOVERNMENTAL INTERVENTION

         By or under the authority of any government, (a) the management of any
         Obligor is wholly or partially displaced or the authority of any
         Obligor in the conduct of its business is wholly or partially curtailed
         or (b) all or a majority of the issued shares of any Obligor or the
         whole or any substantial part of its revenues or assets is seized,
         nationalised, expropriated or compulsorily acquired, in each case where
         such is not remedied to the satisfaction of the Agent within thirty
         days of the relevant event occurring.

23.12    OWNERSHIP OF THE RESTRICTED GROUP

         If:


         23.12.1  either the Principal Borrower or, prior to the completion of
                  the Initial Mergers, CC AG ceases to be a wholly-owned
                  subsidiary of the Shareholder; or

         23.12.2  the Principal Borrower ceases to own (either directly or
                  indirectly) the percentage of the issued share capital of each
                  of its subsidiaries which is a Guarantor as indicated on the
                  Group Structure Chart, save as a result of the Reorganisation
                  or any Additional Mergers.

23.13    OWNERSHIP OF SHAREHOLDER

         If:

         23.13.1  prior to it or any member of the NTL Inc. Holding Group
                  entering into a Permitted Joint Venture, the Parent ceases
                  (directly or indirectly) to:

                  (a)      own 100 per cent. of the issued share capital of the
                           Shareholder; or

                  (b)      to have the power to either control the casting of
                           all of the votes that might be cast at a general
                           meeting of the Shareholder or appoint or remove all
                           of the directors or equivalent officers of the
                           Shareholder; or

                                     - 89 -







<PAGE>   93



         23.13.2  after it or any member of the NTL Inc. Holding Group enters
                  into a Permitted Joint Venture, the Parent ceases (directly or
                  indirectly) to:

                  (a)      own at least 50 per cent. of the issued share capital
                           of the Shareholder; or

                  (b)      to have the power to either control the casting of at
                           least 50 per cent. of the maximum votes that might be
                           cast at a general meeting of the Shareholder or
                           appoint or remove at least half of the directors or
                           equivalent officers of the Shareholder.

23.14    REPUDIATION, SUBORDINATION AND SECURITY

         If:

         23.14.1  the Parent, NTL SPV Inc., NTL CV1 or any Obligor repudiates a
                  Finance Document; or

         23.14.2  the security intended to be created by, or the subordination
                  effected under, the Finance Documents is not or ceases to be
                  legal and valid and (except as contemplated by the
                  Reservations or, if capable of remedy, such as is remedied
                  within five Business Days of the earlier of (a) notice of the
                  relevant event by the Agent to the Parent and the Principal
                  Borrower and (b) the date on which the Parent, the Principal
                  Borrower or the relevant Obligor becomes aware of such event)
                  binding and enforceable.

23.15    ILLEGALITY

         At any time it is or becomes unlawful for the Parent or an Obligor to
         perform or comply with any or all of its obligations under the Finance
         Documents to which it is a party or any of the obligations of the
         Parent or an Obligor under the Finance Documents to which it is a party
         are not or cease to be legal and valid and (except as contemplated by
         the Reservations or, if capable of remedy, such as is remedied within
         five Business Days of the earlier of (a) notice of the relevant event
         by the Agent to the Parent or, as the case may be, the relevant Obligor
         and (b) the date on which the Parent or, as the case may be, the
         relevant Obligor becomes aware of such event) binding and enforceable.

23.16    ADVERSE PROCEEDINGS

         If any investigation or proceedings are commenced by, any government,
         court or regulatory agency or authority, which could reasonably be
         expected to be adversely determined, and if so determined, are
         reasonably likely to have a Material Adverse Effect.

23.17    SUBORDINATED FUNDING

         Any person (other than a Finance Party or an Obligor) party to the
         Subordination Deed or any other agreement or deed approved by the Agent
         in respect of Subordinated Funding fails to comply with its obligations
         under the Subordination Deed or such other agreement or deed and
         (unless an Obligor party to the Subordination Deed or any such other
         agreement or deed has also so failed to comply) such failure might

                                     - 90 -







<PAGE>   94



         reasonably be expected to have a material adverse effect on the
         subordination intended to be effected by the Subordination Deed or such
         other agreement or deed.

23.18    MATERIAL ADVERSE CHANGE

         Any event or circumstance occurs which has or could reasonably be
         expected to have a Material Adverse Effect.

23.19    ACCELERATION AND CANCELLATION

         Upon the occurrence of an Event of Default and at any time thereafter
         whilst it is continuing, the Agent may (and, if so instructed by an
         Instructing Group, shall) by notice to the Parent and the Principal
         Borrower (on its own behalf and on behalf of the other Borrowers):

         23.19.1  declare all or any part of the Advances to be immediately due
                  and payable (whereupon the same shall become so payable
                  together with accrued interest thereon and any other sums then
                  owed by the Borrowers under the Finance Documents) or declare
                  all or any part of the Advances to be due and payable on
                  demand of the Agent; and/or

         23.19.2  declare that any undrawn portion of the Facilities shall be
                  cancelled, whereupon the same shall be cancelled and the
                  Available Commitment of each Bank shall be reduced to zero;
                  and/or

         23.19.3  exercise (on its own behalf and on behalf of the Banks and the
                  Hedge Counterparties) all rights and remedies of a mortgagee
                  or a secured party at such time and (without limitation),
                  subject to the Security Documents and to the extent permitted
                  by applicable law, (a) foreclose on any or all of the assets
                  subject to the Security by any available judicial procedure,
                  (b) take possession of any or all of the assets subject to the
                  Security and the books and records relating thereto, with or
                  without judicial process and/or (c) enter any premises where
                  any assets subject to the Security, or any books and records
                  relating thereto, are located and take possession of and
                  remove the same therefrom.

23.20    ADVANCES DUE ON DEMAND

         If, pursuant to Clause 23.19 (Acceleration and Cancellation), the Agent
         declares all or any part of the Advances to be due and payable on
         demand of the Agent, then, and at any time thereafter, the Agent may
         (and, if so instructed by an Instructing Group, shall) by notice to the
         Borrowers:

         23.20.1  require repayment of all or such part of the Advances on such
                  date as it may specify in such notice (whereupon the same
                  shall become due and payable on the date specified together
                  with accrued interest thereon and any other sums then owed by
                  the Borrowers under the Finance Documents) or withdraw its
                  declaration with effect from such date as it may specify;
                  and/or

         23.20.2  select as the duration of any Interest Period or Term which
                  begins whilst such declaration remains in effect a period of
                  six months or less.

                                     - 91 -







<PAGE>   95



24.      GUARANTEE AND INDEMNITY

24.1     GUARANTEE AND INDEMNITY

         Subject to Clause 24.9 (Swiss Restrictions) and Clause 24.11 (Recourse
         to Shareholder), each of the Guarantors irrevocably and unconditionally
         jointly and severally:

         24.1.1   guarantees to each Finance Party the due and punctual
                  observance and performance of all the terms, conditions and
                  covenants on the part of each Borrower contained in the
                  Finance Documents and agrees to pay from time to time on
                  demand any and every sum or sums of money which each Borrower
                  is at any time liable to pay to any Finance Party under or
                  pursuant to the Finance Documents and which has become due and
                  payable but has not been paid at the time such demand is made;
                  and

         24.1.2   agrees as a primary obligation to indemnify each Finance Party
                  from time to time on demand from and against any loss incurred
                  by any Finance Party as a result of any of the obligations of
                  any Borrower under or pursuant to the Finance Documents being
                  or becoming void, voidable, unenforceable or ineffective as
                  against such Borrower for any reason whatsoever, whether or
                  not known to any Finance Party or any other person, the amount
                  of such loss being the amount which the person or persons
                  suffering it would otherwise have been entitled to recover
                  from such Borrower.

24.2     ADDITIONAL SECURITY

         The obligations of each Guarantor herein contained shall be in addition
         to and independent of every other security which any Finance Party may
         at any time hold in respect of any of any Obligor's obligations under
         the Finance Documents.

24.3     CONTINUING OBLIGATIONS

         The obligations of each Guarantor herein contained shall constitute and
         be continuing obligations notwithstanding any settlement of account or
         other matter or thing whatsoever and shall not be considered satisfied
         by any intermediate payment or satisfaction of all or any of the
         obligations of the Borrowers under the Finance Documents and shall
         continue in full force and effect until final payment in full of all
         amounts owing by any Borrowers under the Finance Documents and total
         satisfaction of all the Borrowers' actual and contingent obligations
         under the Finance Documents.

24.4     OBLIGATIONS NOT DISCHARGED

         Neither the obligations of each Guarantor herein contained nor the
         rights, powers and remedies conferred in respect of each Guarantor upon
         any Finance Party by the Finance Documents or by law shall be
         discharged, impaired or otherwise affected by:

         24.4.1   the winding-up, dissolution, administration or re-organisation
                  of any Obligor or any other person or any change in its
                  status, function, control or ownership;


                                     - 92 -







<PAGE>   96



         24.4.2   any of the obligations of any Obligor or any other person
                  under the Finance Documents or under any other security taken
                  in respect of any of its obligations under the Finance
                  Documents being or becoming illegal, invalid, unenforceable or
                  ineffective in any respect;

         24.4.3   time or other indulgence being granted or agreed to be granted
                  to any Obligor or any other person in respect of its
                  obligations under the Finance Documents or under any such
                  other security;

         24.4.4   any amendment to, or any variation, waiver or release of, any
                  obligation of any Obligor or any other person under the
                  Finance Documents or under any such other security;

         24.4.5   any failure to take, or fully to take, any security
                  contemplated hereby or otherwise agreed to be taken in respect
                  of any Obligor's obligations under the Finance Documents;

         24.4.6   any failure to realise or fully to realise the value of, or
                  any release, discharge, exchange or substitution of, any
                  security taken in respect of any Obligor's obligations under
                  the Finance Documents; or

         24.4.7   any other act, event or omission which, but for this Clause
                  24.4, might operate to discharge, impair or otherwise affect
                  any of the obligations of each Guarantor herein contained or
                  any of the rights, powers or remedies conferred upon any of
                  the Finance Parties by the Finance Documents or by law.

24.5     SETTLEMENT CONDITIONAL

         Any settlement or discharge between a Guarantor and any of the Finance
         Parties shall be conditional upon no security or payment to any Finance
         Party by an Obligor or any other person on behalf of an Obligor being
         avoided or reduced by virtue of any laws relating to bankruptcy,
         insolvency, liquidation or similar laws of general application and, if
         any such security or payment is so avoided or reduced, each Finance
         Party shall be entitled to recover the value or amount of such security
         or payment from such Guarantor subsequently as if such settlement or
         discharge had not occurred.

24.6     EXERCISE OF RIGHTS

         No Finance Party shall be obliged before exercising any of the rights,
         powers or remedies conferred upon them in respect of any Guarantor by
         the Finance Documents or by law:

         24.6.1   to make any demand of any Obligor (save where such demand is
                  expressly required by the terms of the Finance Documents);

         24.6.2   to take any action or obtain judgment in any court against any
                  Obligor;

         24.6.3   to make or file any claim or proof in a winding-up or
                  dissolution of any Obligor; or


                                     - 93 -







<PAGE>   97



         24.6.4   to enforce or seek to enforce any other security taken in
                  respect of any of the obligations of any Obligor under the
                  Finance Documents.

24.7     DEFERRAL OF GUARANTORS' RIGHTS

         Until all amounts which may be or become payable by the Borrowers under
         or in connection with the Finance Documents have been irrevocably paid
         in full and unless the Agent otherwise directs, no Guarantor will
         exercise any rights which it may have by reason of performance by it of
         its obligations under the Finance Documents:

         24.7.1   to be indemnified by a Borrower;

         24.7.2   to claim any contribution from any other guarantor of the
                  obligations of any Borrower under the Finance Documents;
                  and/or

         24.7.3   to take the benefit (in whole or in part and whether by way of
                  subrogation or otherwise) of any rights of the Finance Parties
                  under the Finance Documents or of any other guarantee or
                  security taken pursuant to, or in connection with, the Finance
                  Documents by any Finance Party.

24.8     APPROPRIATIONS

         Until all amounts which may be or become payable by the Borrowers under
         or in connection with the Finance Documents have been irrevocably paid
         in full, each Finance Party (or any trustee or agent on its behalf)
         may:

         24.8.1   refrain from applying or enforcing any other moneys, security
                  or rights held or received by that Finance Party (or any
                  trustee or agent on its behalf) in respect of those amounts,
                  or apply and enforce the same in such manner and order as it
                  sees fit (whether against those amounts or otherwise) and no
                  Guarantor shall be entitled to the benefit of the same; and

         24.8.2   hold in an interest-bearing suspense account any moneys
                  received from any Guarantor or on account of any Guarantor's
                  liability under this Clause 24.

24.9     SWISS RESTRICTIONS

         The Restricted Obligations of (a) each Swiss Obligor under this Clause
         24 and the Security Documents to which that Swiss Obligor is a party
         and (b) each Swiss Obligor under Clause 14 (Taxes) shall at all times
         be limited to the maximum amount of that Swiss Obligor's profits
         available for distribution as dividends at any given time (being the
         balance sheet profits and any reserves made for this purpose, in each
         case in accordance with article 675(2) and article 671(1) and (2), no.
         3, of the Swiss Federal Code of Obligations).

24.10    SWISS WITHHOLDING TAX

         Each Swiss Obligor shall:

         24.10.1  if and to the extent required by applicable law in force at
                  the relevant time:

                  (a)      subject to any applicable double taxation treaty,
                           deduct Swiss Anticipatory Tax (withholding tax) at
                           the rate of 35 per cent. (or such




                                     - 94 -







<PAGE>   98



                           other rate as in force from time to time) from any
                           payment made by it in respect of Restricted
                           Obligations;

                  (b)      pay any such deduction to the Swiss Federal Tax
                           Administration; and

                  (c)      notify (or procure that the Principal Borrower
                           notifies) the Agent that such a deduction has been
                           made in accordance with Clause 15.1 (Notification of
                           Requirement to Deduct Tax) and provide, in accordance
                           with Clause 15.2 (Evidence of Payment of Tax) the
                           Agent with evidence that such a deduction has been
                           paid to the Swiss Federal Tax Administration; and

         24.10.2  to the extent such a deduction is made, not be obliged to
                  either gross-up in accordance with Clause 14.1 (Tax Gross-up)
                  or indemnify the Finance Parties in accordance with Clause
                  14.2 (Tax Indemnity) in relation to any payment made by it in
                  respect of Restricted Obligations.

24.11    RECOURSE TO SHAREHOLDER

         The liability of the Shareholder under this Clause 24 shall at all
         times be limited to the proceeds of the Security granted by the
         Shareholder. A Finance Party shall not be entitled to take any further
         steps to recover from the Shareholder sums due to it under the Finance
         Documents and any claims the Finance Parties have against the
         Shareholder shall be extinguished once the Security granted by the
         Shareholder has been realised and the proceeds applied against sums due
         by the Shareholder under the Finance Documents.

25.      COMMITMENT COMMISSION AND FEES

25.1     COMMITMENT COMMISSION ON THE ORIGINAL TERM FACILITY

         The Borrowers, acting through the Principal Borrower, shall pay to the
         Agent for account of each Bank a commitment commission on the amount of
         such Bank's Available Term Commitment from day to day during the
         Original Term Availability Period, such commitment commission to be
         calculated at the rate of 0.75 per cent. per annum and payable in
         arrear on the last day of each successive period of three months which
         ends during the Original Term Availability Period and on the last day
         of the Original Term Availability Period.

25.2     COMMITMENT COMMISSION ON THE REVOLVING FACILITY

         The Borrowers, acting through the Principal Borrower, shall pay to the
         Agent for account of each Bank in respect of each Commitment Period (as
         defined below) a commitment commission calculated at the percentage
         rate per annum determined pursuant to Clause 25.3 (Rate of Revolving
         Facility Commitment Commission) on an amount equal to the average daily
         Available Revolving Commitments during such Commitment Period.

25.3     RATE OF REVOLVING FACILITY COMMITMENT COMMISSION

         The applicable rate of commitment commission for any Commitment Period
         in respect of the Revolving Facility shall be determined by reference
         to the average daily

                                     - 95 -







<PAGE>   99



utilisation of the Revolving Facility during such Commitment Period expressed as
a percentage of the average daily Revolving Commitment during such Commitment
Period and in accordance with the following scale:

<TABLE>
<CAPTION>
AVERAGE DAILY UTILISATION AS PERCENTAGE
OF AVERAGE DAILY REVOLVING COMMITMENT            APPLICABLE RATE OF
COMMISSION                                       COMMITMENT
<S>                                              <C>
Up to and including 50 per cent.                 0.75 per cent.
Over 50 per cent.                                0.50 per cent.
</TABLE>

25.4     DEFINITIONS AND AVERAGE CALCULATIONS

         For the purposes of Clauses 25.2 (Commitment Commission on the
         Revolving Facility) and Clause 25.3 (Rate of Revolving Facility
         Commitment Commission):

         25.4.1   "COMMITMENT PERIOD" means each successive period of three
                  months during the period beginning on the date hereof and
                  ending on the Revolving Termination Date (except that if the
                  last such period would otherwise extend beyond the Revolving
                  Termination Date it shall be shortened so as to end on that
                  date).

         25.4.2   The average daily utilisation of the Revolving Facility during
                  a Commitment Period shall equal the sum of all Revolving
                  Advances made by the Banks and outstanding on each day during
                  such Commitment Period, divided by the number of days in such
                  Commitment Period.

         25.4.3   The average daily Revolving Commitments during a Commitment
                  Period shall equal the aggregate of the Revolving Commitments
                  on each day during such Commitment Period divided by the
                  number of days in such Commitment Period.

         25.4.4   The average daily Available Revolving Commitments during a
                  Commitment Period shall equal the aggregate of the Available
                  Revolving Commitments on each day during such Commitment
                  Period divided by the number of days in such Commitment
                  Period.

