Exhibit 10.29


 


PRIVATE
AND CONFIDENTIAL


 


 


To:          NTL Incorporated; and


NTL Investment Holdings Limited


909 Third Avenue, Suite 2863


New York, New York 10022


 


Attn:       James F. Mooney, Chairman


 


 


March 2006


 


 


Dear Sirs,


 


Project Vanilla - Commitment Letter


 


Pursuant to paragraph 20 of the commitment letter dated 14 December
2005 from the Initial MLAs and the Initial Underwriters (as each such term is
defined below) to yourselves (the “Original Commitment Letter”),
and by its signature hereto, each of the parties to this letter hereby agrees
to amend and replace the Original Commitment Letter with this letter, but
without prejudice to any Accession Notice entered in connection with the
Original Commitment Letter (each, an “Existing Accession Notice”)
which shall remain in full force and effect as if entered into in connection
with this letter. In accordance with the provisions of paragraph 20, the
Initial MLAs confirm that they have received the consent of those Underwriters
whose commitments aggregate to not less than  662/3%
of the total commitments under the Senior Facilities and those Underwriters
whose commitments aggregate to not less than 50.1% of the total commitments
under the Bridge Facility (in each case, calculated immediately prior to the
date of this letter) to the amendment and restatement of the Original
Commitment Letter by this letter.


 


Each of Deutsche Bank AG, London Branch, J.P. Morgan Plc, The Royal
Bank of Scotland plc and, Goldman Sachs International (each, as “Initial MLA” and, collectively, the “Initial MLAs”)
hereby confirm their commitment to arrange, on your behalf, certain bank
financing described herein, with an international syndicate of lenders.


 


Each of Deutsche Bank AG, London Branch, JPMorgan Chase Bank, National
Association, The Royal Bank of Scotland plc and, Goldman Sachs Credit Partners
L.P. (each as “Initial Underwriter”, and,
collectively the “Initial Underwriters”) hereby confirm
their commitment to underwrite (or procure that their customary funding
affiliate underwrites) the financing described herein on a certain funds basis
described in Appendix A-3 hereto and the terms and conditions of this
Commitment Letter and the detailed terms and conditions set out in the
Appendices attached hereto.


 


By your acceptance of this Commitment Letter and the offer contained
herein, you hereby appoint each of the foregoing institutions as Initial MLAs
and Initial Underwriters, and as Joint Bookrunners as described in Appendix A-3
hereto.


 

















 


We understand from our discussions with you that you intend to merge
(the “Merger”) with a newly
formed, wholly-owned subsidiary of Telewest Global, Inc., a Delaware
corporation (“Telewest” and,
together with its subsidiaries prior to the consummation of the Merger, the “Telewest Group”), pursuant to an amended
and restated agreement and plan of merger dated 14 December 2005 (as amended by
Amendment No. 1 dated 30 January 2006) between, among others, Telewest, Neptune
Bridge Borrower LLC, a Delaware limited liability company (“Merger Sub”) and NTL Incorporated, a
Delaware corporation (“NTL Inc.”,
and together with its subsidiaries prior to the consummation of the Merger, the
“NTL Group”) (the “Merger Agreement”).


 


We further understand that you intend to acquire the entire issued and
to be issued share capital of Virgin Mobile Holdings (UK) plc (“Virgin Mobile” and together with its subsidiaries, the “Virgin Mobile Group”) by way of a scheme of arrangement
under Section 425 of the Companies Act 1985 with Virgin Mobile’s shareholders
(the “Virgin Mobile Acquisition”).


 


After giving effect to the Merger and/or the Virgin Mobile Acquisition,
as the case may be, Telewest and its subsidiaries are hereinafter referred to
as the “Group”.


 


You have further advised us that Telewest and NTLIH and certain
specified subsidiaries thereof will together require a total of £5.575 billion
(the “Funding Requirement”) to (i)
effect the Merger, (ii) pay the related fees, costs and expenses incurred in
connection with the Merger, (iii) repay in full the existing senior credit
facilities of the NTL Group, (iv) repay in full the existing senior and second
lien credit facilities of the Telewest Group, (v) effect the Virgin Mobile
Acquisition, (vi) repay in full the existing senior credit facilities of the
Virgin Mobile Group, (vii) pay the related fees, costs and expenses incurred in
connection with the Virgin Mobile Acquisition and (viii) finance the ongoing
working capital needs and general corporate requirements of the UK Group.


 


We are pleased to confirm that, subject to the terms of this letter and
of the attached appendices (each an “Appendix”
and together, the “Appendices”)
(this letter, incorporating the Appendices, the “Commitment Letter”), a senior credit facilities fees letter
and a bridge facilities fees letter, each to be entered into between yourselves
and ourselves in connection with the Facilities (the “Senior Fees Letter”
and the “Bridge Fees Letter”, and
together with the Commitment Letter and the Engagement Letter, the “Commitment Documents”), the Initial MLAs are willing to lead
arrange and the Initial Underwriters are willing to underwrite in the
proportions set out below up to 100% of the Debt Financing (as defined below)
portion of the Funding Requirement as set out below:


 


	
   

  	
   

  	
  Senior Facilities

  	
   

  	
  Bridge Facility

  	
   

  
	
  Deutsche Bank AG, London Branch

  	
   

  	
  25

  	
  %

  	
  30.303

  	
  %

  
	
  JPMorgan Chase Bank, National Association

  	
   

  	
  25

  	
  %

  	
  30.303

  	
  %

  
	
  The Royal Bank of Scotland plc

  	
   

  	
  25

  	
  %

  	
  21.212

  	
  %

  
	
  Goldman Sachs Credit Partners L.P.

  	
   

  	
  25

  	
  %

  	
  18.182

  	
  %

  
	
   

  	
   

  	
  100%

  	
   

  	
  100

  	
  %

  



 


in each case (subject to any pro rata reduction following the accession
of any Additional Underwriter in accordance with paragraph 14).


 


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Capitalised terms, unless otherwise defined, shall bear the same
meanings as those ascribed to them in the Appendices.


 


1.             Financing
Structure


 


(a)                                  Merger
Sub will obtain new senior subordinated bridge facilities in an aggregate
principal amount not less than £1.8 billion (the “Bridge
Facility”) substantially on the terms and conditions set out
in this Commitment Letter and Appendix A-1 (as may be amended in accordance
with paragraph 13 by the terms of Appendix A-5 of this Commitment Letter);


 


(b)                                 You
will engage each of the Mandated Lead Arrangers as arranger for any take-out
financing for the Bridge Facility, including through issuance of senior notes
(the “Notes”)
pursuant to and in accordance with an engagement letter (the “Engagement
Letter”) on the terms and conditions set out in Appendix
A-2; and


 


(c)                                  NTLIH
or its affiliates will obtain new senior secured credit facilities in an
aggregate principal amount of up to £3.775 billion, comprising (i) a £3.2
billion tranche A term facility (“Tranche A”),
(ii) a £175 million tranche A1 term facility (“Tranche A1”), (iii) a £300 million tranche B1 term facility (“Tranche B1”) and (iv) a £100 million
revolving working capital facility (“RCF”)
(Tranche A, Tranche A1, Tranche B1 and RCF being collectively referred to as
the “Senior
Facilities” and, together with the Bridge Facility, the
“Debt
Financing”) substantially on the terms and conditions set out
in this letter and Appendix A-3 (as may be amended in accordance with paragraph
13 by the terms of Appendix A-4 of this Commitment Letter).


 


2.             Conditions
of Commitment


 


Our commitment to arrange and underwrite the
Debt Financing above and this Commitment
Letter is subject to the following conditions:


 


(a)                                  the negotiation of customary
finance documentation (including without limitation, loan agreements and
intercreditor, guarantee, security and associated documentation for the Debt
Financing (together the “Financing Documentation”))
on terms satisfactory to us (acting reasonably) and their execution and
delivery by you. Each of the parties hereto shall use its best endeavours to
agree the Financing Documentation as soon as reasonably practicable, each party
acting reasonably and in good faith and such Financing Documentation to be on
no less favourable terms to NTL Inc. than the terms contained in the agreements
for the existing facilities of NTL Inc. and Telewest, taking into account the
consolidation of the NTL Group, the Telewest Group and the Virgin Mobile Group
as a result of the Merger and the Virgin Mobile Acquisition. The Financing
Documentation will be drafted by counsel to the Mandated Lead Arrangers and
unless otherwise agreed by NTL Inc., will incorporate, without limitation, the
terms and conditions set out in the Commitment Documents, but no additional
substantive funding conditions; and


 


(b)                                 execution and delivery of the
Engagement Letter, the Senior Fees Letter and the Bridge Fees Letter.


 


3.             Assignments
and Amendments


 


You may not assign or transfer any of your rights, or (except as
provided in paragraph 18) be relieved of any of your obligations, under the
Commitment Documents, without the prior written consent of the Mandated Lead
Arrangers (and any purported assignment or transfer without such consent shall
be void).


 


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The Mandated Lead Arrangers and Underwriters may assign or transfer all
or any of our respective rights and obligations under this Commitment Letter,
the Senior Fees Letter and/or the Bridge Fees Letter to any of our respective
affiliates that customarily acts as our funding affiliate and subject to the
terms of the Commitment Documents, provided that any such assignment or
transfer shall not be permitted without the prior consent of NTL Inc. if as a
result of such assignment or transfer, you would incur any additional
obligation or liability by way of withholding tax.


 


This Commitment Letter may not be amended or modified and no provision
may be waived except by an instrument in writing signed by the each of the
parties hereto.


 


4.             Clear
Market


 


To ensure an orderly and effective syndication of the Debt Financing
(which shall include for these purposes any Alternative Baseball Financing),
you agree that until close of business on the day falling on the earlier of:


 


(a)           the achievement of Successful Syndication
(as defined in the Senior Fees Letter);


 


(b)           six months after the Merger Closing Date; and


 


(c)           the termination of your obligations under
paragraph 18,


 


NTL Inc. will procure that no member of the Telewest Group, the NTL
Group and, upon consummation of the Virgin Mobile Acquisition, the Virgin
Mobile Group will, without the prior written consent of the Initial MLAs,
issue, arrange, syndicate, borrow or incur (or attempt or announce publicly an
intention to issue, arrange, syndicate, borrow or incur) any indebtedness
(other than the Debt Financing) in the domestic or international loan, capital
or financial markets (including, but not limited to, the Stand Alone Baseball
Financing, any public or private bond issue, private placement, note issuance,
bilateral or syndicated loan, letter of credit or trade financing facility or
other debt raising arrangement).


 


This provision shall terminate with respect to any Stand Alone Baseball
Financing on the date falling two months after the earlier of (i) the delivery
of a Structure Notice and (ii) consummation of the Virgin Mobile Acquisition.


 


The parties agree that any syndication of the Alternative Baseball
Financing will be conducted after prior consultation between NTL, Inc. and the
Initial MLAs and will be led and co-ordinated by the Initial MLAs.


 


5.             Syndication


 


(a)                                  Subject to the terms of the
Commitment Documents and (after execution) the Financing Documentation:


 


(i)                                     except as otherwise agreed
between the Initial MLAs and NTL Inc., each of the Underwriters, after
consultation with you, shall have the right before or after execution of the
Financing Documentation to syndicate some or all of its participation in the
Debt Financing to other banks or financial institutions with a corresponding
reduction in its commitment; and


 


(ii)                                  no roles or titles (other than
as contemplated by paragraph 14 and contained in any Accession Notice) will be
conferred on any other bank or financial institution in relation to the Debt
Financing (and no payments will be made by you to any other bank or financial
institution for taking a participation in the Debt Financing) without our prior
written consent (such consent not to be unreasonably withheld).


 


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(b)                                 You will co-operate with and
assist the Mandated Lead Arrangers in connection with the syndication of the
Debt Financing in a manner consistent with normal market practice including
(but not limited to) by:


 


(i)                                     subject to there being no
obligation to provide materials if a filing obligation with the US Securities
and Exchange Commission would be required, providing such financial and other
information relating to the Group as the Mandated Lead Arrangers, acting
reasonably, may deem necessary to achieve Successful Syndication (as defined in
the Senior Fees Letter);


 


(ii)                                  in line with normal market
practice, assisting the Mandated Lead Arrangers in the preparation of such
materials relating to the Debt Financing as the Mandated Lead Arrangers shall
reasonably require for the purposes of syndication, containing information
regarding the Debt Financing and the business, assets, financial condition and
prospects of the Group, including without limitation, an information memorandum
(in the form of the information memorandum dated October 2005 but updated to
reflect any changes to the terms of the Debt Financing made since October 2005,
the Virgin Mobile Acquisition and the business, assets, financial condition and
prospects of the Virgin Mobile Group) and bank presentation and other marketing
materials in a form reasonably satisfactory to the Mandated Lead Arrangers (the
“Information Package”) such
materials to be prepared by the Mandated Lead Arrangers and approved by NTL
Inc.;


 


(iii)                               allowing attendance by senior
management of the UK Group at one or more bank presentations or meeting with
potential lenders at such times and places as the Mandated Lead Arrangers may
agree with you; and


 


(iv)                              using your reasonable efforts
to ensure that the syndication efforts benefit from your existing lending
relationships.


 


Without
prejudice to the immediately succeeding paragraph, you shall not however, be
required to take any action that would conflict with any law or other
applicable regulation, including the Takeover Code, US Federal securities laws,
the laws of Delaware or be required to provide any disclosures that would
require a filing with the Securities and Exchange Commission, or cause you or
any of your subsidiaries to breach any applicable confidentiality undertaking
or which might prejudice your or any of your subsidiaries’ legal privilege in
any document. You agree that should we ask you to disclose any confidential
information or take any action that would conflict with any applicable
confidentiality undertaking, you will notify us and will use your reasonable
endeavours (which for the avoidance of doubt, shall not require the payment of
money) to obtain the consent of the relevant beneficiary of such
confidentiality undertaking to such action in order to allow such disclosure or
action to be taken.


 


The Borrowers
shall be responsible for the accuracy of the information in the Information
Package and will need to represent to the Mandated Lead Arrangers that, as at
the time the Information Package is initially distributed and as at the signing
of the Financing Documentation, if later, the factual information contained
therein (and in any updates) is true, complete and accurate in all material
respects and not misleading in any material respect and that any financial
projections contained in the Information Package have been prepared in good
faith and on the basis of reasonable assumptions as at the time of preparation.
The Information Package will not be independently verified by us or the
Mandated Lead Arrangers and the Borrowers shall be asked to approve the final
version of the Information Package before its distribution to the prospective
participants of the Debt Financing. We shall obtain an undertaking in your
favour from all prospective participants of the Debt Financing


 


5

















 


prior to
distributing a copy of the Information Package to such participant to keep the
Information Package and all materials delivered to such participant
confidential.


 


(c)                                  To the extent that Successful Syndication (as defined in the Senior
Fees Letter) is achieved prior to the delivery of any Structure Notice, and
thereafter a Structure Notice is delivered in accordance with the terms of this
Commitment Letter, you agree to co-operate and assist the Initial MLAs with the
syndication of Tranche B and Tranche B1 in a manner consistent with the
foregoing terms of this paragraph 5 until such time that Successful Syndication
(as defined in the Senior Fees Letter) has been achieved (for this purpose,
taking into account the additional commitments of the Initial MLAs under
Tranche B).


 


6.             No Front Running


 


(a)                                  Each
Mandated Lead Arranger and
Underwriter agrees with each other and with each of you that until close of
primary syndication, as determined by the Initial MLAs, the Mandated Lead Arrangers and Underwriters shall not,
and shall ensure that none of their respective affiliates will:


 


(i)            undertake any Front Running;


 


(ii)           enter into (or
agree to enter into) any agreement, option or other arrangement with any bank,
financial institution or other third party which may be approached to become a
syndicate member, whether legally binding or not, under which that bank,
financial institution or other third party shares any risk or participates in
any exposure of any Mandated Lead Arranger or Underwriter under the Debt
Financing or which relates to the acquisition of any Facility Interest (whether
on an indicative basis, a “when and if issued” basis, or otherwise); or


 


(iii)          offer or make any
payment or other compensation of any kind to any bank, financial institution or
third party for its participation (direct or indirect) in the Debt Financing or
its acquisition of any Facility Interest,


 


except in
accordance with the terms of the syndication strategy to be agreed between the
Mandated Lead Arrangers, Joint
Bookrunners and the Underwriters.


 


(b)                                 Each
Mandated Lead Arranger and Underwriter
represents to each other and to each of you that it has not (i) undertaken any
Front Running, (ii) entered into (or agreed to enter into) any agreement,
option or arrangement described in paragraph (a)(ii) above or (iii) offered or
made any payment or other compensation described in paragraph (a)(iii) above,
prior to the date of this Commitment Letter.


 


(c)                                  For
the purposes of the above paragraphs:


 


(i)                                     “Facility Interest” means a legal,
beneficial or economic interest acquired or to be acquired in or in relation to
the Debt Financing, whether as initial lender or by way of assignment,
transfer, novation, sub-participation (whether disclosed, undisclosed, risk or
funded) or any other similar method, other than by way of credit protection or
any other hedging arrangement conducted by an institution in connection with
its overall portfolio hedging strategy; and


 


(ii)                                  “Front Running” means the process of a Mandated Lead Arranger
or Underwriter:


 


(x)                                   communicating
with any person which may be approached to become a syndicate member or
disclosing any information (including, for the avoidance


 


6

















 


of doubt, the
Information Package) to such person, which, in any such case, is intended to or
is reasonably likely to encourage that person to take a Facility Interest other
than as a lender of record in primary syndication or to discourage that person
from taking a Facility Interest as a lender of record in primary syndication;
and/or


 


(y)                                 actually
making a price (whether firm or indicative, either generally or to a specific
bank, financial institution or third party) with a view to buying or selling a
Facility Interest.


 


7.             Indemnification


 


NTL Inc. hereby agrees to indemnify and hold harmless each Relevant
Person (as defined in Annex 1 to this Commitment Letter) on the terms and
subject to the conditions set out therein.


 


8.             Confidentiality
and Conflicts


 


(a)                                  You will not, without our
prior written consent, disclose the contents of the Commitment Documents or
their existence to any person except:


 


(i)                                     as required by law or to
comply with the rules of any regulatory body or applicable securities exchange
to which you or we are subject (for which purposes, we acknowledge that you may
file this Commitment Letter and
the Appendices with the US Securities and Exchange Commission); or


 


(ii)                                  to any potential transferee,
assignee, additional underwriter or other participant in the commitments
hereunder, your employees and your legal or financial advisers who are made
aware of, and either agree to be bound by, the obligations under this paragraph
prior to such information being disclosed to them or are in any event subject
to confidentiality obligations as a matter of law or professional practice.


