NON-BINDING TERM SHEET



 



Exhibit 10.32







 


NTL



NON-BINDING TERM SHEET FOR PLAN OF REORGANIZATION




	 	 	 	 	 	 	 
	 	 	
 
	 	April 16, 2002
	 	 



         This non-binding term sheet describes certain of the principal terms and
conditions of the proposed restructuring of the outstanding indebtedness,
preferred stock and common stock of NTL Incorporated (“NTL”), NTL (Delaware),
Inc. (“Delaware”), NTL Communications Corp. (“NCC”), and Diamond Cable
Communications Limited (“Diamond Cable”), pursuant to a plan of reorganization
(the “Plan”) under chapter 11 of title 11 of the United States Code (the
“Bankruptcy Code”). The holders of the outstanding notes of NTL, Delaware, NCC
and Diamond Cable (the “Companies”) described herein (the “Notes”), and the
preferred stock of NTL described herein (the “Preferred Stock”), shall be
referred to in this non-binding term sheet as the “Claimants”. With respect to
Diamond Cable, a scheme of arrangement in the United Kingdom under Section 425
of the UK Companies Act 1985 may be utilized. It is not the intent to include
any direct or indirect foreign subsidiaries (“Non-Filing Subsidiaries”) (other
than Diamond Cable and Diamond Holdings Limited (“Diamond Holdings”)) in the
Plan. In connection with the Plan, Diamond Cable and Diamond Holdings may file
concurrent administration proceedings in the United Kingdom. The Chapter 11
filings for the Companies will be made in the Southern District of New York.


         This non-binding term sheet is not an offer with respect to any securities
or a solicitation of acceptances of the Plan. Such a solicitation will only be
made in compliance with applicable provisions of the securities laws and the
Bankruptcy Code.



	 	 	 	 	 
	Creation of New NTL and Euroco:	 	The Plan will provide for two surviving parent entities:
	
	
	
	

	 	 	
X
	 	a Delaware* corporation (“New NTL”), which (i) will issue common stock
and warrants, (ii) initially will have no material consolidated
indebtedness (other than the Senior Facility, Working Capital
Facility, Diamond Holdings notes, NTL (Triangle) LLC (“Triangle”)
notes, the Exit Facility (as defined herein) and certain intercompany
indebtedness), and (iii) will hold the UK/Ireland operations of NTL
(Triangle and Diamond Holdings will remain in existence as
subsidiaries of New NTL)**; and
	
	
	
	

	 	 	
X
	 	a Delaware* corporation (“Euroco”), which will issue



 







 




	 	 	 	 	 
	
	
	
	

	 	 	 	 	common stock and
preferred stock and will hold interests in Cablecom, B2, eKabel and
miscellaneous assets described on Annex A.***
	 
	
	
	
	


	Authorized Capital Stock of
New NTL and Euroco****:	 	The Plan and organizational documents of New NTL and Euroco, respectively, will
provide for initial authorized capital stock of 600 million shares of common
stock and 5 million shares of “blank check” preferred stock of New NTL and 60
million shares of common stock and one million shares of preferred stock of
Euroco (including the Euroco Preferred Stock). The Plan assumes issuance at
consummation of (i) 200,000,000 shares of New NTL Common Stock (excluding shares
issued in the Equity Rights Offering (as defined below) and the Delaware Notes
Rights Offering (as defined below)), (ii) warrants for 35,000,000 additional
shares of New NTL Common Stock (excluding warrants issued in the Equity Rights
Offering), (iii) 20,000,000 shares of Euroco Common Stock and (iv) shares of
Euroco Preferred Stock with an aggregate liquidation preference ($1,000 per
share) as calculated on Annex B.
	
	
	
	


	 
	Equity Rights Offering:	 	The holders of NTL Preferred Stock and NTL Common Stock (on a split of 8.548%,
64.016% and 27.436% to the Senior Preferred Stock, Junior Preferred Stock and NTL
Common Stock, respectively) will receive rights (the “Equity Rights”) to acquire
15,000,000 shares of the New NTL Common Stock at a price per share reflecting a
$10.5 billion total enterprise value of New NTL (the “Equity Rights Offering
Price”). Each share of Common Stock of New NTL acquired in the Equity Rights
Offering will be accompanied by a Series A Warrant (maximum issuance of warrants
representing approximately 15,000,000 shares of the New NTL Common Stock, which
will have a strike price which assumes 162.5% NCC and Diamond Cable Notes
Recovery (as defined below). The Equity Rights will be exercisable for a 15-day
period after confirmation of the Plan.**** The Equity Rights will be offered pro
rata but will be exercisable on an oversubscription basis by the
holders (i.e.,
other rights holders can subscribe to shares underlying unexercised rights). The
Equity Rights will not be exercisable by “strategic parties” (the definition of
which shall be mutually agreed).



3







 




	 	 	 	 	 
	
	
	
	

	Delaware Notes Rights Offering:	 	Holders of Delaware Notes (as defined below) will receive the right (the
“Delaware Notes Rights”) to acquire during the 15 day period after confirmation
(i) shares of New NTL Common Stock, at a price per share reflecting a $10.5
billion total enterprise value of New NTL, utilizing up to 100% of the
Delaware/Inc. Cash Amount (as defined below), and (ii) any shares of New NTL
Common Stock not subscribed to in the Equity Rights Offering, at the Equity
Rights Offering Price.
	 
	France Telecom (“FT”):	 	FT will waive (i) any right to consideration for any Delaware Notes held by it or
its affiliates (which represents in the aggregate at least $232 million principal
amount of the Delaware Notes) and (ii) the right to receive any interest in
Euroco.
	 
	DIP/New NTL Exit Facility:	 	See Annex C.
	 
	Euroco Available Cash:	 	Pursuant to the Plan, Euroco will have not less than the amount of cash set forth
on Annex D.
	 
	Euroco:	 	On the Effective Date, FT will pay $25 million cash for the benefit of Euroco in
a form to be mutually agreed.
	 
	Absence of Further Dilution:	 	Except as set forth herein, there will be no other equity securities or
instruments convertible or exercisable for equity securities of New NTL or Euroco
outstanding or committed to be issued as of the Effective Date.








	*	 	Consideration of tax and other related issues will be given to determine
whether there is a more desirable jurisdiction of incorporation.
	
	
	
	

	**	 	As Triangle and Diamond Holdings will remain as separate entities, issues
of cost allocations and transactions with affiliates covenants need to be
resolved.
	
	
	
	

	***	 	Change-in-control/transfer/right of first and last refusal/tag-along and
drag-along issues exist and may impact final structure.
	
	
	
	

	****	 	Depending on the timing, an exemption under Section 1145 of the
Bankruptcy Code from registration may be available.


4







 




Structure Upon Consummation (not a full legal structure
chart)






2






 





Summary Treatment of Claims and Interests




	 	 	 	 	 	 	 
	 	 	Equity Consideration	 	Equity Consideration	 	Other
	Claimant	 	in New NTL	 	in Euroco	 	Consideration
	Senior Facility	 	
None
	 	None
	 	Reinstatement*
	
	
	
	

	Working Capital Facility	 	
None
	 	None
	 	Reinstatement*
	
	
	
	

	Cablecom Facility	 	
None
	 	None
	 	Reinstatement*
	
	
	
	

	Diamond Holdings Notes	 	
None
	 	None
	 	Reinstatement*
	
	
	
	

	Triangle Notes	 	
None
	 	None
	 	Reinstatement*
	
	
	
	

	NCC Senior and Subordinated

Notes and Diamond Cable Notes
(“NCC and Diamond Cable Notes”)	 	
100% of Common Stock**
	 	***
	 	Portion of

Delaware/Inc.

Cash Amount

(to NCC Notes only)
	
	
	
	

	Delaware Notes (5 3/4% due 2009
and 5 3/4% due 2011 and claims of
NCC 7% due 2008 and NCC 6 3/4%
due 2008 Notes) (“Delaware
Notes”)	 	
**
	 	17,301,231 shares of

Common Stock*** and

shares of Euroco

Preferred Stock
	 	Portion of

Delaware/Inc. Cash

Amount****

Contingent right to

exercise Equity

Rights not exercised

during Equity Rights

Offering. Right to

purchase shares of

New NTL Common Stock

in the Delaware Notes

Rights Offering.
	
	
	
	

	13% Senior Preferred Stock	 	
Series A Warrants*****
representing 2,991,789 shares.
Eligibility to participate in
the Equity Rights Offering for
1,282,195 shares of New NTL
Common Stock
	 	641,098 shares of Common

Stock
	 	None
	
	
	
	

	FT Preferred Stock	 	
Series A Warrants
representing 22,405,748
shares. Eligibility to
participate in the Equity
Rights Offering for 9,602,463
shares of New NTL Common Stock
	 	None
	 	27% interest in Noos

transferred to France

Telecom
	
	
	
	

	NTL Common Stock	 	
Series A Warrants representing
9,602,463 shares. Eligibility
to participate in the Equity
Rights Offering for 4,115,342
shares of New NTL Common Stock
	 	2,057,671 shares of

Common Stock
	 	None








6







 





	*	 	Will be unimpaired and reinstated.
	
	
	
	

	**	 	A portion of the New NTL Common Stock has been allocated to the Delaware
Notes.
	
	
	
	

	***	 	Approximately 281,142 shares of Euroco Common Stock are allocable to the
NCC Notes. The Plan will provide a mechanism to provide such value to the
NCC Notes without providing for an actual distribution of shares of Euroco
Common Stock to them. A portion of the Euroco Preferred Stock has been
allocated to the NCC Notes. The total number of shares of Euroco
Preferred Stock set forth herein is based on an assumed Aggregate
Liquidation Preference (see Annex B) of $375 million, and is subject to
adjustment based on actual Aggregate Liquidation Preference.
	