25.5     PAYMENT OF COMMITMENT COMMISSION

         The Agent shall promptly after the end of each Commitment Period notify
         the Principal Borrower (on its own behalf and on behalf of the
         Borrowers) and the Banks of the amounts payable by the Borrowers under
         Clause 25.2 (Commitment Commission on the Revolving Facility) in
         respect of such Commitment Period and the Borrowers, acting through the
         Principal Borrower, shall pay such amount to the Agent for account of
         the Banks pro rata to each Bank's Revolving Commitment hereunder from
         time to time during the applicable Commitment Period, within five
         Business Days of such notification.

                                     - 96 -







<PAGE>   100



25.6     AGENCY AND OTHER FEES

         The Parent shall:

         25.6.1   pay (or shall procure that the Principal Borrower shall pay)
                  to the Agent for its own account the agency fees specified in
                  the letter dated 16 February 2000 from the Arrangers to the
                  Parent at the times, and in the amounts, specified in such
                  letter; and

         25.6.2   pay (or shall procure that the Principal Borrower shall pay)
                  to the Arrangers the fees specified in the letters dated 16
                  February 2000 from the Arrangers to the Parent (and the
                  attachments thereto) at the times, and in the amounts,
                  specified in such letters.

26.      COSTS AND EXPENSES

26.1     PRESERVATION AND ENFORCEMENT OF RIGHTS

         The Borrowers, acting through the Principal Borrower, shall, from time
         to time on demand of the Agent, reimburse the Finance Parties for all
         costs and expenses (including legal fees) on a full indemnity basis
         together with any VAT thereon incurred in or in connection with the
         preservation and/or enforcement of any of the rights of the Finance
         Parties under the Finance Documents and any document referred to in the
         Finance Documents (including, without limitation, any costs and
         expenses reasonably incurred in relation to any investigation as to
         whether or not an Event of Default might have occurred or is likely to
         occur or any steps necessary or desirable in connection with any
         proposal for remedying or otherwise resolving an Event of Default or
         Potential Event of Default).

26.2     STAMP TAXES

         The Borrowers, acting through the Principal Borrower, shall pay all
         stamp, registration and other taxes to which the Finance Documents, any
         other document referred to in the Finance Documents (save as otherwise
         specified therein) or any judgment given in connection therewith is or
         at any time may be subject and shall, from time to time on demand of
         the Agent, indemnify the Finance Parties against any liabilities,
         costs, claims and expenses resulting from any failure to pay or any
         delay in paying any such tax.

26.3     AMENDMENT COSTS

         If an Obligor requests any amendment, waiver or consent then the
         Borrowers, acting through the Principal Borrower, shall, within five
         Business Days of demand by the Agent, reimburse the Agent for all costs
         and expenses (including legal fees) together with any VAT thereon
         reasonably incurred by it in responding to or complying with such
         request.

26.4     BANKS' LIABILITIES FOR COSTS

         If the Borrowers fail to perform any of their obligations under this
         Clause 26, each Bank shall, in its Proportion, indemnify the Agent
         against any loss incurred by the Agent as a result of such failure.

                                     - 97 -







<PAGE>   101



27.      DEFAULT INTEREST AND BREAK COSTS

27.1     DEFAULT INTEREST PERIODS

         If any sum due and payable by an Obligor hereunder is not paid on the
         due date therefor in accordance with Clause 30 (Payments) or if any sum
         due and payable by an Obligor under any judgment of any court in
         connection herewith is not paid on the date of such judgment, the
         period beginning on such due date or, as the case may be, the date of
         such judgment and ending on the date upon which the obligation of such
         Obligor to pay such sum is discharged shall be divided into successive
         periods, each of which (other than the first) shall start on the last
         day of the preceding such period and the duration of each of which
         shall (except as otherwise provided in this Clause 27) be selected by
         the Agent.

27.2     DEFAULT INTEREST

         An Unpaid Sum shall bear interest during each Interest Period in
         respect thereof at the rate per annum which is one per cent. per annum
         above the percentage rate which would apply if such Unpaid Sum had been
         an Advance in the amount and currency of such Unpaid Sum and for the
         same Interest Period, PROVIDED THAT if such Unpaid Sum relates to an
         Advance which became due and payable on a day other than the last day
         of an Interest Period or Term relating thereto:

         27.2.1   the first Interest Period applicable to such Unpaid Sum shall
                  be of a duration equal to the unexpired portion of the current
                  Interest Period or Term relating to that Advance; and

         27.2.2   the percentage rate of interest applicable thereto from time
                  to time during such period shall be that which exceeds by one
                  per cent. the rate which would have been applicable to it had
                  it not so fallen due, save that the Margin shall be, or be
                  deemed to be, 2.50 per cent. per annum.

27.3     PAYMENT OF DEFAULT INTEREST

         Any interest which shall have accrued under Clause 27.2 (Default
         Interest) in respect of an Unpaid Sum shall be due and payable and
         shall be paid by the Obligor owing such Unpaid Sum on the last day of
         each Interest Period in respect thereof or on such other dates as the
         Agent may specify by notice to such Obligor.

27.4     BREAK COSTS

         If any Bank or the Agent on its behalf receives or recovers all or any
         part of such Bank's share of an Advance or Unpaid Sum otherwise than on
         the last day of an Interest Period or Term relating thereto, the
         Principal Borrower shall pay to the Agent within three Business Days of
         demand for account of such Bank an amount equal to the amount (if any)
         by which (a) the additional interest which would have been payable on
         the amount so received or recovered had it been received or recovered
         on the last day of that Interest Period or Term exceeds (b) the amount
         of interest which that Bank would have been able to obtain by placing
         an amount equal to the amount so received or recovered on deposit with
         a prime bank in London for a period starting on the

                                     - 98 -







<PAGE>   102



         Business Day following the date of such receipt or recovery and ending
         on the last day of that Interest Period or Term.

28.      BORROWERS' INDEMNITIES

28.1     BORROWERS' INDEMNITY

         The Borrowers, acting through the Principal Borrower, undertake to
         indemnify:

         28.1.1   each Finance Party against any cost, claim, loss, expense
                  (including legal fees) or liability together with any VAT
                  thereon, which it may sustain or incur as a consequence of the
                  occurrence of any Event of Default or any default by any
                  Obligor in the performance of any of the obligations expressed
                  to be assumed by it in the Finance Documents;

         28.1.2   each Bank against any cost or loss it may suffer under Clause
                  26.4 (Banks' Liabilities for Costs) or Clause 33.6
                  (Indemnification); and

         28.1.3   each Bank against any cost or loss it may suffer or incur as a
                  result of its funding or making arrangements to fund its
                  portion of an Advance requested by any Borrower but not made
                  by reason of the operation of any one or more of the
                  provisions hereof.

28.2     CURRENCY INDEMNITY

         If any sum (a "SUM") due from an Obligor under the Finance Documents or
         any order or judgment given or made in relation thereto has to be
         converted from the currency (the "FIRST CURRENCY") in which such Sum is
         payable into another currency (the "SECOND CURRENCY") for the purpose
         of:

         28.2.1   making or filing a claim or proof against such Obligor;

         28.2.2   obtaining or enforcing an order or judgment, in any court or
                  other tribunal or authority,

         the Borrowers, acting through the Principal Borrower, shall indemnify
         each person to whom such Sum is due from and against any loss suffered
         or incurred as a result of any discrepancy between (a) the rate of
         exchange used for such purpose to convert such Sum from the First
         Currency into the Second Currency and (b) the rate or rates of exchange
         available to such person at the time of receipt of such Sum.

29.      CURRENCY OF ACCOUNT AND PAYMENT

         The Swiss Franc is the currency of account and payment for each and
         every sum at any time due from an Obligor hereunder, PROVIDED THAT:

         29.1.1   each payment in respect of costs and expenses shall be made in
                  the currency in which the same were incurred; and

         29.1.2   each payment pursuant to Clause 14.2 (Tax Indemnity), Clause
                  16.1 (Increased Costs) or Clause 28.1 (Borrowers' Indemnity)
                  shall be made in the currency specified by the party claiming
                  thereunder.

                                     - 99 -







<PAGE>   103



30.      PAYMENTS

30.1     NOTIFICATION OF PAYMENTS

         Without prejudice to the liability of each party hereto promptly to pay
         each amount owing by it hereunder on the due date therefor, whenever a
         payment is expected to be made by any of the parties hereto, the Agent
         shall, at least two Business Days prior to the expected date for such
         payment, notify all the parties hereto of the amount, currency and
         timing of such payment and the identity of the party liable to make
         such payment.

30.2     PAYMENTS TO THE AGENT

         On each date on which this Agreement requires an amount to be paid by
         an Obligor or a Bank, such Obligor or, as the case may be, such Bank
         shall make the same available to the Agent for value on the due date at
         such time and in such funds and to such account with such bank as the
         Agent shall (acting reasonably) specify from time to time.

30.3     PAYMENTS BY THE AGENT

         30.3.1   Save as otherwise provided herein, each payment received by
                  the Agent pursuant to Clause 30.2 (Payments to the Agent)
                  shall:

                  (a)      in the case of a payment received for the account of
                           a Borrower, be made available by the Agent to such
                           Borrower by application:

                           (i)      first, in or towards payment the same day of
                                    any amount then due from such Borrower
                                    hereunder to the person from whom the amount
                                    was so received; and

                           (ii)     secondly, in or towards payment the same day
                                    to the account of such Borrower with such
                                    bank in Zurich as such Borrower shall have
                                    previously notified to the Agent for this
                                    purpose; and

                  (b)      in the case of any other payment, be made available
                           by the Agent to the person entitled to receive such
                           payment in accordance with this Agreement (in the
                           case of a Bank, for the account of its Facility
                           Office) for value the same day by transfer to such
                           account of such person with such bank in Zurich as
                           such person shall have previously notified to the
                           Agent.

         30.3.2   A payment will be deemed to have been made by the Agent on the
                  date on which it is required to be made under this Agreement
                  if the Agent has, on or before that date, taken steps to make
                  that payment in accordance with the regulations or operating
                  procedures of the clearing or settlement system used by the
                  Agent in order to make the payment.

                                     - 100 -







<PAGE>   104



30.4     NO SET-OFF

         All payments required to be made by an Obligor hereunder shall be
         calculated without reference to any set-off or counterclaim and shall
         be made free and clear of and without any deduction for or on account
         of any set-off or counterclaim.

30.5     CLAWBACK

         Where a sum is to be paid hereunder to the Agent for account of another
         person, the Agent shall not be obliged to make the same available to
         that other person until it has been able to establish to its
         satisfaction that it has actually received such sum, but if it does so
         and it proves to be the case that it had not actually received such
         sum, then the person to whom such sum was so made available shall on
         request refund the same to the Agent together with an amount sufficient
         to indemnify the Agent against any cost or loss it may have suffered or
         incurred by reason of its having paid out such sum prior to its having
         received such sum.

30.6     SECURITY PROCEEDS

         Each Security Party (other than the Agent) shall promptly pay all
         Security Proceeds recovered by it to the Agent. All Security Proceeds
         received, recovered or paid to the Agent will be held and applied by
         the Agent as follows:

         30.6.1   to the extent such sums are not denominated in Swiss Francs,
                  they will be converted by the Agent into the equivalent amount
                  of Swiss Francs; and

         30.6.2   the net Security Proceeds will then be credited to such
                  account or accounts as the Agent thinks fit pending their
                  application in accordance with Clause 30.7 (Application of
                  Security Proceeds), the Agent being entitled to retain the net
                  Security Proceeds in such account or accounts whilst any
                  Obligor remains under any actual or contingent obligations
                  under the Finance Documents and/or any member of the Group
                  remains under any actual or contingent obligations under or in
                  respect of the Secured Permitted Facilities.

30.7     APPLICATION OF SECURITY PROCEEDS

         Amounts standing to the credit of the account or accounts referred to
         in Clause 30.6 (Security Proceeds) shall (save to the extent prohibited
         by any applicable law) be applied by the Agent in the following order
         of priority:

         30.7.1   FIRST, in or towards payment of any unpaid costs and expenses
                  of the Agent;

         30.7.2   SECONDLY, in or towards discharging all assessments to tax
                  made on the Agent (or, as the case may be, any other Security
                  Party) in respect of any of the Security held by it or its
                  receipt of the Security Proceeds;

         30.7.3   THIRDLY, after setting aside any sums which the Agent believes
                  will or may become payable under either sub-clause 30.7.1 or
                  sub-clause 30.7.2 above, in or towards satisfying the
                  Principal Borrower's obligations to the Banks under sub-clause
                  28.1.2 of Clause 28.1 (Borrowers' Indemnities);

                                     - 101 -







<PAGE>   105



         30.7.4   FOURTHLY, to the Finance Parties and the Permitted Facilities
                  Provider in or towards the discharge, pro rata, of all sums
                  due and payable by the Parent or the Obligors under the
                  Finance Documents or, as the case may be, by any members of
                  the Group under or in respect of the Secured Permitted
                  Facilities;

         30.7.5   FIFTHLY, if no Obligor has any further actual or contingent
                  liability under the Finance Documents and no member of the
                  Group has any further actual or contingent liability under the
                  documentation relating to the Secured Permitted Facilities, in
                  payment to the extent necessary to any person the Agent is
                  obliged to pay in priority to the member of the Group
                  otherwise entitled to such sum; and

         30.7.6   thereafter, in payment to the member of the Group entitled to
                  such sum.


         The Permitted Facilities Provider shall, for the purposes of enabling
         the Agent to determine the amounts to be applied in accordance with the
         provisions of Clause 30.7.4 and Clause 30.7.5, promptly after the Agent
         declares all or any part of the Advances to be immediately due and
         payable in accordance with either Clause 23.19 (Acceleration and
         Cancellation) or Clause 23.20 (Advances Due on Demand), notify the
         Agent of the amounts due and payable to it under or in respect of the
         Secured Permitted Facilities (identifying, in such notification, the
         nature of each such amount payable, whether it is in respect of
         principal, interest or some other obligation).

30.8     PARTIAL PAYMENTS

         If and whenever:

         30.8.1   a payment is made by an Obligor hereunder and the Agent
                  receives an amount less than the due amount of such payment;
                  or

         30.8.2   the Agent is to apply Security Proceeds in or towards the
                  discharge of all sums due and payable by the Parent or the
                  Obligors under the Finance Documents and/or payable by any
                  members of the Group under or in respect of the Secured
                  Permitted Facilities, but the Security Proceeds to be so
                  applied are less than such sums due and payable,

         the Agent may apply the amount received towards the obligations of the
         Obligors under the Finance Documents and the obligations of any members
         of the Group under or in respect of the Secured Permitted Facilities,
         in the following order:

         (a)      FIRST, in or towards payment of any unpaid costs and expenses
                  of the Agent;

         (b)      SECONDLY, in or towards payment pro rata of any accrued
                  interest or commitment commission due but unpaid;

         (c)      THIRDLY, in or towards payment pro rata of any principal due
                  but unpaid; and


         (d)      FOURTHLY, in or towards payment pro rata of any other sum due
                  but unpaid.


                                     - 102 -


<PAGE>   106
30.9     VARIATION OF PARTIAL PAYMENTS
         The order of partial payments set out in Clause 30.8 (Partial Payments)
         shall, in the case of the payment made by any member of the Group,
         override any appropriation made by the member of the Group to which the
         partial payment relates but the order set out in sub-clauses (b), (c)
         and (d) of Clause 30.8 (Partial Payments) may be varied if agreed by,
         in the case of a payment falling within sub-clause 30.8.1 of Clause
         30.8 (Partial Payments) all the Banks and, in the case of a payment
         falling within sub-clause 30.8.2 of Clause 30.8 (Partial Payments), by
         all the Banks and the Permitted Facilities Provider.

30.10    BUSINESS DAYS
         30.10.1  Any payment which is due to be made on a day that is not a
                  Business Day shall be made on the next Business Day in the
                  same calendar month (if there is one) or the preceding
                  Business Day (if there is not).

         30.10.2  During any extension of the due date for payment of any
                  principal or an Unpaid Sum under this Agreement interest is
                  payable on the principal at the rate payable on the original
                  due date.

31.      SET-OFF

31.1     CONTRACTUAL SET-OFF
         Each Obligor authorises each Bank, at any time any sum is due and
         payable hereunder and remains unpaid, to apply any credit balance to
         which such Obligor is entitled on any account of such Obligor with such
         Bank in satisfaction of any sum due and payable from such Obligor to
         such Bank under the Finance Documents but unpaid. For this purpose,
         each Bank is authorised to purchase with the moneys standing to the
         credit of any such account such other currencies as may be necessary to
         effect such application.

31.2     SET-OFF NOT MANDATORY
         No Bank shall be obliged to exercise any right given to it by Clause
         31.1 (Contractual Set-off).

32.      SHARING

32.1     PAYMENTS TO BANKS
         If (a) prior to the Agent declaring all or any part of the Advances to
         be immediately due and payable in accordance with either Clause 23.19
         (Acceleration and Cancellation) or Clause 23.30 (Advances Due on
         Demand), a Bank (a "RECOVERING BANK") applies any receipt or recovery
         from an Obligor to a payment due and payable under this Agreement and
         such amount is received or recovered other than in accordance with
         Clause 30.3 (Payments by the Agent), or (b) after the Agent declaring
         all or any part of the Advances to be immediately due and payable in
         accordance with either Clause 23.19 (Acceleration and Cancellation) or
         Clause 23.20 (Advances Due on Demand), a Bank or the Permitted
         Facilities Provider (a "RECOVERING ENTITY") applies any receipt or
         recovery from a member of the Group to a payment due and payable under
         this Agreement and/or the documentation relating to the Secured
         Permitted

                                    - 103 -
<PAGE>   107


         Facilities and such amount is received or recovered other than in
         accordance with Clause 30.7 (Application of Security Proceeds) or
         Clause 30.8 (Partial Payments), then such Recovering Bank or, as the
         case may be, such Recovering Entity shall:

         32.1.1   notify the Agent of such receipt or recovery;

         32.1.2   at the request of the Agent, promptly pay to the Agent an
                  amount (the "SHARING PAYMENT") equal to such receipt or
                  recovery less any amount which the Agent determines may be
                  retained by such Recovering Bank or, as the case may be, such
                  Recovering Entity as its share of any payment to be made in
                  accordance with Clause 30.8 (Partial Payments).