 


(b)                                 We will not, without the prior
written consent of the NTL Inc., disclose the contents of the Commitment
Documents or their existence or any information relating to the Debt Financing
or the NTL Group, Telewest Group, the Virgin Mobile Group or the Group which it
receives from you to any person except:


 


(i)                                     as required by law or to
comply with the rules of any regulatory body or applicable securities exchange
to which you or we are subject; or


 


(ii)                                  to any potential transferee,
assignee, additional underwriter or other participant in the commitments
hereunder, our employees and our legal or financial advisers who are made aware
of, and either agree to be bound by, the obligations under this paragraph prior
to such information being disclosed to them or are in any event subject to confidentiality
obligations as a matter of law or professional practice.


 


(c)                                  You acknowledge that the
Mandated Lead Arrangers, the Underwriters, or any of their respective
affiliates may be providing debt financing, equity capital or other services
(including corporate or financial advisory services) to persons with whom you
may have conflicting interests in connection with the Debt Financing or
otherwise. Without prejudice to the generality of paragraph 8(b), the Mandated
Lead Arrangers will keep confidential any information relating to the Debt
Financing or the Group which it receives from you or your advisers from any of
its other clients or customers. You acknowledge that the Mandated Lead
Arrangers and the Underwriters have no obligation to you, to use in connection
with the Debt Financing, or to furnish to you or any of your affiliates or
advisers, information obtained from other clients or customers.


 


7

















 


9.             Exclusivity


 


In consideration of our entering into this Commitment Letter you agree
that during the period from the date of your counter-signature of this
Commitment Letter to 2 October 2006:


 


(a)                                  you will negotiate with us in
good faith and on an exclusive basis to finalise and to enter into the Financing
Documentation on terms consistent with those set out in this Commitment Letter
and paragraph 2(a) hereof, as soon as reasonably practicable after the date of
this Commitment Letter;


 


(b)                                 without our prior written
consent, you will not negotiate with any other bank or financial institution
any financing of the Merger or refinancing of any of the Existing Facilities by
such bank or financial institution by debt raised in the domestic or
international loan markets and you will not approach, mandate or appoint any
other bank or financial institution to arrange or underwrite any such
financing; and


 


(c)                                  you will not seek to replace
the Joint Bookrunners, the Mandated Lead Arrangers or the Underwriters as the
bookrunners, arrangers and underwriters of the Debt Financing (save as
contemplated by paragraph 18).


 


10.          Delegation


 


Each of the Mandated Lead Arrangers and the Underwriters may employ the
services of any of its affiliates in providing the services contemplated by
this Commitment Letter and reserves the right to allocate, in whole or in part,
to such affiliates the fees payable under this Commitment Letter in such manner
as they and such affiliates may agree in their sole discretion. You acknowledge
that the Mandated Lead Arrangers, the Underwriters and such affiliates may
share with each other any information related to the Group, the Debt Financing
or any of the matters contemplated by the Commitment Documents. Any such
affiliate may rely on this Commitment Letter.


 


11.          Announcement


 


You and we both agree that none of us nor any of our respective
affiliates shall make any announcement relating to the Debt Financing without
the prior consent of the other persons save to the extent that such
announcement is required by law or to comply with the rules of any regulatory
body or applicable securities exchange to which you are subject.


 


12.          Fees and Expenses


 


(a)                                  In consideration of the
execution and delivery of this Commitment Letter and any Accession Notice by
the Mandated Lead Arrangers and the Underwriters, you agree to pay to the
Initial MLAs and the Initial Underwriters the fees and expenses set out in the
Senior Fees Letter and the Bridge Fees Letter (which fees and expenses shall be
distributed among the Mandated Lead Arrangers and Underwriters, at the sole
discretion of the Joint Bookrunners), and to pay to the Arrangers and
Underwriters all reasonable third party costs and expenses incurred by the
Mandated Lead Arrangers and Underwriters, our respective affiliates and
advisers including reasonable third party costs and expenses, legal fees and
disbursements incurred by their legal counsel (White & Case and Simpson
Thacher & Bartlett LLP) and all travel and other reasonable out-of-pocket
expenses incurred in connection with (i) the negotiation, preparation,
printing, distribution and execution of the Commitment Documents and Financing
Documentation; (ii) due diligence on the Group; and (iii) syndication of the
Debt Financing.


 


8

















 


(b)                                 All payments under the Commitment
Documents shall be made without set-off or counterclaim and free and clear of
any deduction or withholding of or on account of any tax save as required by
law.


 


13.          Structure


 


(a)                                  We acknowledge that NTL Inc.
is seeking a private ruling from the US Internal Revenue Service (the “IRS Ruling”) the effect of which is to permit the cash
portion of the purchase price for the Merger to be financed through borrowings
by UK subsidiaries of NTL Inc. without giving rise to materially adverse tax
consequences to NTL Inc., Telewest or their respective pre- and/or post-Merger
shareholders. You shall have the option, by delivery of written notice (the “Structure Notice”) to the Initial MLAs
(marked in each case for the attention of the persons specified in paragraph
21) at any time up to the date falling 3 months after the Merger Closing Date
(the “Structuring Completion Date”) to
implement the restructuring of the Debt Financing as set out on the page headed
“Second Alternative (Structure 2) – Final Structure”
in the final steps paper agreed between us prior to the date of this Commitment
Letter (the “Steps Paper”) such that:


 


(i)                                     where the Structure Notice is
delivered prior to the Merger Closing Date, the 
commitments of each Underwriter under the Bridge Facility shall be
transferred in an amount of at least £1.2 billion into a corresponding
commitment under an incremental tranche of term debt under the Senior
Facilities (“Tranche B”) or where
the Structure Notice is delivered after the Merger Closing Date , the Bridge
Facility shall be repaid in an amount of at least £1.2 billion from a drawing
under Tranche B (with commitments to make Tranche B loans being underwritten
pro rata by each Initial MLA under the Bridge Facility). The terms and
conditions for Tranche B, including as applicable where such terms and
conditions relate to Tranche A, Tranche A1, Tranche B1 and the RCF under the
Senior Facilities, shall be those terms and conditions set out in Appendix A-4
to this Commitment Letter (and shall be in addition to, and to be read in
conjunction with, the terms and conditions of the Senior Facilities set out in
Appendix A-3 to this Commitment Letter); and


 


(ii)                                  the remainder of the
commitment or outstandings under the Bridge Facility shall be replaced by or
refinanced with a high yield bond offering (or bridge facility commitment in
anticipation of the same) by NTL Cable plc. The terms and conditions of such
high yield bond offering (or bridge facility, as the case may be) shall be as
set out in the Engagement Letter or Appendix A-5 to this Commitment Letter (and
shall be in addition to, and to be read in conjunction with, the terms and
conditions of the Bridge Facility set out in Appendix A-1 to this Commitment
Letter).


 


(b)                                 The Structure Notice shall be
irrevocable and shall specify the proposed date (the “Structuring Date”) on which the
restructuring is to be effected, which shall be a date falling no later than
the Structuring Completion Date and shall be no less than 4 business days after
the date of the Structure Notice.


 


(c)                                  You further agree:


 


(i)                                     if the Structure Notice is
delivered prior to the Merger Closing Date, to implement each of Steps 1 and 2
set out in the page headed “Combination of Neptune and
Tiger” of the Steps Paper followed by Steps 3 to 10 set out on the
page headed “Post-Combination Restructuring - Second
Alternative (Structure 2)”, culminating in the structure set out on
the page headed “Second Alternative (Structure 2) – Final
Structure”, such that all of those steps are completed on the Merger
Closing Date;


 


9

















 


(ii)                                  if NTL Inc. receives a
negative IRS Ruling prior to the Merger Closing Date, to implement each of
Steps 1 and 2 set out in the page headed “Combination of Neptune and
Tiger” of the Steps Paper followed by Steps 3 to 8 set out on the
page headed “Post-Combination Restructuring – First
Alternative (Structure 1)” of the Steps
Paper, culminating in the structure set out on the page headed “First Alternative (Structure 1) – Final Structure”, such
that all of those steps are completed on the Merger Closing Date; or


 


(iii)                               if NTL Inc. receives neither a
negative nor a positive IRS Ruling prior to the Merger Closing Date, to
implement each of Steps 1 and 2 set out on the page headed “Combination of Neptune and Tiger” of the Steps Paper,
culminating in the structure set out on the page headed “Interim
Structure After Step 2” such that all of those steps are completed
on the Merger Closing Date, and thereafter:


 


(1)                                  if a negative IRS Ruling is
obtained prior to the Structuring Completion Date, to implement each of Steps 3
to 8 set out on the page headed “Post-Combination
Restructuring - First Alternative (Structure 1)” of
the Steps Paper, culminating in the structure set out on the page headed “First Alternative (Structure 1) – Final Structure”, such
that all such steps are completed on the same business day and in any event by
no later than 10 business days after such negative IRS Ruling is received;


 


(2)                                  if a positive IRS Ruling is
obtained prior to the date falling 10 business days prior to the Structuring
Completion Date, at the option of the Borrowers:


 


(A)                              to deliver a Structure Notice
and thereafter to implement each of Steps 3 to 10 set out on the page headed “Post Combination Restructuring – Second Alternative (Structure 2)”
of the Steps Paper, culminating in the structure set out on the page headed “Second Alternative (Structure 2) – Final Structure”, such
that all such steps are completed on the same business day and in any event by
no later than 10 business days after such positive IRS Ruling is received; or


 


(B)                                to implement each of Steps 3
to 8 set out on the page headed “Post-Combination
Restructuring - First Alternative (Structure 1)” of
the Steps Paper, culminating in the structure set out on the page headed “First Alternative (Structure 1) – Final Structure”, such
that all such steps are completed on the same business day and in any event by
no later than 10 business days after such positive IRS Ruling is received; and


 


(3)                                  if neither a negative nor a
positive IRS Ruling is obtained prior to the date falling 10 business days
prior to the Structuring Completion Date, to implement each of Steps 3 to 8 set
out on the page headed “Post-Combination
Restructuring - First Alternative (Structure 1)” of
the Steps Paper, culminating in the structure set out on the page headed “First Alternative (Structure 1) – Final Structure”, such
that all such steps are completed on the same business day and in any event by
no later than the Structuring Completion Date.


 


(d)                                 At any time after the
Structuring Date, (i) references in the Commitment Documents to the “Debt
Financing” shall be construed as references to the Debt Financing after taking
account of the restructuring effected pursuant to the terms of this paragraph
13 and (ii) references to the “Senior Facilities” shall mean the Senior
Facilities including Tranche B.


 


10

















 


14.                               Accession
of Additional Underwriters


 


(a)                                  Each of the
Initial MLAs and the Initial Underwriters may, at any time following
consultation with you, require that any one or more additional lenders become
party to the Commitment Documents as an additional underwriter (each, an “Additional Underwriter” and, together with the Initial
Underwriters, the “Underwriters”)
by executing an accession notice substantially in the form of Annex 2 to this
Commitment Letter or with such amendments as the Initial MLAs and Initial
Underwriters may agree (an “Accession Notice”).
You agree, promptly upon request by the Initial MLAs, to countersign any
Accession Notice for such purpose and upon your countersignature thereof, you
agree to the roles or titles granted to such Additional Underwriters as
specified in such Accession Notice and to the commitment of each such
Additional Underwriter as an underwriter of the Debt Financing.


 


(b)                                 Upon the
execution of an Accession Notice:


 


(i)                                     the relevant
Additional Underwriter and each of the then existing parties to this Commitment
Letter will assume such obligations towards one another and/or acquire such
rights against each other as they would each have assumed or acquired had the
relevant Additional Underwriter been an original party hereto as an Underwriter
and the relevant Additional Underwriter shall become a party to the Commitment
Documents as an Underwriter;


 


(ii)                                  the commitments
of the Initial Underwriters (as at the date of the relevant Accession Notice)
under the Senior Facilities and/or the Bridge Facility (as applicable) shall be
reduced on a pro rata basis by an amount which, when aggregated together, is
equal to the commitment of the relevant Additional Underwriter (as specified in
the Accession Notice) under the Senior Facilities and/or the Bridge Facility
(as applicable); and


 


(iii)                               each Additional
Underwriter that has, pursuant to the relevant Accession Notice, been appointed
as an additional mandated lead arranger (each, an “Additional
Mandated Lead Arranger” and together with the Initial MLAs the “Mandated Lead Arrangers”) under the Senior Facilities or the
Bridge Facility, as applicable, shall thereafter be deemed to be a Mandated
Lead Arranger for the purposes of the 
Commitment Documents.


 


(c)                                  Each Additional
Underwriter that has executed an Existing Accession Notice may from time to
time agree with the Initial MLAs, NTL Inc. and NTLIH, to amend the terms of
such Existing Accession Notice by executing an amendment and restatement to
such Existing Accession Notice, and the prior consent of any other Arranger,
Underwriter or person shall not be required.


 


15.                               Governing
Law and Jurisdiction


 


This Commitment Letter (including the attached Annexes and Appendices,
other than Appendix A-1 and Appendix A-2) shall be governed by and construed in
accordance with English law. Appendices A-1 and A-2 shall be governed by and
construed in accordance with New York law.


 


You and we agree that the courts of England have jurisdiction to settle
any disputes in connection with the Commitment Documents (other than Appendices
A-1 and A-2) and accordingly you and we submit to the exclusive jurisdiction of
the English courts and waive any defence of inconvenient forum which may be
available.


 


11

















 


16.          Third Party Reliance


 


Save as expressly provided otherwise in this Commitment Letter, a
person who is not a party to this Commitment Letter may not rely on it and the
terms of the Contracts (Rights of Third Parties) Act 1999 are excluded. The
parties to this Commitment Letter may amend this Commitment Letter in writing
without the consent of any third party.


 


17.          Survival


 


In any event, the provisions of paragraphs 7, 8, 11, 12,  15, 16, 17 and 18 of this Commitment Letter
shall survive the termination of the obligations of any of the parties under
this Commitment Letter or its expiry.


 


18.          Commitment and Termination


 


(a)                                  The commitments of the Initial
MLAs and the Initial Underwriters under this Commitment Letter will commence
upon your signature, and return of the Commitment Documents and upon such
signature the commitments as set out in the Original Commitment Letter shall
terminate, but without prejudice to paragraph 17 of the Original Commitment
Letter.


 


(b)                                 Following your acceptance of
this Commitment Letter as provided in sub-paragraph (a) above, this Commitment
Letter shall terminate on the earlier of:


 


(i)                                     on 2 October 2006, unless the
first drawdown under the Senior Facilities has occurred on or before that date;
or


 


(ii)                                  the termination of the Merger
Agreement other than as a result of the Merger being consummated.


 


(c)                                  You may terminate the
appointment of any Mandated Lead Arranger or the commitment of any Underwriter
hereunder (by written notice to the other parties to this Commitment Letter) if
such Mandated Lead Arranger or Underwriter breaches any term of the Commitment
Documents relating to a failure to fund its commitments in accordance with this
Commitment Letter and upon such termination you shall (save as provided in this
paragraph 18) have no further obligations to such Mandated Lead Arranger or
Underwriter under the Commitment Documents.


 


(d)                                 You may, on not less than 5
business days prior written notice to the Initial MLAs, terminate the
commitments hereunder with respect to Tranche A1 and Tranche B1 (in whole but
not in part only) if the Baseball Scheme either fails, is withdrawn, is amended
in a manner which would have the affect of failure to satisfy the initial
conditions precedent to the availability of Tranche A1 and Tranche B1 or a
takeover offer under the City Code is made by the Baseball Bidcos.


 


19.                               Classification


 


We will treat you for the purposes of our respective appointments as
lead arranger and underwriter under this Commitment Letter, as an intermediate
customer within the meaning of and for the purposes of the Financial Services
Authority Handbook of Rules and Guidance (the “Handbook”). In addition, you agree that you will, at any time
upon the request of the Mandated Lead Arrangers and the Underwriters and in
connection with the requirements set out in the Handbook, provide the Mandated
Lead Arrangers and the Underwriters within a reasonable period after such
request, documentation evidencing the existence, ownership and control of any
obligors under the loan documentation in relation to the Debt Financing.


 


12

















 


20.          Amendments
and Waivers


 


(a)                                  Subject
to sub-paragraph (b) hereof, any provision of the Steps Paper or this
Commitment Letter or any of the Annexes or Appendices hereto may be amended,
waived, varied or modified with the agreement of NTL Inc., the Initial MLAs and
those Underwriters whose commitments aggregate to more than 66 2/3% of the
total commitments under the Senior Facilities (with respect to any matter
relating to the Senior Facilities) or 50.1% of the total commitments under the
Bridge Facility (with respect to any matter relating to the Bridge Facility),
as applicable, and any such amendment or waiver will be binding on all parties
hereto.


 


(b)                                 Any
amendment, waiver, variation or modification shall require the consent of each
of the Mandated Lead Arrangers and Underwriters affected thereby, if it results
in:


 


(i)            any
increase in, or extension of maturity of, any commitment;


 


(ii)                                  any
reduction in the Interest Margin, any changes to the margin ratchet grid or any
reduction in the fees payable to the Mandated Lead Arrangers and the
Underwriters or any other amounts payable under the Commitment Documents;


 


(iii)                               any
change in the currency of any payment to be made to the Mandated Lead Arrangers
and the Underwriters under the Commitment Documents;


 


(iv)                              any
amendments, waivers, variations or modifications to paragraph 13 or to the
Steps Paper, unless such amendments, waivers, variations or modifications do
not, in the reasonable opinion of the Initial MLAs, materially prejudice the
interests of the Mandated Lead Arrangers and Underwriters; or


 


(v)                                 any
amendment, variation or modification to this paragraph.


 


21.          General


 


The offer contained in this Commitment Letter shall remain in effect
until close of business in New York on 3 March 2006 at which time it will
expire, unless written acceptance of each of the Commitment Documents has been
received by each of the Initial MLAs (marked for the attention of Jonathan
Bowers (in the case of Deutsche Bank AG, London Branch), Paul Davis (in the
case of J.P. Morgan Plc), David Vaughan (in the case of The Royal Bank of
Scotland plc) and Alison Howe (in the case of Goldman Sachs International))
from you in accordance with the instructions set out above.


 


This Commitment Letter may be signed in any number of counterparts,
which shall have the same effect as if the signatures on the counterparts were
signatures on a single copy of this Commitment Letter.