	
	
	

	****	 	The Delaware/Inc. Cash Amount will be determined as set forth on Annex E.
The Delaware/Inc. Cash Amount will be allocated between the Delaware Cash
Amount and the NTL Cash Amount by the Steering Committee. All or a
portion of the Delaware/Inc. Cash Amount may be invested in shares of New
NTL Common Stock (priced at an enterprise value of $10.5 billion) during
the Delaware Notes Rights Offering.
	
	
	
	

	*****	 	The terms of the warrants to purchase shares of New NTL Common Stock are
set forth on Annex F attached hereto. Strike price assumes 162.5% NCC and
Diamond Cable Notes recovery.



Illustrative Examples of

Equity Issuances and Recovery



      Example Calculation of Warrants and Rights:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Senior Pfd.	 	Junior Pfd.	 	Common
	 	 	 	 	 	 	
	 	
	 	

	Primary Shares Outstanding to Bondholders
	 	 	200,000,000	 	 	 	–	 	 	 	–	 	 	 	–	 
	
	
	
	

	Rights (maximum)*
	 	 	15,000,000	 	 	 	1,282,195	 	 	 	9,602,463	 	 	 	4,115,342	 
	
	
	
	

	Rights Warrants (maximum)*
	 	 	15,000,000	 	 	 	1,282,195	 	 	 	9,602,463	 	 	 	4,115,342	 
	
	
	
	

	Initial Warrants
	 	 	35,000,000	 	 	 	2,991,789	 	 	 	22,405,748	 	 	 	9,602,463	 
	 
	 	 	
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Fully Diluted Shares
	 	 	265,000,000	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	
	 	 	 	 	 	 	 	 	 	 	 	 	 








	*	 	Subject to reallocation on oversubscription basis.


Calculation of 162.5% of NCC and Diamond Cable Notes Recovery:

(US$ in millions, except per share value)




	 	 	 	 	 	 	 
	 	 	 	 	Accreted Value at April 29, 2002*
	 	 	 	 	

	 	 	Diamond Cable Notes:
	 	 	 	 
	
	
	
	

	 	13.25% Senior Discount Notes
	 	$	288.1	 
	
	
	
	

	 	11.75% Senior Discount Notes
	 	 	554.2	 
	
	
	
	

	 	10.75% Senior Discount Notes
	 	 	429.8	 
	 
	 	 	 	 	

	 	Total Accreted Value of Diamond Cable Notes
	 	$	1,272.1	 



7







 




	 	 	 	 	 	 	 
	 	 	 	 	Accreted Value at April 29, 2002*
	 	 	 	 	

	
	
	
	

	 	 	NCC Notes:
	 	 	 	 
	
	
	
	

	 	 	Senior
	 	 	 	 
	
	
	
	

	 	12.75% Senior Deferred Coupon
	 	 	297	 
	
	
	
	

	 	11.5% Senior Deferred Coupon
	 	 	1,080	 
	
	
	
	

	 	10.0% Senior Notes
	 	 	408	 
	
	
	
	

	 	9.25% Senior Euro Notes
	 	 	248	 
	
	
	
	

	 	12.375% Senior Euro Notes
	 	 	294	 
	
	
	
	

	 	9.75% Senior Deferred Coupon Notes
	 	 	1,191	 
	
	
	
	

	 	9.5% Senior Sterling Notes
	 	 	189	 
	
	
	
	

	 	10.75% Senior Deferred Coupon Sterling Notes
	 	 	389	 
	
	
	
	

	 	11.5% Senior Notes
	 	 	667	 
	
	
	
	

	 	12.375% Senior Deferred Coupon Notes
	 	 	380	 
	
	
	
	

	 	9.75% Senior Deferred Coupon Sterling Notes
	 	 	392	 
	
	
	
	

	 	9.875% Senior Euro Notes
	 	 	347	 
	
	
	
	

	 	11.5% Senior Deferred Coupon Euro Notes
	 	 	150	 
	
	
	
	

	 	11.875% Senior Notes
	 	 	534	 
	
	
	
	

	 	6.75% Senior Convertible
	 	 	1,185	 
	
	
	
	

	 	 	Sub. Notes
	 	 	 	 
	
	
	
	

	 	7.0% Convertible Sub. Notes
	 	 	503	 
	 
	 	 	
	 
	 	Total Accreted Value of NCC Notes
	 	$	8,253	 
	 
	 	 	
	 
	100% Recovery to NCC and Diamond Cable Notes
	 	$	9,525	 
	
	
	
	

	162.5% Recovery to NCC and Diamond Cable Notes
	 	$	15,478	 
	
	
	
	

	Per Share Strike Price for Warrants at 162.5% Recovery to NCC and Diamond Cable Notes
	 	$	77.39	 








	*	 	Exchange Rates: 1¥ = $0.95; 1£ = $1.4308. Subject to adjustment to reflect
changes in exchange rates.


Junior Preferred Stock (approximate accreted amounts as of April 29, 2002)




	 	 	 	 	 	 
	 	 	 	(in thousands)
	5% Series A
	 	$	855,662	 
	
	
	
	

	5% Series B
	 	 	2,194,022	 
	
	
	
	

	Cumulative Series A
	 	 	2,057,862	 
	
	
	
	

	6.5% Fixed
	 	 	129,651	 
	
	
	
	

	Variable Coupon
	 	 	501,158	 
	 
	 	 	
	 
	 	Total
	 	$	5,738,355	 
	 
	 	 	
	 



Senior Preferred Stock (approximate accreted amount as of April 29, 2002)



8







 






	 	 	 	 	 	 	 	 	 
	 	 	
13% Senior Redeemable Exchangeable
	 	$	194,856,887
	 	 	 



         This term sheet is predicated on, among other things, agreement to the
terms of the Companies’ restructuring between and among the holders of NTL’s
existing Senior Preferred Stock, Junior Preferred Stock, and Common Stock
(collectively, the “Junior Stakeholders”) and the holders of Notes. The
holders of Notes are legally entitled to receive 100% of the Companies’
enterprise value. Accordingly, absent the willingness of the holders of Notes
to provide value to each class of Junior Stakeholders as contemplated herein,
no class of Junior Stakeholders would receive any distribution under the Plan
on account of its equity interest in NTL. However, in order to, among other
things, avoid delay in consummation of the Companies’ restructuring, the
holders of Notes have agreed to provide to each class of Junior Stakeholders,
in exchange for their acquiescence to the transactions contemplated herein, a
portion of the Companies’ enterprise value that such holders of Notes otherwise
are entitled to receive. Accordingly, the Plan will provide that if and to the
extent that a class of Junior Stakeholders entitled to vote on the Plan fails
to accept the Plan, then no member of such rejecting class will be entitled to
any distribution under the Plan on account of its equity interest in NTL and
the consideration otherwise distributable to the members of such class will be
retained by the holders of Notes.



9









 



Specific Note Series Recovery



Diamond Holdings

Notes Recovery



	 	 	 
	10% Senior Notes

due 2008:	 	
These Senior Notes will be unimpaired and reinstated.
	 
	9 1/8% Senior

Notes due 2008:	 	
These Senior Notes will be unimpaired and reinstated.
	 
	Triangle Notes Recovery	 	 
	 
	11.20% Senior
Discount Debentures
due 2007:	 	
These Senior Debentures will be unimpaired and reinstated.
	 
	NCC Senior

Notes Recovery	 	 
	 
	(pro rata shares
based on accreted
or principal amount
and unpaid accrued
interest, as
applicable)	 	 
	 
	12 3/4% Senior

Deferred Coupon

Notes due 2005:	 	
On or as soon as practicable after the effective date of
the Plan (the “Effective Date”), in full satisfaction,
settlement, release and discharge of its claims
thereunder, each holder of NCC’s 12 3/4% Senior Deferred
Coupon Notes due 2005 (the “12 3/4% Senior Deferred
Coupon Notes”) will
receive its pro rata share of (i)
6,342,131 shares of new Common Stock of New NTL (subject
to dilution on account of options issued pursuant to a
New NTL Management Incentive Plan and other issuances of
Common Stock of New NTL as contemplated by this
non-binding term sheet), (ii) 146 shares of new Preferred
Stock of Euroco, (iii) 0.028% of the Delaware Cash Amount
and (iv) 0.192% of the NTL Cash Amount. Holders of
12 3/4% Senior Deferred Coupon Notes are impaired and
entitled to vote on the Plan.



10







 




	 	 	 
	 
	11 1/2% Senior

Deferred Coupon

Notes due 2006:	 	
On or as soon as practicable after the Effective Date, in
full satisfaction, settlement, release and discharge of
its claims thereunder, each holder of NCC’s 11 1/2%
Senior Deferred Coupon Notes due 2006 (the “11 1/2%
Senior Deferred Coupon Notes”) will
receive its pro rata
share of (i) 23,060,735 shares of new Common Stock of New
NTL (subject to dilution on account of options issued
pursuant to a New NTL Management Incentive Plan and other
issuances of Common Stock of New NTL as contemplated by
this non-binding term sheet), (ii) 529 shares of new
Preferred Stock of Euroco, (iii) 0.101% of the Delaware
Cash Amount and (iv) 0.699% of the NTL Cash Amount.
Holders of 11 1/2% Senior Deferred Coupon Notes are
impaired and entitled to vote on the Plan.
	 