32.2     REDISTRIBUTION OF PAYMENTS
         The Agent shall treat the Sharing Payment as if it had been paid by the
         relevant member of the Group and distribute it between the Finance
         Parties (other than the Recovering Bank) or, as the case may be,
         between the Security Parties (other than the Recovering Entity) in
         accordance with Clause 30.8 (Partial Payments).

32.3     RECOVERING BANK'S RIGHTS
         The Recovering Bank or, as the case may be, the Recovering Entity will
         be subrogated into the rights of the parties which have shared in a
         redistribution pursuant to Clause 32.2 (Redistribution of Payments) in
         respect of the Sharing Payment (and the relevant Obligor (or, in the
         case of any member of the Group which is not an Obligor, the Principal
         Borrower shall procure that such member of the Group) shall be liable
         to the Recovering Bank or, as the case may be, the Recovering Entity in
         an amount equal to the Sharing Payment).

32.4     REPAYABLE RECOVERIES
         If any part of the Sharing Payment received or recovered by a
         Recovering Bank or, as the case may be, the Recovering Entity becomes
         repayable and is repaid by such Recovering Bank or, as the case may be,
         by such Recovering Entity, then:

         32.4.1   each party which has received a share of such Sharing Payment
                  pursuant to Clause 32.2 (Redistribution of Payments) shall,
                  upon request of the Agent, pay to the Agent for account of
                  such Recovering Bank or, as the case may be, such Recovering
                  Entity an amount equal to its share of such Sharing Payment;
                  and

         32.4.2   such Recovering Bank's or, as the case may be, such Recovering
                  Entity's rights of subrogation in respect of any reimbursement
                  shall be cancelled and the relevant member of the Group will
                  be liable to the reimbursing party for the amount so
                  reimbursed.

32.5     EXCEPTION
         This Clause 32 shall not apply if the Recovering Bank or, as the case
         may be, the Recovering Entity would not, after making any payment
         pursuant hereto, have a valid and enforceable claim against the
         relevant member of the Group.

                                    - 104 -
<PAGE>   108


32.6     RECOVERIES THROUGH LEGAL PROCEEDINGS
         If any Bank intends to commence any action in any court it shall give
         prior notice to the Agent and the other Banks. If any Bank shall
         commence any action in any court to enforce its rights hereunder and,
         as a result thereof or in connection therewith, receives any amount,
         then such Bank shall not be required to share any portion of such
         amount with any Bank which has the legal right to, but does not, join
         in such action or commence and diligently prosecute a separate action
         to enforce its rights in another court.

32.7     HEDGING AGREEMENTS
         The Principal Borrower shall provide the Agent with, as soon as is
         reasonably practicable after the same are entered into, copies of the
         Hedging Agreements entered into by either it or any other Borrowers
         selected by it pursuant to Clause 22.26 (Hedging). The Principal
         Borrower and each Hedging Bank shall ensure that each Hedging Agreement
         to which (a) (in the case of the Principal Borrower) it or any other
         member of the Group is a party or (b) (in the case of a Hedging Bank)
         it or any of its affiliates is a party as a Hedge Counterparty:

         32.7.1   provides for "two-way payments" in the event of a termination
                  of a hedging transaction entered into pursuant to a Hedging
                  Agreement whether upon a termination event or an event of
                  default (each as defined in the Hedging Agreement), meaning
                  that the defaulting party under that Hedging Agreement will be
                  entitled to receive payment under the relevant termination
                  provisions if the net replacement value of all terminated
                  transactions affected under the Hedging Agreement is in its
                  favour;

         32.7.2   includes as an event of default (as defined in the Hedging
                  Agreement) an Event of Default.

32.8     TERMINATION OF HEDGING AGREEMENTS
         Each Hedging Bank shall:

         32.8.1   if (a) any hedging transaction under any Hedging Agreement to
                  which it (or, as the case may be, its affiliate) is a party is
                  terminated, (b) a settlement amount or other amount falls due
                  from it (or, as the case may be, its affiliate) to any Obligor
                  under such a Hedging Agreement and (c) the Security has
                  become, and remains at the proposed date of payment,
                  enforceable, pay (or procure that its affiliate pays) such a
                  settlement amount to the Agent as Security Proceeds for
                  application in accordance with Clause 30.7 (Application of
                  Security Proceeds); and

         32.8.2   unless the Agent otherwise instructs it, exercise (or procure
                  that its affiliate exercises) any rights it may have to
                  terminate the hedging transactions under the Hedging
                  Agreements to which either it or its affiliate is a party as
                  soon as is reasonably practicable after the date on which the
                  Agent declares all or any part of the Advances to be
                  immediately due and payable in accordance with

                                    - 105 -
<PAGE>   109


                  either Clause 23.19 (Acceleration and Cancellation) or Clause
                  23.20 (Advances Due on Demand).

32.9     RIGHTS OF HEDGE COUNTERPARTIES
         Whilst any Obligor has any actual or contingent liabilities under the
         Finance Documents, except with the prior consent of the Agent (acting
         on the instructions of an Instructing Group), no Hedging Bank will (and
         each Hedging Bank will procure that any of its affiliates who are Hedge
         Counterparties do not):

         32.9.1   demand or receive payment, prepayment, repayment, or any
                  distribution in respect of or on account of any of the Hedging
                  Liabilities in cash or in kind or apply any money or property
                  in or towards the discharge of any Hedging Liabilities except
                  for:

                  (a)      scheduled payments arising under the terms of the
                           Hedging Agreements; and

                  (b)      the proceeds of enforcement of the Security Documents
                           received and applied in the order permitted by Clause
                           30.7 (Application of Security Proceeds);

         32.9.2   exercise any right it might otherwise have pursuant to any
                  Hedging Agreement to terminate any hedging transactions under
                  such Hedging Agreement or to refuse to make any payment due
                  from it under such hedging transactions until the Agent
                  declares all or any part of the Advances to be immediately due
                  and payable in accordance with either Clause 23.19
                  (Acceleration and Cancellation) or Clause 23.20 (Advances Due
                  on Demand);

         32.9.3   discharge all or any part of the Hedging Liabilities by
                  set-off, any right of combination of accounts or otherwise
                  except if and to the extent that those Hedging Liabilities are
                  permitted to be paid under sub-clause 32.9.1(a); or

         32.9.4   take, accept or receive the benefit of any Encumbrance or
                  guarantee in respect of the Hedging Liabilities other than
                  under (a) the Finance Documents or (b) any other Encumbrance
                  or guarantee granted for the full benefit of the Finance
                  Parties in accordance with the ranking specified in this
                  Agreement.

32.10    AMENDMENT OF HEDGING AGREEMENTS
         Except with the prior written consent of the Agent (acting on the
         instructions of an Instructing Group), neither an Obligor nor a Hedging
         Bank will (and each Hedging Bank which has an affiliate who is a Hedge
         Counterparty will procure that such affiliate does not) amend, vary,
         supplement or allow to be superseded any provision of the Hedging
         Agreements which would result in:

         32.10.1  any provision in the Hedging Agreements being amended unless
                  the Hedge Counterparty concerned, acting reasonably and in
                  good faith, certifies to the Agent that it considers such
                  amendment does not impose restrictions or

                                    - 106 -
<PAGE>   110


                  obligations or conditions on any Obligor which are more
                  onerous than those originally provided for in the Hedging
                  Agreements;

         32.10.2  any payment under the Hedging Agreements being required to be
                  made by a Obligor earlier than the date originally provided
                  for in the Hedging Agreements; or

         32.10.3  any Obligor becoming liable to make an additional payment (or
                  increase an existing payment) under any of the Hedging
                  Agreements, where such liability does not arise from the
                  original provisions of the Hedging Agreements.

33.      THE AGENT, THE ARRANGERS AND THE BANKS

33.1     APPOINTMENT OF THE AGENT
         Each of the Arrangers, the Banks and, for the purposes of (a) Clause 30
         (Payments), Clause 32 (Sharing) and Clause 41 (Amendments) of this
         Agreement and (b) the Agent's entry into of certain of the Security
         Documents, the Permitted Facilities Provider, hereby appoints the Agent
         to act as its agent in connection with the Finance Documents and
         authorises the Agent to exercise such rights, powers, authorities and
         discretions as are specifically delegated to the Agent under or in
         connection with the Finance Documents or, as the case may be, the
         Secured Permitted Facilities together with any other incidental rights,
         powers, authorities and discretions. In respect of the Subordination
         Deed, the parties hereto agree that the Agent acts as the agent and
         representative of the Finance Parties and the Permitted Facilities
         Provider in accordance with the provisions of Dutch law.

33.2     AGENT'S DISCRETIONS
         The Agent may:

         33.2.1   assume, unless it has, in its capacity as agent for the Banks,
                  received notice to the contrary from any other party hereto,
                  that (a) any representation made or deemed to be made by the
                  Parent or an Obligor in connection with the Finance Documents
                  is true, (b) no Event of Default or Potential Event of Default
                  has occurred (unless it has actual knowledge of an Event of
                  Default arising under Clause 23.1 (Failure to Pay)), (c)
                  neither the Parent nor any Obligor is in breach of or default
                  under its obligations under the Finance Documents and (d) any
                  right, power, authority or discretion vested herein upon an
                  Instructing Group, the Banks or any other person or group of
                  persons has not been exercised;

         33.2.2   assume that (a) the Facility Office of each Bank is that
                  notified to it by such Bank in writing and (b) the information
                  provided by each Bank pursuant to Clause 39 (Notices), Clause
                  33.15 (Banks' Mandatory Cost Details) and Schedule 10
                  (Mandatory Costs), and the information provided by the
                  Permitted Facilities Provider pursuant to Clause 39 (Notices),
                  is true and correct in all respects until it has received from
                  such Bank or, as the case may be, the Permitted Facilities
                  Provider notice of a change to the Facility Office

                                    - 107 -
<PAGE>   111

                  or any such information and act upon any such notice until the
                  same is superseded by a further notice;

         33.2.3   engage and pay for the advice or services of any lawyers,
                  accountants, surveyors or other experts whose advice or
                  services may to it seem necessary, expedient or desirable and
                  rely upon any advice so obtained;

         33.2.4   rely as to any matters of fact which might reasonably be
                  expected to be within the knowledge of the Parent or an
                  Obligor upon a certificate signed by or on behalf of the
                  Parent or such Obligor;

         33.2.5   rely upon any communication or document believed by it to be
                  genuine;

         33.2.6   refrain from exercising any right, power or discretion vested
                  in it as agent under the Finance Documents unless and until
                  instructed by an Instructing Group as to whether or not such
                  right, power or discretion is to be exercised and, if it is to
                  be exercised, as to the manner in which it should be
                  exercised;

         33.2.7   refrain from acting in accordance with any instructions of an
                  Instructing Group to begin any legal action or proceeding
                  arising out of or in connection with the Finance Documents
                  until it shall have received such security as it may require
                  (whether by way of payment in advance or otherwise) for all
                  costs, claims, losses, expenses (including legal fees) and
                  liabilities together with any VAT thereon which it will or may
                  expend or incur in complying with such instructions; and

         33.2.8   assume (unless it has specific notice to the contrary) that
                  any notice or request made by the Principal Borrower is made
                  on behalf of all the Obligors.

33.3     AGENT'S OBLIGATIONS
         The Agent shall:

         33.3.1   promptly inform each Bank of the contents of any written
                  notice or document received by it in its capacity as Agent
                  from the Parent or an Obligor under the Finance Documents;

         33.3.2   promptly notify each Bank of the occurrence of any Event of
                  Default or any default by the Parent or an Obligor in the due
                  performance of or compliance with its obligations under the
                  Finance Documents of which the Agent has notice from any other
                  party hereto;

         33.3.3   promptly notify each Bank of the occurrence of an Event of
                  Default under Clause 23.1 (Failure to Pay);

         33.3.4   promptly notify each Bank and the Permitted Facilities
                  Provider of all or any part of the Advances being declared to
                  be immediately due and payable in accordance with either
                  Clause 23.19 (Acceleration and Cancellation) or Clause 23.30
                  (Advances Due on Demand);

                                    - 108 -
<PAGE>   112


         33.3.5   save as otherwise provided herein, act as agent under the
                  Finance Documents in accordance with any instructions given to
                  it by an Instructing Group, which instructions shall be
                  binding on the Arrangers and the Banks;

         33.3.6   if so instructed by an Instructing Group, refrain from
                  exercising any right, power or discretion vested in it as
                  agent under the Finance Documents; and

         33.3.7   unless it has a Bank's consent, refrain from acting on behalf
                  of that Bank in any legal or arbitration proceedings relating
                  to any Finance Document.

         The Agent's duties under the Finance Documents are solely mechanical
         and administrative in nature.

33.4     EXCLUDED OBLIGATIONS
         Notwithstanding anything to the contrary expressed or implied herein,
         neither the Agent nor an Arranger shall:

         33.4.1   be bound to enquire as to (a) whether or not any
                  representation made or deemed to be made by either the Parent
                  or an Obligor in connection with the Finance Documents is
                  true, (b) the occurrence or otherwise of any Event of Default
                  or Potential Event of Default, (c) the performance by either
                  the Parent or an Obligor of its obligations under the Finance
                  Documents or (d) any breach of or default by either the Parent
                  or an Obligor of or under its obligations under the Finance
                  Documents;

         33.4.2   be bound to account to any Bank or the Permitted Facilities
                  Provider for any sum or the profit element of any sum received
                  by it for its own account;

         33.4.3   be bound to disclose to any other person any information
                  relating to any member of the NTL Inc. Group, any member of
                  the NTL Inc. Holding Group or any member of the Group if (a)
                  such information is confidential or (b) such disclosure would
                  or might in its reasonable opinion constitute a breach of any
                  law or a breach of fiduciary duty;

         33.4.4   be under any obligations other than those for which express
                  provision is made herein; or

         33.4.5   be or be deemed to be a fiduciary for any other party hereto.

33.5     DELEGATION
         The Agent may delegate, transfer or assign to any subsidiary of The
         Chase Manhattan Corporation or its successor from time to time all or
         any of the rights, powers, authorities and discretions vested in it
         under the Finance Documents and the performance of its duties in
         accordance therewith, and such delegation, transfer or assignment may
         be made upon such terms and subject to such conditions (including the
         power to sub-delegate) and subject to such regulations as the Agent may
         think fit (and the term "Agent" as used in this Agreement shall include
         any such delegate).

                                    - 109 -
<PAGE>   113


33.6     INDEMNIFICATION
         Each Bank shall, in its Proportion, from time to time on demand by the
         Agent, indemnify the Agent against any and all costs, claims, losses,
         expenses (including legal fees) and liabilities together with any VAT
         thereon which the Agent may incur, otherwise than by reason of its own
         gross negligence or wilful misconduct, in acting in its capacity as
         agent under the Finance Documents (other than any which have been
         reimbursed by the Borrowers pursuant to Clause 28.1 (Borrowers'
         Indemnity)).

33.7     EXCLUSION OF LIABILITIES
         Each Bank confirms that it has read the Notice to Recipients in the
         Information Memorandum, that it has complied with the Recipients'
         Obligations (as set out in the Notice to Recipients) and, accordingly,
         that it enters into this Agreement on the basis of the Notice to
         Recipients. In particular, each of the Banks accepts that it is
         entering into this Agreement in reliance only on the representations of
         the Parent and Obligors in this Agreement (and, in relation to the
         Information Memorandum, in reliance only on the representations of the
         Shareholder in Clause 19.22 (Information Memorandum)) and on its own
         investigations, that it has not relied on the Arrangers and that,
         except as set out below, it neither has nor will have any claims
         against the Arrangers arising from or in connection with this
         Agreement. Similarly, each of the Banks accepts that the Notice to
         Recipients in the Information Memorandum is applicable also to the
         Agent as if the Agent had been named in addition to the Arrangers in
         the Important Notice.

         Except in the case of gross negligence or wilful default, neither the
         Agent nor any Arranger accepts any responsibility to any of the Banks
         and/or to the Permitted Facilities Provider:

         33.7.1   for the adequacy, accuracy and/or completeness of the
                  Information Memorandum or any other information supplied by
                  the Agent or the Arrangers, by the Parent or an Obligor or by
                  any other person in connection with the Finance Documents or
                  any other agreement, arrangement or document entered into,
                  made or executed in anticipation of, pursuant to or in
                  connection with the Finance Documents;

         33.7.2   for the legality, validity, effectiveness, adequacy or
                  enforceability of the Finance Documents or any other
                  agreement, arrangement or document entered into, made or
                  executed in anticipation of, pursuant to or in connection with
                  the Finance Documents; or

         33.7.3   for the exercise of, or the failure to exercise, any
                  judgement, discretion or power given to any of them by or in
                  connection with the Finance Documents or any other agreement,
                  arrangement or document entered into, made or executed in
                  anticipation of, pursuant to or in connection with the Finance
                  Documents.


                                    - 110 -
<PAGE>   114


         Accordingly, neither the Agent nor the Arrangers shall be under any
         liability (whether in negligence or otherwise) in respect of such
         matters, save in the case of gross negligence or wilful misconduct.

33.8     NO ACTIONS
         Each of the Banks agrees that it will not assert or seek to assert
         against any director, officer or employee of the Agent or the Arrangers
         any claim it might have against any of them in respect of the matters
         referred to in Clause 33.7 (Exclusion of Liabilities).

33.9     BUSINESS WITH THE GROUP
         The Agent and the Arrangers may accept deposits from, lend money to and
         generally engage in any kind of banking or other business with any
         member of the NTL Inc. Group, the NTL Inc. Holding Group or any member
         of the Group whether or not it may or does lead to a conflict with the
         interests of any of the Banks. Similarly, the Agent or the Arrangers
         may undertake business with or for others even though it may lead to a
         conflict with the interests of any of the Banks.