 


The provisions of this Commitment Letter supersede all prior oral
and/or written understandings and agreements related to the Financing and
together with the other Commitment Documents shall (until the execution and
delivery of the Financing Documentation), comprise the entire agreement (in
respect of the matters referred therein) between us.


 


Please indicate your acceptance of this Commitment Letter by
countersigning this Commitment Letter in the space indicated below, whereupon
it shall constitute a binding agreement between us and return it together with
the other signed Commitment Documents to each of the Initial MLAs (marked in each case for the attention of
the relevant person specified above).


 


13

















 


We look forward to your favourable response to our proposal and to your
mandate to us to proceed with this transaction.


 


Yours faithfully,


 


The Initial MLAs


 


For and on behalf of


DEUTSCHE
BANK AG, LONDON BRANCH


 


 


	
  Name:

  	
   

  	
  Name:

  
	
  Title:

  	
   

  	
  Title:

  



 


 


For and on behalf of


J.P.
MORGAN PLC


 


 


Name:


Title:


 


 


For and on behalf of


THE
ROYAL BANK OF SCOTLAND PLC


 


 


Name:


Title:


 


 


For and on behalf of


GOLDMAN SACHS INTERNATIONAL


 


 


Name:


Title:


 


14

















 


The Initial Underwriters


 


For and on behalf of


DEUTSCHE
BANK AG, LONDON BRANCH


 


 


	
  Name:

  	
   

  	
  Name:

  
	
  Title:

  	
   

  	
  Title:

  



 


 


For and on behalf of


JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION


 


 


Name:


Title:


 


 


For and on behalf of


THE
ROYAL BANK OF SCOTLAND PLC


 


 


Name:


Title:


 


 


For and on behalf of


GOLDMAN SACHS CREDIT PARTNERS L.P.


 


 


Name:


Title:


 


15

















 


We accept and agree the terms of the foregoing letter.


 


For and on behalf of

NTL INCORPORATED


 


 


Name:


Title:


 


Date:


 


 


For and on behalf of

NTL INVESTMENT HOLDINGS LIMITED


 


 


Name:


Title:


 


Date:


 


16

















 


ANNEX 1


 


Indemnification


 


1.                                       In the event that any of the
Mandated Lead Arrangers, the Underwriters or any of their respective affiliates
or any of their respective partners, directors, agents, advisers or employees
(each a “Relevant Person”) becomes
involved in any capacity in any action, proceeding, or investigation brought by
or against any person, including without limitation shareholders of the NTL
Inc., the Borrowers or any of their respective subsidiaries arising out of, in
connection with or as a result of either the commitment or any matter referred
to in the Commitment Documents, you agree promptly on request to reimburse the
Relevant Person for its reasonable legal and other expenses (including the
reasonable cost of any investigation and preparation of any defence) arising
out of or incurred in connection therewith. You also agree (provided that in
doing so, you and your subsidiaries’ respective positions are not prejudiced
(including by acting contrary to any confidentiality undertaking or so as to
prejudice any legal privilege to which they are entitled)) to afford reasonable
cooperation to each Relevant Person and to give, so far as you are able to
procure the giving of, all such information and render all such assistance to
the Relevant Persons as they may reasonably request in connection with any such
action, proceeding or investigation and not to take any action which might
reasonably be expected to prejudice the position of a Relevant Person in
relation to any such action, proceeding or investigation without the consent of
the Relevant Person concerned (such consent not to be unreasonably withheld). Notwithstanding
the aforesaid, you shall not be liable for any reimbursement or obliged to give
any information or render any assistance or be precluded from taking any action
pursuant to this paragraph, to the extent that any action, proceeding or
investigation arises from the gross negligence or wilful misconduct of the
Relevant Person in performing the services that are the subject of the
Commitment Documents.


 


2.                                       You also agree to indemnify
and hold harmless each Relevant Person from and against any and all losses,
liabilities, claims, damages, and reasonable costs or expenses incurred by such
Relevant Person in connection with or as a result of any action, claim, investigation
or proceeding commenced in relation to its appointments or commitments or any
matter referred to in the Commitment Documents and in particular (without
limitation to the generality of the foregoing) arising out of or in relation to
or in connection with any untrue statement (or alleged untrue statement) of a
material fact contained in any preliminary or final offering materials or
information memorandum prepared in connection with the Debt Financing
(including, without limitation, any preliminary summary of the Debt Financing
prepared by the Mandated Lead Arrangers) or any filings with or submissions to
any governmental or self regulatory authority or agency or securities exchange,
in each case, approved by you or your professional advisers on your behalf, or
caused by an omission (or alleged omission) to state therein a material fact
necessary to make the statements therein in the light of the circumstances
under which they are made, not misleading, except to the extent that any such
losses, liabilities, claims, damages, costs or expenses are the result of gross
negligence or wilful misconduct of the Relevant Person in performing the
services that are the subject of the Commitment Documents.


 


3.                                       You
also agree that the Relevant Persons shall not have any liability including,
but not limited to, any direct, indirect, incidental or consequential damages
to you or any person asserting  claims on
your behalf arising out of or in connection with or as a result of performing
the services that are the subject of the Commitment Documents, except (i) to
the extent such liability is the result of gross negligence or wilful
misconduct of the Relevant Person in performing the services that are the
subject of the Commitment Documents or (ii) liability of the Relevant Person to
you resulting from a breach of such Relevant Person’s obligations under the
Commitment Documents.


 


17

















 


4.                                       Each Relevant Person may rely on the terms of this Commitment
Letter.


 


5.                                       No
provision of this Commitment Letter shall apply so as to exclude any liability
of the Relevant Persons which by the Handbook or other applicable law or
regulations cannot be excluded by agreement with you.


 


18

















 


ANNEX 2


FORM OF ACCESSION NOTICE


 


This accession notice is entered into on [•] by [name of Institution] (the “Additional Underwriter”) in favour of each of the parties
(as at the date hereof) to the commitment letter dated [•] February 2006 (which amends and restates a
commitment letter dated 14 December 2005) originally addressed to NTL Inc. and
NTLIH by the Initial MLAs and the Initial Underwriters (the “Commitment Letter”).


 


1.                                      Terms
defined in the Commitment Letter shall, subject to any contrary indication,
have the same meanings in this accession notice.


 


2.                                      The Additional Underwriter shall be conferred the
title of  [Mandated Lead Arranger]  [Joint Lead Arranger][other] in
relation to the Senior Facilities [and [•] in relation to the Bridge Facility] [and accepts its
appointment as [•]
under the Engagement Letter] (1)


 


3.                                      [Name of Institution] agrees to commit:


 


(a)           £[•] of the Senior Facilities to
be allocated as follows: (2)            [•]


 


(b)           £[•] of the Bridge Facility] (3).


 


Such underwriting shall reduce pro rata the commitments of the Initial
Underwriters.


 


4.                                      The
Additional Underwriter confirms that it has received a copy of the Commitment
Letter together with such other information as it has required in connection
with this transaction and that it has not relied and will not rely on the
Initial MLAs or the Initial Underwriters 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 Initial MLAs or the Initial Underwriters to assess or keep under review
on its behalf the financial condition, creditworthiness, condition, affairs,
status or nature of the Group.


 


5.                                      The
Additional Underwriter undertakes, upon its becoming party to the Commitment
Letter, to perform in accordance with their terms all those obligations
expressed to be undertaken under the Commitment Letter by a [Mandated Lead Arranger
and Underwriter], and agrees that it shall be
bound by the Commitment Letter as if it had been an original party thereto as a
[Mandated Lead Arranger and Underwriter], provided that notwithstanding the provisions of paragraph
5(a)(i) of the Commitment Letter, the Additional Underwriter agrees to maintain
its commitments under paragraph 3 above until close of primary syndication
unless otherwise agreed with the Initial MLAs.


 


6.                                      None
of the Initial MLAs and the Initial Underwriters make any representation or
warranty and assume no responsibility with respect to the legality, validity,
effectiveness, adequacy or enforceability of the Commitment Letter, any other
Commitment Document or other document relating to it and assume no
responsibility for the financial condition of the Group or for the performance
and observance by any member of the Group of any of its obligations under the
Commitment Letter, any Commitment Document or any other document relating to it
and any and all such conditions and warranties, whether express or implied by
Law or otherwise, are excluded.


 






(1) Delete and complete as
applicable.


(2)
Insert details of allocation.


(3)
Complete as applicable.


 


19

















 


7.                                      Each
of the Initial MLAs and the Initial Underwriters gives notice that nothing in
this accession notice or in the Commitment Letter (or any Commitment Document
or other document relating to it) shall oblige such Initial MLA or such Initial
Underwriter (a) to accept a re-transfer from the Additional Underwriter of the
whole or any part of its rights, benefits and/or obligations under the
Commitment Documents transferred pursuant to this accession notice or (b)
to support any losses directly or indirectly sustained or incurred by
the  Additional Underwriter for any
reason whatsoever (including the failure by any member of the Group or any
other party to the Commitment Documents (or any document relating to them) to
perform its obligations under any such document) and the  Additional Underwriter acknowledges the
absence of any such obligation as is referred to in (a) and (b) above.


 


8.                                      In consideration
of execution of this accession notice by the Additional Underwriter, the
Initial MLAs and the Initial Underwriters agree to pay to the Additional
Underwriter the fees as set out in the additional fees letter made between the
Additional Underwriter, the Initial MLAs and the Initial Underwriters on or
about the date hereof.


 


This accession notice may be signed in any
number of counterparts, which shall have the same effect as if the signatures
of the counterparts were signatures on a single copy of this accession notice.


 


This accession notice and the rights,
benefits and obligations of the parties hereunder shall be governed by and
construed in accordance with English Law.


 


20

















 


The Additional Underwriter


 


For and on behalf of


[Name of Additional Underwriter]


 


Name:


 


Title:


 


 


Acknowledged and agreed:


 


The Initial MLAs


 


For and on behalf of


DEUTSCHE BANK AG, LONDON BRANCH


 


	
  Name:

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Title:

  



 


 


For and on behalf of


J.P. MORGAN PLC


 


Name:


 


Title:


 


 


For and on behalf of


THE ROYAL BANK OF SCOTLAND PLC


 


Name:


 


Title:


 


 


For and on behalf of


GOLDMAN SACHS INTERNATIONAL


 


Name:


 


Title:


 


21

















 


The Initial Underwriters


 


For and on behalf of


DEUTSCHE
BANK AG, LONDON BRANCH


 


 


	
  Name:

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Title:

  



 


 


For and on behalf of


JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION


 


 


Name:


 


Title:


 


 


For and on behalf of


THE
ROYAL BANK OF SCOTLAND PLC


 


 


Name:


 


Title:


 


 


For and on behalf of


GOLDMAN
SACHS CREDIT PARTNERS L.P.


 


 


Name:


 


Title:


 


22

















 


Acknowledged and agreed:


 


For and on behalf of


NTL INCORPORATED


 


Name:


 


Title:


 


 


For and on behalf of


NTL INVESTMENTS HOLDINGS LIMITED


 


Name:


 


Title:


 


23

















 


APPENDIX A-1


 


PROJECT VANILLA


 


Commercial Terms of Proposed Senior
Bridge Facility


 


All capitalized terms used herein but not defined herein shall have the
meanings provided in the Commitment Letter.


 


	
  The Borrower:

  	
   

  	
  Merger Sub or, following the completion of the Merger, NTL Inc. (the
  “Borrower”).

  
	
   

  	
   

  	
   

  
	
  Bridge Facility:

  	
   

  	
  £1,800,000,000 (equivalent) senior bridge facility.

  
	
   

  	
   

  	
   

  
	
  Facility Agent(s):

  	
   

  	
  J.P. Morgan Europe Limited (the “Agent”).

  
	
   

  	
   

  	
   

  
	
  Lead Arrangers and Joint
  Bookrunners:

  	
   

  	
  Deutsche Bank AG, London Branch, J.P. Morgan plc, The Royal Bank of
  Scotland plc and Goldman Sachs International and/or their respective
  designated affiliates (the “Arrangers”).

  
	
   

  	
   

  	
   

  
	
  Currency:

  	
   

  	
  £, € or US$ in allocations to be determined by the Arrangers; provided, that at the option of the
  Borrower, up to 50% of the aggregate principal amount will be denominated in
  £.

  
	
   

  	
   

  	
   

  
	
  Bridge Lenders:

  	
   

  	
  Subject to “Assignment and Participation of Loans,” the Arrangers or
  their affiliated institutions and a syndicate of banking and financial institutions
  arranged by the Arranger in consultation with the Borrower, including any
  Additional Underwriters in respect of the Bridge Facility (the “Bridge Lenders”).

  
	
   

  	
   

  	
   

  
	
  Initial Bridge Loans:

  	
   

  	
  The Bridge Lenders will make loans (the “Initial Bridge Loans”) to the Borrower in an aggregate
  principal amount not to exceed £1,800,000,000 (equivalent).

  
	
   

  	
   

  	
   

  
	
  Availability and Purpose of Initial
  Bridge Loans:

  	
   

  	
  The Initial Bridge Loans will be available for a single drawing
  simultaneously with the initial funding under the Senior Facilities and the
  proceeds thereof will be used (i) to finance part of the consideration for
  the Merger, (ii) to refinance existing indebtedness of the NTL Group and/or
  the Telewest Group and (iii) to pay the costs and expenses incurred in connection
  with the Merger and/or the Debt Financing.

   

  Amounts borrowed under the Bridge Facility and 

  



 

















 


	
   

  	
   

  	
  repaid or prepaid may not be reborrowed.

  
	
   

  	
   

  	
   

  
	
  Initial Maturity Date and Exchange
  of the Initial Bridge Loans:

  	
   

  	
  The Initial Bridge Loans will mature on the date falling twelve
  months (the “Initial Maturity Date”) after
  the Merger Closing Date; provided, however, that, subject to “Conditions to
  Extension” below, the maturity of the Initial Bridge Loans will be
  automatically extended on the Initial Maturity Date until the tenth
  anniversary of the Merger Closing Date (the “Extended
  Maturity Date” and, such extended maturity loans, the “Extended
  Term Loans”). The Extended Term Loans will have the same material terms as
  the Initial Bridge Loans except as set forth in this exhibit.

  
	
   

  	
   

  	
   

  
	
  Conditions to Extension:

  	
   

  	
  Extension of the maturity of the Initial Bridge Loans is subject to
  the Borrower or any significant subsidiary thereof not being subject to
  bankruptcy or other insolvency proceedings.

  
	
   

  	
   

  	
   

  
	
  Availability of the Exchange
  Securities:

  	
   

  	
  At any time and from time to time on or after the Initial Maturity
  Date at the option of the applicable holder, Extended Term Loans may be
  exchanged in whole or in part for long-term exchange notes (the “Exchange Securities”). The principal amount of any
  Exchange Security will equal 100% of the aggregate principal amount
  (including any accrued interest not required to be paid in cash) of the
  Extended Term Loan for which it is exchanged.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  When issued, the Exchange Securities will be governed by an indenture
  to be entered into between the Borrower and a trustee that is acceptable to
  the Borrower and the Agent and on terms not less favorable to the Borrower
  than the terms in NTL Cable plc’s existing high-yield indenture, that
  contains covenants, events of default and other provisions that are not less
  favorable to the Borrower than the equivalent provisions in NTL Cable plc’s
  existing high-yield indenture (with, in the case of covenants and events of
  default, any baskets and thresholds to be adjusted to reflect the size and
  nature of the business of the Borrower and its subsidiaries) and which
  complies with the U.S. Trust Indenture Act.

  
	
   

  	
   

  	
   

  
	
  Guarantees:

  	
   

  	
  Guaranteed on a senior basis by Telewest Global, Inc. and, after its
  formation, a new intermediate holdco above NTL, Inc. (“Telewest
  Holdco”) (upon consummation of the transaction Telewest Global,
  Inc. will be changing its name to NTL Inc. and NTL

  



 


2

















 


	
   

  	
   

  	
  Inc. will be changing its name to NTL Holdings Inc. However, for
  simplicity this term sheet does not reflect these name changes). After the
  merger of NTL Inc. and CCFC, to be guaranteed by DRC.

  
	
   

  	
   

  	
   

  
	
  Collateral:

  	
   

  	
  Subject to US tax limitations and, with respect to the Exchange Securities,
  subject to limitations in NTL Cable plc’s existing high yield bond covenants,
  security over the shares of NTL, Inc., Telewest Holdco, NTL (UK) Group Inc.
  and NTL Communications Limited.

  
	
   

  	
   

  	
   

  
	
  Final Maturity Date:

  	
   

  	
  The Final Maturity Date of the Exchange Securities and the Extended
  Term Loans will be the tenth anniversary of the Merger Closing Date.

  
	
   

  	
   

  	
   

  
	
  Interest Rates

  	
   

  	
  As set forth on Annex I hereto.

  
	
   

  	
   

  	
   

  
	
  Ranking:

  	
   

  	
  The Initial Bridge Loans, the Extended Term Loans and the Exchange
  Securities shall be pari passu
  with all senior debt of the Borrower.

  
	
   

  	
   

  	
   

  
	
  Mandatory Redemption:

  	
   

  	
  To the extent permitted under the Senior Facilities, the Borrower
  will be required to prepay Initial Bridge Loans and Extended Term Loans on a
  pro rata basis, at par plus accrued and unpaid interest, from the net
  proceeds (after deduction of (except in the case of clause (iv) below) among
  other things, mandatory repayments and permitted reinvestments under the
  Senior Facilities) from

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)  except in the case of debt described in clause (iv)
  below, the incurrence of any debt by the Borrower or any of its restricted
  subsidiaries, subject to agreed exceptions,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)  the issuance of any equity by the Borrower or any of
  its subsidiaries, subject to customary exceptions,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)  all non-ordinary course asset sales by the Borrower
  or any of its subsidiaries (with customary exceptions), or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)  the issuance of the debt securities for the purpose
  of refinancing the Bridge Facility.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Borrower will be required to prepay all Initial Bridge Loans and
  Extended Term Loans at 100% of par plus accrued and unpaid interest, and
  offer to repurchase all the Exchange Securities (and any 

  



 


3

















 


	
   

  	
   

  	
  Extended Term Loans bearing interest at the Fixed Rate (as defined in
  Annex I)) at 101% of par plus accrued and unpaid interest, upon the
  occurrence of a change of control (to be defined in a customary manner).