	10% Senior Notes

due 2007:	 	
On or as soon as practicable after the Effective Date, in
full satisfaction, settlement, release and discharge of
its claims thereunder, each holder of NCC’s 10% Senior
Notes due 2007 (the “10% Senior Notes”) will receive its
pro rata share of (i) 8,720,481 shares of new Common
Stock of New NTL (subject to dilution on account of
options issued pursuant to a New NTL Management Incentive
Plan and other issuances of Common Stock of New NTL as
contemplated by this non-binding term sheet), (ii) 200
shares of new Preferred Stock of Euroco, (iii) 0.038% of
the Delaware Cash Amount and (iv) 0.265% of the NTL Cash
Amount. Holders of 10% Senior Notes are impaired and
entitled to vote on the Plan.
	 
	9 3/4% Senior

Deferred Coupon

Notes due 2008:	 	
On or as soon as practicable after the Effective Date, in
full satisfaction, settlement, release and discharge of
its claims thereunder, each holder of NCC’s 9 3/4%
Senior Deferred Coupon Notes due 2008 (the “9 3/4%
Senior Deferred Coupon Notes”) will receive its pro rata
share of (i) 25,435,894 shares of new Common Stock of New
NTL (subject to dilution on account of options issued
pursuant to a New NTL Management Incentive Plan and other
issuances of Common Stock of New NTL as contemplated by
this non-binding term sheet), (ii) 584 shares of new
Preferred Stock of Euroco, (iii) 0.112% of the Delaware
Cash Amount and (iv) 0.772% of the NTL Cash Amount.
Holders of 9 3/4% Senior Deferred Coupon Notes are
impaired and entitled to vote on the Plan.
	 
	10 3/4% Senior

Deferred Coupon

Notes due 2008:	 	
On or as soon as practicable after the Effective Date, in
full satisfaction, settlement, release and discharge of
its claims thereunder, each holder of NCC’s 10 3/4%
Senior Deferred Coupon Notes due 2008 (the “10 3/4%
Senior Deferred Coupon Notes”) will receive its pro rata
share of (i) 8,320,244 shares of new Common Stock of New
NTL (subject to dilution on account of options issued
pursuant to a New NTL Management Incentive Plan and other
issuances of Common Stock of New NTL as contemplated by
this non-binding term sheet), (ii) 191 shares of new
Preferred Stock of
Euroco, (iii) 0.037% of the Delaware
Cash Amount and (iv) 0.252% of the NTL Cash Amount.
Holders of 10 3/4% Senior Deferred Coupon Notes are
impaired and entitled to vote on the Plan.



11







 




	 	 	 
	 
	9 1/2% Senior

Notes due 2008:	 	
On or as soon as practicable after the Effective Date, in
full satisfaction, settlement, release and discharge of
its claims thereunder, each holder of NCC’s 9 1/2%
Senior Notes due 2008 (the “9 1/2% Senior Notes”) will
receive its pro rata share of (i) 4,030,059 shares of new
Common Stock of New NTL (subject to dilution on account
of options issued pursuant to a New NTL Management
Incentive Plan and other issuances of Common Stock of New
NTL as contemplated by this non-binding term sheet), (ii)
92 shares of new Preferred Stock of Euroco, (iii) 0.018%
of the Delaware Cash Amount and (iv) 0.122% of the NTL
Cash Amount. Holders of 9 1/2% Senior Notes are
impaired and entitled to vote on the Plan.
	 
	11 1/2% Senior

Notes due 2008:	 	
On or as soon as practicable after the Effective Date, in
full satisfaction, settlement, release and discharge of
its claims thereunder, each holder of NCC’s 11 1/2%
Senior Notes due 2008 (the “11 1/2% Senior Notes”) will
receive its pro rata share of (i) 14,238,428 shares of
new Common Stock of New NTL (subject to dilution on
account of options issued pursuant to a New NTL
Management Incentive Plan and other issuances of Common
Stock of New NTL as contemplated by this non-binding term
sheet), (ii) 327 shares of new Preferred Stock of Euroco,
(iii) 0.062% of the Delaware Cash Amount and (iv) 0.432%
of the NTL Cash Amount. Holders of 11 1/2% Senior Notes
are impaired and entitled to vote on the Plan.
	 
	12 3/8% Senior

Deferred Coupon

Notes due 2008:	 	
On or as soon as practicable after the Effective Date, in
full satisfaction, settlement, release and discharge of
its claims thereunder, each holder of NCC’s 12 3/8%
Senior Deferred Coupon Notes due 2008 (the “12 3/8%
Senior Deferred Coupon Notes”) will receive its pro rata
share of (i) 8,108,101 shares of new Common Stock of New
NTL (subject to dilution on account of options issued
pursuant to a New NTL Management Incentive Plan and other
issuances of Common Stock of New NTL as contemplated by
this non-binding term sheet), (ii) 186 shares of new
Preferred Stock of Euroco, (iii) 0.036% of the Delaware
Cash Amount and (iv) 0.246% of the NTL Cash Amount.
Holders of 12 3/8% Senior Deferred Coupon Notes are
impaired and entitled to vote on the Plan.



12







 




	 	 	 
	 
	9 3/4% Senior

Deferred Coupon

Notes due 2009:	 	
On or as soon as practicable after the Effective Date, in
full
satisfaction, settlement, release and discharge of
its claims thereunder, each holder of NCC’s 9 3/4%
Senior Deferred Coupon Notes due 2009 (the “9 3/4%
Senior Deferred Coupon Notes”) will receive its pro rata
share (i) of 8,368,530 shares of new Common Stock of New
NTL (subject to dilution on account of options issued
pursuant to a New NTL Management Incentive Plan and other
issuances of Common Stock of New NTL as contemplated by
this non-binding term sheet), (ii) 192 shares of new
Preferred Stock of Euroco, (iii) 0.037% of the Delaware
Cash Amount and (iv) 0.254% of the NTL Cash Amount.
Holders of 9 3/4% Senior Deferred Coupon Notes are
impaired and entitled to vote on the Plan.
	 
	9 1/4% Senior

Notes due 2006:	 	
On or as soon as practicable after the Effective Date, in
full satisfaction, settlement, release and discharge of
its claims thereunder, each holder of NCC’s 9 1/4%
Senior Notes due 2006 (the “9 1/4% Senior Notes”) will
receive its pro rata share of (i) 5,287,289 shares of new
Common Stock of New NTL (subject to dilution on account
of options issued pursuant to a New NTL Management
Incentive Plan and other issuances of Common Stock of New
NTL as contemplated by this non-binding term sheet), (ii)
121 shares of new Preferred Stock of Euroco, (iii) 0.023%
of the Delaware Cash Amount and (iv) 0.160% of the NTL
Cash Amount. Holders of 9 1/4% Senior Notes are
impaired and entitled to vote on the Plan.
	 
	9 7/8% Senior

Notes due 2009:	 	
On or as soon as practicable after the Effective Date, in
full satisfaction, settlement, release and discharge of
its claims thereunder, each holder of NCC’s 9 7/8%
Senior Notes due 2009 (the “9 7/8% Senior Notes”) will
receive its pro rata share of (i) 7,422,428 shares of new
Common Stock of New NTL (subject to dilution on account
of options issued pursuant to a New NTL Management
Incentive Plan and other issuances of Common Stock of New
NTL as contemplated by this non-binding term sheet), (ii)
170 shares of new Preferred Stock of Euroco, (iii) 0.033%
of the Delaware Cash Amount and (iv) 0.225% of the NTL
Cash Amount. Holders of 9 7/8% Senior Notes are
impaired and entitled to vote on the Plan.



13







 




	 	 	 
	 
	11 1/2% Senior

Deferred Coupon

Notes due 2009:	 	
On or as soon as practicable after the Effective Date, in
full satisfaction, settlement, release and discharge of
its claims thereunder, each holder of NCC’s 11 1/2%
Senior Deferred Coupon Notes due 2009 (the “11 1/2%
Senior Deferred Coupon Notes”) will receive its pro rata
share of (i) 3,206,850 shares of new Common Stock of New
NTL (subject to dilution on account of options issued
pursuant to a New NTL Management Incentive Plan and other
issuances of Common Stock of New NTL as contemplated by
this non-binding term sheet), (ii) 74 shares of new
Preferred Stock of Euroco, (iii) 0.014% of the Delaware
Cash Amount and (iv) 0.097% of the NTL Cash Amount.
Holders of 11 1/2% Senior Deferred Coupon Notes are
impaired and entitled to vote on the Plan.
	 
	11 7/8% Senior

Notes due 2010:	 	
On or as soon as practicable after the Effective Date, in
full satisfaction, settlement, release and discharge of
its claims thereunder, each holder of NCC’s 11 7/8%
Senior Notes due 2010 (the “11 7/8% Senior Notes”) will
receive its pro rata share of (i) 11,413,885 shares of
new Common Stock of New NTL (subject to dilution on
account of options issued pursuant to a New NTL
Management Incentive Plan and other issuances of Common
Stock of New NTL as contemplated by this non-binding term
sheet), (ii) 262 shares of new Preferred Stock of Euroco,
(iii) 0.050% of the Delaware Cash Amount and (iv) 0.346%
of the NTL Cash Amount. Holders of 11 7/8% Senior Notes
are impaired and entitled to vote on the Plan.
	 