33.10    RESIGNATION
         The Agent may resign its appointment hereunder at any time without
         assigning any reason therefor by giving not less than thirty days'
         prior notice to that effect to each of the other parties hereto,
         PROVIDED THAT no such resignation shall be effective until a successor
         for the Agent is appointed in accordance with the succeeding provisions
         of this Clause 33.

33.11    REMOVAL OF AGENT
         An Instructing Group may, after consultation with the Principal
         Borrower, remove the Agent from its role as agent under the Finance
         Documents by giving notice to that effect to each of the other parties
         hereto. Such removal shall take effect only when a successor to the
         Agent is appointed in accordance with the terms of the Finance
         Documents.

33.12    SUCCESSOR AGENT
         If the Agent gives notice of its resignation pursuant to Clause 33.10
         (Resignation) or it is removed pursuant to Clause 33.11 (Removal of
         Agent), then any reputable and experienced bank or other financial
         institution may, with the prior consent of the Principal Borrower, be
         appointed as a successor to the Agent by an Instructing Group during
         the period of such notice but, if no such successor is so appointed,
         the Agent may appoint such a successor itself.

33.13    RIGHTS AND OBLIGATIONS
         If a successor to the Agent is appointed under the provisions of Clause
         33.12 (Successor Agent), then (a) the retiring or departing Agent shall
         be discharged from any further obligation under the Finance Documents
         but shall remain entitled to the benefit of the provisions of this
         Clause 33 and (b) its successor and each of the other parties to the
         Finance Documents shall have the same rights and obligations amongst
         themselves as they would have had if such successor had been a party
         thereto.

                                    - 111 -
<PAGE>   115


33.14    OWN RESPONSIBILITY
         It is understood and agreed by each Bank that at all times it has
         itself been, and will continue to be, solely responsible for making its
         own independent appraisal of and investigation into all risks arising
         under or in connection with the Finance Documents including, but not
         limited to:

         33.14.1  the financial condition, creditworthiness, condition, affairs,
                  status and nature of each member of the NTL Inc. Group, the
                  NTL Inc. Holding Group and the Group;

         33.14.2  the legality, validity, effectiveness, adequacy and
                  enforceability of the Finance Documents and any other
                  agreement, arrangement or document entered into, made or
                  executed in anticipation of, pursuant to or in connection with
                  the Finance Documents;

         33.14.3  whether such Bank has recourse, and the nature and extent of
                  that recourse, against an Obligor or any other person or any
                  of their respective assets under or in connection with the
                  Finance Documents, the transactions therein contemplated or
                  any other agreement, arrangement or document entered into,
                  made or executed in anticipation of, pursuant to or in
                  connection with the Finance Documents; and

         33.14.4  the adequacy, accuracy and/or completeness of the Information
                  Memorandum and any other information provided by the Agent or
                  the Arrangers, the Parent, an Obligor, or by any other person
                  in connection with the Finance Documents, the transactions
                  contemplated therein or any other agreement, arrangement or
                  document entered into, made or executed in anticipation of,
                  pursuant to or in connection with the Finance Documents.

         Accordingly, each Bank acknowledges to the Agent and the Arrangers that
         it has not relied on and will not hereafter rely on the Agent and the
         Arrangers or any of them in respect of any of these matters.

33.15    BANKS' MANDATORY COST DETAILS
         Each Bank will supply the Agent with such information and in such
         detail as the Agent may require in order to calculate the Mandatory
         Cost Rate in accordance with Schedule 10 (Mandatory Costs).

33.16    RECEIPT OF INFORMATION BY THE AGENT
         Any information or document received by the Agent shall only be treated
         as having been received by the Agent if the same has been delivered to
         the Agent's agency department in accordance with Clause 40 (Notices).
         Accordingly, any information or documents received by the Agent other
         than by its agency department in accordance with Clause 40 (Notices) is
         not by reason of that receipt to be treated as having been received by
         the Agent unless and until the Agent's agency department has received
         actual notice of the same in accordance with such Clause. Save as
         expressly set out in this Agreement and, unless the Agent's agency
         department shall have received



                                    - 112 -
<PAGE>   116


         information or documents in accordance with Clause 40 (Notices) the
         Agent shall have no duty to disclose, and shall not be liable for the
         failure to disclose, any information or documents, that are
         communicated to or obtained by the Agent.

34.      ASSIGNMENTS AND TRANSFERS

34.1     BINDING AGREEMENT
         The Finance Documents shall be binding upon and enure to the benefit of
         each party hereto and its or any subsequent successors and Transferees.

34.2     NO ASSIGNMENTS AND TRANSFERS BY THE PARENT OR THE OBLIGORS
         Neither the Parent nor any Obligor shall be entitled to assign or
         transfer all or any of its rights, benefits and obligations under the
         Finance Documents.

34.3     ASSIGNMENT AND TRANSFERS BY BANKS
         34.3.1   Subject to Clause 34.7 (Qualifying Lenders), any Bank may, at
                  any time, assign all or any of its rights and benefits
                  hereunder, transfer in accordance with Clause 34.5 (Transfers
                  by Banks) all or any of its rights, benefits and obligations
                  hereunder to, or enter into any form of sub-participation
                  agreement with, a bank or financial institution.

         34.3.2   The prior written consent of the Principal Borrower (which
                  shall be deemed to be given on its own behalf and on behalf of
                  the other Obligors) is required for an assignment or transfer
                  by a Bank unless the assignment or transfer is to:

                  (a)      another Bank; or

                  (b)      an affiliate of the transferring Bank.

         34.3.3   The Principal Borrower's consent must not be (a) unreasonably
                  delayed or withheld or (b) withheld solely because the
                  assignment or transfer may result in an increase to the
                  Mandatory Cost Rate.

         34.3.4   Any assignment or transfer by a Bank shall be in respect of a
                  pro rata amount of such Bank's participation in each Facility.

34.4     ASSIGNMENTS BY BANKS
         If any Bank assigns all or any of its rights and benefits under the
         Finance Documents in accordance with Clause 34.3 (Assignments and
         Transfers by Banks), then, unless and until the assignee has delivered
         a notice to the Agent confirming in favour of the other Finance Parties
         that it shall be under the same obligations towards each of them as it
         would have been under if it had been an original party hereto as a Bank
         (whereupon such assignee shall become a party hereto as a "Bank"), the
         Agent, the Arrangers, the other Banks and the Permitted Facilities
         Provider shall not be obliged to recognise such assignee as having the
         rights against each of them which it would have had if it had been such
         a party hereto.


                                    - 113 -
<PAGE>   117


34.5     TRANSFERS BY BANKS
         If any Bank wishes to transfer all or any of its rights, benefits
         and/or obligations under the Finance Documents as contemplated in
         Clause 34.3 (Assignments and Transfers by Banks), then such transfer
         may be effected by the delivery to the Agent of a duly completed
         Transfer Certificate executed by such Bank and the relevant Transferee
         in which event, on the later of the Transfer Date specified in such
         Transfer Certificate and the fifth Business Day after (or such earlier
         Business Day endorsed by the Agent on such Transfer Certificate falling
         on or after) the date of delivery of such Transfer Certificate to the
         Agent:

         34.5.1   to the extent that in such Transfer Certificate the Bank party
                  thereto seeks to transfer by novation its rights, benefits and
                  obligations under the Finance Documents, the Parent and each
                  of the Obligors and such Bank shall be released from further
                  obligations towards one another under the Finance Documents
                  and their respective rights against one another shall be
                  cancelled (such rights and obligations being referred to in
                  this Clause 34.5 as "DISCHARGED RIGHTS AND OBLIGATIONS");

         34.5.2   the Parent, each of the Obligors and the Transferee party
                  thereto shall assume obligations towards one another and/or
                  acquire rights against one another which differ from such
                  discharged rights and obligations only insofar as the Parent,
                  the Obligors and such Transferee have assumed and/or acquired
                  the same in place of the Parent, the Obligors and such Bank;

         34.5.3   the Agent, the Arrangers, the Permitted Facilities Provider,
                  such Transferee and the other Banks shall acquire the same
                  rights and benefits and assume the same obligations between
                  themselves as they would have acquired and assumed had such
                  Transferee been an original party hereto as a Bank with the
                  rights, benefits and/or obligations acquired or assumed by it
                  as a result of such transfer and to that extent the Agent, the
                  Arrangers, the Permitted Facilities Provider, the other Banks
                  and the relevant Bank shall each be released from further
                  obligations to each other under the Finance Documents; and

         34.5.4   such Transferee shall become a party hereto as a "Bank".

34.6     NO INCREASED OBLIGATIONS
         If:

         34.6.1   a Bank assigns or transfers any of its rights or obligations
                  under the Finance Documents or changes its Facility Office;
                  and

         34.6.2   as a result of circumstances existing at the date of the
                  assignment, transfer or change of Facility Office, an Obligor
                  would be obliged to make a payment to the assignee, Transferee
                  or the Bank acting through its new Facility Office under
                  Clause 14.1 (Tax Gross-up), Clause 14.2 (Tax Indemnity) or
                  Clause 16 (Increased Costs),

                                    - 114 -
<PAGE>   118


         then the assignee, Transferee or the Bank acting through its new
         Facility Office shall only be entitled to receive payment under those
         Clauses to the same extent as the assignor, transferor or the Bank
         acting through its previous Facility Office would have been if the
         assignment, transfer or change had not occurred.

34.7     QUALIFYING LENDERS
         34.7.1   Subject to sub-clause 34.7.2 below, no Bank may:

                  (a)      assign all or any of its rights and benefits
                           hereunder to;

                  (b)      transfer all or any of its rights, benefits and
                           obligations hereunder to; or

                  (c)      enter into a sub-participation agreement in relation
                           to this Agreement with,

                  any person who is not, at the time of such an assignment,
                  transfer or sub-participation a Qualifying Lender.

         34.7.2   On or before the Syndication Date, the Banks may with the
                  consent of the Arrangers (and in consultation with the
                  Principal Borrower) assign all or any of their rights and
                  benefits hereunder or transfer all or any of their rights,
                  benefits and obligations hereunder to financial institutions
                  who are not Qualifying Lenders PROVIDED THAT the number of
                  Banks who are not Qualifying Lenders shall not exceed ten.

         34.7.3   Any Bank who enters into a sub-participation agreement in
                  relation to this Agreement shall ensure that:

                  (a)      the terms of such sub-participation agreement oblige
                           the sub-participant to neither enter into further
                           sub-participation agreements (in relation to the
                           rights between it and such Bank) nor assign or grant
                           any interest over the sub-participation agreement,
                           except in each case to a person who is a Qualifying
                           Lender;

                  (b)      the sub-participant enters into an undertaking in
                           favour of each Obligor to abide by the terms included
                           in the sub-participation agreement to reflect
                           paragraph (a) above;

                  (c)      the terms of such sub-participation agreement oblige
                           the sub-participant, in respect of any further
                           sub-participation, assignment or grant, to include a
                           term identical to the provisions of this clause
                           mutatis mutandis, including a requirement that any
                           further sub-participant, assignee or grantee enters
                           into such undertaking.

34.8     ASSIGNMENT AND TRANSFER FEES
         On the date upon which an assignment takes effect pursuant to Clause
         34.4 (Assignments by Banks) or a transfer takes effect pursuant to
         Clause 34.5 (Transfers by Banks) the relevant assignee or Transferee
         shall pay to the Agent for its own account a fee of $1,500.


                                    - 115 -
<PAGE>   119


34.9     CONFIDENTIALITY
         Each Bank agrees to be bound by the terms and conditions of the
         Confidentiality Undertaking, as if such had been issued by such a Bank
         to, and countersigned by, the Parent. This Clause 34.8 and the terms
         and conditions of the Confidentiality Undertaking shall replace and
         supersede any undertakings with respect to confidentiality in relation
         to this transaction previously given by any Bank in favour of the
         Parent and other members of the NTL Inc. Group, the NTL Inc. Holding
         Group and the Group.

34.10    DISCLOSURE OF INFORMATION
         Any Bank may disclose to any person:

         34.10.1  to (or through) whom such Bank assigns or transfers (or may
                  potentially assign or transfer) all or any of its rights,
                  benefits and obligations under the Finance Documents;

         34.10.2  with (or through) whom such Bank enters into (or may
                  potentially enter into) any sub-participation in relation to,
                  or any other transaction under which payments are to be made
                  by reference to, the Finance Documents or any Obligor; or

         34.10.3  to whom information may be required to be disclosed by any
                  applicable law,

         such information about the Parent, the NTL Inc. Group, the NTL Inc.
         Holding Group, the Group and the Finance Documents as such Bank shall
         consider appropriate PROVIDED THAT, in relation to sub-clauses 34.10.1
         and 34.10.2, the person to whom such information is to be given has
         entered into a Confidentiality Undertaking.

34.11    NOTIFICATION
         The Agent shall within fourteen days of receiving a Transfer
         Certificate notify the Principal Borrower (on its own behalf and on
         behalf of the other Borrowers) of any assignment or transfer completed
         pursuant to this Clause 34.

35.      ADDITIONAL BORROWERS

35.1     REQUEST FOR ADDITIONAL BORROWER
         The Principal Borrower may request that any of its subsidiaries
         incorporated in either Switzerland or Austria become an Additional
         Borrower by delivering to the Agent a Borrower Accession Memorandum
         duly executed by the Principal Borrower and such subsidiary, together
         with the documents and other evidence listed in Schedule 8 (Additional
         Conditions Precedent) in relation to such subsidiary.

35.2     BORROWER CONDITIONS PRECEDENT
         A company, in respect of which the Principal Borrower has delivered a
         Borrower Accession Memorandum to the Agent, shall become an Additional
         Borrower and assume all the rights, benefits and obligations of a
         Borrower as if it had been an Original Borrower on the date on which
         the Agent notifies the Principal Borrower that:

                                    - 116 -
<PAGE>   120


         35.2.1   all of the Banks accepts the Principal Borrower's request in
                  respect of such subsidiary; and

         35.2.2   the Agent has received, in form and substance satisfactory to
                  it, all documents and other evidence listed in Schedule 8
                  (Additional Conditions Precedent) in relation to such
                  subsidiary,

         unless on such date an Event of Default or Potential Event of Default
         is continuing or would occur as a result of such subsidiary becoming an
         Additional Borrower.

35.3     RESIGNATION OF A BORROWER
         If at any time a Borrower (other than the Principal Borrower) is under
         no actual or contingent obligation under or pursuant to any Finance
         Document, the Principal Borrower may request that such Borrower shall
         cease to be a Borrower by delivering to the Agent a Resignation Notice.
         Such Resignation Notice shall be accepted by the Agent on the date on
         which it notifies the Principal Borrower that it is satisfied that such
         Borrower is under no actual or contingent obligation under or pursuant
         to any Finance Document and such Borrower shall immediately cease to be
         a Borrower and shall have no further rights, benefits or obligations
         hereunder save for those which arose prior to such date.

36.      ADDITIONAL GUARANTORS

36.1     REQUEST FOR ADDITIONAL GUARANTOR
         The Principal Borrower may request that any of its subsidiaries become
         an Additional Guarantor by delivering to the Agent a Guarantor
         Accession Memorandum duly executed by the Principal Borrower and such
         subsidiary, together with the documents and other evidence listed in
         Schedule 8 (Additional Conditions Precedent) in relation to such
         subsidiary.

36.2     GUARANTOR CONDITIONS PRECEDENT
         A company, in respect of which the Principal Borrower has delivered a
         Guarantor Accession Memorandum to the Agent, shall become an Additional
         Guarantor and assume all the rights, benefits and obligations of a
         Guarantor as if it had been an original party hereto as a Guarantor on
         the date on which the Agent notifies the Principal Borrower that it has
         received, in form and substance satisfactory to it, all the documents
         and other evidence listed in Schedule 8 (Additional Conditions
         Precedent).

36.3     RESIGNATION OF A GUARANTOR
         The Principal Borrower may request that a Guarantor (other than the
         Principal Borrower) ceases to be a Guarantor by delivering a
         Resignation Notice to the Agent. The Agent shall accept such
         Resignation Notice and notify the Principal Borrower of its acceptance
         (whereupon such Guarantor shall immediately cease to be a Guarantor and
         shall have no further rights, benefits or obligations hereunder) if:

         36.3.1   the Agent has received evidence, in form and substance
                  satisfactory to it, confirming that the aggregate EBITDA of
                  the remaining Guarantors for the last financial year of the
                  Principal Borrower equalled or exceeded 95% of the


                                    - 117 -
<PAGE>   121


                  consolidated EBITDA of the Restricted Group for such a
                  financial year (calculated in accordance with Clause 22.23
                  (Guarantors); and

         36.3.2   on such date no Event of Default or Potential Event of Default
                  is continuing or would occur as a result of such cessation.

37.      PERMITTED FACILITIES PROVIDER

37.1     REQUEST FOR PERMITTED FACILITIES PROVIDER
         The Principal Borrower may request that any financial institution
         becomes the Permitted Facilities Provider by delivering to the Agent:

         37.1.1   a written request, identifying such financial institution; and

         37.1.2   copies of the proposed documentation setting out the terms on
                  which the Secured Permitted Facilities will be made available
                  to certain members of the Restricted Group.

37.2     PERMITTED FACILITIES PROVIDER CONDITIONS PRECEDENT
         The financial institution, in respect of which the Principal Borrower
         has delivered a request in accordance with Clause 37.1 (Request for
         Permitted Facilities Provider), shall become the Permitted Facilities
         Provider and assume all the rights, benefits and obligations of the
         Permitted Facilities Provider as if it had been an original party
         hereto as the Permitted Facilities Provider if:

         37.2.1   the Agent (acting on the instructions of an Instructing Group)
                  has (a) confirmed to the Principal Borrower that such
                  financial institution is acceptable to it and (b) approved the
                  terms of the proposed documentation on which the Secured
                  Permitted Facilities will be provided; and

         37.2.2   the Agent has received a Deed of Accession executed by such a
                  financial institution.