   

  If a Structure Notice is provided after the Merger Closing Date, the
  Borrower shall repay the Initial Bridge Loans on the Structure Date (subject
  to a contemporaneous borrowing by NTL Cable plc of £600,000,000 under the
  Alternative Bridge Facility or the issuance of high yield notes in lieu
  thereof).

  
	
   

  	
   

  	
   

  
	
  Optional Prepayment of Initial
  Bridge Loans and Floating Rate Extended Term Loans:

  	
   

  	
  Additionally, the Initial Bridge Loans and Extended Term Loans (other
  than Extended Term Loans bearing interest at the Fixed Rate) may be prepaid,
  in whole or in part, at the option of the Borrower, at any time at par plus
  accrued and unpaid interest, subject in the case of Initial Bridge Loans and
  such Extended Term Loans to reimbursement of the Bridge Lenders’ actual
  redeployment costs in the case of a prepayment of borrowings other than on the
  last day of the relevant interest period).

  
	
   

  	
   

  	
   

  
	
  Optional Prepayment of Exchange
  Securities and Fixed Rate Extended Term Loans:

  	
   

  	
  Each Exchange Security (and any Extended Term Loan bearing interest
  at the Fixed Rate) will be callable for five years from the Merger Closing
  Date (and also subject to the equity clawback provisions described below) at
  par plus accrued interest plus the Applicable Premium (to be defined in a
  customary manner) and will be callable thereafter at par plus accrued
  interest plus a premium equal to 50% of the coupon in effect on the date its
  interest rate is fixed, which premium shall decline rateably on each yearly
  anniversary of the Merger Closing Date to zero two years before the maturity
  of the Exchange Securities. The Exchange Securities (and any Extended Term
  Loan bearing interest at the Fixed Rate) will also contain tax redemption
  provisions not less favorable to the Borrower than the equivalent provisions
  in NTL Cable plc’s existing high-yield indenture.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  On or before the third anniversary of the Merger Closing Date, the
  Borrower may redeem, subject to provisions relating to senior indebtedness
  not less favorable to the Borrower than the equivalent provisions in NTL
  Cable plc’s existing high-yield indenture, up to 35% of the principal amount
  of the Exchange Securities at a price equal to par plus the coupon on such
  Exchange Securities, together with 

  



 


4

















 


	
   

  	
   

  	
  accrued and unpaid interest, if any, to the redemption date, with the
  net proceeds of one or more Equity Offerings (to be defined in a manner not
  less favorable to the Borrower than in NTL Cable plc’s existing high-yield
  indenture) within 90 days of such Equity Offerings.

  
	
   

  	
   

  	
   

  
	
  Representations and Warranties:

  	
   

  	
  Usual for facilities and transactions of this type and substantially
  identical to the Senior Facilities.

  
	
   

  	
   

  	
   

  
	
  Conditions to Funding:

  	
   

  	
  Equivalent to those for the Senior Facilities (with references to the
  Facility Agent therein to be deemed to be references to the Agent) and
  additionally the payment of all fees and expenses owing to the Bridge Lenders
  under the terms of the Bridge Facility and the Commitment Letter and related
  fee arrangements.

  
	
   

  	
   

  	
   

  
	
  Affirmative Covenants:

  	
   

  	
  In the case of the Initial Bridge Loans and the Extended Term Loans,
  affirmative covenants (to be applicable to Telewest Global, Inc. and its
  subsidiaries) including as to provision of information, to be substantially
  identical to the Senior Facilities.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In the case of the Exchange Securities, affirmative covenants to be
  customary for a high yield indentures.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In addition, the Borrower will, and will cause its subsidiaries to,
  use their respective reasonable best efforts to issue and sell debt
  securities to refinance the Bridge Loans (the “Refinancing
  Securities”) at a time and on terms to be determined by the
  Borrower in consultation with the Arrangers.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In connection with such an offering, the Borrower will (and will
  cause its subsidiaries to) (i) prepare an offering memorandum and registration
  statement and other materials relating to the Refinancing Securities (or if a
  shelf registration is not available, prepare an offering memorandum in
  customary form for high yield bond offerings pursuant to Rule 144A/Regulation
  S, with U.S. SEC registration rights) (including, in each case, all
  historical, pro forma and other financial and other information required
  under applicable securities laws giving due regard to the financial condition
  and prospects of the Borrower and to the type of information and level of
  detail of such information that is reasonably required to market the
  Refinancing Securities and 

  



 


5

















 


	
   

  	
   

  	
  specify whether any holders of Refinancing Securities are selling
  Refinancing Securities pursuant to such offering memorandum), (ii) satisfy
  (to the extent applicable) customary closing conditions and other
  requirements for such bond offerings, including delivery of legal opinions
  and auditors’ comfort letters, (iii) prepare, participate in and complete the
  appropriate ratings agency presentations, (iv) to the extent reasonably
  requested by the Arrangers, list the Refinancing Securities on an acceptable
  stock exchange chosen by the Borrower and (v) prepare, participate in and
  complete a “road show” and meetings with research analysts. The Borrower will
  also enter into an underwriting agreement on terms not less favorable to the
  Borrower than the equivalent provisions in NTL Cable plc’s most recent
  underwriting agreement.

  
	
   

  	
   

  	
   

  
	
  Financial Covenants:

  	
   

  	
  In the case of the Initial Bridge Loans, financial covenants
  equivalent to those for the Senior Facilities, to be tested for the same
  entities as for the Senior Facilities; provided, however, that the financial
  covenant ratios shall be set by increasing (or decreasing) (versus the agreed
  base case) the relevant absolute component amount used in determining the
  applicable covenant by 10%.

  
	
   

  	
   

  	
   

  
	
  Negative Covenants:

  	
   

  	
  In respect of the Initial Bridge Loans, negative covenants equivalent
  to those for the Senior Facilities, adjusted to reflect differences in
  borrowers, guarantors, ranking, security and structure (but to exclude (i)
  leverage-based dividends baskets, (ii) the payment of dividends or fees or
  the making of loans, in each case to repay or service Guaranteed Parent Debt
  (as defined in Appendix A-3 to the Commitment Letter) and (iii) the payment
  of dividends or fees or the making of loans, in each case with the proceeds
  of any disposal of the “Content business” or the “NTL — Business Segment”
  (each as referenced in Appendix A-3 to the Commitment Letter).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In respect of Extended Term Loans or Exchange Securities, the
  following negative covenants (to be based where applicable on NTL Cable plc’s
  existing high yield bond covenants):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.             Limitations on
  indebtedness.

  



 


6

















 


	
   

  	
   

  	
  2.

  	
  Limitations on restricted payments.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  Limitations on transactions with affiliates.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.

  	
  Limitations on liens.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.

  	
  Limitations on asset sales.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.

  	
  Limitation on dividends and other payment restrictions affecting
  restricted subsidiaries.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  7.

  	
  Reporting.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8.

  	
  Limitations on mergers, consolidations or sales of all or
  substantially all assets.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  9.

  	
  Limitation on permitted business activities.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  10.

  	
  Anti-layering.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  11.

  	
  Limitations on guarantees of other indebtedness.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  12.

  	
  Maintenance of security.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In addition, the covenants referred to above for the Extended Term
  Loans and the Exchange Securities will be keyed to the Telewest Global, Inc.
  level and specifically provide for:



  •     Incurrence
  of debt: consolidated ratio test for incurring debt at the Telewest Global,
  Inc. level

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •      Anti-layering
  covenant: no incremental debt can be incurred between NTL Cable plc and NTL
  Inc., subject to exceptions to be agreed.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •      Either (i)
  NewCorp (the parent company to NTL (UK) Group, Inc. and NTL Cable plc) or
  (ii) NTL (UK) Group, Inc., will remain the ultimate holder of 100% of the
  shares of the intermediate holding companies.

  
	
   

  	
   

  	
   

  
	
  Events of Default:

  	
   

  	
  The Bridge Facility will contain events of default equivalent to
  those for the Senior Facilities, subject to customary adjustments for a
  subordinated facility.



  The Exchange Securities will contain events of default customary for
  high yield indentures.

  



 


7

















 


	
  Securities Demand

  	
   

  	
  Upon notice by at least three of the four Arrangers (a “Securities Notice”) at any time and from time to time
  following the date that is 6 months after the Merger Closing Date and prior
  to the date that is twelve months after the Merger Closing Date, the Borrower
  will, after a road show and marketing period customary for similar offerings
  (as determined by the Arrangers after consultation with you and in any event
  not less than 10 business days), issue and sell such aggregate principal
  amount of £/$/€-denominated debt securities (the “Demand
  Securities”) as will generate gross proceeds sufficient to
  refinance (in whole or in part as determined by the Arrangers in their sole
  discretion) the Bridge Facility, in each case upon such terms and conditions
  as may be reasonably specified by the Arranger in such Securities Notice;
  provided, however, that (i) such Demand Securities will be issued
  through a registered public offering or (if a shelf registration is not
  immediately available) a private placement for resale pursuant to
  Rule 144A and/or Regulation S with standard US SEC registration rights
  for Rule 144A offerings, (ii) such Demand Securities will not mature any
  earlier than six months after the scheduled maturity of the Senior Facilities
  (as in effect on the Merger Closing Date) and will contain such terms,
  covenants, events of default, subordination provisions, and redemption
  provisions, and shall be denominated in such currencies, as are customary for
  similar financings as determined by the Arrangers in consultation with you,
  (iii) such Demand Securities will bear a fixed rate of interest (or an
  equivalent floating rate, based on the swap rate for floating instruments
  with the same call protection and taking into account swap costs and other
  relevant factors, provided that no more than 30% of the aggregate principal
  amount of Demand Securities will bear a floating rate of interest, unless the
  Borrower otherwise consents) based on then prevailing market conditions as
  determined by the Arrangers; provided, however,
  that, without your consent, the total interest rate per annum
  payable on such Demand Securities shall not exceed 12.5% in respect of Bridge
  Loans denominated in Sterling and 11.5% in respect of Bridge Loans
  denominated in Euro or Dollars, (iv) no more than £200 million of the Demand
  Securities shall be denominated in £, unless the Arrangers decide otherwise,
  and (v) all other arrangements with respect to such Demand 

  



 


8

















 


	
   

  	
   

  	
  Securities shall be reasonably satisfactory in all respects to the
  Arranger in light of then prevailing market conditions and the financial
  condition and prospects of the NTL Group and the Telewest Group at the date
  of sale of the Demand Securities.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Following the issuance of a Securities Notice, the Borrower will
  assist the Underwriters in connection with customary marketing efforts for
  the sale of any such Demand Securities, including those steps referred to
  under “Affirmative Covenants.”

  
	
   

  	
   

  	
   

  
	
  Clean-up Period:

  	
   

  	
  Substantially identical to that for the Senior Facilities.

  
	
   

  	
   

  	
   

  
	
  Registration Rights with Respect to
  Exchange Securities:

  	
   

  	
  Standard US SEC shelf and exchange registration rights for Rule 144A
  offerings.

  
	
   

  	
   

  	
   

  
	
  Voting:

  	
   

  	
  Amendments and waivers of the documentation for the Bridge Facility
  and the other definitive credit documentation related thereto will require
  the approval of Bridge Lenders holding at least a majority of the outstanding
  Initial Bridge Loans, Extended Term Loans and Exchange Securities, except
  that the consent of each affected Bridge Lender and/or holder of a Exchange
  Security will be required for, among other things, (i) reductions of
  principal and interest rates and fees, (ii) extensions of the Initial
  Maturity Date, (iii) additional restrictions on the right to exchange
  Extended Term Loans for Exchange Securities or any amendment of the rate of
  such exchange or (iv) any amendment to the Exchange Securities that requires
  (or would, if any Exchange Securities were outstanding, require) the approval
  of all holders of Exchange Securities.

  
	
   

  	
   

  	
   

  
	
  Assignment and Participation of
  Loans:

  	
   

  	
  Subject to the prior approval of the Agent
  (such approval not to be unreasonably withheld), the Bridge Lenders will have
  the right to assign Bridge Loans and commitments to make Bridge Loans without
  the consent of the Borrower; provided, however, that prior to the Merger
  Closing Date, the consent of the Borrower in its sole discretion shall be
  required with respect to (i) any assignment if, subsequent thereto, the
  Arrangers would hold, in the aggregate, less than 50.1% of the commitments to
  make Initial Bridge Loans or would hold, as a result of such assignment and
  the sale of participating interests, beneficially less than 50.1% of the commitments
  to make Initial Bridge Loans or (ii) any assignment to any assignee other
  than an entity 

  



 


9

















 


	
   

  	
   

  	
  that is a lender under the Senior
  Facilities.

  
	
   

  	
   

  	
   

  
	
  Right to Transfer Exchange
  Securities:

  	
   

  	
  The holders of the Exchange Securities shall have the absolute and
  unconditional right to transfer such Exchange Securities, subject to
  applicable law.

  
	
   

  	
   

  	
   

  
	
  Yield Protection, Taxes and Other
  Deductions:

  	
   

  	
  The loan documents will contain yield protection provisions customary
  for similar transactions, protecting the Bridge Lenders in the event of
  unavailability of funding, funding losses, reserve and capital adequacy
  requirements.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  All payments to be free and clear of any present or future taxes,
  withholdings or other deductions whatsoever. The Bridge Lenders will use
  reasonable efforts to minimize to the extent possible any applicable taxes
  and the Borrower will indemnify the Bridge Lenders and the Agent for such
  taxes paid by the Bridge Lenders or the Agent.

  
	
   

  	
   

  	
   

  
	
  Provisional Funding:

  	
   

  	
  As provided in the term sheet applicable to the Senior Facilities.

  
	
   

  	
   

  	
   

  
	
  Permitted Acquisition:

  	
   

  	
  As provided in the term sheet applicable to the Senior Facilities.

  
	
   

  	
   

  	
   

  
	
  Content:

  	
   

  	
  As provided in the term sheet applicable to the Senior Facilities.

  
	
   

  	
   

  	
   

  
	
  Expenses:

  	
   

  	
  Customary provisions.

  
	
   

  	
   

  	
   

  
	
  Governing Law and Forum:

  	
   

  	
  With respect to the Initial Bridge Loans, England; with respect to
  the Extended Term Loans and Exchange Securities, New York.

  
	
   

  	
   

  	
   

  
	
  Counsel to the Arrangers:

  	
   

  	
  Simpson Thacher & Bartlett LLP.

  



 


10

















 


ANNEX I


 


Senior Bridge Facility

Interest Rates


 


	
  Initial Bridge Loans and Extended
  Term Loans:

  	
   

  	
  The Initial Bridge Loans and Extended Term Loans will accrue interest
  at a rate per annum equal to three month reserve-adjusted LIBOR/EURIBOR plus
  the Spread described below.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The “Spread” will
  initially be 600 basis points. If the Initial Bridge Loans are not repaid in
  whole within the three-month period following the Merger Closing Date, the
  Spread will increase by 50 basis points at the end of such three-month period
  and shall increase by an additional 50 basis points at the end of each three
  month period thereafter. At any time on or after the Initial Maturity Date,
  any Extended Term Loan shall, at the election of the applicable Bridge
  Lender, bear interest at a fixed rate per
  annum equal to the floating rate then in effect (the “Fixed Rate”).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Interest on the Initial Bridge Loans and the Extended Term Loans
  shall be payable on a quarterly basis in arrears in cash (except as provided
  below); provided, however, that
  at such time as the Extended Term Loan bears interest at the Fixed Rate,
  interest shall be payable semi-annually in arrears in cash (except as
  provided below).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notwithstanding the foregoing, the total interest rate per annum payable shall not exceed 12.5% in respect of
  Bridge Loans denominated in Sterling and 11.5% in respect of Bridge Loans
  denominated in Euro or Dollars. In no event shall the interest rate on the
  Initial Bridge Loans or Extended Term Loans exceed the highest rate permitted
  under applicable law.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Calculation of interest shall be on the basis of actual days elapsed
  in a year of 360 days.

  
	
   

  	
   

  	
   

  
	
  Exchange Securities:

  	
   

  	
  The Exchange Securities shall bear interest at a fixed rate per annum equal to the floating rate in
  effect at the time of exchange of any Extended Term Loan for such Exchange
  Securities.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Interest on the Exchange Securities will be payable semi-annually in
  arrears.

  
	
   

  	
   

  	
   

  
	
  Default Interest:

  	
   

  	
  During the continuance of
  any payment default under the Bridge Facility, the applicable interest rate
  shall increase by 2% per annum.

  



 

















 


APPENDIX A-2


 


CONFIDENTIAL


 


To:          NTL Incorporated
                NTL Investment Holdings
Limited 
                909 Third Avenue, Suite
2863
                New York, New York 10022




Attn :      James F. Mooney,
Chairman


3 March 2006


 


Project Vanilla - Notes Engagement
Letter


 


Dear Sirs:


 


NTL Incorporated (“NTL Inc.”)
and NTL Investment Holdings Limited (“NTL IH”
and, together with NTL Inc. and its other subsidiaries, the “NTL Group”) have advised Deutsche Bank AG,
London Branch, JPMorgan Chase Bank, National Association, The Royal Bank of
Scotland plc and Goldman Sachs Credit Partners L.P. and/or their respective
designated affiliates (the “Arrangers”)
that NTL Inc., through an affiliated company, including Telewest Group, wishes
to issue and sell the Notes, as defined in the Note Term Sheet attached as Exhibit
A hereto and incorporated herein (the “Term
Sheet”), either (a) to fund consideration required to effect the
merger, under an amended and restated agreement and plan of merger, dated 14
December 2005 (as amended by Amendment No. 1 dated 30 January 2006), among
Telewest Global, Inc., a Delaware corporation, (“Telewest” and, together with its subsidiaries, the “Telewest Group”), Neptune Bridge Borrower
LLC, a Delaware limited liability company (“Merger Sub”),
and NTL Inc., of NTL, Inc. with Merger Sub (the “Merger”)
and/or (b) refinance a senior bridge facility incurred in connection with the
Merger, as well as to pay fees and expenses, in each case on substantially the
terms, and subject to the conditions, set forth in the Term Sheet.  Capitalized terms used but not defined herein
have the meanings assigned to them in the Term Sheet.  In this Engagement Letter the term “you”
shall refer to NTL Inc. and NTL IH collectively.


 


This letter amends and replaces in its entirety the
Notes Engagement Letter dated 14 December 2005 (the “Original
Notes Engagement Letter”) (which amended and replaced the Notes
Engagement Letter dated 2 October 2005) but without prejudice to any Accession
Notice entered into in connection with the Original Notes Engagement Letter
(each, an “Existing Accession Notice”), which
shall remain in full force and effect as if entered into in connection with
this letter.  The Arrangers confirm that
each of the Underwriters who have executed an Existing Accession Notice has
consented to the amendment and replacement of the Original Notes Engagement
Letter by this letter.