	12 3/8% Senior

Notes due 2008:	 	
On or as soon as practicable after the Effective Date, in
full satisfaction, settlement, release and discharge of
its claims thereunder, each holder of NCC’s 12 3/8%
Senior Notes due 2008 (the “12 3/8% Senior Notes”) will
receive its pro rata share of (i) 6,272,364 shares of
new Common Stock of New NTL (subject to dilution on
account of options issued pursuant to a New NTL
Management Incentive Plan and other issuances of Common
Stock of New NTL as contemplated by this non-binding term
sheet), (ii) 144 shares of new Preferred Stock of Euroco,
(iii) 0.028% of the Delaware Cash Amount and (iv) 0.190%
of the NTL Cash Amount. Holders of 12 3/8% Senior Notes
are impaired and entitled to vote on the Plan.



NCC Senior Notes

(also subordinated debt of NTL)



	 	 	 
	6 3/4% Convertible

Senior Notes due

2008:	 	
On or as soon as practicable after the Effective Date, in
full satisfaction, settlement, release and discharge of
its claims thereunder, each holder of the 6 3/4%
Convertible Senior Notes due 2008, which were co-issued
by NCC and NTL (the “6 3/4% Convertible Senior Notes”)
will receive its pro rata share of 25,864,741 shares of
new Common Stock of New NTL (subject to dilution on
account of options issued pursuant to a New NTL
Management Incentive Plan and other issuances of Common
Stock of New NTL as contemplated by this non-binding term
sheet), (ii) 2,725,994 shares of new Common Stock of
Euroco (subject to dilution on account of options issued
pursuant to a Euroco Management Incentive Plan as
contemplated by this non-binding term sheet), (iii)
31,196 shares of new Preferred Stock of Euroco, (iv)
5.967% of the Delaware Cash Amount and (v) 41.241% of the
NTL Cash Amount. Holders of 6 3/4% Convertible Senior
Notes are impaired and entitled to vote on the Plan.



14







 




NCC, Delaware and NTL (as co-obligors)

Subordinated Notes Recovery



	 	 	 
	7% Convertible
Subordinated Notes due 2008:	 	
On or as soon as practicable after
the Effective Date, in full
satisfaction, settlement, release
and discharge of its claims
thereunder, each holder of the 7%
Convertible Subordinated Notes due
2008, which are a co-obligation of
NCC, Delaware and NTL (the “7%
Convertible Subordinated Notes”)
will receive its pro rata share of
(i) 4,362,144 shares of new Common
Stock of New NTL (subject to
dilution on account of options
issued pursuant to a New NTL
Management Incentive Plan and other
issuances of Common Stock of New NTL
as contemplated by this non-binding
term sheet), (ii) 4,512,867 shares
of new Common Stock of Euroco
(subject to dilution on account of
options issued pursuant to a Euroco
Management Incentive Plan as
contemplated by this non-binding
term sheet), (iii) 107,472 shares of
new Preferred Stock of Euroco, (iv)
29.474% of the Delaware Cash Amount
and (v) 17.260% of the NTL Cash
Amount. Holders of 7% Convertible
Subordinated Notes are impaired and
entitled to vote on the Plan.
	 
	Delaware and NTL (as co-obligors)
Subordinated Notes Recovery	 	 
	 
	5 3/4% Convertible Subordinated

Notes due 2009:	 	
On or as soon as practicable after
the Effective Date, in full
satisfaction, settlement, release
and discharge of its claims
thereunder, each holder of the
5 3/4% Convertible Subordinated
Notes due 2009, which are a
co-obligation of Delaware and NTL
(the “5 3/4% Convertible
Subordinated Notes due 2009”), will
receive its pro rata share of (i)
2,106,907 shares of new Common Stock
of New NTL (subject to dilution on
account of options issued pursuant
to a new NTL Management Incentive
Plan and other issuances of Common
Stock of New NTL as contemplated by
this non-binding term sheet), (ii)
8,865,382 shares of new Common Stock
of Euroco (subject to dilution on
account of options issued pursuant
to a Euroco Management Incentive
Plan), (iii) 57.956% of the Delaware
Cash Amount, (iv) 33.759% of the NTL
Cash Amount and (v) 211,287 shares
of new Preferred Stock of Euroco.
Holders of 5 3/4% Convertible
Subordinated Notes due 2009 are
impaired and entitled to vote on the
Plan.



15







 




	 	 	 
	 
	5 3/4% Convertible Subordinated

Notes due 2011:	 	
On or as soon as practicable after
the Effective Date, in full
satisfaction, settlement, release
and discharge of its claims
thereunder, each holder (other than
FT) of the 5 3/4% Convertible
Subordinated Notes due 2011, which
were co-issued by Delaware and NTL
(the “5 3/4% Convertible
Subordinated Notes 2011”), will
receive its pro rata share of (i)
217,656 shares of new Common Stock
of New NTL (subject to dilution on
account of options issued pursuant
to a new NTL Management Incentive
Plan and other issuances of Common
Stock of New NTL as contemplated by
this non-binding term sheet), (ii)
915,845 shares of new Common Stock
of Euroco (subject to dilution on
account of options issued pursuant
to a Euroco Management Incentive
Plan), (iii) 5.987% of the Delaware
Cash Amount, (iv) 3.487% of the NTL
Cash Amount and (v) 21,827 shares of
new Preferred Stock of Euroco.
Holders of 5 3/4% Convertible
Subordinated Notes due 2011 are
impaired and entitled to vote on the
Plan.
	 
	Diamond Cable

Notes Recovery	 	 
	 
	13 1/4% Senior Discount Notes due

2004:	 	
On or as soon as practicable after
the Effective Date, in full
satisfaction, settlement, release
and discharge of its claims
thereunder, each holder of Diamond
Cable’s 13 1/4% Senior Discount
Notes due 2004 (the “13 1/4% Senior
Discount Notes”) will receive its
pro rata share of 6,165,566 shares
of new Common Stock of New NTL
(subject to dilution on account of
options issued pursuant to a New NTL
Management Incentive Plan and other
issuances of Common Stock of New NTL
as contemplated by this non-binding
term sheet). Holders of 13 1/4%
Senior Discount Notes are impaired
and entitled to vote on the Plan.
	 
	11 3/4% Senior Discount Notes due

2005:	 	
On or as soon as practicable after
the Effective Date, in full
satisfaction, settlement, release
and discharge of its claims
thereunder, each holder of Diamond
Cable’s 11 3/4% Senior Discount
Notes due 2005 (the “11 3/4% Senior
Discount Notes”) will receive its
pro rata share of 11,859,055 shares
of new Common Stock of New NTL
(subject to dilution on account of
options issued pursuant to a New NTL
Management Incentive Plan and other
issuances of Common Stock of New NTL
as contemplated by this non-binding
term sheet). Holders of 11 3/4%
Senior Discount Notes are impaired
and entitled to vote on the Plan.



16







 




	 	 	 
	 
	10 3/4% Senior Discount Notes due

2007:	 	
On or as soon as practicable after
the Effective Date, in full
satisfaction, settlement, release
and discharge of its claims
thereunder, each holder of Diamond
Cable’s 10 3/4% Senior Discount
Notes due 2007 (the “10 3/4% Senior
Discount Notes”) will receive its
pro rata share of 9,196,510 shares
of new Common Stock of New NTL
(subject to dilution on account of
options issued pursuant to a New NTL
Management Incentive Plan and other
issuances of Common Stock of New NTL
as contemplated by this non-binding
term sheet). Holders of 10 3/4%
Senior Discount Notes are impaired
and entitled to vote on the Plan.



NTL Preferred

Stock Recovery



Senior Preferred

Stock Recovery



	 	 	 
	13% Senior Redeemable Exchangeable
Preferred Stock and 13% Series B
Senior Redeemable Exchangeable
Preferred Stock:	 	
On or as soon as practicable after
the Effective Date, in full
satisfaction, settlement, release
and discharge of its interests
represented thereby, each holder of
NTL’s 13% Senior Redeemable
Exchangeable Preferred Stock and 13%
Series B Senior Redeemable
Exchangeable Preferred Stock (the
“13% Preferred Stock”) will receive
its pro rata share of (i) 2,991,789
warrants for shares of Common Stock
of New NTL with the principal terms
of such warrants set forth in Annex
F attached hereto (subject to
dilution on account of options
issued pursuant to a New NTL
Management Incentive Plan and other
issuances of Common Stock of New NTL
as contemplated by this non-binding
term sheet), (ii) 1,282,195 rights
to purchase shares of Common Stock
of New NTL, which upon exercise of a
Right for a share of Common Stock of
New NTL will also entitle such
holder to receive a warrant to
purchase a share of Common Stock of
New NTL with the principal terms of
such warrants set forth in Annex F
attached hereto (subject to dilution
on account of options issued
pursuant to a New NTL Management
Incentive Plan and other issuances
of Common Stock of New NTL as
contemplated by this non-binding
term sheet), and (iii) 641,098
shares of new Common Stock of Euroco
(subject to dilution on account of
options issued pursuant to a Euroco
Management Incentive Plan as
contemplated by this non-binding
term sheet). Holders of 13%
Preferred Stock are impaired and
entitled to vote on the Plan.