38.      CALCULATIONS AND EVIDENCE OF DEBT

38.1     BASIS OF ACCRUAL
         Interest and commitment commission shall accrue from day to day and
         shall be calculated on the basis of a year of 360 days (or, in any case
         where market practice differs, in accordance with market practice) and
         the actual number of days elapsed.

38.2     QUOTATIONS
         If on any occasion a Reference Bank or Bank fails to supply the Agent
         with a quotation required of it under the foregoing provisions of this
         Agreement, the rate for which such quotation was required shall be
         determined from those quotations which are supplied to the Agent,
         PROVIDED THAT, in relation to determining LIBOR, this Clause 38.2 shall
         not apply if only one Reference Bank supplies a quotation.


                                    - 118 -
<PAGE>   122


38.3     EVIDENCE OF DEBT
         Each Bank shall maintain in accordance with its usual practice accounts
         evidencing the amounts from time to time lent by and owing to it
         hereunder.

38.4     CONTROL ACCOUNTS
         The Agent shall maintain on its books a control account or accounts in
         which shall be recorded (a) the amount of any Advance or any Unpaid Sum
         and each Bank's share therein, (b) the amount of all principal,
         interest and other sums due or to become due from an Obligor and each
         Bank's share therein and (c) the amount of any sum received or
         recovered by the Agent hereunder and each Bank's share therein.

38.5     PRIMA FACIE EVIDENCE
         In any legal action or proceeding arising out of or in connection with
         this Agreement, the entries made in the accounts maintained pursuant to
         Clause 38.3 (Evidence of Debt) and Clause 38.4 (Control Accounts) shall
         be prima facie evidence of the existence and amounts of the specified
         obligations of the Obligors.

38.6     CERTIFICATES OF BANKS
         A certificate of a Bank as to (a) the amount by which a sum payable to
         it hereunder is to be increased under Clause 14.1 (Tax Gross-up), (b)
         the amount for the time being required to indemnify it against any such
         cost, payment or liability as is mentioned in Clause 14.2 (Tax
         Indemnity), Clause 16.1 (Increased Costs) or Clause 28.1 (Borrowers'
         Indemnity) or (c) the amount of any credit, relief, remission or
         repayment as is mentioned in Clause 15.3 (Tax Credit Payment) or Clause
         15.4 (Tax Credit Clawback) shall, in the absence of manifest error, be
         prima facie evidence of the existence and amounts of the specified
         obligations of the Obligors.

38.7     AGENT'S CERTIFICATES
         A certificate of the Agent as to the amount at any time due from a
         Borrower hereunder or the amount which, but for any of the obligations
         of such Borrower hereunder being or becoming void, voidable,
         unenforceable or ineffective, at any time would have been due from such
         Borrower hereunder shall, in the absence of manifest error, be
         conclusive for the purposes of Clause 24 (Guarantee and Indemnity).

39.      REMEDIES AND WAIVERS, PARTIAL INVALIDITY

39.1     REMEDIES AND WAIVERS
         No failure to exercise, nor any delay in exercising, on the part of any
         Finance Party, any right or remedy under the Finance Documents shall
         operate as a waiver thereof, nor shall any single or partial exercise
         of any right or remedy prevent any further or other exercise thereof or
         the exercise of any other right or remedy. The rights and remedies
         herein provided are cumulative and not exclusive of any rights or
         remedies provided by law.

39.2     PARTIAL INVALIDITY
         If, at any time, any provision of the Finance Documents is or becomes
         illegal, invalid or unenforceable in any respect under the law of any
         jurisdiction, neither the legality,

                                    - 119 -
<PAGE>   123


         validity or enforceability of the remaining provisions thereof nor the
         legality, validity or enforceability of such provision under the law of
         any other jurisdiction shall in any way be affected or impaired
         thereby.

40.      NOTICES

40.1     COMMUNICATIONS IN WRITING
         Each communication to be made under the Finance Documents shall be made
         in writing and, unless otherwise stated, shall be made by fax or
         letter.

40.2     ADDRESSES
         Any communication or document to be made or delivered pursuant to the
         Finance Documents shall be made or delivered to the address or fax
         number (and the department or officer, if any, for whose attention the
         communication is made):

         40.2.1   in the case of the Parent, the Original Obligors and the
                  Agent, identified with its name below;

         40.2.2   in the case of each Bank, notified in writing to the Agent
                  prior to the date hereof (or, in the case of a Transferee, at
                  the end of the Transfer Certificate to which it is a party as
                  Transferee);

         40.2.3   in the case of the Permitted Facilities Provider, in the Deed
                  of Accession; and

         40.2.4   in the case of each Additional Obligor, in the relevant
                  Accession Memorandum,

         or to any substitute address, fax number or department or officer as
         the Parent, an Obligor, the Permitted Facilities Provider, or a Bank
         may notify to the Agent (or the Agent may notify to the Principal
         Borrower (on its own behalf and on behalf of the other Obligors), the
         Permitted Facilities Provider and the Banks, if a change is made by the
         Agent) by not less than five Business Days' notice. Any communication
         to be made to an Obligor (other than the Principal Borrower) by fax
         shall be made to the fax number identified with the Principal
         Borrower's name below. Any communication or document to be made or
         delivered to an Obligor (other than the Principal Borrower) shall be
         copied to the Principal Borrower.

40.3     DELIVERY
         Any communication or document to be made or delivered by one person to
         another under or in connection with the Finance Documents shall only be
         effective:

         40.3.1   if by way of fax, when received in legible form;

         40.3.2   if by way of letter, when left at the relevant address or, as
                  the case may be, five days after being deposited in the post
                  in a postage prepaid envelope addressed to such address; and


                                    - 120 -
<PAGE>   124


         40.3.3   if a particular department or officer is specified as part of
                  the address details provided under Clause 40.2 (Addresses), if
                  addressed to that department or officer,

         PROVIDED THAT any communication or document to be made or delivered to
         the Agent shall be effective only when actually received by its agency
         division and then only if the same is expressly marked for the
         attention of the department or officer identified with the Agent's
         signature below (or such other department or officer as the Agent shall
         from time to time specify for this purpose).

40.4     THE AGENT
         All notices from or to either the Parent or an Obligor shall be sent
         through the Agent.

40.5     ENGLISH LANGUAGE
         Each communication and document made or delivered by one party to
         another pursuant to the Finance Documents shall be in the English
         language or accompanied by a translation thereof into English certified
         (by an officer of the person making or delivering the same) as being a
         true and accurate translation thereof.

40.6     NOTIFICATION OF CHANGES
         Promptly upon receipt of notification, from the Parent or an Obligor,
         of a change of address or fax number pursuant to Clause 40.2
         (Addresses) or changing its own address or fax number the Agent shall
         notify the other parties hereto of such change.

40.7     DEEMED RECEIPT BY THE OBLIGORS
         Any communication or document made or delivered to the Principal
         Borrower in accordance with Clause 40.3 (Delivery) shall be deemed to
         have been made or delivered to each of the Obligors.

41.      COUNTERPARTS
         This Agreement may be executed in any number of counterparts, all of
         which taken together shall constitute one and the same instrument.

42.      AMENDMENTS

42.1     AMENDMENTS
         Each of the parties hereto agrees that, if the Agent has the prior
         consent of an Instructing Group, the Agent, the Parent and the Obligors
         party to a Finance Document may from time to time agree in writing to
         amend such Finance Document or, as the case may be, the Agent may
         consent to or waive, prospectively or retrospectively, any of the
         requirements of such Finance Document and any amendments or waivers so
         agreed or consents so given shall be binding on all the Finance Parties
         and the Permitted Facilities Provider, PROVIDED THAT no such waiver or
         amendment shall subject any Finance Party or the Permitted Facilities
         Provider to any new or additional obligations without the consent of
         such Finance Party or, as the case may be, the Permitted Facilities
         Provider.

                                    - 121 -
<PAGE>   125

42.2     AMENDMENTS REQUIRING THE CONSENT OF ALL THE BANKS
         An amendment or waiver which relates to:

         42.2.1   Clause 32 (Sharing) or this Clause 42;

         42.2.2   a change in the principal amount of or currency of any
                  Advance, or deferral of any Original Term Repayment Date,
                  Repayment Date or Term-Out Repayment Date;

         42.2.3   a change in the Margin, the amount of any payment of
                  principal, interest, fees or any other amount payable
                  hereunder to any Finance Party or deferral of the date for
                  payment thereof;

         42.2.4   a release of any of the Security;

         42.2.5   a Security Document, where such an amendment or waiver could
                  affect the nature or scope of the property subject to the
                  Security;

         42.2.6   an increase in the commitment of a Bank;

         42.2.7   a change to the Borrowers or Guarantors other than in
                  accordance with Clause 35 (Additional Borrowers) or Clause 36
                  (Additional Guarantors);

         42.2.8   Clause 2.4 (Banks' Obligations Several), Clause 2.5 (Banks'
                  Rights Several), Clause 30.6 (Security Proceeds), Clause 30.7
                  (Application of Security Proceeds), Clause 35 (Additional
                  Borrowers) or Clause 36 (Additional Guarantors);

         42.2.9   the conditions set out in sub-clause 3.1.6 of Clause 3.1
                  (Drawdown Conditions for Original Term Advances) if (in
                  respect of Original Term Advances made on the Acquisition
                  Date) an Acquisition Event of Default or Acquisition Potential
                  Event of Default which relates to an Acquisition Repeated
                  Representation is continuing or (in the case of all other
                  Original Term Advances) an Event of Default or Potential Event
                  of Default which relates to a Repeated Representation or
                  Clause 22.16 (Negative Pledge) is continuing;

         42.2.10  the conditions set out in sub-clause 6.1.10 of Clause 6.1
                  (Drawdown Conditions for Revolving Advances) if an Event of
                  Default or Potential Event of Default which relates to a
                  Repeated Representation or Clause 22.16 (Negative Pledge) is
                  continuing;

         42.2.11  the definition of Instructing Group, Permitted Encumbrance or
                  Potential Event of Default; or

         42.2.12  any provision which contemplates the need for the consent or
                  approval of all the Banks,

         shall not be made without the prior consent of all the Banks.

                                    - 122 -
<PAGE>   126
42.3     EXCEPTIONS

         42.3.1   Notwithstanding any other provisions hereof, the Agent shall
                  not be obliged to agree to any such amendment or waiver if the
                  same would:

                  (a)      amend or waive this Clause 42, Clause 26 (Costs and
                           Expenses) or Clause 33 (The Agent, the Arrangers and
                           the Banks); or

                  (b)      otherwise amend or waive any of the Agent's rights
                           hereunder or subject the Agent or the Arrangers to
                           any additional obligations hereunder.

         42.3.2   Notwithstanding any other provisions hereof, the Permitted
                  Facilities Provider's consent shall be required for any such
                  amendment or waiver relating to Clause 30 (Payments) and/or
                  Clause 32 (Sharing) if the same would have a material adverse
                  effect on the Permitted Facilities Provider's rights and/or
                  obligations under Clause 30 (Payments) and/or Clause 32
                  (Sharing).

43.      GOVERNING LAW

         This Agreement is governed by English law.

44.      JURISDICTION

44.1     ENGLISH COURTS

         The courts of England have exclusive jurisdiction to settle any dispute
         (a "DISPUTE") arising out of or in connection with this Agreement
         (including a dispute regarding the existence, validity or termination
         of this Agreement or the consequences of its nullity).

44.2     CONVENIENT FORUM

         The parties agree that the courts of England are the most appropriate
         and convenient courts to settle Disputes between them and, accordingly,
         that they will not argue to the contrary.

44.3     NON-EXCLUSIVE JURISDICTION

         This Clause 44 is for the benefit of the Finance Parties only. As a
         result and notwithstanding Clause 44.1 (English Courts), it does not
         prevent any Finance Party from taking proceedings relating to a Dispute
         ("PROCEEDINGS") in any other courts with jurisdiction. To the extent
         allowed by law, the Finance Parties may take concurrent Proceedings in
         any number of jurisdictions.

44.4     SERVICE OF PROCESS

         The Parent and each Original Obligor agrees that the documents which
         start any Proceedings and any other documents required to be served in
         relation to those Proceedings may be served on it:

         44.4.1   in the case of the Parent, on NTL Group Limited at NTL House,
                  Bartley Wood Business Park, Hook, Hampshire RG27 9XA or, if
                  different, its registered office.



                                    - 123 -
<PAGE>   127



         44.4.2   in the case of each Original Obligor, on NTL Group Limited at
                  NTL House, Bartley Wood Business Park, Hook, Hampshire RG27
                  9XA or, if different, its registered office.

         If the Parent or any Original Obligor ceases to have a place of
         business in Great Britain or, as the case may be, the appointment of
         the person mentioned in this Clause 43.4 ceases to be effective, the
         Parent or the relevant Original Obligor shall immediately appoint
         another person in England to accept service of process on its behalf in
         England. If the Parent or an Original Obligor fails to do so (and such
         failure continues for a period of not less than fourteen days), the
         Agent shall be entitled to appoint such a person by notice to the
         Parent or, as the case may be, the relevant Original Obligor. Nothing
         contained herein shall restrict the right to serve process in any other
         manner allowed by law. This Clause 43.4 applies to Proceedings in
         England and to Proceedings elsewhere.

THIS AGREEMENT HAS BEEN ENTERED INTO ON THE DATE STATED AT THE BEGINNING OF THIS
AGREEMENT.



                                    - 124 -
<PAGE>   128



                                   SCHEDULE 1
                              THE ORIGINAL PARTIES

                                     PART A
                                  THE OBLIGORS

ORIGINAL BORROWERS

NAME OF ORIGINAL BORROWER                         JURISDICTION OF INCORPORATION

Principal Borrower                                Switzerland

Cablecom Management AG                            Switzerland

Balcab AG                                         Switzerland


ORIGINAL GUARANTORS

NAME OF ORIGINAL GUARANTOR                        JURISDICTION OF INCORPORATION

Shareholder                                       Switzerland

Principal Borrower                                Switzerland

Cablecom AG                                       Switzerland

Cablecom (Suisse Romande) SA                      Switzerland

Coditel SA                                        Switzerland

Cablecom (Ticino) SA                              Switzerland

Balcab AG                                         Switzerland

Swiss Online AG                                   Switzerland

Cablecom (Bern) AG                                Switzerland

Cablecom Engineering AG                           Switzerland

Cablecom (Mittelland) AG                          Switzerland

Cablecom (Zentralschweiz) AG                      Switzerland

Kilchenmann Holding AG                            Switzerland

Nordex SA                                         Switzerland

Rera AG Immobiliengesellschaft                    Switzerland



                                    - 125 -
<PAGE>   129



NAME OF ORIGINAL GUARANTOR                        JURISDICTION OF INCORPORATION

Winter Kabelfernseh AG                            Switzerland

Cable Signal Olten AG                             Switzerland

Kilchenmann Kabelfernseh AG                       Switzerland

Cablecom Media AG                                 Switzerland

Catec SV AG                                       Switzerland

Rediffusion AG                                    Switzerland

Cablecom Management AG                            Switzerland



                                    - 126 -
<PAGE>   130



                                     PART B
                             THE OPERATING COMPANIES

The Principal Borrower

CC AG

Cablecom (Mittelland) AG

Cablecom (Zentralschweiz) AG

Cablecom (Bern) AG

Cablecom (Suisse Romande) SA

Cablecom Engineering SA

Cablecom Media SA

Cablecom (Ticino) SA

Kilchenmann Kabelfernseh AG

Balcab AG

Rediffusion AG Coditel SA Swiss Online AG

Cablecom Management AG



                                    - 127 -
<PAGE>   131



                                     PART C
                                   THE BANKS

<TABLE>
<CAPTION>
                                                TERM              REVOLVING
BANK                                            COMMITMENT CHF    COMMITMENT CHF

<S>                                                <C>                <C>
LEAD ARRANGERS
The Chase Manhattan Bank                           151,883,436        78,754,374

Morgan Stanley Senior Funding, Inc.                151,883,436        78,754,374

ARRANGERS

Bank of America, N.A.                              121,506,751        63,003,500

Bayerische Hypo- und Vereinsbank                   121,506,751        63,003,500
Aktiengesellschaft, London Branch

Paribas                                            121,506,751        63,003,500

CIBC World Markets plc                             121,506,751        63,003,500

Citibank, N.A.                                     121,506,751        63,003,500

Deutsche Bank AG London                            121,506,751        63,003,500

Dresdner Bank Luxembourg S.A.                      121,506,751        63,003,500

Morgan Guaranty Trust Company of                   121,506,751        63,003,500
New York

The Royal Bank of Scotland plc                     121,506,751        63,003,500

Societe Generale                                   121,506,751        63,003,500

Westdeutsche Landesbank Girozentrale               121,506,751        63,003,500

CO-ARRANGERS

ABC International Bank plc                          78,979,388        40,952,275

Banca Nazionale del Lavoro S.p.A.,                  78,979,388        40,952,275
London Branch

Bankgesellschaft Berlin AG                          78,979,388        40,952,275

The Governor and Company of the                     78,979,388        40,952,275
Bank of Scotland

Bayerische Landesbank Girozentrale                  78,979,388        40,952,275

Credit Lyonnais                                     78,979,388        40,952,275

</TABLE>



                                    - 128 -
<PAGE>   132



<TABLE>
<CAPTION>
                                               TERM               REVOLVING
BANK                                           COMMITMENT CHF     COMMITMENT CHF

<S>                                                <C>                <C>
Credit Suisse                                      78,979,388         40,952,275

The Dai-Ichi Kangyo Bank, Limited                  78,979,388         40,952,275

Dexia Project and Public Finance                   78,979,388         40,952,275
International Bank

DG Bank Deutsche                                   52,637,924         27,293,739
Genossenschaftsbank AG

Cooperative Centrale Raiffeisen-                   26,341,463         13,658,537
Boerenleenbank BA (trading as
Rabobank International)

DLJ Capital Funding, Inc.                          78,979,388         40,952,275

MeesPierson N.V.                                   78,979,388         40,952,275

Scotiabank Europe plc                              78,979,388         40,952,275

LEAD MANAGER

The Fuji Bank, Limited                             32,926,829         17,073,171
                                             ----------------   ----------------
                                             CHF2,700,000,000   CHF1,400,000,000

</TABLE>



                                    - 129 -
<PAGE>   133



                                   SCHEDULE 2
                          FORM OF TRANSFER CERTIFICATE

To:      Chase Manhattan International Limited

                              TRANSFER CERTIFICATE

relating to the agreement (as from time to time amended, varied, novated or
supplemented, the "CREDIT AGREEMENT") dated 28 March 2000 whereby
CHF4,100,000,000 term and revolving loan facilities were made available to a
group of borrowers including the Principal Borrower by a group of banks on whose
behalf Chase Manhattan International Limited acted as agent in connection
therewith.