 


1

















 


Accordingly, the parties hereto agree as follows:


 


1.             Engagement


 


(a)           NTL
Inc. and NTL IH hereby retain the Arrangers, and the Arrangers agree to act,
subject to the terms and conditions of this letter (the “Engagement Letter”) and as further set
forth in the Term Sheet, as the exclusive book-running lead managing
underwriters (the “Book-Running Lead Managers”)
as detailed in the Term Sheet, in connection with the issuance, sale or resale
of the Notes (the “Offering”),
with (except as otherwise agreed by the Arrangers) economic participation
commensurate with each Arranger’s participation in the Bridge Facility (as
defined in the Appendix A-1 of the Commitment Letter to which this Engagement
Letter is attached (such Appendix, the “Bridge Term Sheet”)).  J.P. Morgan
Securities Ltd. is authorized and appointed by NTL Inc. and NTL IH to organize
the book building process in consultation with, and subject to the approval
(not to be unreasonably withheld) of, NTL Group, in connection with the
issuance, sale or resale of the Notes.


 


(b)           NTL
Inc. and NTL IH has or will retain BNP Paribas and HSBC Bank plc or their
respective affiliates as co-lead managers and Calyon and Fortis Bank S.A./N.V.
or their respective affiliates as co-managers pursuant to the terms of the
Commitment Letter. Such co-managers shall agree to act, subject to the terms
and conditions of this Engagement Letter and in a form agreed with the
Arrangers, as co-managers (in such capacity, the “Co Managers” and, together with the Book-Running Lead
Managers, the “Underwriters”), in
connection with the Offering.


 


Any co-manager or other title awarded in connection
with the Offering shall be subject to the consent of the Arrangers, such
consent not to be unreasonably withheld. 
Each of the Arrangers reserves the right not to participate in any
Offering, and the foregoing is not an agreement by any of the Arrangers to
underwrite, place or purchase any Notes or otherwise provide any
financing.  In connection with any
Offering in which any Arranger elects to participate, the issuer of the Notes
shall enter into an underwriting agreement, placement agency agreement or
purchase agreement, as applicable, with the Arrangers, which agreement shall be
consistent with this letter agreement and otherwise in a mutually acceptable
form not less favorable to NTL Inc. than the equivalent provisions in similar
agreements most recently entered into by NTL Inc..


 


(c)           In
connection with any offering of the Notes, (i) J.P. Morgan Securities Ltd. or
its designated affiliate will appear on the left on the cover of any offering
circular or prospectus and (ii) will (A) act as the stabilization manager of
such offering, (B) establish the schedule for investor meetings, (C) assist NTL
Inc. and NTL IH with the rating agency process and (D) coordinate pre marketing
activity.


 


(d)           In
consideration of the entry by the Arrangers into this letter, each of NTL Inc.
and NTL IH agrees that during the period from 2 October 2005 to the termination
of this Engagement Letter in accordance with its terms it will not, and will
cause its affiliates, including the Telewest Group, not to, initiate, solicit
or enter into any discussions or negotiations looking toward the issuance,
offering or sale of the Notes to any third parties, except through the
Arrangers.  In addition, each of NTL Inc.
and NTL IH agrees that from 2 October 2005 until the earlier of the termination
of this letter agreement or the closing of the sale of the Notes, it will not
offer, sell, contract to sell or otherwise dispose of any securities
substantially similar to the Notes without the Arrangers’ prior written
consent.


 


2

















 


(e)           None
of NTL Inc., NTL IH or any of their respective affiliates, including the Telewest
Group, will, directly or indirectly (except through the Arrangers or as
otherwise approved by them), sell or offer to sell any of the Notes or any
other high-yield debt instrument (whether in the form of securities or loans or
otherwise), during the term of this Engagement Letter.  Any such offer, sale or other disposition of
Notes or other high-yield debt instrument during the term of this Engagement
Letter will be treated for purposes of Section 4 hereof as if such sale or
disposition were undertaken by the Arrangers directly (and the Arrangers will
be entitled to a cash fee equal to the amount that would have been payable to
them under Section 4 hereof in such circumstances).


 


(f)            The
timing and terms of any Offering of the Notes (other than any Offering of
Demand Securities) will be determined by NTL Inc. acting in consultation with
the Arrangers.  In connection with such
an Offering NTL Inc.  and NTL IH will
(and will cause their respective subsidiaries or affiliates to) (i) prepare a
Registration Statement on Form S-3 or similar form, or, at the option of NTL
Inc., prepare an offering memorandum relating to the Notes in customary form
for European high yield bond offerings pursuant to Rule 144A/Regulation S, with
U.S. SEC registration rights (including, in each case, all historical, pro
forma and other financial and other information required under applicable
securities laws giving due regard to the financial condition and prospects of
the Group and to the type of information and level of detail of such
information that is reasonably required to market the Notes and specify whether
any holders of Notes are selling Notes pursuant to such offering memorandum),
(ii) satisfy (to the extent applicable) customary closing conditions and other
requirements for such bond offerings, including delivery of legal opinions and
auditors’ comfort letters, (iii) prepare, participate in and complete the
appropriate ratings agency presentations, (iv) to the extent reasonably
requested by the Arranger, list the Notes on the Irish Stock Exchange,
Luxembourg Stock Exchange or another acceptable Western European stock exchange
chosen by NTL Inc. and (v) prepare, participate in and complete a “road show”
and meetings with research analysts.  In
connection with any Offering of the Notes, NTL Inc., NTL IH or the issuer of
the Notes, as applicable, will also enter into an underwriting agreement on
terms not less favorable to NTL Inc. than similar agreements most recently
entered into by NTL Inc..


 


(g)           In
the event that NTL Inc. elects to proceed with an Alternative Financing
Structure (as described in the Commitment Letter) then this Engagement Letter
shall be construed to refer to the refinancing of the Alternative Bridge
Facility set forth in Appendix A-5 of the Commitment Letter, with modifications
described under “Alternative Structure” in the Term Sheet.


 


2.             Termination


 


This Engagement Letter agreement may be terminated at
any time by any of the Arrangers (with respect to itself) upon written notice
thereof to that effect and by you at any time after the earliest of (i) the
first anniversary of the closing date of the Merger, (ii) receipt by NTL Group
of aggregate proceeds of not less than an amount sufficient to repay in full
the Bridge Facility and the application of such proceeds to repay the Bridge
Facility in full (or at the time of any other repayment in full of the Bridge
Facility), and (iii) termination of the Commitment Letter in accordance with


 


3

















 


its terms prior to any borrowing
under the Debt Financing, in each case upon prior written notice to that effect
to the relevant Underwriter(s).


 


Section 3 (Indemnification) shall terminate and be
superseded by the applicable provisions of the Purchase Agreement (or other
definitive documentation), if any, with respect to claims and other causes of
action arising out of the sale of the Notes purchased pursuant to such Purchase
Agreement (or other definitive documentation) provided
that, in the event that a Purchase Agreement with respect to the Offering of
the Notes is entered into, the indemnity provisions of that agreement shall
supersede these in all respects.


 


Upon any termination of this Engagement Letter, the
obligations of the parties hereunder shall terminate, except for their
obligations under Section 3 (Indemnification), Section 4 (Fees and Expenses),
Section 5 (Confidentiality), Section 6 (Governing Law) and Section 7 (Method
and Manner of Payments) below.


 


3.             Indemnification


 


In consideration of the engagement hereunder, NTL Inc.
and NTL IH shall jointly and severally indemnify, hold harmless and contribute
to any losses of each Underwriter to the extent set forth in Annex A
hereto, which provisions are incorporated by reference herein and constitute a
part hereof.


 


4.             Fees and Expenses


 


In consideration of the engagement hereunder, NTL Inc.
and NTL IH shall pay the fees and expenses as set forth in the Term Sheet,
which fees and expenses shall be distributed among the Underwriters, at the
sole discretion of the Book-Running Lead Managers.


 


5.             Confidentiality


 


Each of the Underwriters agrees that it shall use all
non-public information provided to it by or on behalf of you hereunder solely
for the purpose of providing the services that are the subject of this letter
agreement and shall treat confidentially all such information, provided that
nothing herein shall prevent any Underwriter from disclosing any such
information  (i) to rating agencies, (ii)
to purchasers or prospective purchasers of the Notes in connection with an
Offering of Notes, (iii) pursuant to the order of any court or administrative
agency or in any pending legal or administrative proceeding (in which case we
agree to promptly notify you to the extent lawfully permitted to do so), (iv)
upon the request or demand of any regulatory authority having jurisdiction over
such Arranger or any of its affiliates, (v) to the extent that such information
becomes publicly available other than by reason of disclosure by such
Underwriter in violation of this letter agreement or becomes available to such
Underwriter or its affiliates from a source that is not known by such
Underwriter to be subject to a confidentiality obligation to you, (vi) to such
Underwriter’s employees, legal counsel, independent auditors and other experts
or agents who need to know such information and are informed of the
confidential nature of such information or (vii) to any of its affiliates (with
such Underwriter being responsible for such affiliate’s compliance with this
paragraph).   This undertaking by


 


4

















 


each Underwriter shall automatically terminate one year following the
termination of such Underwriter’s engagement hereunder.


 


You agree that you will not disclose this letter agreement, the contents
hereof or the activities of any Underwriter pursuant hereto to any person
without the prior approval of such Underwriter, except that you may disclose
this letter agreement and the contents hereof (i) to your shareholders,
directors, employees, advisors and agents or (ii) as required by law or to
comply with the rules of any regulatory body or applicable securities exchange
to which you are or we are subject.


 


The provisions contained in this paragraph shall remain in full force
and effect notwithstanding the termination of this Engagement Letter.


 


6.             Governing Law and Submission to Jurisdiction


 


This letter agreement shall be governed by, and
construed in accordance with, the internal laws of the State of New York.  EACH OF NTL INC. AND NTL IH AND EACH OF THE
UNDERWRITERS IRREVOCABLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED
TO OR ARISING OUT OF THIS ENGAGEMENT LETTER OR THE PERFORMANCE OF SERVICES OR
OBLIGATIONS HEREUNDER.


 


Each of NTL Inc. and NTL IH and each of the
Underwriters irrevocably and unconditionally submits to the exclusive
jurisdiction of any state or federal court sitting in the County of New York
over any suit, action or proceeding arising out of or relating to this letter
agreement.  Service of any process,
summons, notice or document by registered mail addressed to NTL Inc. shall be
effective service of process against NTL Inc. and NTL IH for any suit, action
or proceeding brought in any such court. 
Service of process upon NTL Inc. at 909 Third Avenue, Suite 2863, New
York, NY 10022 shall be deemed effective service of process against NTL Inc.
and NTL IH for any such action or proceeding. 
Each of NTL Inc. and NTL IH irrevocably and unconditionally waives any
objection to the laying of venue of any such suit, action or proceeding brought
in any such court and any claim that any such suit, action or proceeding has
been brought in any such court and any claim that any such suit, action or
proceeding has been brought in an inconvenient forum.  A final judgment in any such suit, action or
proceeding brought in any such court may be enforced in any other courts to
whose jurisdiction NTL Inc. or NTL IH is or may be subject, by suit upon
judgment.


 


7.             Method and Manner of Payments


 


All amounts payable hereunder shall be paid to the
Arrangers and the Underwriters at their respective addresses in London, in each
case, free and clear of, and without any deduction or withholding for or on
account of, any current or future taxes, levies, imposts, duties, charges or
other deductions or withholdings levied in any jurisdiction from or through
which payment is made or where the payor is located unless such deduction or
withholding is required by applicable law, in which event, NTL Inc. and NTL IH
will pay additional amounts so that each such party receives the amount that it
would otherwise have received but for such deduction or withholding.  Each of NTL Inc. and NTL IH hereby agrees jointly
and severally to


 


5

















 


indemnify each such party from
and against the full amount of any such taxes, levies, imposts, duties, charges
or other deductions or withholdings paid by them and any liability (including
penalties, interest, and expenses) arising therefrom or with respect thereto,
whether or not such taxes, levies, imposts, duties, charges or other deductions
or withholdings were correctly or legally asserted.


 


Without limiting the foregoing, all amounts payable to
each such party under the terms of this Engagement Letter will be exclusive of
value added tax or any similar taxes (“VAT”)
and all amounts charged by such party or for which any of them is to be
reimbursed will be invoiced together with VAT, where appropriate.


 


8.             Disclosure


 


In connection with their engagement hereunder, the
Arrangers shall assist you in preparing a prospectus, offering memorandum,
private placement memorandum or other document to be used in connection with
the Offering.  You shall furnish the
Arrangers with all financial and other information concerning the NTL Group and
the Telewest Group, the Merger, the financing thereof and related matters (the
“Information”) that the Arrangers may
reasonably request for inclusion in any offering document or otherwise.  You represent that (i) the Information, other
than projections, taken as a whole, and the offering document will be complete
and correct in all material respects and will not include an untrue statement
of a material fact or omit to state a material fact necessary in order to make
the statements therein, in light of the circumstances under which they were
made, not misleading, (ii) all historical financial data provided to the
Arrangers will be prepared in accordance with Regulation S-X and with generally
accepted accounting principles and practices then in effect in the United
States  and will fairly present in all
material respects the financial condition and operations of the NTL Group and
the Telewest Group and (iii) any projections, financial or otherwise, provided
to the Arrangers will be prepared in good faith with a reasonable basis for the
assumptions and the conclusions reached therein and on a basis consistent with
the NTL Group’s or the Telewest Group’s historical financial data, as
applicable; it being understood that actual results may vary from such
projections.  You agree to notify the
Arrangers promptly of any material adverse change, or development that may lead
to any material adverse change, in the business, properties, operations,
financial condition or prospects of the NTL Group or the Telewest Group or
concerning any statement contained in any offering document or in any
historical financial data provided to the Arrangers which is not accurate or
which is incomplete or misleading in any material respect.  Each of the Arrangers may rely, without
independent verification, upon the accuracy and completeness of the Information
and any offering document, and none of the Arrangers assumes any responsibility
therefor.


 


9.             Miscellaneous


 


This Engagement Letter (including the Term Sheet),
contains the entire agreement between the parties relating to the subject
matter hereof and supersedes all oral statements and prior writings with
respect thereto.  This Engagement Letter
may not be amended or modified except by a writing executed by each of the
parties hereto.  Section headings herein
are for convenience only and are not a part of this Engagement Letter.  This Engagement Letter agreement is solely
for the benefit of NTL Inc., NTL IH and the Arrangers and Underwriters and,
except as set forth in the


 


6

















 


sixth paragraph of this Section
9 and Annex A, no other person shall acquire or have any rights under or by
virtue of this Engagement Letter.


 


If any term, provision, covenant or restriction in
this Engagement Letter is held by a court of competent jurisdiction to be
invalid, void or unenforceable or against public policy, the remainder of the
terms, provisions, covenants and restrictions contained herein shall remain in
full force and effect and shall in no way be affected, impaired or
invalidated.  NTL Inc. and NTL IH and the
other parties hereto shall endeavor in good faith negotiations to replace the
invalid, void or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, void or
unenforceable provisions.


 


Each of NTL Inc. and NTL IH further represents and
agrees that no offers or sales of securities of the same or a similar class as the
Notes have been made or will be made by NTL Inc. or NTL IH or any of their
affiliates, including the Telewest Group, or on its or their behalf which would
be integrated with the offer and sale of the Notes under the doctrine of
integration referred to in Regulation D under the Securities Act of 1933, as
amended.  Each of NTL Inc. and NTL IH
acknowledges that each of the Underwriters has been retained solely to provide
the services set forth in this letter agreement.  In rendering such services, each such
Underwriter shall act as an independent contractor, and any duties of such
Underwriter arising out of its engagement hereunder shall be owed solely to NTL
Inc. and NTL IH.


 


NTL Inc. and NTL IH acknowledge that each of the
Underwriters is a securities firm that is engaged in securities trading and
brokerage activities, as well as providing investment banking and financial
advisory services.  In the ordinary
course of trading and brokerage activities, each of the Underwriters and their
respective affiliates may at any time hold long or short positions, and may
trade or otherwise effect transactions, for their own account or the accounts
of customers, in debt or equity securities of entities that may be involved in
the transactions contemplated hereby. 
Each of the Underwriters recognizes its responsibility for compliance
with federal securities laws in connection with such activities.


 


In addition, each of the Underwriters and its
respective affiliates may from time to time perform various investment banking,
commercial banking and financial advisory services for other clients and
customers who may have conflicting interests with respect to you or the
Offering.  None of the Underwriters or
their respective affiliates will use confidential information obtained from you
pursuant to this engagement or their other relationships with you in connection
with the performance by the Underwriters and their respective affiliates of
services for other companies.  You also
acknowledge that the Underwriters and their respective affiliates have no
obligation to use in connection with this engagement, or to furnish to you,
confidential information obtained from other companies.


 


Furthermore, you acknowledge that each of the
Underwriters and its respective affiliates may have fiduciary or other
relationships whereby such Underwriter and its affiliates may exercise voting
power over securities of various persons, which securities may from time to
time include securities of you, potential purchasers of the Notes or others
with interests in respect of the Offering. 
You acknowledge that each of the Underwriters and its respective
affiliates may exercise such powers and otherwise perform their functions in
connection with such fiduciary


 


7

















 


or other relationships without
regard to such Underwriter’s relationship to you hereunder.


 


You acknowledge that none of the Underwriters is an
advisor as to legal, tax, accounting or regulatory matters in any
jurisdiction.  You shall consult with
your own advisors concerning such matters and shall be responsible for making
your own independent investigation and appraisal of the transactions
contemplated hereby, and none of the Underwriters shall have any responsibility
or liability to you with respect thereto.


 


Each of the Arrangers and the Underwriters reserves
the right to employ the services of certain affiliates (the “Investment Services Affiliates”) in
providing services incidental to the offer and sale of the Notes, and each of
NTL Inc. and NTL IH agrees that, in connection with the provision of such
services, each of the Arrangers and the Underwriters and the Investment
Services Affiliates may share with each other any confidential or other
information relating to NTL Inc. and its subsidiaries and affiliates as from
time to time they may possess; provided that
each Investment Services Affiliate agrees in writing to be bound to the
provisions of Section 5 (Confidentiality) hereof.