17







 




	 	 	 
	 
	Junior Preferred

Stock Recovery	 	 
	 
	5% Cumulative Participating
Convertible Preferred Stock, Series
A (and dividend shares Series C
through Series K):	 	
On or as soon as practicable after
the Effective Date, in full
satisfaction, settlement, release
and discharge of its interests
represented thereby, the holder of
NTL’s 5% Cumulative Participating
Convertible Preferred Stock, Series
A (and dividend shares Series C
through Series K) (the “5% Series A
Preferred Stock”) will receive (i)
3,753,612 warrants for shares of
Common Stock of New NTL with the
principal terms of such warrants set
forth in Annex F attached hereto
(subject to dilution on account of
options issued pursuant to a New NTL
Management Incentive Plan and other
issuances of Common Stock of New NTL
as contemplated by this non-binding
term sheet) and (ii) 1,608,691
rights to purchase shares of Common
Stock of New NTL, which upon
exercise of a Right for a share of
Common Stock of New NTL will also
entitle such holder to receive a
warrant to purchase a share of
Common Stock of New NTL with the
principal terms of such warrants set
forth in Annex F attached hereto
(subject to dilution on account of
options issued pursuant to a New NTL
Management Incentive Plan and other
issuances of Common Stock of New NTL
as contemplated by this non-binding
term sheet). Holders of 5% Series A
Preferred Stock are impaired and
entitled to vote on the Plan.
	 
	5% Cumulative Participating
Convertible Preferred Stock, Series
B (and dividend shares Series B-1
through Series B-6):	 	
On or as soon as practicable after
the Effective Date, in full
satisfaction, settlement, release
and discharge of its interests
represented thereby, the holder of
NTL’s 5% Cumulative Participating
Convertible Preferred Stock, Series
B (and dividend shares Series B-1
through Series B-6) (the “5% Series
B Preferred Stock”) will receive (i)
9,624,722 warrants for shares of
Common Stock of New NTL with the
principal terms of such warrants set
forth in Annex F attached hereto
(subject to dilution on account of
options issued pursuant to a New NTL
Management Incentive Plan and other
issuances of Common Stock of New NTL
as contemplated by this non-binding
term sheet) and (ii) 4,124,881
rights to purchase shares of Common
Stock of New NTL, which upon
exercise of a Right for a share of
Common Stock of New NTL will also
entitle such holder to receive a
warrant to purchase a share of
Common Stock of New NTL with the
principal terms of such warrants set
forth in Annex F attached hereto
(subject to dilution on account of
options issued pursuant to a New NTL
Management Incentive Plan and other
issuances of Common Stock of New NTL
as contemplated by this non-binding
term sheet). Holders of 5% Series B
Preferred Stock are impaired and
entitled to vote on the Plan.



18







 




	 	 	 
	 
	Cumulative Convertible Preferred
Stock, Series A:	 	
On or as soon as practicable after
the Effective Date, in full
satisfaction, settlement, release
and discharge of its interests
represented thereby, the holder of
NTL’s Cumulative Convertible
Preferred Stock, Series A (the
“Cumulative Convertible Preferred
Stock”) will receive (i) 9,027,414
warrants for shares of Common Stock
of New NTL with the principal terms
of such warrants set forth in Annex
F attached hereto (subject to
dilution on account of options
issued pursuant to a New NTL
Management Incentive Plan and other
issuances of Common Stock of New NTL
as contemplated by this non-binding
term sheet) and (ii) 3,868,892
rights to purchase shares of Common
Stock of New NTL, which upon
exercise of a Right for a share of
Common Stock of New NTL will also
entitle such holder to receive a
warrant to purchase a share of
Common Stock of New NTL with the
principal terms of such warrants set
forth in Annex F attached hereto
(subject to dilution on account of
options issued pursuant to a New NTL
Management Incentive Plan and other
issuances of Common Stock of New NTL
as contemplated by this non-binding
term sheet). Holders of Cumulative
Convertible Preferred Stock are
impaired and entitled to vote on the
Plan.
	 
	6.5% Fixed Coupon Redeemable
Preferred Stock, Series A:	 	
On or as soon as practicable after
the Effective Date, in full
satisfaction, settlement, release
and discharge of its interests
represented thereby, the holder of
NTL’s 6.5% Fixed Coupon Redeemable
Preferred Stock, Series A (the
“Fixed Coupon Preferred Stock”) will
receive its 20.553% share of the 27%
Noos interest. Holders of Fixed
Coupon Preferred Stock are impaired
and entitled to vote on the Plan.
	 
	Variable Coupon Redeemable Preferred
Stock, Series A:	 	
On or as soon as practicable after
the Effective Date, in full
satisfaction, settlement, release
and discharge of its interests
represented thereby, the holder of
NTL’s Variable Coupon Redeemable
Preferred Stock, Series A (the
“Variable Coupon Preferred Stock”)
will receive its 79.447% share of
the 27% Noos interest. Holders of
Variable Coupon Preferred Stock are
impaired and entitled to vote on the
Plan.



19







 



NTL Common

Stock Recovery




	 	 	 
	 	 	
On or as soon as practicable after
the Effective Date, in full
satisfaction, settlement, release
and discharge of its interests
represented thereby, each holder of
NTL’s outstanding Common Stock will
receive its pro rata share of (i)
9,602,463 warrants for shares of
Common Stock of New NTL with the
principal terms of such warrants set
forth in Annex F attached hereto
(subject to dilution on account of
options issued pursuant to a New NTL
Management Incentive Plan and other
issuances of Common Stock of New NTL
as contemplated by this non-binding
term sheet), (ii) 4,115,342 rights
to purchase shares of Common Stock
of New NTL, which upon exercise of a
Right for a share of Common Stock of
New NTL will also entitle such
holder to receive a warrant to
purchase a share of Common Stock of
New NTL with the principal terms set
forth in Annex F attached hereto
(subject to dilution on account of
options issued pursuant to a New NTL
Management Incentive Plan and other
issuances of Common Stock of New NTL
as contemplated by this non-binding
term sheet), and (iii) 2,057,671
shares of new Common Stock of Euroco
(subject to dilution on account of
options issued pursuant to a Euroco
Management Incentive Plan as
contemplated by this non-binding
term sheet). Holders of NTL Common
Stock are impaired, deemed to have
rejected the Plan and not entitled
to vote on the Plan. The
outstanding Common Stock of NTL will
be cancelled pursuant to the Plan.
	 
	Administrative, Priority Tax and
Other Priority Claims:	 	
On or as soon as practicable after
the Effective Date, each holder of
an allowed administrative, priority
tax or other priority claim shall
receive cash equal to the full
amount of its allowed claim or
otherwise be left unimpaired and
reinstated, or such other treatment
as to which New NTL or Euroco, as
the case may be, and such holder
agree in writing. Holders of such
claims are unimpaired, deemed to
have accepted the Plan and not
entitled to vote on the Plan.
	 
	Swap Agreements:	 	
To be unimpaired.
	 
	Hedging Agreements:	 	
To be unimpaired.



20







 




	 	 	 
	 
	Inter-Company Indebtedness:
	 	
Indebtedness among the Companies and
claims by Non-Filing Subsidiaries
against the Companies will be as
mutually agreed in the Plan. Claims
by the Companies against Non-Filing
Subsidiaries will be unaffected and
preserved for set-off purposes.

	 
	
Unsecured Trade Creditors:	 	
Under the Plan, unsecured trade
claims will be unimpaired and
reinstated, deemed to have accepted
the Plan and not entitled to vote on
the Plan.
	 
	FT Pledge on Noos Shares:	 	
Pursuant to the Plan and subject to
the occurrence of the Effective
Date, the Shares in Noos held
pursuant to the Share Account Pledge
Agreement, dated May 18, 2001,
between NTL and FT shall be released
to FT, and NTL and FT shall have no
further liability to the other with
respect to Noos, including, without
limitation, with respect to any
contingent payments for transfer of
franchises.
	 
	Leases:	 	
Except as otherwise identified by
the Companies on or before
confirmation of the Plan, New NTL or
Euroco, as the case may be, will
assume existing mortgage and
capitalized lease obligations.
	 
	Existing Rights to Acquire Common
Stock:	 	
Each holder of existing warrants,
options, stock appreciation rights
and any other contractual or other
rights (including preemptive rights)
to acquire or receive Common Stock
or other securities of any of the
Companies will not receive or retain
any property on account of such
interest. Holders of such rights
are impaired, deemed to have
rejected the Plan and not entitled
to vote on the Plan. Any such
rights will be cancelled pursuant to
the Plan.
	 
	Delaware/Inc. Cash Amount:	 	
As determined on Annex E. Holders
of Delaware Notes will receive the
Delaware Notes Rights to acquire,
during the 15 day period after
confirmation, shares of New NTL
Common Stock (at a price per share
reflecting a $10.5 billion total
enterprise value of New NTL)
utilizing up to 100% of the
Delaware/Inc. Cash Amount and the
right to acquire any shares of New
NTL Common Stock not subscribed to
in the Equity Rights Offering, at
the Equity Rights Offering Price.



21







 




	 	 	 
	 
	New NTL Board of Directors:	 	
The New NTL Board of Directors shall
be comprised of nine members which
will be selected by the Steering
Committee of the Unofficial
Committee of Noteholders of
Delaware, NCC, Triangle and Diamond
Cable (the “Steering Committee”),
one of whom will be designated as
Chairman and one of whom will be
designated as Chief Executive
Officer of New NTL.
	 
	Euroco Board of Directors:	 	
The Euroco Board of Directors shall
be comprised of nine members which
will be selected by the Steering
Committee; one of whom will be
designated as Chairman and one of
whom will be designated as Chief
Executive Officer of Euroco.
	 