1.       Terms defined in the Credit Agreement shall, subject to any contrary
         indication, have the same meanings herein. The terms Bank, Transferee
         and Portion Transferred are defined in the schedule hereto.

2.       The Bank (i) confirms that the details in the schedule hereto under the
         heading "BANK'S PARTICIPATION IN THE ORIGINAL TERM FACILITY", "ORIGINAL
         TERM ADVANCES", "BANK'S PARTICIPATION IN THE REVOLVING FACILITY" and
         ["REVOLVING ADVANCES"/"TERM-OUT ADVANCES"] accurately summarises its
         participation in the Credit Agreement and the Interest Period or Term
         of any existing Advances and (ii) requests the Transferee to accept and
         procure the transfer by novation to the Transferee of the Portion
         Transferred (specified in the schedule hereto) of its Term Commitment
         and/or Revolving Commitment and/or its participation in such Advance(s)
         by counter-signing and delivering this Transfer Certificate to the
         Agent at its address for the service of notices specified in the Credit
         Agreement.

3.       The Transferee hereby requests the Agent to accept this Transfer
         Certificate as being delivered to the Agent pursuant to and for the
         purposes of Clause 34.5 (Transfers by Banks) of the Credit Agreement so
         as to take effect in accordance with the terms thereof on the Transfer
         Date or on such later date as may be determined in accordance with the
         terms thereof.

4.       The Transferee confirms that it has received a copy of the Credit
         Agreement together with such other information as it has required in
         connection with this transaction and that it has not relied and will
         not hereafter rely on the Bank to check or enquire on its behalf into
         the legality, validity, effectiveness, adequacy, accuracy or
         completeness of any such information and further agrees that it has not
         relied and will not rely on the Bank to assess or keep under review on
         its behalf the financial condition, creditworthiness, condition,
         affairs, status or nature of the Parent or the Obligors.

5.       The Transferee hereby undertakes with the Bank and each of the other
         parties to the Credit Agreement that it will perform in accordance with
         their terms all those obligations which by the terms of the Finance
         Documents will be assumed by it after delivery of this Transfer
         Certificate to the Agent and satisfaction of the conditions (if any)
         subject to which this Transfer Certificate is expressed to take effect.



                                    - 130 -
<PAGE>   134



6.       The Bank makes no representation or warranty and assumes no
         responsibility with respect to the legality, validity, effectiveness,
         adequacy or enforceability of the Finance Documents or any document
         relating thereto and assumes no responsibility for the financial
         condition of the Obligors or for the performance and observance by the
         Obligors of any of their respective obligations under the Finance
         Documents or any document relating thereto and any and all such
         conditions and warranties, whether express or implied by law or
         otherwise, are hereby excluded.

7.       The Bank hereby gives notice that nothing herein or in the Finance
         Documents (or any document relating thereto) shall oblige the Bank to
         (a) accept a re-transfer from the Transferee of the whole or any part
         of its rights, benefits and/or obligations under the Finance Documents
         transferred pursuant hereto or (b) support any losses directly or
         indirectly sustained or incurred by the Transferee for any reason
         whatsoever including the non-performance by any Obligor or any other
         party to the Finance Documents (or any document relating thereto) of
         its obligations under any such document. The Transferee hereby
         acknowledges the absence of any such obligation as is referred to in
         (a) or (b) above.

8.       This Transfer Certificate and the rights, benefits and obligations of
         the parties hereunder shall be governed by and construed in accordance
         with English law.

                                  THE SCHEDULE
<TABLE>
<C>     <S>                                         <C>                     <C>
1.       Bank:

2.       Transferee:

3.       Transfer Date:

4.       Bank's Participation in the Original                               Portion Transferred
         Term Facility:
         Bank's Term Commitment

5.       Original Term Advance(s):                  Interest Period         Portion Transferred
         Amount of Bank's Participation

6.       Bank's Participation in the Revolving                              Portion Transferred
         Facility:
         Bank's Revolving Commitment

7.       [Revolving Advance(s)/                     [Term and Repayment     Portion Transferred
         Term-Out Advances]:                        Date/Interest Period]
         Amount of Bank's Participation
</TABLE>




                                    - 131 -
<PAGE>   135




        [Transferor Bank]                        [Transferee Bank]
        By:                                      By:

        Date:                                    Date:

________________________________________________________________________________

                      ADMINISTRATIVE DETAILS OF TRANSFEREE

Address:

Contact Name:

Account for Payments:

Telex:

Fax:

Telephone:
________________________________________________________________________________
[NOTE: EACH TRANSFEREE SHOULD, AT THE SAME TIME AS EXECUTING THIS TRANSFER
CERTIFICATE, EXECUTE ACCESSION DOCUMENTS FOR THE VARIOUS SECURITY DOCUMENTS.]



                                    - 132 -
<PAGE>   136



                                   SCHEDULE 3
                              CONDITIONS PRECEDENT

(A)      CORPORATE DOCUMENTS

1.       In relation to the Parent and each Original Obligor:

         (a)      a copy, certified as at the date of this Agreement a true and
                  up-to-date copy by an Authorised Signatory of the Parent or,
                  as the case may be, the relevant Original Obligor, of the
                  constitutional documents of the Parent or such Original
                  Obligor;

         (b)      a copy, certified as at the date of this Agreement a true and
                  up-to-date copy by an Authorised Signatory of the Parent or,
                  as the case may be, the relevant Original Obligor, of a board
                  resolution of the Parent or such Original Obligor approving
                  the execution, delivery and performance of the Finance
                  Documents to which the Parent or such Original Obligor is a
                  party and the terms and conditions thereof and authorising a
                  named person or persons to sign such Finance Documents and any
                  documents to be delivered by the Parent or such Original
                  Obligor pursuant thereto; and

         (c)      a certificate of an Authorised Signatory of the Parent or, as
                  the case may be, the relevant Original Obligor setting out the
                  names and signatures of the persons authorised to sign, on
                  behalf of the Parent or such Original Obligor, the Finance
                  Documents to which the Parent or such Original Obligor is a
                  party and any documents to be delivered by the Parent or such
                  Original Obligor pursuant thereto.

2.       In relation to NTL CV1:

         (a)      a copy of an up-to-date extract ("uittreksel") from the
                  relevant Dutch Chamber of Commerce and a copy of the executed
                  agreement of association;

         (b)      a copy of a resolution of the partners approving the general
                  partner to enter into the Finance Documents on behalf of NTL
                  CV1, and approving the separate contributions and revised
                  Schedule B;

         (c)      a certificate signed by the general partner of NTL CV1 setting
                  out the names and signatures of the persons authorised to
                  sign, on behalf of NTL CV1, the Finance Documents to which NTL
                  CV1 is a party and any documents to be delivered by NTL CV1
                  pursuant thereto.

3.       The Group Structure Chart (showing all members of the Group, assuming
         that the Acquisition has completed).

4.       To the extent not delivered under A1, a copy, certified (to the best of
         such Authorised Signatory's knowledge and belief) as at the date of
         this Agreement a true and up-to-



                                    - 133 -
<PAGE>   137


         date copy by an Authorised Signatory of the relevant Group member of
         the constitutive documents of each Group member whose shares are
         secured by the Share Pledges.

(B)      ACCOUNTS AND REPORTS

1.       The Business Plan.

2.       The Accountant's Letter, addressed to the Finance Parties.

3.       Copies, certified true copies by an Authorised Signatory of the
         Principal Borrower, of the Original Financial Statements (other than
         those referred to in paragraph (a) of the definition thereof).

4.       The Vendor's audited consolidated financial statements for its
         financial year ended 31 December 1999.

(C)      ACQUISITION DOCUMENTS, HIVEDOWN AND RELATED MATTERS

1.       A copy, certified by an Authorised Signatory of the Parent as true,
         complete and up-to-date, of each Acquisition Document.

2.       Evidence that the Acquisition has completed or, immediately following
         the first Original Term Advance hereunder, will be completed in
         accordance with the terms of the Acquisition Documents and that no
         right or entitlement of the Parent or any member of either the NTL Inc.
         Holding Group or the Group (whether to receive documents or otherwise)
         thereunder has been waived or modified except with the written consent
         of the Agent, together with written confirmation from the Parent that
         the Acquisition Documents contain the full agreement of the parties
         thereto as to the matters set out therein (save for any amendments to
         the Acquisition Documents disclosed in the Disclosure Letter).

3.       Evidence that, immediately following the completion of the Acquisition
         neither the Shareholder nor any member of the Restricted Group shall
         have (or will have) any Financial Indebtedness outstanding (other than
         Permitted Financial Indebtedness) and that all Encumbrances (other than
         Permitted Encumbrances) have been, or will be, discharged.

4.       A Certificate of an Authorised Signatory of the Principal Borrower
         confirming that all necessary consents, licences, authorisations and
         approvals in relation to the transactions constituted by the
         Acquisition Documents and the Finance Documents have been obtained,
         such a certificate having certified copies of the following annexed to
         it:

         (a)      the Licences necessary for the Cablecom Business to conduct
                  its business as at the date of the completion of the
                  Acquisition (other than any Licences referred to in paragraph
                  (c) of the definition thereof, where such Licences are not
                  material in the context of the Cablecom Business as a whole);

         (b)      the approval of the Acquisition by the Swiss Federal Office
                  for Communication;



                                    - 134 -
<PAGE>   138



         (c)      clearance from the Swiss Competition Commission (or a
                  confirmation from the Parent's Swiss counsel that no such
                  clearance is required in connection with the Acquisition).

5.       Copies, certified by an Authorised Signatory of the Parent as true,
         complete and up-to-date, of all of the documents relating to the
         Hivedown, evidencing that immediately following the making of the first
         Original Term Advance hereunder in order to complete the Acquisition
         the Principal Borrower and CC AG will be wholly owned subsidiaries of
         the Shareholder and that the Principal Borrower, CC AG and the
         Principal Borrower's subsidiaries will constitute the Cablecom
         Business.

6.       Evidence satisfactory to the Agent that the Group has (or, within a
         reasonable period following the completion of the Acquisition, will
         have) in existence, insurance policies in relation to the Cablecom
         Business against those risks and at those levels which are usual for
         companies carrying on a business such as that carried on by the
         Cablecom Business at the completion of the Acquisition.

7.       Evidence satisfactory to the Agent that an aggregate amount of at least
         CHF3,100,000,000 has been, pursuant to and in accordance with the
         Acquisition Documents and the Hivedown, contributed by the Parent
         towards the Acquisition consideration.

(D)      SECURITY DOCUMENTS AND RELATED DOCUMENTATION

1.       The Security Documents, duly executed and delivered by the relevant
         Original Obligors, in the form of public deeds where required by
         applicable law.

2.       All share certificates and, where applicable, the shareholders'
         register and an approving board resolution (except in the case of an
         approving board resolution where indicated by Niederer Kraft & Frey
         that this is unnecessary for a particular Group member) in relation to
         the certificated shares in Group members which have been pledged
         pursuant to the Share Pledges.

3.       The Subordination Deed, duly executed by NTL SPV LLC as sole general
         partner of CV1 and the Principal Borrower.

(E)      LEGAL OPINIONS

         Legal opinions from the following:

         (a)      Clifford Chance, London, the Agent's English counsel;

         (b)      Niederer Kraft and Frey, the Agent's Swiss counsel;

         (c)      Skadden, Arps, Slate, Meagher & Flom LLP, the Parent's
                  Delaware counsel or (to the extent acceptable to the Agent)
                  other US Counsel;

         (d)      Clifford Chance, Amsterdam, the Agent's Dutch counsel;

         (e)      Dutch counsel to the Parent,



                                    - 135 -
<PAGE>   139


                  in each case in substantially the form distributed to the
                  Banks prior to the signing of this Agreement.

(F)      MISCELLANEOUS

1.       The fees letters referred to in Clause 25.6 (Agency and Other Fees).

2.       Written confirmation from Skadden, Arps, Slate, Meagher & Flom LLP, or
         other US counsel, that (a) the Parent's entry into of this Agreement,
         the Acquisition Documents and (b) the entry into by other members of
         the NTL Inc. Holding Group and members of the Group of the Acquisition
         Documents, the documentation relating to the Hivedown and the Finance
         Documents will not breach (i) the Parent's constitutive documents and
         (ii) the indentures and other documentation relating to the NTL Notes
         issued by any member of the NTL Inc. Group or the NTL Inc. Holding
         Group.

3.       Evidence that the party or parties specified in Clause 44.4 (Service of
         Process) have agreed to act as the agents of the Parent and of each
         Original Obligor for the service of process in England.

4.       Evidence that the fees, costs and expenses required to be paid on or
         about the date of this Agreement by either the Parent or the Principal
         Borrower pursuant to Clause 25.6 (Agency and Other Fees) and Clause
         26.2 (Stamp Taxes) have been paid or will be paid immediately following
         the completion of the Acquisition.



                                    - 136 -




<PAGE>   140
                                   SCHEDULE 4
                               NOTICE OF DRAWDOWN


From: [Borrower]

To:   Chase Manhattan International Limited

Dated:

Dear Sirs,

1.   We refer to the agreement (the "CREDIT AGREEMENT") dated 28 March 2000 and
     made between a group of borrowers including Cablecom (Ostschweiz) AG, Chase
     Manhattan International Limited as agent and the financial institutions
     named therein as Banks. Terms defined in the Credit Agreement shall have
     the same meaning in this notice.

2.   This notice is irrevocable.

3.   We hereby give you notice that, pursuant to the Credit Agreement and on
     [date of proposed Advance], we wish to borrow a [Term]/[Revolving] Advance
     in the amount of CHF[ ] upon the terms and subject to the conditions
     contained therein.

4.   [We would like this Advance to have a first Interest Period of [ ] months'
     duration.]*

     or

     [We would like this Advance to have a Term of [ ] months' duration.]**

5.   We confirm that, at the date hereof, the [Repeated Representations/
     Acquisition Repeated Representations]*** are true in all material respects
     and no [Acquisition Event of Default or Acquisition Potential Event of
     Default]***/Event of Default [or Potential Event of Default]]**** is
     continuing.

6.   The proceeds of this drawdown should be credited to [insert account
     details].

                                                    Yours faithfully


                                        ........................................
                                                  Authorised Signatory
                                                  for and on behalf of
                                                [Insert name of Borrower]


*    If the Notice of Drawdown is for a Term Advance, insert only if there are
     no outstanding Term Advances [or less than [ ] Term Advances would then be
     outstanding].

**   Delete as appropriate.

***  Refer to Acquisition Repeated Representations, Acquisition Events of
     Default and Acquisition Potential Events of Default for Original Term
     Advances to be made on the Acquisition Date.


                                      -137-



<PAGE>   141


**** Delete for a Rollover Advance.


                                     -138-



<PAGE>   142


                                   SCHEDULE 5
                         FORM OF COMPLIANCE CERTIFICATE


To:  Chase Manhattan International Limited

Date:

Dear Sirs,

We refer to an agreement (the "CREDIT AGREEMENT") dated 28 March 2000 and made
between a group of borrowers including Cablecom (Ostschweiz) AG, Chase Manhattan
International Limited as agent, the financial institutions defined therein as
Banks and others.

Terms defined in the Credit Agreement shall bear the same meaning herein.

We confirm that:

1.   The ratio of the Senior Debt of the Group on [Quarter Date] to the
     Annualised EBITDA of the Restricted Group for the period ended on [Quarter
     Date] was [ ]:1.

2.   [The ratio of the EBITDA of the Group for the six months ended on [Quarter
     Date] to the Consolidated Finance Charges of the Restricted Group for that
     six month period was [ ]:1.]

3.   [The ratio of the Annualised EBITDA of the Restricted Group for the period
     ended on [Quarter Date] to the Consolidated Pro-Forma Debt Service of the
     Restricted Group as at [Quarter Date] was [ ]:1.]

On the basis of above, we confirm that the Margin in relation to any Advance
made or Interest Period which commences after your receipt of this Compliance
Certificate will be [ ] per cent. per annum.

We also confirm that:

1.   The aggregate EBITDA of the Guarantors for the 12 month period ending on
     [Quarter Date] equalled or exceeded 95% of the consolidated EBITDA of the
     Restricted Group for such 12 month period.

2.   The amount of Available Excess Cash Flow as at [ ] was [ ].

Signed:


          --------------------------------      --------------------------------
                      Director                              Director
            of Cablecom (Ostschweiz) AG           of Cablecom (Ostschweiz) AG



                                      -139-



<PAGE>   143


                                   SCHEDULE 6
                      FORM OF BORROWER ACCESSION MEMORANDUM


To:   Chase Manhattan International Limited

From: [Subsidiary]

and

Cablecom (Ostschweiz) AG

Dated:

Dear Sirs,

1.   We refer to an agreement (the "CREDIT AGREEMENT") dated 28 March 2000 and
     made between a group of borrowers including Cablecom (Ostschweiz) AG (the
     "PRINCIPAL BORROWER"), Chase Manhattan International Limited as agent, the
     financial institutions defined therein as Banks and others.