 


This Engagement Letter may be executed in
counterparts, each of which will be deemed an original, but all of which taken
together will constitute one and the same instrument.


 


Telewest Global, Inc. will accede to this Engagement
Letter upon completion of the Merger.


 


8

















 


If the foregoing correctly sets forth our
understanding, please indicate NTL Inc.’s and NTL IH’s
acceptance of the terms hereof by signing in the appropriate space below and
returning to us the enclosed duplicate originals hereof, whereupon this letter
shall become a binding agreement between us.


 


Very truly yours,


 


	
  DEUTSCHE BANK AG, LONDON BRANCH

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
   

  	
   

  
	
  Title:

  	
  Title:

  
	
   

  	
   

  
						



 


 


	
  J.P. MORGAN SECURITIES LTD.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
   

  	
   

  
	
  Title:

  	
  Title:

  
	
   

  	
   

  
						



 


	
  THE ROYAL BANK OF SCOTLAND PLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
   

  	
   

  
	
  Title:

  	
  Title:

  
	
   

  	
   

  
						



 


9

















 


	
  GOLDMAN SACHS INTERNATIONAL

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
   

  	
   

  
	
  Title:

  	
  Title:

  
						



 


 


 


	
  Accepted and agreed to

  
	
  as of the date first written above,

  
	
   

  
	
  NTL INCORPORATED

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  
	
  Name:

  
	
   

  
	
  Title:

  
	
   

  
	
  NTL INVESTMENT HOLDINGS LIMITED

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  
	
  Name:

  
	
   

  
	
  Title:

  



 


10

















 


Annex A: 
Indemnification Provisions


 


Each of NTL Inc. and NTL IH shall jointly and severally
indemnify and hold harmless each of the Arrangers and the Underwriters, their
affiliates and their respective officers, directors, employees, agents,
advisors and controlling persons (the “Indemnified
Persons”) from and against any and all losses, claims, damages,
liabilities and expenses, joint or several, to which any such Indemnified
Person may become subject arising out of or in connection with the transactions
contemplated by the letter agreement to which this Annex A is attached
(the “Engagement Letter”), the
Notes described therein, the use of any proceeds of such Notes, or any related
transaction, or any claim, litigation, investigation or proceedings relating to
any of the foregoing (“Proceedings”)
regardless of whether any of such Indemnified Persons is a party thereto, and
to reimburse such Indemnified Persons for any reasonable legal or other
expenses as they are incurred in connection with investigating or defending any
of the foregoing; provided, however,
that the foregoing indemnification will not, as to any Indemnified Person,
apply to losses, claims, damages, liabilities or expenses to the extent that
they are finally judicially determined by a court of competent jurisdiction not
subject to further appeal to have resulted from the gross negligence or willful
misconduct of such Indemnified Person. 
By executing the Engagement Letter, each of NTL Inc. and NTL IH also (a)
agrees not to, directly or through an affiliate, make any claim against any
Indemnified Person for any special, indirect or consequential damages in
respect of any breach or wrongful conduct (whether the claim therefor is based
on contract, tort or duty imposed by law) in connection with, arising out of or
in any way related to the omission or event occurring in connection therewith,
except to the extent such claims or damages result from the gross negligence or
willful misconduct of an Indemnified Person, and (b) waives, releases, and
agrees not to, directly or through an affiliate, sue upon, any such claim for
any such damages, whether or not accrued and whether or not known or suspected
to exist in NTL Inc.’s or NTL IH’s favor.


 


If for any reason the foregoing indemnification is
unavailable to any Indemnified Person or insufficient to hold it harmless, then
each of NTL Inc. and NTL IH shall contribute jointly and severally to the
amount paid or payable to such Indemnified Person as a result of such loss,
claim, damage, liability or expense in such proportion as is appropriate to
reflect not only the relative benefits received by NTL Inc. and NTL IH, on the
one hand, and such Indemnified Person, on the other hand, as well as any
relevant equitable considerations; provided, however, that to the extent permitted by applicable law,
each Indemnified Person shall not be responsible for amounts in the aggregate
which are in excess of all fees received by such person in connection with this
engagement.  It is hereby agreed that the
relative benefits to NTL Inc. and NTL IH on the one hand and all Indemnified
Persons on the other hand shall be deemed to be in the same proportion as (i)
the total value received or proposed to be received by NTL Inc. and NTL IH
pursuant to the transactions contemplated by the Engagement Letter (whether or
not consummated) bears to (ii) the fee actually paid to Indemnified Persons in
connection with such sale.  The
indemnity, reimbursement and contribution obligations of NTL Inc. and NTL IH
under this Annex A shall be in addition to any liability which NTL Inc.
and NTL IH may otherwise have to an Indemnified Person and shall be binding
upon and inure to the benefit of any successors, assigns, heir and personal
representatives of NTL Inc. and NTL IH and any Indemnified Person.


 


11

















 


Promptly after receipt by an Indemnified Person of
notices of the commencement of any Proceedings, such Indemnified Person will,
if a claim in respect thereof is to be made against an Indemnifying Party,
notify NTL Inc. or NTL IH in writing of the commencement thereof; provided, however, that
the omission to so notify NTL Inc. or NTL IH will not relieve it from any
liability which it may have hereunder except to the extent it has been
materially prejudiced by such failure. 
In case any such Proceedings are brought against any Indemnified Person
and it notifies NTL Inc. or NTL IH of the commencement thereof, NTL Inc. and
NTL IH will be entitled to participate therein, and, to the extent that it may
elect by prior written notice delivered to such Indemnified Person, to assume
the defense thereof, with counsel reasonably satisfactory to such Indemnified
Person; provided, however,
that if the defendants in any such Proceedings include both such Indemnified
Person and NTL Inc. or NTL IH and such Indemnified Person shall have concluded
that there may be legal defenses available to it which are different from or
additional to those available to NTL Inc. or NTL IH, such Indemnified Person
shall have the right to select separate counsel to assert such legal defenses
and to otherwise participate in the defense of such Proceedings on behalf of
such Indemnified Person.  Upon receipt of
notice from NTL Inc. or NTL IH to such Indemnified Person of its election so to
assume the defense of such Proceedings and approval by such Indemnified Person
of counsel, NTL Inc. and NTL IH shall not be liable to such Indemnified Person
for expenses incurred by such Indemnified Person in connection with the defense
thereof (other than reasonable costs of investigation) unless (i) such
Indemnified Person shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to the preceding
sentence, (ii) NTL Inc. or NTL IH shall not have employed counsel reasonably
satisfactory to such Indemnified Person to represent such Indemnified Person
within a reasonable time after notice of commencement of the Proceedings or
(iii) NTL Inc. or NTL IH shall have authorized in writing the employment of
counsel for such Indemnified Person.


 


Capitalized terms used but not defined in this Annex
A have the meanings assigned to such terms in the Engagement Letter to
which this Annex A is attached.


 


12

















 


Exhibit A – Note Term Sheet


 


Indicative Term of the Notes


 


	
  Issuer

  	
   

  	
  NTL Inc.

  

  Alternative Structure: NTL
  Cable plc.

  
	
   

  	
   

  	
   

  
	
  Size

  	
   

  	
  £1,800 million
  (equivalent);

  

  Alternative Structure: £600
  million (equivalent)

  

  (the “Notes”).

  
	
   

  	
   

  	
   

  
	
  Currency

  	
   

  	
  £/$/€

  
	
   

  	
   

  	
   

  
	
  Use of
  Proceeds

  	
   

  	
  To repay the borrowings
  under the Bridge Facility and related fees and expenses, if issued on the
  Closing, or to finance a portion of the purchase price for the Merger, and to
  pay related fees and expenses in connection with the Merger.

  
	
   

  	
   

  	
   

  
	
  Ranking

  	
   

  	
  Senior obligations of
  the Issuer.

  

  Structurally subordinated to the Senior Facilities as well as the existing
  bonds issued by NTL Cable plc.

  

  Alternative Structure:
  Structurally subordinated to the Senior Facilities of NTL Inc. and pari passu with the existing bonds
  issued by NTL Cable plc.

  
	
   

  	
   

  	
   

  
	
  Guarantees

  	
   

  	
  Senior guarantees from
  NTL Inc., new intermediate holdco above NTL Inc. (when formed) and DRC
  (following merger of NTL Inc. and CCFC).

  

  Alternative Structure: Same
  guarantees as the existing bonds issued by NTL Cable plc.; senior guarantees
  from NTL Inc. and new intermediate holdco above NTL Inc.

  
	
   

  	
   

  	
   

  
	
  Security

  	
   

  	
  Security, if any, to be
  agreed upon.

  
	
   

  	
   

  	
   

  
	
  Registration

  	
   

  	
  Registered or (if
  registration not immediately available) 144A/Reg S with registration rights.

  
	
   

  	
   

  	
   

  
	
  Maturity

  	
   

  	
  10 years from the issue
  date.

  



 


13

















 


	
  Call
  Protection

  	
   

  	
  The Notes will be
  redeemable, at the option of the Issuer, in whole or in part, at any time on
  or after the fifth anniversary of the date of issuance, at par plus accrued
  interest plus a premium equal to 50% of the coupon, declining ratably to par
  on the eighth anniversary of the issuance of the Notes, in each case,
  together with accrued and unpaid interest, if any, to the redemption date,
  subject to customary provisions relating to senior indebtedness. Prior to
  such date, the Notes will be redeemable upon the payment of a “make-whole”
  premium calculated consistently with NTL Inc.’s existing high yield
  indenture.



  On or before the third
  anniversary of the date of issuance of the Notes, the Issuer may redeem up to
  35% of the principal amount of the Notes originally issued at a price equal
  to par plus the coupon on the Notes, together with accrued and unpaid
  interest, if any, to the redemption date, with the net proceeds of one or
  more Equity Offerings (to be defined in a customary manner) within 120 days
  of such Equity Offerings.

  

  The Issuer and the Arrangers may jointly decide to offer floating rate
  securities, in which case such floating rate notes shall include an agreed
  redemption schedule appropriate to floating rate instruments.

  
	
   

  	
   

  	
   

  
	
  Interest
  Payment

  	
   

  	
  Cash pay

  
	
   

  	
   

  	
   

  
	
  Covenants

  	
   

  	
  Covenants will consist
  of high yield covenants no less favorable than those contained in NTL Inc.’s
  existing high yield bonds, and specifically:



  •     Incurrence of debt: consolidated ratio test from
  incurring debt at the new intermediate holdco above NTL Inc.



  •     Anti-layering covenant: no incremental debt can
  be incurred between NTL Cable plc and NTL Inc., subject to exceptions to be
  agreed.



  •      Obligation of NTL Inc. to remain the
  ultimate holder of 100% of the shares of the intermediate holding companies
  (Alternative Structure: Obligation of NTL Inc. to remain the ultimate holder
  of 100% of the shares of the intermediate holding companies).

  
	
   

  	
   

  	
   

  
	
  Fee

  	
   

  	
  1.50%

  



 


14

















 


	
  Expenses

  	
   

  	
  NTL Inc. will pay its own costs and expenses incurred in connection
  with the transaction (including, inter alia,
  roadshow and printing expenses). The Underwriters will pay their own costs and
  expenses incurred in connection with the transaction.

  



 


15

















 


APPENDIX A-3


 


SUMMARY OF PRINCIPAL TERMS &
CONDITIONS


 


	
  Ultimate Parent:

  	
   

  	
  Telewest Global, Inc., a Delaware
  corporation (“Telewest”). Upon consummation of
  this transaction, Telewest will be changing its name to NTL Inc. and NTL Inc.
  will be changing its name to NTL Holdings, Inc., but for simplicity this
  term sheet does not reflect these name changes.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Parent:

  	
   

  	
  NTL Cable plc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Obligors:

  	
   

  	
  The Borrowers and the Guarantors.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Borrower(s):

  	
   

  	
  In the case of Tranche A and the RCF, NTL Investment
  Holdings Limited (“NTLIH”),
  Telewest Communications Networks Limited (“TCN”),
  and such other borrower as may be agreed between NTLIH and the Mandated
  Lead Arrangers.

   

  In the case of Tranches A1 and B1, Baseball Cash
  Bidco (as defined below) and, at any time after consummation of the Virgin
  Mobile Acquisition but with respect to Tranche B1 only, NTL Dover LLC (the “U.S. Borrower”). Borrowings by the U.S. Borrower shall be
  limited to 20% of the aggregate principal amount drawn under the Senior
  Facilities.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Guarantors:

  	
   

  	
  The Parent, Telewest UK Limited, New UK
  Limited, New UK2 Limited (together, the “UK Holdcos”),
  the Borrowers, each Material Subsidiary and sufficient members of the UK
  Group as will account for 80% of the Consolidated Operating Cashflow of the
  UK Group (but excluding for these purposes only, the Virgin Mobile Group, in
  the event that any Standalone Baseball Financing is raised).

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Baseball Bidcos:

  	
   

  	
  NTL Investment Holdings Limited (“Baseball Cash Bidco”).

   

  NTL (UK) Group, Inc. (“Baseball
  Stock Bidco”).

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Material Subsidiaries:

  	
   

  	
  A member of the Group whose Operating
  Cashflow represents at least 5% of the Consolidated Operating Cashflow of the
  Group.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Group:

  	
   

  	
  Telewest and its subsidiaries, after
  giving effect to the Merger and following the Virgin Mobile Acquisition, to
  include the Virgin Mobile Group (other than in the case where the Permitted
  Acquisition (as defined below) is funded by the Stand Alone Baseball
  Financing).

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  NTL Group:

  	
   

  	
  NTL Incorporated (“NTL Inc.”)
  and its subsidiaries, prior to the completion of the Merger.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Telewest Group:

  	
   

  	
  Telewest and its subsidiaries, prior to
  completion of the Merger.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Virgin Mobile Group:

  	
   

  	
  Virgin Mobile Holdings (UK) plc (“Virgin Mobile”) and its subsidiaries, prior to the
  completion of the Virgin Mobile Acquisition.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  UK Group:

  	
   

  	
  Except as may be expressly agreed:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)                        following implementation of Steps 1 to 2 as set out on the page headed
  “Combination of Neptune and Tiger” of
  the Steps Paper, culminating in the structure set out on the page headed
  “Interim Structure after Step 2” of the
  Steps Paper, NTLIH and its direct and indirect

  	
   

  



 


1

















 


	
   

  	
   

  	
  subsidiaries
  and Telewest UK Limited and its direct and indirect subsidiaries;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)                       following completion of the “First Alternative
  (Structure 1) – Final Structure” as described in the Steps Paper,
  New UK Limited and its direct and indirect subsidiaries; or

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)                        following completion of the “Second Alternative (Structure
  2) – Final Structure” as described in the Steps Paper, NTLIH and
  its direct and indirect subsidiaries,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and in each case, following the Virgin Mobile
  Acquisition, to include the Virgin Mobile Group (other than in the case where
  the Permitted Acquisition (as defined below) is funded by the Stand Alone
  Baseball Financing).

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Facilities:

  	
   

  	
  The senior credit facilities (the “Senior Facilities”) will comprise four tranches with final
  maturities as follows:

   

  (a)                        £3,200,000,000 5-year amortising Senior Term Loan A Facility (“Tranche A”) to be denominated in £;

   

  (b)                       £175,000,000 5-year amortising Senior Term Loan A1 Facility (“Tranche A1”) to be denominated in £;

   

  (c)                        £300,000,000 61⁄2 year bullet repayment Senior Term Loan B1 Facility
  (“Tranche B1”) to be denominated in £
  and $; and

   

  (d)                       £100,000,000 5-year Multicurrency Revolving Working Capital
  Facility (“RCF”) to be denominated in £,
  $and €.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Purpose:

  	
   

  	
  (a)                        Tranche A: to repay in full all amounts outstanding under
  each of the Existing Vanilla Facilities at closing of the Merger (the “Merger Closing”);

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)                       RCF: to finance the
  ongoing working capital needs and general corporate requirements of the UK
  Group and to include a performance bond facility (in a maximum amount
  to be agreed) with an acceptable fronting bank and/or alternative
  arrangements to be agreed; and

   

  (c)                        Tranches A1 and B1: to firstly (i) finance or refinance the
  cash consideration for the Virgin Mobile Acquisition (including payments to
  holders of options in respect of shares in Virgin Mobile who exercise or
  surrender their options in connection with the Baseball Scheme), and following
  discharge of the cash consideration in full, to (ii) pay the related
  fees, costs and expenses in connection therewith in full, and (iii) refinance
  in full the Existing Virgin Facilities on or after the closing of the Virgin
  Mobile Acquisition (the “Virgin Mobile
  Acquisition Closing”).

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Initial MLAs and Initial Underwriters:

  	
   

  	
  Deutsche Bank AG, London Branch, J.P. Morgan Plc,
  The Royal Bank of Scotland plc and Goldman Sachs International and/or their
  respective designated affiliates (the “Initial MLAs”).

   

  Deutsche Bank AG, London Branch, JPMorgan Chase
  Bank, National Association, The Royal Bank of Scotland plc and Goldman Sachs
  Credit Partners L.P. and/or their respective designated affiliates (the “Initial  Underwriters”).

  	
   

  



 


2

















 


	
  Joint Bookrunners:

  	
   

  	
  Deutsche Bank AG, London Branch, J.P. Morgan Plc,
  The Royal Bank of Scotland plc and Goldman Sachs International and/or their
  respective designated affiliates (the “Joint Bookrunners”).

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Agent and Security Trustee:

  	
   

  	
  Deutsche Bank AG, London Branch (the “Agent” or “Security Trustee”, as the context may require).