	Ballots:	 	
As soon as possible and in any event
prior to the filing of the Plan,
each member of the Steering
Committee, which persons in the
aggregate beneficially own (and will
or have delivered to NTL a
representation with respect thereto)
at least a majority in principal
amount of each impaired class of
Notes under the Plan, will deliver
to NTL an executed ballot to vote to
accept the Plan. FT and the holders
of Senior Preferred Stock signatory
hereto will also deliver an executed
ballot to vote to accept the Plan.
	 
	Registration Rights:	 	
New NTL will provide customary
registration rights for resales by
affiliates of shares of Common Stock
of New NTL issued under the Plan or
upon exercise of New NTL warrants.
Euroco will provide customary
registration rights for resales by
affiliates of shares of Common Stock
and Preferred Stock of Euroco issued
under the Plan.
	 
	Employment

Agreements:	 	
New NTL and Euroco will enter into
employment agreements with its
respective key executives on terms
that are satisfactory to the
Steering Committee, New NTL or
Euroco, as the case may be, and such
key executive.
	 
	Management Incentives:	 	
The Plan will provide that on or
after the Effective Date, the
compensation committee of the Board
of Directors of New NTL and Euroco
will each adopt a Management
Incentive Plan under which options
to purchase up to 10% of the issued
and outstanding shares of New NTL
and Euroco Common Stock, at the
Effective Time, respectively, will
be reserved.



22







 




	 	 	 
	 
	Releases and Exculpation:	 	
The Plan will contain provisions
addressing releases substantially as
follows:
	 
	 	 	
Effective as of the confirmation
date (the “Confirmation Date”), but
subject to the occurrence of the
Effective Date, the Companies, New
NTL, Euroco, the Steering Committee,
each holder of Preferred Stock or
Notes, and each of the foregoing’s
respective current or former
officers, directors, subsidiaries,
affiliates, members, managers,
shareholders, partners,
representatives, employees,
attorneys, and agents, or any of
their respective successors and
assigns, and their respective
property, shall be released from any
and all claims, obligations, rights,
causes of action, demands, suits,
proceedings and liabilities which
the Companies, New NTL, Euroco, or
any holder of a claim against or
interest in the Companies, New NTL
or Euroco may be entitled to assert,
whether for tort, fraud, contract,
violations of federal or state
securities laws, or otherwise,
whether known or unknown, foreseen
or unforeseen, existing or hereafter
arising, contingent or
non-contingent, based in whole or in
part upon any act or omission,
transaction, state of facts,
circumstances or other occurrence
taking place on or before the
Confirmation Date in any way
relating to the Companies, New NTL,
Euroco, the issuance, purchase or
sale of the Notes or Preferred
Stock, the Chapter 11 cases or the
Plan; provided, however, that
nothing herein shall release any
person from any claims, obligations,
rights, causes of action, demands,
suits, proceedings or liabilities
based upon any act or omission
arising out of such person’s gross
negligence or willful misconduct.
	 
	 	 	
Effective as of the Confirmation
Date, but subject to the occurrence
of the Effective Date, all holders
of Preferred Stock or Notes shall be
deemed to release, and shall be
permanently enjoined from bringing,
maintaining, facilitating or
assisting any action, demand, suit
or proceeding against the Companies,
New NTL, Euroco, and their
respective current or former
officers, directors, subsidiaries,
affiliates, members, managers,
shareholders, partners,
representatives, employees,
attorneys, and agents, or any of
their respective successors and
assigns, and their respective
property, in respect of any claims,
obligations, rights, causes of
action, demands, suits, proceedings
and liabilities related to, or
arising from, any and all claims or
interests arising under, in
connection with, or related to the
Preferred Stock or the Notes, or the
issuance, purchase, or sale thereof.
	 
	 	 	
The Plan will contain provisions
addressing exculpation and
limitation of liability
substantially as follows:



23







 




	 	 	 
	 
	 	 	
Neither the Companies, New NTL,
Euroco, the Steering Committee, nor
any holder of Preferred Stock or
Notes, or any of their respective
current or former officers,
directors, subsidiaries, affiliates,
members, managers, shareholders,
partners, representatives,
employees, attorneys, and agents, or
any of their respective successors
and assigns, and their respective
property, shall have or incur any
liability to any holder of a claim
or an interest, or any other party
in interest, or any of their
respective officers, directors,
subsidiaries, affiliates, members,
managers, shareholders, partners,
representatives, employees,
attorneys, and agents, or any of
their respective successors and
assigns, and their respective
property, for any act or omission in
connection with, relating to, or
arising out of, the Chapter 11
cases, the solicitation of
acceptances of the Plan, the pursuit
of confirmation of the Plan, the
consummation of the Plan, or the
administration of the Plan or the
property to be distributed under the
Plan, except for their gross
negligence or willful misconduct,
and in all respects shall be
entitled to reasonably rely upon the
advice of counsel with respect to
their duties and responsibilities
under the Plan.
	 
	 	 	
Notwithstanding any other provision
of the Plan, no holder of a claim or
interest, no other party in
interest, none of their respective
current or former officers,
directors, subsidiaries, affiliates,
members, managers, shareholders,
partners, representatives,
employees, attorneys, and agents, or
any of their respective successors
and assigns, and their respective
property, shall have any right of
action, demand, suit or proceeding
against the Companies, New NTL,
Euroco, the Steering Committee, nor
any holder of Preferred Stock or
Notes, or any or any of their
respective current or former
officers, directors, subsidiaries,
affiliates, members, managers,
shareholders, partners,
representatives, employees,
attorneys, and agents, or any of
their respective successors and
assigns, and their respective
property, for any act or omission in
connection with, relating to, or
arising out of, the Chapter 11
cases, the solicitation of
acceptances of the Plan, the pursuit
of confirmation of the Plan, the
consummation of the Plan, or the
administration of the Plan or the
property to be distributed under the
Plan, except for their gross
negligence or willful misconduct.
	 
	 	 	
Notwithstanding anything contained
herein to the contrary, no claims by
any person with respect to any and
all commercial and ordinary course
of business relationships shall be
deemed to be modified or affected by
any of the release and exculpation
provisions provided for herein.



24







 




	 	 	 
	 
	Representations:	 	
Except as previously disclosed,
France Telecom represents and
warrants that it is neither
marketing nor has pending
agreements, interest or letters of
intent, nor has engaged an
investment banker in connection with
the direct or indirect transfer,
sale or other disposition of its
interest in Noos to a third party or
is contemplating or is aware of any
other material transactions in
respect of Noos.
	 
	 	 	
The Chief Executive Officer and
Chief Financial Officer of NTL shall
represent (in their official
capacity, and without personal
liability) that the discussions and
information provided to the
Committee or its advisors with
respect to Noos and its value to NTL
were true and correct in all
material respects, and that no
information which is in the
possession of NTL which is material
to a valuation of NTL’s interest in
Noos was withheld from the Committee
or its advisors.
	 
	Committee:	 	
The Companies will use their
reasonable best efforts to ensure
that the Steering Committee becomes
the official committee of creditors
in the Chapter 11 cases. FT will
not oppose such appointment.
	 
	Filing Date:	 	
The Steering Committee’s assumption
with respect to the Term Sheet and
the transactions contemplated hereby
is that the Companies and other
necessary affiliates will file a
petition for Chapter 11 by April 29,
2002.
	 
	Conditions:	 	
The consummation of the Plan shall
be subject to certain conditions
including:


	 	 	 
	 	1.	
 Unless mutually agreed, NTL,
Delaware and NCC will not make any
cash interest payments owing and due
on the Notes from and after March
31, 2002. This shall exclude
payments by Diamond Holdings and
Triangle.
	 
	 	2.	
The cash at Delaware and NTL as
of April 29, 2002 is not less than
$270 million in the aggregate.
	 
	 	3.	
The terms and conditions of any
and all documents relating to the
restructuring of the Companies are
reasonably satisfactory to the
Steering Committee.
	 
	 	4.	
Except for the amount of bond
debt that the Companies have
previously disclosed to the Steering
Committee, there is no other
material debt of the Companies.



25







 




	 	 	 
	 
	 	5.	
The Companies will pay all the
expenses, including professional
fees and expenses of the Steering
Committee as to the extent
previously agreed.
	 
	 	6.	Amendment of the terms and
conditions of the Senior Facility
and Working Capital Facility in a
mutually agreed manner.





*  *  *

26









 



         The parties understand that this term sheet is merely a statement of the
current intentions of the parties, does not constitute a legally binding
agreement by any party hereto, does not contain all matters upon which
agreement must be reached in order to consummate the transactions contemplated
hereby, and creates no rights in favor of any party. Any such binding
agreement with respect to the transactions contemplated by this term sheet will
result only from, among other things, the definitive documentation in form and
substance satisfactory to all of the parties hereto and the occurrence of
various conditions precedent as set forth herein.


         IN WITNESS WHEREOF, each of the parties has caused this term sheet to be
executed and delivered by its duly authorized officer as of the date first
above written.