2.   Terms defined in the Credit Agreement shall bear the same meaning herein.

3.   The Principal Borrower requests that [Subsidiary] become an Additional
     Borrower pursuant to Clause 35.1 (Request for Additional Borrower) of the
     Credit Agreement.

4.   [Subsidiary] is a company duly organised under the laws of [name of
     relevant jurisdiction].

5.   [Subsidiary] confirms that it has received from the Principal Borrower a
     true and up-to-date copy of the Credit Agreement.

6.   [Subsidiary] undertakes, upon its becoming a Borrower, to perform all the
     obligations expressed to be undertaken under the Credit Agreement by a
     Borrower and agrees that it shall be bound by the Credit Agreement in all
     respects as if it had been an original party thereto as an Original
     Borrower.

7.   The Principal Borrower confirms that, if [Subsidiary] is accepted as an
     Additional Borrower, its guarantee obligations and the guarantee
     obligations of the other Guarantors pursuant to Clause 24 (Guarantee and
     Indemnity) of the Credit Agreement will apply to all the obligations of
     [Subsidiary] under the Finance Documents in all respects in accordance with
     the terms of the Credit Agreement.

8.   The Principal Borrower:

     (a)  repeats the Repeated Representations; and

     (b)  confirms that no Event of Default or Potential Event of Default is
          continuing or would occur as a result of [Subsidiary] becoming an
          Additional Borrower.



                                      -140-


<PAGE>   144


9.   [Subsidiary] makes the representations and warranties set out in Clause
     19.1 (Status) to Clause 19.11 (Legal and Beneficial Owner).

10.  [Subsidiary's] administrative details are as follows:

     Address:

     Fax No.:

11.  PROCESS AGENT [Subsidiary] agrees that the documents which start any
     Proceedings and any other documents required to be served in relation to
     those Proceedings may be served on it at [address of Subsidiary's place of
     business in England] or at any address in Great Britain at which process
     may be served on it in accordance with Part XXIII of the Companies Act
     1985]/[on name of process agent in England at address of process agent or,
     if different, its registered office. If [[Subsidiary] ceases to have a
     place of business in Great Britain]/[the appointment of the person
     mentioned above ceases to be effective], [Subsidiary] shall immediately
     appoint another person in England to accept service of process on its
     behalf in England. If it fails to do so (and such failure continues for a
     period of not less than fourteen days), the Agent shall be entitled to
     appoint such a person by notice. Nothing contained herein shall restrict
     the right to serve process in any other manner allowed by law. This applies
     to Proceedings in England and to Proceedings elsewhere.]

12.  This Memorandum is governed by English law.

     CABLECOM (OSTSCHWEIZ) AG                [Subsidiary]


     By:                                     By:
         ------------------------------          -------------------------------



                                     -141-


<PAGE>   145


                                   SCHEDULE 7
                     FORM OF GUARANTOR ACCESSION MEMORANDUM


To:   Chase Manhattan International Limited

From: [Subsidiary] and
      Cablecom (Ostschweiz) AG

Dated:

Dear Sirs,


1.   We refer to an agreement (the "CREDIT AGREEMENT") dated 28 March 2000 and
     made between a group of borrowers including Cablecom (Ostschweiz) AG (the
     "PRINCIPAL BORROWER"), Chase Manhattan International Limited as agent, the
     financial institutions defined therein as Banks and others.

2.   Terms defined in the Credit Agreement shall bear the same meaning herein.

3.   The Principal Borrower requests that [Subsidiary], a subsidiary of the
     Principal Borrower, become an Additional Guarantor pursuant to Clause 36.1
     (Request for Additional Guarantor) of the Credit Agreement.

4.   [Subsidiary] is a company duly organised under the laws of [name of
     relevant jurisdiction].

5.   [Subsidiary] confirms that it has received from the Principal Borrower a
     true and up-to-date copy of the Credit Agreement and a list of the
     Borrowers as at the date hereof.

6.   [Subsidiary] undertakes, upon its becoming a Guarantor, to perform all the
     obligations expressed to be undertaken under the Credit Agreement by a
     Guarantor and agrees that it shall be bound by the Credit Agreement in all
     respects as if it had been an original party thereto as an Original
     Guarantor.

7.   The Principal Borrower:

     (a)  repeats the Repeated Representations; and

     (b)  confirms that no Event of Default or Potential Event of Default is
          continuing or would occur as a result of [Subsidiary] becoming an
          Additional Guarantor.

8.   [Subsidiary] makes the representations and warranties set out in Clause
     19.1 (Status) to Clause 19.11 (Legal and Beneficial Owner).

9.   [Subsidiary's] administrative details are as follows:

     Address:

     Fax No.:


                                      -142-


<PAGE>   146


10.  [PROCESS AGENT*

     [Subsidiary] agrees that the documents which start any Proceedings and any
     other documents required to be served in relation to those Proceedings may
     be served on it at [address of Subsidiary's place of business in England]
     or at any address in Great Britain at which process may be served on it in
     accordance with Part XXIII of the Companies Act 1985] / [on name of process
     agent in England at address of process agent or, if different, its
     registered office. If [Subsidiary] ceases to have a place of business in
     Great Britain]/[ the appointment of the person mentioned above ceases to be
     effective], [Subsidiary] shall immediately appoint another person in
     England to accept service of process on its behalf in England. If it fails
     to do so (and such failure continues for a period of not less than fourteen
     days), the Agent shall be entitled to appoint such a person by notice.
     Nothing contained herein shall restrict the right to serve process in any
     other manner allowed by law. This applies to Proceedings in England and to
     Proceedings elsewhere.]

11.  This Memorandum is governed by English law.

This Memorandum is executed and delivered as a deed by [name of Additional
Guarantor]


 ...........................................
Director of Additional Guarantor


 ...........................................
Director/Secretary of Additional Guarantor]

or

[The Common Seal of [Additional Guarantor]
was affixed to this deed in the presence of


                                                ................................
                                                Director of Additional Guarantor


                                                ................................
                                                Director/Secretary of Additional
                                                          Guarantor**

[Insert name of Parent]


By: .......................................



*    This clause is required only if the Additional Guarantor is not
     incorporated in England or Wales.

**   Delete as appropriate. If the company is not incorporated in England or
     Wales, alternate form of execution may be more appropriate.



                                      -143-


<PAGE>   147


                                   SCHEDULE 8
                         ADDITIONAL CONDITIONS PRECEDENT


1.   A copy, certified as at the date of the relevant Accession Memorandum a
     true and up-to-date copy by an Authorised Signatory of the proposed
     Additional Obligor, of the constitutional documents of such proposed
     Additional Obligor.

2.   A copy, certified as at the date of the relevant Accession Memorandum a
     true and up-to-date copy by an Authorised Signatory of the proposed
     Additional Obligor, of a board resolution of such proposed Additional
     Obligor approving the execution and delivery of an Accession Memorandum,
     the accession of such proposed Additional Obligor to this Agreement and the
     performance of its obligations under the Finance Documents and authorising
     a named person or persons to sign such Accession Memorandum, any other
     Finance Document and any other documents to be delivered by such proposed
     Additional Obligor pursuant thereto.

3.   If the proposed Additional Obligor is incorporated in a jurisdiction other
     than England and Wales and if deemed either necessary or desirable by the
     Agent's counsel in the jurisdiction of incorporation of the proposed
     Additional Obligor, a copy, certified as at the date of the relevant
     Accession Memorandum a true and up-to-date copy by an Authorised Signatory
     of the proposed Additional Obligor, of the resolutions of the shareholders
     of such Additional Obligor authorising the execution and delivery of an
     Accession Memorandum, the accession of such Additional Obligor to this
     Agreement and the performance of its obligations under the Finance
     Documents.

4.   A certificate of an Authorised Signatory of the proposed Additional Obligor
     setting out the names and signatures of the person or persons authorised to
     sign, on behalf of such proposed Additional Obligor, the Accession
     Memorandum, any other Finance Documents and any other documents to be
     delivered by such proposed Additional Obligor pursuant thereto.

5.   If deemed either necessary or desirable by the Agent's counsel in the
     jurisdiction of incorporation of the proposed Additional Obligor, a
     certificate of an Authorised Signatory of the proposed Additional Obligor
     confirming that the utilisation of the Facilities would not breach any
     restriction of its borrowing powers (or, as the case may be, its
     guaranteeing powers).

6.   If the proposed Additional Obligor is incorporated in a jurisdiction other
     than England and Wales, a copy, certified a true copy by or on behalf of
     the proposed Additional Obligor, of each such law, decree, consent,
     licence, approval, registration or declaration as is, in the opinion of
     counsel to the Banks, necessary to render the relevant Accession Memorandum
     legal, valid, binding and enforceable, to make such Accession Memorandum
     admissible in evidence in the proposed Additional Obligor's jurisdiction of
     incorporation and to enable the proposed Additional Obligor to perform its
     obligations thereunder and under the other Finance Documents.



                                      -144-


<PAGE>   148


7.   Copies, certified true copies by an Authorised Signatory of the proposed
     Additional Obligor, of its latest annual audited consolidated financial
     statements and any subsequent interim consolidated financial statements (to
     the extent such are available).

8.   An opinion of Clifford Chance, solicitors to the Agent, in form and
     substance satisfactory to the Agent.

9.   A legal opinion of the Agent's legal advisors in the jurisdiction in which
     such Additional Obligor is incorporated.

10.  Evidence that the process agent specified in the relevant Accession
     Memorandum has agreed to act as its agent for the service of process in
     England.

11.  If the proposed Additional Obligor is to be an Additional Borrower, a
     certificate from an Authorised Signatory of the Principal Borrower
     confirming that, based on the most recent Budget delivered to the Agent
     pursuant to Clause 20.5 (Budgets), the proposed Additional Borrower:

     (a)  together with its direct and indirect holding companies which are
          Guarantors, will have projected income (including, if relevant,
          dividend receipts, and having taken into account projected tax
          liabilities) sufficient to enable it to service, in full, all its
          projected indebtedness under the Facilities; and

     (b)  has sufficient taxable income to ensure full tax deductibility on all
          interest payments to be made by it under the Facilities.



                                      -145-


<PAGE>   149


                                   SCHEDULE 9
                           FORM OF RESIGNATION NOTICE


To:   Chase Manhattan International Limited

From: Cablecom (Ostschweiz) AG

Dated:

Dear Sirs,

1.   We refer to an agreement (the "CREDIT AGREEMENT") dated 28 March 2000 and
     made between a group of borrowers including Cablecom (Ostschweiz) AG (the
     "PRINCIPAL BORROWER"), Chase Manhattan International Limited as agent, the
     financial institutions defined therein as Banks and others.

2.   Terms defined in the Credit Agreement shall bear the same meaning herein.

3.   [We declare that [name of Borrower] is under no actual or contingent
     obligation under any Finance Document in its capacity as a Borrower.]*

4.   Pursuant to Clause [35.3 (Resignation of a Borrower)]/[36.3 (Resignation of
     a Guarantor) we hereby request that [name of Obligor] shall cease to be a
     [Borrower]/[Guarantor] under the Credit Agreement.

5.   [We hereby confirm that the aggregate EBITDA of the remaining Guarantors
     for the last financial year of the Principal Borrower equalled or exceeded
     95% of the consolidated EBITDA of the Restricted Group for such a financial
     year.]**

                                                    Yours faithfully



                                                CABLECOM (OSTSCHWEIZ) AG


*    Delete if notice is for a Guarantor.

**   Delete if notice is for a Borrower.



                                      -146-


<PAGE>   150


                                   SCHEDULE 10
                                 MANDATORY COSTS


1.   The Mandatory Cost Rate is an addition to the interest rate to compensate
     Banks for the cost of compliance with (a) the requirements of the Financial
     Services Authority (or any other authority which replaces all or any of its
     functions) or (b) the requirements of the European Central Bank.

2.   On the first day of each Interest Period or Term, as the case may be, (or
     as soon as possible thereafter) the Agent shall calculate, as a percentage
     rate, a rate (the "ADDITIONAL COSTS RATE") for each Bank, in accordance
     with the formula set out below. The Mandatory Cost Rate will be calculated
     by the Agent as a weighted average of such Bank's additional costs rates
     rounded to five decimal places (weighted in proportion to the percentage
     participation of each Bank in the relevant Advance) and will be expressed
     as a percentage rate per annum.

3.   The additional costs rate for any Bank lending from a Facility Office in a
     Participating Member State will be the percentage notified by that Bank to
     the Agent as the cost of complying with the minimum reserve requirements of
     the European Central Bank.

4.   The additional cost rate for any Bank lending from a Facility Office in the
     United Kingdom will be calculated by the Agent as follows:

                          F X 0.01
                         ---------- per cent. per annum.
                            300

     Where F is the rate of charge payable by that Bank to the Financial
     Services Authority pursuant to the Fee Regulations (but, for this purpose,
     ignoring any minimum fee required pursuant to the Fee Regulations) and
     expressed in pounds per (pound)1,000,000 of the Fee Base of that Bank.

5.   For the purposes of this Schedule:

     (a)  "FEE REGULATIONS" means the Banking Supervision (Fees) Regulations
          1999 or such other law as may be in force from time to time in respect
          of the payment of fees for banking supervision; and

     (b)  "FEE BASE" has the meaning given to it, and will be calculated in
          accordance with, the Fee Regulations.

6.   Each Bank shall supply any information required by the Agent for the
     purpose of calculating its additional costs rate. In particular, but
     without limitation, each Bank shall supply the following information in
     writing on or prior to the date on which it becomes a Bank:

     (a)  its jurisdiction of incorporation and the jurisdiction of its Facility
          Office; and


                                      -147-


<PAGE>   151


     (b)  such other information that the Agent may reasonably require for such
          purpose.

     Each Bank shall promptly notify the Agent in writing of any change to the
     information provided by it pursuant to this paragraph.

7.   The rates of charge of each Bank for the purpose of F above shall be
     determined by the Agent based upon the information supplied to it pursuant
     to paragraph 6 above and on the assumption that unless a Bank notifies the
     Agent to the contrary, each Bank's obligations in relation to the Fee
     Regulations are the same as those of a typical bank from its jurisdiction
     of incorporation with a Facility Office in the same jurisdiction as its
     Facility Office.

     The Agent shall have no liability to any person if such determination
     results in an additional costs rate which over or under compensates any
     Bank and shall be entitled to assume that the information provided by any
     Bank pursuant to paragraph 6 above is true and correct in all respects.

8.   The Agent shall distribute the additional amounts received pursuant to the
     Mandatory Cost Rate to the Banks on basis of the additional cost rate
     incurred by each Bank, as calculated in accordance with the above formula
     and based on the information provided by each Bank pursuant to paragraph 6
     above.

9.   Any determination by the Agent pursuant to this Schedule in relation to a
     formula, the Mandatory Cost Rate, an additional costs rate or any amount
     payable to a Bank shall, in the absence of manifest error, be conclusive
     and binding on all of the parties hereto.

10.  The Agent may from time to time, after consultation with the Principal
     Borrower (on its own behalf and on behalf of the other Borrowers) and the
     Banks, determine and notify to all parties any amendments or variations
     which are required to be made to this Schedule in order to comply with any
     charge in law, regulation or any requirements from time to time imposed by
     the Financial Services Authority or the European Central Bank (or, in any
     case, any other authority which replaces all or any of its functions) and
     any such determination shall, in the absence of manifest error, be
     conclusive and binding on all the parties hereto.


                                      -148-


<PAGE>   152


                                   SCHEDULE 11
                           CONFIDENTIALITY UNDERTAKING


TO:  NTL Inc. and each of its subsidiaries including each person comprised in
     the CableCom Business (as defined below)



                                                                          [Date]



Dear Sirs

We refer to the CHF 4,100,000,000 credit agreement dated o March 2000 between
NTL Incorporated as parent, Chase Manhattan plc and Morgan Stanley Senior
Funding, Inc. as arrangers, Chase Manhattan International Limited as agent and
others (the "FACILITY Agreement").

Capitalised terms used in this letter shall, unless otherwise stated, have the
meaning given to them in paragraph 11 below.

In consideration of you agreeing to certain information being made available to
us, by our signature of this letter we agree as follows:

1.   Confidentiality Undertaking We undertake (a) to keep the Confidential
     Information confidential and not to disclose it to anyone except as
     provided for by paragraph 2 below and to ensure that the Confidential
     Information is protected with security measures and a degree of care that
     would apply to our own confidential information, (b) to use the
     Confidential Information only for the Permitted Purpose and (c) to use all
     reasonable endeavours to ensure that any person to whom we pass any
     Confidential Information (unless disclosed under paragraph 2 (c) below)
     acknowledges and complies with the provisions of this letter as if that
     person were also a party to it (and so bound by its terms in your favour).

2.   Permitted Disclosure You agree that we may disclose Confidential
     Information:

     (a)  to any other bank which becomes (or is considering becoming) a bank
          under the Facility Agreement and their officers, directors, employees
          and professional advisers only to the extent necessary for the
          Permitted Purpose and so long as any such other bank has addressed and
          delivered a letter to you in substantially the same form as this
          letter;

     (b)  subject to us procuring that the following comply with the terms of
          this letter, to other members of the Group and their officers,
          directors, employees and professional advisers, in each case to the
          extent necessary for the Permitted Purpose, and to their auditors;


                                      -149-


<PAGE>   153


     (c)  (i) where requested or required by any court of competent jurisdiction
          or any competent judicial, governmental, supervisory or regulatory
          body, (ii) where required by the rules of any stock exchange on which
          the shares or other securities of any member of the Group are listed
          or (iii) where required by the laws or regulations of any country with
          jurisdiction over the affairs of any member of the Group; and

     (d)  to our officers, directors, employees, professional advisers, in each
          case to the extent necessary for the Permitted Purpose, and to our
          auditors to the extent necessary for auditing our business.