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Lenders:

  	
   

  	
  The Initial Underwriters, any Additional
  Underwriters and a group of banks, financial institutions (including CDOs or
  similar structured institutions) and other persons to be determined by the
  Mandated Lead Arrangers (the “Lenders”)
  after prior consultation with NTL Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Instructing Group:

  	
   

  	
  Lenders whose commitments equal or exceed 662/3%
  of the total commitments.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Existing Vanilla Facilities:

  	
   

  	
  Each of (i) the existing £2.425 billion senior
  facilities agreement of NTLIH dated 13 April 2004; (ii) the
  existing £1.55 billion senior facilities agreement of TCN and Telewest Global
  Finance LLC (“Telewest LLC”) dated 21 December 2004;
  (iii) the existing £250 million second lien facility agreement of TCN
  and Telewest LLC dated 21 December 2004; and (iv) the existing £130
  million senior secured facilities of Flextech Broadband Limited and Flextech Broadcasting Limited dated 10 May 2005.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Existing Virgin Facilities:

  	
   

  	
  The existing £350 million senior facilities
  agreement of Virgin Mobile dated 2 July 2004.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Existing Facilities:

  	
   

  	
  The Existing Vanilla Facilities and the Existing
  Virgin Facilities.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Vanilla Certain Funds:

  	
   

  	
  After signing of the Senior Facilities Agreement,
  Tranche A will be made available for a period (the “Vanilla
  Certain Funds Period”) until the
  earlier of (i) the end of the Merger Availability Period and (ii) the
  date of the Merger Closing (the “Merger Closing Date”)
  (including repayment of all the Existing Vanilla Facilities) subject only to:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)                           satisfaction of the conditions precedent under “Initial Vanilla Conditions Precedent”
  below; and

   

  (ii)                        there being no payment or insolvency Event of Default with respect
  to NTL Inc., NTLIH, TCN or Merger Sub (other than an insolvency event caused
  by the occurrence or potential occurrence of another Event of Default) or an
  Event of Default arising as a result of a misrepresentation by NTL Inc.,
  NTLIH, TCN or Merger Sub in respect of its powers, status and authority, or
  any breaches by NTLIH or TCN of its negative pledge covenants which
  materially affects the Lenders’ security (taken as a whole).

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Baseball
  Certain Funds:

  	
   

  	
  After signing of the Senior Facilities
  Agreement, Tranches A1 and B1 will be made available for a period (the “Baseball Certain Funds Period”) until the earlier of (i) the
  date on which the Baseball Scheme proposal fails or is withdrawn, (ii) 30
  September 2006 or (iii) the date which is 30 days after the
  Effective Date (being the date on which the Court Order approving the
  Baseball Scheme is filed with the Registrar of Companies pursuant to section 425
  of the Companies Act 1985) (the “Virgin Mobile
  Acquisition Closing Date”) subject only to:

   

  (i)                           satisfaction of the
  conditions precedent under “Initial Baseball

  	
   

  



 


3

















 


	
   

  	
   

  	
  Conditions
  Precedent” below;

   

  (ii)                        there being no payment or insolvency Event of Default with respect
  to Baseball Cash Bidco (other than an insolvency event caused by the
  occurrence or potential occurrence of another Event of Default), or an Event
  of Default arising as a result of a misrepresentation by Baseball Cash Bidco
  in respect of its powers, status and authority (but only with respect to
  Baseball Cash Bidco and with respect to the provisions of the Senior
  Facilities Agreement that relate to Tranche A1 and Tranche B1, but not
  otherwise), or breach of covenant by Baseball Cash Bidco with respect to the
  negative pledge which materially affects the Lenders’ security (taken as a
  whole) or the covenants set out in paragraphs (a), (b), (c), (d), (g), (h) and
  (j) of the section entitled “Baseball Scheme Undertakings” below; and

   

  (iii)                     it not being unlawful for a Lender to make any advance under
  Tranches A1 and B1.

   

  For these purposes:

   

  “Baseball Scheme” means the scheme of arrangement under section 425
  of the Companies Act 1985 to be proposed by Virgin Mobile to its
  shareholders, details of which will be set out in the Baseball Scheme
  Circular and which are consistent with the terms of the Baseball Press
  Release.

   

  “Baseball Scheme Circular” means the circular to the
  shareholders of Virgin Mobile setting out the proposals for the Baseball
  Scheme pursuant to which the Baseball Bidcos will acquire all of the issued
  and to be issued share capital of Virgin Mobile not already owned by the
  Baseball Bidcos.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Initial Vanilla  Conditions Precedent:

  	
   

  	
  The conditions precedent to be completed to the
  satisfaction of the Agent prior to the availability of Tranche A and the RCF
  will be the following:

   

  (i)                           evidence that Merger Sub has entered into the Bridge Facility and
  that all conditions precedent thereto have been satisfied or waived, the
  proceeds of which will be used to fund in part the consideration
  required under the Merger Agreement, including any transaction fees and
  expenses in connection therewith;

   

  (ii)                        the Financing Documentation prepared in accordance with paragraph
  2(a) of the Commitment Letter duly executed by you;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)                     certified copies of customary corporate documentation for each
  Borrower and each Guarantor and receipt of relevant customary legal opinions
  from Lenders’ or Borrowers’ counsel (as is customary in the jurisdiction of
  incorporation of the relevant Borrowers and Guarantors) in each case in a form acceptable
  to the Mandated Lead Arrangers acting reasonably (it being acknowledged that
  opinions and documents in connection with the existing financings of NTLIH
  and TCN will be a form acceptable for these purposes); or

   

  (iv)                    the execution of the Merger Agreement (in the form previously
  approved by the Mandated Lead Arrangers) by the parties thereto. Merger Sub
  and NTL Inc. becoming obliged to file the certification of merger with

  	
   

  



 


4

















 


	
   

  	
   

  	
  the
  Secretary of State of Delaware and Telewest to file a charter amendment as
  set forth in Section 2.01(b) of the Merger Agreement and no
  amendments to or waivers under (excluding any waiver of or as contemplated by
  Section 9.02(g) of the Merger Agreement) being granted under the
  Merger Agreement which in the opinion of an Instructing Group (acting
  reasonably) are material and adverse to the financing under the any of the
  Senior Facilities Agreement and/or the Bridge Facility Agreement.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Initial Vanilla Condition Subsequent

  	
   

  	
  It
  shall be a condition subsequent to the first drawdown under Tranche A and the
  RCF that immediately after such drawdown, Merger Sub and NTL file the
  certification of merger with the Secretary of State of Delaware and Telewest
  files the charter amendment as set forth in Section 2.01(b) of the
  Merger Agreement.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Initial
  Baseball Conditions Precedent:

  	
   

  	
  The
  conditions precedent to the availability of Tranches A1 and B1 will be the
  following:

   

  (i)                           certified copies of the Baseball Press
  Release, the executed implementation agreement between NTLIH, the Baseball
  Bidcos and Virgin Mobile in respect of the Baseball Scheme (in the form approved
  by the Initial MLAs on or before signing of the Senior Facilities Agreement),
  the Baseball Scheme Circular and the resolutions passed at each of the Court
  meetings and the extraordinary general meeting , (the “Baseball
  Scheme Documents”);

   

  (ii)                        the order of the Court confirming the
  sanctioning of the Baseball Scheme as required by section 425 of the
  Companies Act 1985 (the “Court Order”);

   

  (iii)                     certified copies of customary corporate
  documentation for Baseball Cash Bidco and receipt of relevant customary legal
  opinions from counsel to the Lenders (or counsel to Baseball Cash Bidco, if
  customary in the jurisdiction of incorporation of Baseball Cash Bidco) (in
  each case in the form agreed by the Initial MLAs on or before signing of
  the Senior Facilities Agreement);

   

  (iv)                    the certificate of the Registrar
  of Companies confirming registration of the Court Order;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (v)                       evidence that the agreed fees payable on or prior to utilisation
  of Tranches A1 and B1 by Baseball Cash Bidco in respect of Tranches A1 and B1
  have been paid or will be paid on first drawdown of Tranches A1 and B1;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (vi)                    a certificate of Baseball Cash Bidco
  confirming that none of the events specified in paragraphs (ii) and (iii) under
  the section ”Baseball Certain Funds” above have occurred and is
  continuing; and

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (vii)                 the Merger having been consummated .

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For these purposes:

   

  “Baseball
  Press Release” means the announcement (in the form agreed
  with the Initial MLAs on or before signing of the Senior Facilities
  Agreement) in accordance with Rule 2.5 of the City Code on Takeovers and
  Mergers in

  	
   

  



 


5

















 


	
   

  	
   

  	
  respect of the Baseball
  Scheme by the Baseball Bidcos of all of the issued and to be issued share
  capital of Virgin Mobile not already owned by the Baseball Bidcos.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Further Conditions precedent:

  	
   

  	
  Other than in respect of the initial drawdown, the
  Lenders will only be obliged to comply with their obligations (except as
  described above) to make advances under each of the Senior Facilities if on
  the date of the utilisation request and on each proposed utilisation date:

   

  (i)                           in the case of a rollover loan, an Instructing Group has not
  instructed the Agent to block such rollover on account of an event of default
  which is continuing or would result from the proposed loan and in the case of
  any other loan, no default is continuing or would result from the proposed
  loan; and

   

  (ii)                        in the case of a loan which is not a rollover loan, the Repeating
  Representations (which Repeating Representations shall be subject to the
  principles described in “General Provisions”
  below) to be made by each Obligor are true in all material respects.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Availability and Drawdown:

  	
   

  	
  Tranche A: available during the period (the “Merger  Availability
  Period”) from 2 October 2005 to the earlier of (i) 2 October 2006
  or (ii) the Merger Closing Date, to be drawn in full at the Merger
  Closing Date.

   

  Tranches A1 and B1: available during the period (the
  “Virgin Mobile Acquisition Availability Period”)
  from the date of the Commitment Letter to the earlier of (i) 30 September 2006
  or (ii) the Virgin Mobile Acquisition Closing Date, to be drawn in full
  on the Virgin Mobile Acquisition Closing Date.

   

  RCF: available on a fully revolving basis until one
  month before the RCF final maturity date. RCF may not be utilised unless
  Tranche A has been or will on the same date be utilised in full. No
  clean-down of the RCF shall be required.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Interest Rate:

  	
   

  	
  The rate of interest payable for each interest
  period shall be the aggregate, per annum, of:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)                           the applicable Interest Margin; plus

   

  (ii)                        the relevant LIBOR; plus

   

  (iii)                     (if applicable) the cost of
  complying with any applicable reserve requirements.

   

  Usual interest
  provisions shall apply, including default interest which shall be 1.00% above
  the then applicable Interest Margin level.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Interest Periods:

  	
   

  	
  1, 2, 3 or 6 months or any other period agreed
  between the Borrower(s) (or NTL Inc.) and the Lenders in respect of the
  relevant Tranche.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Interest Margin:

  	
   

  	
  Tranche A/ RCF                                 1.625% per annum from the Merger Closing
  Date, for a period of three months and thereafter subject to the Margin
  Ratchet provisions.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tranche A1                                                         1.625% per annum from the date of first drawdown under Tranche A1 for a period of 3 months and
  thereafter, subject to the Margin Ratchet provisions.

  	
   

  



 


6

















 


	
   

  	
   

  	
  Tranche B1                                                           2.250% per annum from the date of first
  drawdown under Tranche B1.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Margin Ratchet:

  	
   

  	
  The Interest Margin for
  Tranches A and A1 and the RCF shall be subject to the following margin ratchet
  based upon the Leverage Ratio:

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Leverage Ratio

  	
   

  	
  Margin

  	
   

  
	
   

  	
   

  	
  Less than

  	
  3.00 : 1

  	
   

  	
   

  	
  1.000

  	
  %

  
	
   

  	
   

  	
  Greater than or equal to

  	
  3.00 : 1

  	
  but less than 3.40 : 1

  	
   

  	
  1.125

  	
  %

  
	
   

  	
   

  	
  Greater than or equal to

  	
  3.40 : 1

  	
  but less than 3.80 : 1

  	
   

  	
  1.250

  	
  %

  
	
   

  	
   

  	
  Greater than or equal to

  	
  3.80 : 1

  	
  but less than 4.20 : 1

  	
   

  	
  1.375

  	
  %

  
	
   

  	
   

  	
  Greater than or equal to

  	
  4.20 : 1

  	
  but less than 4.50 : 1

  	
   

  	
  1.500

  	
  %

  
	
   

  	
   

  	
  Greater than or equal to

  	
  4.50 : 1

  	
  but less than 4.80 : 1

  	
   

  	
  1.625

  	
  %

  
	
   

  	
   

  	
  Greater than or equal to

  	
  4.80 : 1

  	
  but less than 5.00 : 1

  	
   

  	
  1.875

  	
  %

  
	
   

  	
   

  	
  Greater than or equal to

  	
  5.00

  	
   

  	
   

  	
  2.000

  	
  %

  



 


	
   

  	
   

  	
  There will be no time period
  restrictions (other than the first quarter after Closing) for adjustments in
  the Margin Ratchet and no limitations on the number of step-downs in the
  Margin Ratchet that can apply in any quarter.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Upon an Event of Default
  which is continuing, the Interest Margin for each of the RCF and Tranches A
  and A1 shall immediately revert to 2.00% per annum until such time that the
  Event of Default has been remedied or waived.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Commitment Fee:

  	
   

  	
  Commitment fee which is the lower of 50% of the RCF
  Interest Margin or 0.75% per annum of the aggregate undrawn portion of the
  RCF, payable from the Merger Closing Date from day to day during the
  availability period of the RCF, payable from the date of first drawdown under
  Tranche A of the Senior Facilities Agreement from day to day during the
  availability period of the RCF, (such fee being due and payable in arrear on
  the last day of each successive period of three months which ends during such
  period).

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Calculations:

  	
   

  	
  All calculations of interest and commitment fees
  will be based on the actual number of days elapsed and a year of 365 days (or
  a year of 360 days where applicable).

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Repayment:

  	
   

  	
  Tranches A and A1 - In accordance with the following
  repayment schedule:

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  	
  Amount Repayable

  	
   

  
	
   

  	
   

  	
  Repayment Date

  	
   

  	
  Tranche A

  	
   

  	
  Tranche A1

  	
   

  
	
   

  	
   

  	
  30 September 2007

  	
   

  	
  £

  	
  225 million

  	
   

  	
  £

  	
  12 million

  	
   

  
	
   

  	
   

  	
  31 March 2008

  	
   

  	
  £

  	
  225 million

  	
   

  	
  £

  	
  12 million

  	
   

  
	
   

  	
   

  	
  30 September 2008

  	
   

  	
  £

  	
  225 million

  	
   

  	
  £

  	
  12 million

  	
   

  
	
   

  	
   

  	
  31 March 2009

  	
   

  	
  £

  	
  250 million

  	
   

  	
  £

  	
  15 million

  	
   

  
	
   

  	
   

  	
  30 September 2009

  	
   

  	
  £

  	
  450 million

  	
   

  	
  £

  	
  25 million

  	
   

  
	
   

  	
   

  	
  31 March 2010

  	
   

  	
  £

  	
  500 million

  	
   

  	
  £

  	
  27 million

  	
   

  
	
   

  	
   

  	
  30 September 2010

  	
   

  	
  £

  	
  550 million

  	
   

  	
  £

  	
  30 million

  	
   

  
	
   

  	
   

  	
  Final Maturity Date

  	
   

  	
  £

  	
  775 million

  	
   

  	
  £

  	
  42 million

  	
   

  



 


7

















 


	
   

  	
   

  	
  Tranche B1 – Repayment in full on its final maturity
  date.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RCF – Repayment on the final day of each interest
  period and any amounts then outstanding will be repaid in full on its final
  maturity date.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Prepayments:

  	
   

  	
  Voluntary prepayments:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Voluntary prepayments of Tranches A and
  A1 will be permitted in whole or in part without penalty or premium on
  terms customary in transactions of this nature.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Voluntary prepayments of Tranche B1 will be
  permitted in whole or in part on terms customary in transaction of this
  nature, subject to a 1.00% prepayment premium during the first 18 months from
  the Merger Closing Date (or the Structuring Date, whichever is later).
  Tranche B1 Lenders have the option during such period to decline prepayment
  in which case those proceeds shall prepay Tranches A and A1 on a pro rata
  basis and thereafter, all voluntary prepayments may be made without
  premium or penalty and shall be applied pro rata across Tranches A, A1 and
  B1.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mandatory prepayments:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mandatory prepayment of all outstandings
  and cancellation of all commitments under the Senior Facilities will be
  required upon the occurrence of a change of control (to be defined). 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mandatory prepayment is also required in
  respect of net proceeds received from:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)                                     disposals; or

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)                                  insurance claims,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  subject to minimum thresholds and
  customary exceptions including standard re-investment provisions to be
  agreed.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cash sweep:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A percentage of excess cashflow in any financial
  year (commencing with the financial year ended 31 December 2006) which
  is in excess of £25 million shall be applied in pre-payment of the Senior
  Facilities. Such percentage shall be by reference to the Leverage Ratio as
  follows:

  	
   

  



 


	
   

  	
   

  	
  Leverage Ratio

  	
   

  	
  Applicable percentage%

  	
   

  
	
   

  	
   

  	
  Greater than

  	
  4.00 : 1

  	
   

  	
   

  	
  50

  	
  %

  
	
   

  	
   

  	
  Greater than or equal to

  	
  3.0 : 1

  	
  but less than 4.00 : 1

  	
   

  	
  25

  	
  %

  
	
   

  	
   

  	
  Less than

  	
  3.0 : 1

  	
   

  	
   

  	
  0

  	
  %

  



 


	
   

  	
   

  	
  Payments of the cash sweep shall be made within 10
  Business Days of the filing by Telewest of its audited financial statements,
  provided that any such payment may be deferred by a period of up to 30
  days if the management of Telewest, acting reasonably and in good faith, are
  able to demonstrate to the

  	
   

  



 


8

















 


	
   

  	
   

  	
  satisfaction of the Facility Agent (acting
  reasonably) that the cash reserves of the Group would be reduced temporarily
  by such payment to below £200 million (for this purposes disregarding any
  availability under the RCF).

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Required amortisations of Tranches A and A1 in any
  financial year shall be deducted in calculating excess cashflow.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Application:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Application of prepayments against Tranches A, A1
  and B1 (pro rata), then RCF.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tranche B1 Lenders have the option to decline
  prepayment during the first 18 months in which case those proceeds shall
  prepay Tranches A and A1 (pro rata).

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Any prepayment of Tranches A or A1 will be applied
  pro-rata against the Tranche A or Tranche A1 repayment instalments, as
  applicable, provided each Borrower may elect to apply any mandatory or
  voluntary prepayment against the next four Tranche A and/or Tranche A1
  repayment instalments in chronological order of maturity and, thereafter
  against the remaining instalments pro rata.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Debt Proceeds:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  On the issue of any indebtedness by Telewest or any
  of its subsidiaries (subject to a de minimis threshold of £10 million per
  debt issuance), each Borrower will prepay or procure the prepayment of an
  amount of the Tranche A, Tranche A1 and Tranche B1 advances (pro rata) (and thereafter RCF advances) equal to 50% of
  the net cash proceeds of the issue, save that such mandatory prepayment will
  not apply to (i) debt used to fund acquisitions or capital expenditures
  (in each case, provided that such acquisitions or capital expenditures are
  permitted by the terms of the Senior Facilities), (ii) any refinancing
  of the Bridge Facility by way of bond issuance, (iii) any refinancing
  following delivery of a Structure Notice by way of Tranche B proceeds and the
  Alternative Bridge Facility, (iv) the raising of any “daylight loans”
  referred to in the Steps Paper, (v) any net cash proceeds of any debt
  issuance expressly contemplated in the Steps Paper, (vi) as specified
  under the Holdco Debt referred to below, (vii) the proceeds of any Stand
  Alone Baseball Financing or any Alternative Baseball Financing and (viii) other
  agreed exceptions.