	 	 	 	 	 
	 	 	NTL INCORPORATED
	
	
	
	


	 
	 	 	
By:	 	/s/ John F. Gregg
	 	 	 	 	

	 	 	 	 	Name:   John F. Gregg

Title:   Chief Financial Officer
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	NTL (DELAWARE), INC.
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	/s/ John F. Gregg
	 	 	 	 	

	 	 	 	 	Name:   John
F. Gregg

Title:   Chief Financial Officer
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	NTL COMMUNICATIONS CORP.
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	/s/ Richard J.
Lubasch
	 	 	 	 	

	 	 	 	 	Name:   Richard
J. Lubasch

Title:   Executive Vice President
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	DIAMOND CABLE COMMUNICATIONS LIMITED
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	/s/ Robert
Mackenzie
	 	 	 	 	

	 	 	 	 	Name:   Robert
Mackenzie

Title:   Secretary



27







 




	 	 	 	 	 
	
	
	
	

	 	 	DIAMOND HOLDINGS LIMITED
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	/s/ Robert
Mackenzie
	 	 	 	 	

	 	 	 	 	Name:   Robert
Mackenzie

Title:   Secretary
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	ANGELO GORDON & CO. LLP
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	/s/ Leigh Walzer
	 	 	 	 	

	 	 	 	 	Name:   Leigh
Walzer

Title:   Director
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	APPALOOSA MANAGEMENT, L.P.
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	/s/ Ronald M.
Goldstein
	 	 	 	 	

	 	 	 	 	Name:   Ronald
M. Goldstein

Title:   Chief Financial Officer
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	CAPITAL RESEARCH COMPANY
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	/s/ Marcus Linden
	 	 	 	 	

	 	 	 	 	Name:   Marcus
Linden

Title:   Vice President
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	FIDELITY MANAGEMENT & RESEARCH CO.
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	/s/ Nate Van Duzer
	 	 	 	 	

	 	 	 	 	Name:   Nate
Van Duzer

Title:
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	FRANKLIN MUTUAL ADVISORS, LLC
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	/s/ Michael J.
Embler
	 	 	 	 	

	 	 	 	 	Name:   Michael
J. Embler

Title:   Vice President



28







 




	 	 	 	 	 
	
	
	
	

	 	 	MACKAY SHIELDS FINANCIAL CORPORATION
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	/s/ Donald E.
Morgan III
	 	 	 	 	

	 	 	 	 	Name:   Donald
E. Morgan III

Title:   Managing Director
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	OAKTREE
CAPITAL MANAGEMENT LLC
as general partner and/or investment
manager of certain funds and accounts it manages
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	/s/ Ken
Liang/Brett G. Wyard
	 	 	 	 	

	 	 	 	 	Name:   Ken
Liang/Brett G. Wyard

Title:
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	SAB CAPITAL ADVISORS LLC
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	/s/ Scott Bommer
	 	 	 	 	

	 	 	 	 	Name:   Scott
Bommer

Title:   Managing Member
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	SALOMON BROTHERS ASSET MANAGEMENT
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	/s/ Peter Wilby
	 	 	 	 	

	 	 	 	 	Name: Peter Wilby

Title: Managing Director
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	W.R. HUFF ASSET MANAGEMENT CO., LLC
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	/s/ Edwin M.
Banks
	 	 	 	 	

	 	 	 	 	Name:   Edwin
M. Banks

Title:   Sr. Portfolio Manager



29







 




	 	 	 	 	 
	
	
	
	

	 	 	FRANCE TELECOM
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	/s/ Jean-Louis
Vinciguerra
	 	 	 	 	

	 	 	 	 	Name:   Jean-Louis
Vinciguerra

Title:   Senior Executive Vice President
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	RAPP 26
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	/s/ Eric Bouvier
	 	 	 	 	

	 	 	 	 	Name:   Eric
Bouvier

Title:   President




30









 



Annex A



MISCELLANEOUS ASSETS OF EUROCO



Global Radio


Into Networks


TWTV


Universal Studios “The Studio”


ITN News Channel


DIVA


Suez Lyonnaise Note


CoreComm Note


1







 


Annex B



Principal Term Sheet for Euroco Preferred Stock




	 	 	 
	Issuer:	 	
Euroco
	
	
	
	

	 	 	 
	
	
	
	

	Aggregate Liquidation

Preference:	 	
$250 million, plus (i) the Aggregate Investments (as defined in Annex D) and (ii)
the Euroco Cash (as defined in Annex D).
	
	
	
	

	 	 	 
	
	
	
	

	Dividend Rate:	 	
10%, payable semi-annually as PIK
	
	
	
	

	 	 	 
	
	
	
	

	Optional Redemption:	 	
At liquidation preference plus accrued and unpaid dividends, at any time
	
	
	
	

	 	 	 
	
	
	
	

	Mandatory

Redemption:	 	
Ten years. Subject to earlier redemption, at liquidation preference plus accrued
and unpaid dividends, in whole or part, out of net proceeds from any sale,
transfer or monetization of assets of Euroco.
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
Pursuant to the Plan, it is anticipated that immediately after the Effective Date
the Board of Directors of Euroco will elect to redeem at least $25 million of
Preferred Stock.



1







 



Annex C



Liquidity Facility Term Sheet*




	 	 	 
	Borrower:	 	
New Holdco, which will be a newly formed
company between NTL Communications Corp.
and NTL Communications Ltd., as mutually
agreed.
	
	
	
	

	 	 	 
	
	
	
	

	Principal Amount:	 	
US$800 million to be funded pursuant a DIP
order unless otherwise agreed to by the
Committee.
	
	
	
	

	 	 	 
	
	
	
	

	Lender:	 	
(a) US$300 million from NTL (Delaware),
Inc. less the proceeds of the £90 million
note between NTL (Delaware), Inc. and NTL
(UK) Group, Inc. dated April 5, 2002 (which
note shall be amended and restated to
reflect the terms and conditions of this
liquidity facility) and (b) US$500 million
from noteholders or affiliates thereof with
a committed line from certain members (or
their affiliates) of the Committee for the
entire US$500 million tranche.**
	
	
	
	

	 	 	 
	
	
	
	

	Covenants,
Events of Default:	 	
Mutually acceptable covenants and events of
default, including milestones with respect
to the restructuring process.
	
	
	
	

	 	 	 
	
	
	
	

	Maturity:	 	
Effective Date (subject to mandatory
prepayments below).
	
	
	
	

	 	 	 
	
	
	
	

	Interest Rate:	 	
11% for the first 3 months increasing 1%
each quarter thereafter up to a maximum of
18%.
	
	
	
	

	 	 	 
	
	
	
	

	   Default Rate:	 	
The Rate then in effect, plus 2% per annum.
	
	
	
	

	 	 	 
	
	
	
	

	   Payments:	 	
In cash (payable in advance each month).








	 	 	1 This document should not be considered as a financing commitment of any
person.
	
	
	
	

	 	 	2 The Company and the Committee will explore whether an acceptable mechanism
can be put in place to permit the other bondholders to participate on the
same terms as those members of the Committee.


1







 







	 	 	 
	Principal:	 	 
	
	
	
	

	    Mandatory Prepayments:	 	
Any net proceeds (subject to any payments on
outstanding valid and perfected prepetition liens)
from the sale, lease or other disposition of any
collateral other than in the normal course of
business.
	
	
	
	

	 	 	 
	
	
	
	

	    Use of Proceeds:	 	
Interest and fees payable under the Liquidity
Facility. With respect to balance, in accordance
with a budget satisfactory to the Lenders subject to
various baskets which shall reflect the flexibility
necessary to operate the business in an ordinary
course. Any proceeds used for the benefit of
Diamond Holdings or its subsidiaries, shall be on a
last in, first out basis and shall be evidenced by
an inter-company note between New Holdco and Diamond
Holdings and secured by an appropriate security
package including, without limitation, the equity of
Diamond Holdings. Any proceeds used for the benefit
of NTL Triangle or its subsidiaries, shall be on a
last in, first out basis and shall be evidenced by
an inter-company note between New Holdco and NTL
Triangle and secured by an appropriate security
package including, without limitation, the equity of
NTL Triangle.
	
	
	
	

	 	 	 
	
	
	
	

	Collateral:	 	
All assets of NTL Incorporated and its subsidiaries,
Delaware and its subsidiaries and NCC and its
subsidiaries (other than NTL (UK) Group, Inc. and
any of its direct or indirect subsidiaries) and
Diamond Cable. The collateral package does not
include any assets that are pledged under the
existing bank facilities and (except as set forth
above) does not include Diamond Holdings or any
subsidiary of Diamond Holdings.
	
	
	
	

	 	 	 
	
	
	
	

	Representations, Warranties,
Covenants, Remedies and Closing
Conditions:	 	
Normal and customary for secured indebtedness of
this nature and acceptable to the Lenders, including
a mutually acceptable arrangement with the existing
Bank Group in connection with the making of this
facility.
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
There shall be no material adverse change to the
assets, business, liabilities or prospects of the
Company or its subsidiaries or in the ability of
these entities to perform its obligations hereunder.



2







 




	 	 	 
	
	
	
	

	 	 	
This financing is conditioned upon, among other
things, the Lenders’ satisfaction with the financial
and legal due diligence, including, without
limitation, intercompany balances, loans and
transactions, and all accounting and tax matters.


	 
	 	 	Entry of an acceptable DIP order and related cash
management order.
	
	
	
	

	 	 	 
	
	
	
	

	Fees:	 	 
	
	
	
	

	    Commitment:	 	
200 bps payable upon Company’s acceptance of the
Commitment.
	
	
	
	

	 	 	 
	
	
	
	

	    Underwriting:	 	
200 bps payable upon entry of interim DIP order
approving the financing.
	
	
	
	

	 	 	 
	
	
	
	

	    Unused:	 	
50 bps.
	
	
	
	

	 	 	 
	
	
	
	

	Commitment Expiration

Date:	 	
Liquidity commitment will terminate on the date set
forth in the commitment letter, unless interim order
approving the DIP facility and related cash
management order (in form and substance satisfactory
to the Lenders) has been entered into by that date.
	