3.   Notification of Required or Unauthorised Disclosure We agree (to the extent
     permitted by law) to inform you promptly of the full circumstances of any
     disclosure under paragraph 2(c) or upon becoming aware that Confidential
     Information has been disclosed in breach of this letter.

4.   Return of Copies If (a) you so request in writing and (b) we do not become
     or cease to be a bank under the Facility Agreement, we shall promptly
     return all Confidential Information supplied to us by you, the Agent, the
     Arrangers and/or any Bank and destroy or permanently erase all copies of
     Confidential Information made by us and use all reasonable endeavours to
     ensure that anyone to whom we have supplied any Confidential Information
     destroys or permanently erases such Confidential Information and any copies
     made by them, in each case save to the extent that we or the recipients are
     required to retain any such Confidential Information by any applicable law,
     rule or regulation or by any competent judicial, governmental, supervisory
     or regulatory body or in accordance with internal policy, or where the
     Confidential Information has been disclosed under paragraph 2(c) above.

5.   Continuing Obligations The obligations in this letter are continuing and,
     in particular, shall survive the termination of any discussions or
     negotiations between you and us or us and any Bank. Notwithstanding the
     previous sentence, the obligations in this letter shall cease (without
     prejudice to any antecedent breach of this letter) twelve months after we
     have returned all Confidential Information supplied to us by you, the
     Agent, the Arrangers and/or any Bank and destroyed or permanently erased
     all copies of Confidential Information made by us (other than any such
     Confidential Information or copies which have been disclosed under
     paragraph 2 above (or which, pursuant to paragraph 4 above, are not
     required to be returned or destroyed)).

6.   Consequences of Breach We acknowledge and agree that you may be irreparably
     harmed by the breach of the terms hereof and damages may not be an adequate
     remedy; you may be granted an injunction or specific performance for any
     threatened or actual breach of the provisions of this letter by us.

7.   No Waiver; Amendments, etc This letter sets out the full extent of our
     obligations of confidentiality owed to the addressees of this letter in
     relation to the information the subject of this letter. No failure or delay
     in exercising any right, power or privilege hereunder will operate as a
     waiver thereof nor will any single or partial exercise of any


                                      -150-


<PAGE>   154


     right, power or privilege preclude any further exercise thereof or the
     exercise of any other right, power or privileges hereunder. The terms of
     this letter and our obligations hereunder may only be amended or modified
     by written agreement between us.

8.   Inside Information We acknowledge that some or all of the Confidential
     Information is or may be price-sensitive information and that the use of
     such information may be regulated or prohibited by applicable legislation
     relating to insider dealing.

9.   Nature of Undertakings The undertakings given by us under this letter are
     given (without implying any fiduciary obligations on your part) to and for
     the benefit of each member of the NTL group (including, each person
     comprised in the CableCom Business).

10.  Governing Law and Jurisdiction This letter (including the agreement
     constituted by your acknowledgement of its terms) shall be governed by and
     construed in accordance with the laws of England and we submit to the
     non-exclusive jurisdiction of the English courts.

11.  Definitions In this letter:

     "ACQUISITION" means the acquisition by certain members of the NTL Inc.
     group of the Cablecom Business.

     "AGENT" means Chase Manhattan International Limited.

     "ARRANGERS" means Chase Manhattan plc and Morgan Stanley Senior Funding,
     Inc.

     "BANK" means any bank or financial institution which is, at any time, party
     to the Facility Agreement as a "Bank".

     "CABLECOM BUSINESS" means the subsidiaries of Cablecom Holding AG, together
     with certain other assets and liabilities.

     "CONFIDENTIAL INFORMATION" means any information relating to any member of
     the NTL Inc. group, any person comprised in the CableCom Business, the
     Information Memorandum, the Facility Agreement and/or the Acquisition
     provided to us by you, any of your affiliates or advisers, the Agent, the
     Arrangers and/or any Bank (or any affiliates or advisers of any Bank), in
     whatever form, and includes information given orally and any document,
     electronic file or any other way of representing or recording information
     which contains or is derived or copied from such information but excludes
     information that (a) is or becomes public knowledge other than as a direct
     or indirect result of any breach of this letter or (b) is known by us
     before the date the information is disclosed to us by you or any of your
     affiliates or advisers, the Agent, the Arrangers and/or any Bank (or any
     affiliates or advisers of any Bank) or is obtained by us thereafter, other
     than from a source which is connected with the NTL Inc. group or any person
     comprised in the CableCom Business and which, in either case, as far as we
     are aware, has not been obtained in violation of, and is not otherwise
     subject to, any obligation of confidentiality.


                                      -151-


<PAGE>   155


     "GROUP" means us, each of our holding companies and subsidiaries and each
     subsidiary of each of our holding companies (as each such term is defined
     in the Companies Act 1985).

     "INFORMATION MEMORANDUM" means the information memorandum dated February
     2000, relating to the Acquisition and the Cablecom Business, prepared and
     distributed by the Arrangers.

     "PERMITTED PURPOSE" means:

     (a)  in respect of a person who is considering and evaluating whether to
          participate in the Facility Agreement as a Bank, such consideration
          and evaluation;

     (b)  in respect of a person who is a party to the Facility Agreement as a
          Bank, its continued participation as a Bank; or

     (c)  in respect of a person who has ceased to participate in the Facility
          Agreement as a Bank, the maintenance by such a person of a record of
          its participation.

Please sign and return the enclosed copy of this letter to acknowledge your
consent to the terms and conditions hereof.


Yours faithfully


 ..................................
For and on behalf of
[insert name of bank or other
ending institution]



We agree to the above.


 ..................................
For and on behalf of
NTL INC.


Date:


                                      -152-


<PAGE>   156


                                   SCHEDULE 12
                               EXISTING MORTGAGES

<TABLE>
<CAPTION>
                                                                      MAXIMUM              MATURITY
  MORTGAGOR                                                          AMOUNT OF
MEMBER OF THE                                                      INDEBTEDNESS
 RESTRICTED                                ASSETS SUBJECT TO       MORTGAGOR CAN
   GROUP               MORTGAGEE            AN ENCUMBRANCE           OWE (CHF)          MATURITY
-------------       ---------------       -------------------      -------------       ----------
<S>                 <C>                   <C>                       <C>                <C>
Principal           Graubundner           Building at                  671,000         31/12/2006
Borrower            KB                    Commercialstrasse
                                          23, Chur

Rera AG             Graubundner           Building at                1,200,000         None
                    KB                    Steinbockstrasse 8,
                                          Chur

Rera AG             PK Rediffussion       Building at               12,000,000         None
                                          Zollstrasse 42,
                                          Zurich

Rera AG             PK Rediffussion       Building at                1,200,000         None
                                          Belpstrasse 36,
                                          Bern

Rera AG             United Bank of        Building at Grand-         1,000,000         None
                    Switzerland           pont 5, Lausanne

Video 2000 SA       United Bank of        Building at Avenue           600,000         23/4/2001
                    Switzerland           de la Gare 5,
                                          Neuchatel

Video 2000 SA       United Bank of        Building at Avenue           600,000         23/4/2003
                    Switzerland           de la Gare 5,
                                          Neuchatel

Rera AG             Winterthur            Building at                2,300,000         None
                    Versich               Bepstrasse 36, Ben
</TABLE>


                                      -153-


<PAGE>   157


                                   SCHEDULE 13
                            FORM OF DEED OF ACCESSION


THIS Deed dated [ ], [ ] is supplemental to a credit agreement (the "CREDIT
AGREEMENT") dated 28 March 2000 and made between a group of borrowers including
Cablecom (Ostschweiz) AG, Chase Manhattan International Limited as agent, the
financial institutions defined therein as Banks and others.

Words and expressions defined in the Credit Agreement have the same meaning when
used in this Deed.

[Name of Permitted Facilities Provider] hereby agrees with each other person who
is or who becomes a party to the Credit Agreement that with effect on and from
the date hereof it will be bound by the Credit Agreement as the Permitted
Facilities Provider as if it had been party to the Credit Agreement in that
capacity.

The address for notice of [Name of the Permitted Facilities Provider] for the
purposes of Clause 40 (Notices) of the Credit Agreement is:-

     [

                                      ].

This Deed is governed by English law.

EXECUTED AS A DEED                             )
by [Name of the Permitted Facilities Provider] )
acting by [              ]                     )
in the presence of:-                           )

Name:

Address:


                                      -154-


<PAGE>   158


                                   SIGNATURES


THE PARENT

NTL INCORPORATED

By:               JEFFREY G WYMAN

Address:       110 East 59th Street New York, NY
               USA

Fax:           001 212 752 1157



THE SHAREHOLDER

NTL CABLECOM HOLDING GMBH

By:            JEFFREY G WYMAN               GAUDENZ DOMENIG

Address:       c/o ATAG Ernst & Young AG
               Bundesstrasse 3
               6304 Zug
               Switzerland



THE ORIGINAL BORROWERS

CABLECOM (OSTSCHWEIZ) AG

By:            JEFFREY G WYMAN               GAUDENZ DOMENIG

Address:       Neumuhlestrasse 42
               8406 Winterthur
               Switzerland

Fax:           00 411 277 9292


                                      -155-


<PAGE>   159


CABLECOM MANAGEMENT AG

By:            JEFFREY G WYMAN               GAUDENZ DOMENIG

Address:       Zollstrasse 42
               8005 Zurich
               Switzerland



BALCAB AG

By:            JEFFREY G WYMAN               GAUDENZ DOMENIG

Address:       Munchensteinerstrasse 270
               4053 Basel
               Switzerland



THE ORIGINAL GUARANTORS

NTL CABLECOM HOLDING GMBH

By:            JEFFREY G WYMAN               GAUDENZ DOMENIG

Address:       c/o ATAG Ernst & Young
               Bundesstrasse 3
               6304 Zug
               Switzerland



CABLECOM (OSTSCHWEIZ) AG

By:            JEFFREY G WYMAN               GAUDENZ DOMENIG

Address:       Neumuhlestrasse 42
               8400 Winterthur
               Switzerland


                                      -156-


<PAGE>   160


CABLECOM AG

By:            GAUDENZ DOMENIG               ULRICH DIETIKER

Address:       Zwirnerstrasse 70
               8041 Zurich
               Switzerland



CABLECOM (SUISSE ROMANDE) SA

By:            GAUDENZ DOMENIG               ULRICH DIETIKER

Address:       Avenue du Midi 11
               1700 Fribourg
               Switzerland



CODITEL SA

By:            GAUDENZ DOMENIG               ULRICH DIETIKER

Address:       Boulevard Carl-Vogt 66
               1205 Geneva
               Switzerland



CABLECOM (TICINO) SA

By:            GAUDENZ DOMENIG               ULRICH DIETIKER

Address:       Via C. Molo 5
               6500 Bellinzona
               Switzerland


                                      -157-


<PAGE>   161


BALCAB AG

By:            GAUDENZ DOMENIG               ULRICH DIETIKER

Address:       Munchensteinerstrasse 270
               4053 Basel
               Switzerland



SWISS ONLINE AG

By:            GAUDENZ DOMENIG               ULRICH DIETIKER

Address:       Industriestrasse 19
               8112 Otelfingen
               Switzerland



CABLECOM (BERN) AG

By:            GAUDENZ DOMENIG               ULRICH DIETIKER

Address:       Belpstrasse 36
               3007 Bern
               Switzerland



CABLECOM ENGINEERING AG

By:            GAUDENZ DOMENIG               ULRICH DIETIKER

Address:       Zollstrasse 42
               8005 Zurich
               Switzerland


                                      -158-


<PAGE>   162


CABLECOM (MITTELLAND) AG

By:            GAUDENZ DOMENIG               ULRICH DIETIKER

Address:       Delfterstrasse 10
               5004 Aarau
               Switzerland



CABLECOM (ZENTRALSCHWEIZ) AG

By:            GAUDENZ DOMENIG               ULRICH DIETIKER

Address:       c/o Fischer Holding AG
               Habsburgerstrasse 22
               6003 Lucerne
               Switzerland



KILCHENMANN HOLDING AG

By:            GAUDENZ DOMENIG               ULRICH DIETIKER

Address:       Bernstrasse 95
               3122 Kehrsatz
               Switzerland



NORDEX SA

By:            GAUDENZ DOMENIG               ULRICH DIETIKER

Address:       c/o Roberto Poretti
               Via Canonica 5
               6950 Tesserete
               Switzerland


                                      -159-


<PAGE>   163


RERA AG IMMOBILIENGESELLSCHAFT

By:            GAUDENZ DOMENIG               ULRICH DIETIKER

Address:       Zollstrasse 42
               8005 Zurich
               Switzerland



WINTER KABELFERNSEH AG

By:            GAUDENZ DOMENIG               ULRICH DIETIKER

Address:       c/o Balcab AG
               Munchensteinerstrasse 270
               4023 Basel
               Switzerland



CABLE SIGNAL OLTEN AG

By:            GAUDENZ DOMENIG               ULRICH DIETIKER

Address:       Swisscom Gasse
               4600 Olten
               Switzerland



KILCHENMANN KABELFERNSEH AG

By:            GAUDENZ DOMENIG               ULRICH DIETIKER

Address:       Bernstrasse 95
               3122 Kehrsatz
               Switzerland


                                      -160-


<PAGE>   164


CABLECOM MEDIA AG

By:            GAUDENZ DOMENIG               ULRICH DIETIKER

Address:       Zollstrasse 42
               8005 Zurich
               Switzerland



CATEC SV AG

By:            GAUDENZ DOMENIG               ULRICH DIETIKER

Address:       Wolleraustrasse 9
               8807 Freienbad
               Switzerland



REDIFFUSION AG

By:            GAUDENZ DOMENIG               ULRICH DIETIKER

Address:       Sonnenbergstrasse 72
               8603 Schwerzenbach
               Switzerland



CABLECOM MANAGEMENT AG

By:            GAUDENZ DOMENIG               ULRICH DIETIKER

Address:       Zollstrasse 42
               8005 Zurich
               Switzerland


                                      -161-




<PAGE>   165


THE ARRANGERS

CHASE MANHATTAN PLC

By:            VALERIE REYNIER

Address:       125 London Wall
               London EC2Y 5AJ



MORGAN STANLEY SENIOR FUNDING, INC.

By:            VALERIE REYNIER (AS ATTORNEY)

Address:       1585 Broadway
               New York
               NY 10036
               USA



THE AGENT

CHASE MANHATTAN INTERNATIONAL LIMITED

By:            VALERIE REYNIER

Address:       Trinity Tower
               9 Thomas Moore Street
               London E1 9YT

Fax:           +44 (0) 20 7777 2360

Attention:     Steve Clarke
               Loans Agency Department



THE BANKS

THE LEAD ARRANGERS

THE CHASE MANHATTAN BANK

By:            VALERIE REYNIER



MORGAN STANLEY SENIOR FUNDING, INC.

By:            VALERIE REYNIER (AS ATTORNEY)


                                      -162-


<PAGE>   166


ARRANGERS

BANK OF AMERICA, N.A.

By:            VALERIE REYNIER (AS ATTORNEY)



BAYERISCHE HYPO- UND VEREINSBANK AKTIENGESELLSCHAFT, LONDON
BRANCH

By:            VALERIE REYNIER (AS ATTORNEY)



PARIBAS

By:            VALERIE REYNIER (AS ATTORNEY)



CIBC WORLD MARKETS PLC

By:            VALERIE REYNIER (AS ATTORNEY)



CITIBANK, N.A.

By:            WERNER BARILI



DEUTSCHE BANK AG LONDON

By:            VALERIE REYNIER (AS ATTORNEY)



DRESDNER BANK LUXEMBOURG S.A.

By:            VALERIE REYNIER (AS ATTORNEY)



MORGAN GUARANTY TRUST COMPANY OF NEW YORK

By:            VALERIE REYNIER (AS ATTORNEY)



THE ROYAL BANK OF SCOTLAND PLC

By:            VALERIE REYNIER (AS ATTORNEY)


                                      -163-


<PAGE>   167


SOCIETE GENERALE

By:            VALERIE REYNIER (AS ATTORNEY)



WESTDEUTSCHE LANDESBANK GIROZENTRALE

By:            VALERIE REYNIER (AS ATTORNEY)



CO-ARRANGERS

ABC INTERNATIONAL BANK PLC

By:            VALERIE REYNIER (AS ATTORNEY)



BANCA NAZIONALE DEL LAVORO S.P.A., LONDON BRANCH

By:            VALERIE REYNIER (AS ATTORNEY)



BANKGESELLSCHAFT BERLIN AG

By:            VALERIE REYNIER (AS ATTORNEY)



THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND

By:            VALERIE REYNIER (AS ATTORNEY)



BAYERISCHE LANDESBANK GIROZENTRALE

By:            VALERIE REYNIER (AS ATTORNEY)



CREDIT LYONNAIS

By:            VALERIE REYNIER (AS ATTORNEY)



CREDIT SUISSE

By:            VALERIE REYNIER (AS ATTORNEY)


                                      -164-


<PAGE>   168


THE DAI-ICHI KANGYO BANK, LIMITED

By:            VALERIE REYNIER (AS ATTORNEY)



DEXIA PROJECT AND PUBLIC FINANCE INTERNATIONAL BANK

By:            VALERIE REYNIER (AS ATTORNEY)



DG BANK DEUTSCHE GENOSSENSCHAFTSBANK AG

By:            VALERIE REYNIER (AS ATTORNEY)



COOPERTIEVE CENTRALE RAIFFEISEN -- BOERENLEENBANK BA
(TRADING AS RABOBANK INTERNATIONAL)

By:            VALERIE REYNIER (AS ATTORNEY)



DLJ CAPITAL FUNDING, INC.

By:            VALERIE REYNIER (AS ATTORNEY)



MEESPIERSON N.V.

By:            VALERIE REYNIER (AS ATTORNEY)



SCOTIABANK EUROPE PLC

By:            VALERIE REYNIER (AS ATTORNEY)



LEAD MANAGER

THE FUJI BANK, LIMITED

By:            VALERIE REYNIER (AS ATTORNEY)


                                      -165-