	
	
	

	 	 	 
	
	
	
	

	Expenses:	 	
The Company shall pay the expenses of the
transaction.



3







 



Exit Facility Term Sheet*




	 	 	 
	Issuer:	 	
New Holdco.
	
	
	
	

	 	 	 
	
	
	
	

	Issue:	 	
Senior Secured Notes.
	
	
	
	

	 	 	 
	
	
	
	

	Principal Amount:	 	
US$500,000,000.
	
	
	
	

	 	 	 
	
	
	
	

	Indicative Rate (%):	 	
Greater of (1) 13% or (2) 350 bps over the
yield-to-worst of the basket of high yield US
cable securities which are a component of an
agreed upon high yield index produced by an
internationally recognized investment banking
firm.
	
	
	
	

	 	 	 
	
	
	
	

	Interest Payments:	 	
Payable semi-annually in arrears.
	
	
	
	

	 	 	 
	
	
	
	

	Closing:	 	
Effective Date.
	
	
	
	

	 	 	 
	
	
	
	

	Security:	 	
Same security package as DIP facility (excluding
assets and interests transferred to Euroco).
	
	
	
	

	 	 	 
	
	
	
	

	Maturity:	 	
Seven years after closing.
	
	
	
	

	 	 	 
	
	
	
	

	Ranking:	 	
Senior to all current and future Subordinated
Debt of New Holdco.
	
	
	
	

	 	 	 
	
	
	
	

	Optional Repayment:	 	
Non-callable for four years; thereafter at a
premium, decreasing ratably to par.
	
	
	
	

	 	 	 
	
	
	
	

	Covenants:	 	
Customary High Yield Covenants, including:
	
	
	
	

	 	 	
Limitation on Asset Sales; Limitation on
Restricted Payments; Limitation on Incurrence of
Indebtedness and Preferred Stock; Limitation on
Liens; Limitation on Dividend and Other Payment
Restrictions Affecting Subsidiaries; Limitation
on Merger, Consolidation or Sale of Assets;
Limitation on Transactions with Affiliates;
Limitation on Sale Leaseback Transactions.
	
	
	
	

	 	 	 
	
	
	
	

	Commitment Fee:	 	
1% of issued and outstanding equity of new NTL
Communications Corp. only if Issuer elects to
take down the exit commitment, which shall be
payable 20 days prior to the draw date.








	 	 	3 This document should not be considered as a financing commitment of any person.


4







 







	 	 	 
	Commitment Termination

Date:	 	
Earlier of (1) December 1, 2002 or (2)
one day prior to confirmation date unless
Company elects to take down the Exit
Facility prior to that date.
	
	
	
	

	 	 	 
	
	
	
	

	Change of Control:	 	
101% plus accrued and unpaid interest.



5







 



Annex D



Euroco Cash



On the Effective Date, Euroco will be funded with (i) $100 million plus (ii)
the $25 million payment from FT (the “FT Payment”), less (iii) the sum of (x)
Aggregate Operating Expenses (as defined) and (y) investments between April 10,
2002 and the Effective Date in assets which become part of Euroco (“Aggregate
Investments”). Such net amount shall be referred to herein as “Euroco Cash”
and shall be subject to adjustment in an amount to be mutually agreed between
the Steering Committee and the Companies necessary to fund the assets at Euroco
on the Effective Date (including the assets set forth on Annex A). “Aggregate
Operating Expenses” shall mean the agreed upon aggregate corporate overhead
expenses at NTL and Delaware for the period from April 10, 2002 to the
Effective Date, as adjusted to reflect an agreed upon allocation of
restructuring expenses in connection with the Plan and the transactions
contemplated thereby.


6







 


Annex E



Delaware/Inc. Cash Amount



The “Delaware/Inc. Cash Amount” will equal (i) available cash at NTL
Incorporated and NTL Delaware as of April 10, 2002 plus (ii) the principal and
accrued interest on the £90 million note from NTL (UK) Group, Inc. issued in
April 2002 plus (iii) the FT Payment less the sum of (iv) Euroco Cash, (v)
Aggregate Operating Expenses and (vi) Aggregate Investments. The Delaware/Inc.
Cash Amount will be allocated between the Delaware Cash Amount and the NTL Cash
Amount by the Steering Committee.


7







 


Annex F



Term Sheet for Series A Warrants of New NTL



         The principal terms of the Series A warrants (the “Series A Warrants”) of
New NTL to be issued in accordance with the Plan shall be as follows:



	 	 	 	 	 
	Issuer:	 	New NTL
	
	
	
	

	 	 	 	 	 
	
	
	
	

	Recipients:	 	Series A Warrants (2,991,789) representing 1.13% of fully diluted
shares issuable in respect of 13% Preferred Stock


Series A Warrants (22,405,748) representing 8.45% of fully
diluted shares issuable in respect of FT Preferred Stock


Series A Warrants (9,602,463) representing 3.62% of fully diluted
shares issuable in respect of NTL Common Stock


Series A Warrants (15,000,000) representing 5.66% of fully
diluted shares potentially issuable in respect of amount of New
NTL Common Stock issued in Rights Offering
	
	
	
	

	 	 	 	 	 
	
	
	
	

	Warrants:	 	New NTL shall issue and deliver Series A Warrants to purchase
shares of Common Stock of New NTL at an exercise price per share
of $77.39. Exercise price assumes 162.5% recovery by the holders
of the NCC and Diamond Cable Notes
	
	
	
	

	 	 	 	 	 
	
	
	
	

	Expiration Date:	 	Eight years from the date of issuance
	
	
	
	

	 	 	 	 	 
	
	
	
	

	Adjustments:	 	The number of shares to be received upon exercise of the Series A
Warrants shall be subject to customary adjustment for stock
splits, stock dividends, reverse stock splits, stock
recapitalizations and distributions of property (other than cash)
to holders of New NTL Common Stock
	
	
	
	

	 	 	 	 	 
	
	
	
	

	Change of Control:	 	Cash Acquisition: In the event of an acquisition of New NTL in a
transaction where the consideration payable by the acquiror is
all cash, the following shall apply:
	
	
	
	

	 	 	(x)(i)
	 	If the transaction is announced within one year of the
Effective Date and recovery of NCC and Diamond Cable Notes
exceeds 70%;
	
	
	
	

	 	 	
(ii)
	 	If the transaction is announced within two years of the
Effective Date and recovery of NCC and Diamond Cable Notes
exceeds 85%; or
	
	
	
	

	 	 	
(iii)
	 	If the transaction is announced within three years of the
Effective Date and recovery of NCC and Diamond Cable



1








 




	 	 	 	 	 
	
	
	
	

	 	 	 	 	Notes exceeds 100%, and
	
	
	
	

	 	 	
(y)
	 	the acquiring entity (which shall include any direct or
indirect shareholder which would constitute an “affiliate”
(under applicable securities law) of such acquiring
entity, “Acquiror”) is a publicly traded entity, the
Series A Warrants would become warrants (“Acquiror
Warrants”) of the Acquiror.
	
	
	
	

	 
	

	 	 	The Acquiror Warrant shall have an expiration date the same as
the expiration date of the Series A Warrant, shall have an
exercise price equal to the adjustment multiple multiplied by the
fair market value of the Acquiror’s stock (based on a trading day
average) and will be exercisable for a number of shares of the
Acquiror’s stock equal to the exercise price of the Series A
Warrant divided by the exercise price of the Acquiror Warrant.
The adjustment multiple shall equal the ratio of the exercise
price of the Series A Warrant to the cash consideration received
by the New NTL Common Stock in the acquisition.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Example:	 	Example 1	 	Example 2
	 	 	
	 	
	 	

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	
	
	
	

	 
	 	exercise price NTL Warrant	 	$	20	 	 	$	20	 
	
	
	
	

	 
	 	cash merger consideration	 	$	10	 	 	$	40	 
	
	
	
	

	 
	 	adjustment multiple	 	 	20	 	 	 	5	 
	
	
	
	

	 
	 	Acquiror stock price	 	$	50	 	 	$	50	 
	
	
	
	

	 
	 	Acquiror warrant exercise price	 	$	100	 	 	$	25	 
	
	
	
	

	 
	 	Exercisable for x Acquiror shares. x=	 	 	0.2	 	 	 	0.8	 




	 	 	 
	 	 	 
	
	
	
	

	 	 	
If the foregoing criteria are not met and a cash acquisition is
announced within the first three years after the Effective Date,
and subject to consummation of such cash acquisition, the
exercise price of the Series A Warrant will be adjusted so as to
become equal to 90% of the per share value offered in the
acquisition to holders of New NTL Common Stock and the
acquisition will not be consummated until warrant holders have
had at least 20 business days to exercise subsequent to such
adjustment.
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
Stock Acquisition: In the event of an acquisition of New NTL for
all stock, the Series A Warrants remains outstanding (until the
Expiration Date) and would be exercisable into stock of the
acquiror at the exchange ratio in the transaction.
	
	
	
	

	 	 	 
	
	
	
	

	 	 	
Mixed Consideration: The parties will negotiate in good faith to
develop an appropriate methodology for adjustment in these
circumstances.



2







 




	 	 	 	 	 	 	 	 	 	 	 
	Restrictions on

Transfer:	 	
Transfers only in compliance with applicable securities laws
	
	
	
	

	 	 	 
	
	
	
	

	Governing Law:	 	
New York



Annex F-4