  	
   

  



 


9

















 


	
   

  	
   

  	
  Equity Proceeds

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  On the issue of new equity by Telewest or any of its
  subsidiaries, each Borrower will (subject to a de minimis threshold of £10
  million per equity issuance) prepay or procure the prepayment of an amount of
  the Tranche A, Tranche A1 and Tranche B1 advances (pro rata)
  (and thereafter RCF advances) equal to a variable percentage of the net cash
  proceeds of the issue such percentage to be calculated by reference to the
  Leverage Ratio as follows:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Leverage Ratio

  	
   

  	
  Applicable percentage%

  	
   

  
	
   

  	
  Greater than 3.5 : 1

  	
   

  	
  50

  	
  %

  
	
   

  	
  Greater than 3.0 : 1 but
  less than or equal to 3.5 : 1

  	
   

  	
  25

  	
  %

  
	
   

  	
  Less than or equal to 3.0
  : 1

  	
   

  	
  0

  	
  %

  
							



 


	
   

  	
   

  	
  save that such mandatory prepayment will not apply
  to the (i) net cash proceeds of any equity issuance which are
  contributed into the UK Group and are invested in assets required by the
  group business, within 180 days of receipt thereof, (ii) any net cash
  proceeds of any equity issuance expressly contemplated in the Steps Paper, (iii) any
  proceeds of new equity issued by the Ultimate Parent and applied for the
  purposes set out in the paragraph entitled “Equity
  Cure Right” below and (iv) any proceeds of new equity issued
  by the Ultimate Parent and applied for the purposes set out in part (d)(iii) of
  “Non-Financial Undertakings” below.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Cancellation:

  	
   

  	
  Any amount of Tranche A not drawn down on the Merger
  Closing Date shall automatically be cancelled on that date. 

   

  Any amount of Tranches A1 or B1 not drawn down at
  the end of the Virgin Mobile Acquisition Availability Period shall
  automatically be cancelled on that date. 

   

  Usual restrictions relating to the cancellation of
  working capital facilities in respect of cancellation of any undrawn portion
  of RCF by the Borrowers. Any amount of RCF commitments which are cancelled may not
  be reinstated.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Finance Documentation:

  	
   

  	
  The Senior Facilities will be documented in a loan
  agreement (the “Senior Facilities
  Agreement”) which will set out the Conditions Precedent to drawing
  specified above and include, without limitation, provisions in respect of
  market disruption, increased costs, Representations and Warranties,
  Undertakings and Events of Default, in each case, conventional for lending of
  this kind and to reflect this Term Sheet but subject always to the principles
  specified in “General Provisions”
  below. Documentation will include a Bridge Facility Agreement, an
  intercreditor agreement (the “Intercreditor Agreement”)
  to which, amongst other things, the Bridge Facility will be subject and which
  will subordinate certain intercompany loans and certain shareholder loans to
  the Senior Facilities and govern their interrelationship, and all relevant
  guarantee and security documentation.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Principal provisions of the Senior Facilities
  Agreement will include, inter alia,
  the following:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Financial Undertakings:

  	
   

  	
  Financial covenants tested quarterly on a rolling 12
  month basis, in accordance

  	
   

  



 


10

















 


	
   

  	
   

  	
  with US GAAP as follows:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)                           Total Net Debt/Consolidated Operating Cashflow (the “Leverage Ratio”;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)                        Consolidated Operating Cashflow/Consolidated Net Interest (the “Interest Cover Ratio”); and

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)                     Consolidated Cashflow/Consolidated Debt Service (the “Debt Service Cover Ratio”),

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  commencing at the end of the third full
  financial quarter after the Merger Closing Date and as further set out in
  Annex 1 to this Appendix A-3.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Financial covenant definitions are to be
  agreed and will be tested with reference to the consolidated financial
  statements of the Group. Notwithstanding the above, financial covenants shall
  be tested half yearly on a rolling 12 months basis at such time and for as
  long as total net leverage ratio is 4.25:1 or lower.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Restructuring charges determined in accordance with
  FAS 146 may be added back to Consolidated Operating Cashflow in an
  amount of up to £50 million for the financial year during which the Merger
  Closing Date occurs (or £60 million in the event that the Virgin Mobile
  Acquisition also occurs during such financial year (other than pursuant to a
  Stand Alone Baseball Financing)) (“Year 1”) and
  up to £50 million in the following financial year (or £60 million in the
  event that the Virgin Mobile Acquisition has occurred during such financial
  year or during Year 1 (in either case, other than pursuant to a Stand Alone
  Baseball Financing)) (“Year 2”)
  provided that any unutilised amounts from Year 1 may be carried forward
  to Year 2 and any unutilised amounts from Year 2 (including, for the
  avoidance of doubt, any amounts rolled over from Year 1) may be carried
  forward and added back to Consolidated Operating Cashflow in the period from
  the end of Year 2 to the third anniversary of the Merger Closing Date.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Equity Cure Right

  	
   

  	
  If on any testing date, any of the financial
  covenants set out in paragraphs (i), (ii) or (iii) of “Financial Undertakings” above are not satisfied, then the
  Company may, at its option, cure such breach by procuring that the proceeds
  of any new equity raised by the Ultimate Parent be contributed into the UK
  Group and either (a) applied towards the prepayment of the Senior
  Facilities or (b) added back to Consolidated Operating Cashflow, in each
  case, in an amount which, if such test(s) were to be recalculated giving
  effect to such application or add-back, such test(s) would have been
  satisfied. The foregoing equity cure rights shall be subject to the following
  conditions:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)                           subject as provided in (ii) below, such equity cure right may not
  be used more than three occasions over the life of the Senior Facilities;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)                        in the case of the add-back to Consolidated Operating Cashflow,
  such equity cure right may only be used on one occasion over the life of
  the Senior Facilities, and in an amount not exceeding £100 million;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)                     in the case of the add-back to Consolidated Operating Cashflow,
  such add-back may not be rolled forward or be taken into account on any
  subsequent testing date; and

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)                    such equity cure right may not be used for any two consecutive
  quarters.

  	
   

  



 


11

















 


	
   

  	
   

  	
  Any proceeds of new equity which are contributed
  into the UK Group for the purposes specified above, shall thereafter be
  retained within the UK Group.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Clean-up Periods

  	
   

  	
  The covenants and events of default will be
  qualified during the relevant Clean-up Period. During the relevant Clean-up
  Period, any breach of covenant under (c) (Negative Pledge), (d) (No Merger), (f) (Indebtedness),
  (e) (Loans), (h) (No finance leasing/hire purchase), (l) (Joint Ventures), (m) (Arm’s Length Transactions), (p) (Pension Schemes), (q) (Hedging), and event of default under (b) (Cross-default), or any breach of
  representations or warranties, in each case where it arises with respect to
  Telewest or any of its subsidiaries or Virgin Mobile or any of its
  subsidiaries, as the case may be, shall not constitute an Event of
  Default, drawstop or allow acceleration, provided that such breach or default
  (i) is capable of being remedied within the period and the Parent or
  NTLIH (or in the case of the Virgin Mobile Acquisition, either of the
  Baseball Bidcos) is taking appropriate steps to cure it and further, (ii) does
  not have a material adverse effect, (iii) was not procured by the Parent
  or by NTLIH (or in the case of the Virgin Mobile Acquisition, either of the
  Baseball Bidcos) and/or (iv) does not exist at the end of the relevant
  Clean-up Period.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Clean-up Period”
  shall mean:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)                        with respect to Telewest or any of its subsidiaries, the period
  from the Merger Closing Date to the date falling 41⁄2 months thereafter; or

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)                       with respect to Virgin Mobile or any of its subsidiaries, the
  period from the Virgin Mobile Acquisition Closing Date, to the date falling
  41⁄2 months thereafter.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Representations and Warranties:

  	
   

  	
  Usual for transactions of this nature and subject to
  the principles specified in “General
  Provisions” below (subject to any additional materiality carve
  outs and other additional exceptions, in each case as may be agreed and
  subject to matters disclosed in a disclosure letter, the representations and
  warranties will be as follows (only certain of which will be repeated):

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)                        due incorporation;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)                       compliance with corporate formalities;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)                        legal validity;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)                       no material adverse change;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (e)                        no event of default (f)no winding up;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (g)                       accuracy of
  Information Package and due diligence reports;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (h)                       accuracy of
  Group structure chart;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)                           all necessary licences /authorisations /consents obtained;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (j)                           Finance
  Documentation does not conflict with constitutional documents /laws/other
  documents;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (k)                        Finance
  Documentation not to trigger any mandatory prepayment under documents
  governing existing indebtedness, save as specifically contemplated by the
  Finance Documentation;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (l)                           basis of preparation of latest accounts, that the latest accounts
  give a true and fair view and reasonableness of projections contained in the

  	
   

  



 


12

















 


	
   

  	
   

  	
  agreed base case model;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (m)                     no material adverse tax liability;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (n)                       ownership of or
  right to use assets;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (o)                       ownership of or
  right to use all intellectual property rights;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (p)                       no material litigation;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (q)                       adequate
  insurances in respect of each member of UK Group;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (r)                          centre of main
  interests;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (s)                        no outstanding indebtedness or encumbrances, save as permitted (to
  include agreed list of permitted indebtedness and encumbrances);

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (t)                          compliance with
  applicable pensions laws;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (u)                       no purchase or carrying of Regulation U margin stock and no
  violation of Regulations T, U or X;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (v)                       all material terms and conditions of the Merger and the Virgin
  Mobile Acquisition are set out in the Merger Agreement or the Baseball Scheme
  Documents (as applicable) and in respect of which there have been no
  amendments, variations or waivers;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (w)                     compliance with environmental law and necessary environmental approvals; and

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (x)                         at least pari passu ranking with senior unsecured obligations.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Non-Financial Undertakings:

  	
   

  	
  Usual for transactions of this nature to be given by
  each Obligor and in relation to each member of the UK Group (unless otherwise
  agreed) and summarised as follows:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)                        NTLIH to deliver:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)                           annual audited
  consolidated financial statements of the Ultimate Parent and its subsidiaries
  or as agreed otherwise by the Mandated Lead Arrangers together with pro forma
  financial statements for the UK Group which have been extracted therefrom;

  	
   

  
	
   

  	
   

  	
  (ii)                        quarterly
  unaudited consolidated financial statements of the Ultimate Parent and its
  subsidiaries together with commentary consistent with MD&A disclosure and
  together with pro forma financial statements for the UK Group which have been
  extracted therefrom;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)                     to the extent required by any Lender to enable it to comply with any law
  or any requirement of any central bank or other fiscal, monetary or other
  authority, each Borrower’s most recent annual financial statements; and

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)                    no later than 30 days after the beginning of each financial year,
  the annual budget for the UK Group for that year (in a form to be
  agreed),

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  in the case of (i) and (ii) accompanied by
  compliance certificates and comparisons to the financial projections and
  budget to which the statements relate and within agreed time periods.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)                       All financial reporting to be on the basis of
  agreed accounting principles, consistently applied.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)                        Subject to (i) the security granted in respect of any
  Alternative Baseball

  	
   

  



 


13

















 


	
   

  	
   

  	
  Financing, and (ii) a general basket
  of £300 million (of which up to £250 million may be secured over assets
  which are not subject to any security in favour of the Security Agent) and
  other exceptions to be agreed, it will not create or permit to subsist any
  encumbrance on its business, assets or undertaking other than those arising
  under the Financing Documentation or specifically permitted in the Financing
  Documentation to be agreed.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)        Subject to (i) the provisions
  under the section ”Permitted Acquisition” below, (ii) a general
  basket of £300 million, (iii) other acquisitions funded from the proceeds
  of new equity issued by the Ultimate Parent and contributed into the UK
  Group, subject to customary conditions and (iv) other exceptions to be
  agreed, it will not merge with or acquire any businesses, assets, shares or
  investments.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (e)                        Subject to (i) a general basket of £75 million and (ii) other
  exceptions to be agreed, it will not make any loans except intra-group loans
  (where both the group creditor and the group debtor are Obligors or where the
  lender is a non-Obligor and the loan is subordinated), the extension of trade
  credit on normal commercial terms or loans given as part of a cash
  pooling or set-off arrangement or other cash management arrangement.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (f)                          Subject to (i) the provisions under the section ”Permitted
  Acquisition”, (ii) a general basket of £300 million (less any portion of
  the general basket utilised under sub-paragraph (h) below) and (iii) other
  exceptions to be agreed, it will not incur or permit to remain outstanding
  loans or other financial indebtedness or guarantee third parties’ liabilities
  for financial indebtedness except for certain exceptions to be agreed
  including without limitation the existing senior unsecured high yield notes
  of the Parent and the guarantee thereof (the “Existing Notes”), the Bridge Facility and any permitted
  refinancing thereof or as otherwise provided under the Holdco Debt referred
  to below.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (g)                       Subject to (i) an annual general basket of 12.5% of UK Group
  consolidated revenues, (ii) an annual basket of 3.75% of UK Group
  consolidated revenues for outsourcing and (iii) other exceptions to be
  agreed, it will not sell, transfer, lease, or otherwise dispose of any of its
  assets without the consent of the Instructing Group.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (h)                       Subject to a general basket of £150 million and any existing
  finance leasing arrangements, no finance leasing/hire purchase or
  similar arrangements.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)                           It will not make any substantial change in the general nature of its business.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (j)                           It will not redeem, repurchase, defease, retire or repay any of its share capital
  unless held by an Obligor and subject to other exceptions to be agreed.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (k)                        Restriction on declaration or payment of dividends or fees or
  repayment of principal of, or payment of interest on, loans by any member of
  the UK Group provided that (1) if no Event of Default has occurred or is
  continuing, such payments shall be permitted to be made by members of the UK
  Group at any time after 1 January 2006 for the purposes of facilitating
  the payment of dividends by Telewest to its shareholders in

  	
   

  



 


14

















 


	
   

  	
   

  	
  an amount of up to £10 million per annum
  at any time plus, with effect from 1 January 2007, an additional amount
  per annum such that the aggregate dividend payment made in any financial year
  shall not exceed the limits set out in the table below, determined at the
  time the dividend is declared by reference to the Leverage Ratio calculated
  on a pro forma basis after giving effect to such payment as follows:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Leverage
  Ratio

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Greater than
  3.5 : 1 but less than or equal to 4.5 : 1

  	
   

  	
  £

  	
  25 million

  	
   

  
	
   

  	
   

  	
  Greater than
  3.0 : 1 but less than or equal to 3.5 : 1

  	
   

  	
  £

  	
  50 million

  	
   

  
	
   

  	
   

  	
  Less than or
  equal to 3.0 : 1

  	
   

  	
  No limit

  	
   

  



 


	
   

  	
   

  	
  and (2) subject to the Intercreditor
  Agreement, such payments shall be permitted to service the Existing Notes,
  the Bridge Facility and any permitted refinancing thereof and other agreed
  exceptions (including as specified under the Holdco Debt referred to below).
  Carve-out to allow UK Group to service upstream corporate expenses as
  follows:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Period

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  From the Merger Closing Date to the first anniversary of the Merger
  Closing Date

  	
   

  	
  Up to £50m

  	
   

  
	
   

  	
   

  	
  From the first anniversary of Merger Closing Date to the second
  anniversary of Merger Closing Date

  	
   

  	
  Up to £50m

  	
   

  
	
   

  	
   

  	
  Thereafter in each anniversary year on a 12 month basis

  	
   

  	
  Up to £35m

  	
   

  



 


	
   

  	
   

  	
  Dividends may also be made from the
  proceeds of any disposal of the Content Business (subject to the provisions
  set out in the paragraph entitled “Content”
  below) and from the proceeds of any disposal of the “NTL — Business Segment”
  (subject to the provisions set out in the paragraph entitled “Permitted Joint Venture” below)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (l)                           Subject to (i) the provisions under the section ”Permitted
  Joint Venture” below, (ii) a general basket of 3.25% of Consolidated UK
  Group Revenues (to be defined) and (iii) other exceptions to be agreed,
  limitation on investments in/loans to joint ventures.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (m)                     All material transactions entered into between Obligors on the one
  hand and other members of the Group on the other will be on arms’ length
  terms, save for transactions with other Obligors and other
  agreed exceptions.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (n)                       It will not agree to any amendments to documents relating to the
  subordination and/or intercreditor terms in the Bridge Facility (or in any
  documentation relating to any permitted refinancing thereof) or
  the Existing Notes unless permitted in the Intercreditor Agreement. 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (o)                       It will not agree to any amendments to the constitutional
  documents of a member of the UK Group whose shares are secured in favour of the
  Lenders and which would have a material adverse effect on the

  	
   

  



 


15

















 


	
   

  	
   

  	
  Lenders’ interests under the relevant
  security.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (p)                       Pension schemes operated by members of the UK Group will be funded
  in all material respects based on reasonable actuarial assumptions and will
  be maintained and operated in all respects in conformity with the
  requirements of applicable law save to the extent that a failure to fund
  could not be reasonably expected to have a material adverse effect.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (q)                       It will not enter into hedging or treasury transactions other than
  in accordance with the agreed hedging strategy set out below or non-speculative
  transactions entered in the ordinary course of business to hedge actual
  or anticipated exposures.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (r)                          It will obtain and comply with all environmental law/licences and
  rectify material breaches of environmental law save to the extent that a
  failure to so obtain, comply or rectify, as the case may be, could not
  be reasonably expected to have a material adverse effect.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (s)                        Its obligations under the Senior Facilities will rank at least pari passu with its other unsecured unsubordinated
  obligations.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (t)                          It will comply with all laws and maintain all necessary licences,
  authorisations, and consents save where failure to comply could not
  reasonably be expected to have a material adverse effect. 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (u)                       It will maintain and protect all material intellectual property
  rights save where failure to maintain or protect could not
  reasonably be expected to have a material adverse effect.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (v)                       Following any event of default, it will provide access and
  assistance to the Agent and its professional advisors.

  	
   

  
	
   

  	
   

  	
  (w)                     It will assist the Mandated Lead Arrangers with the preparation of
  a syndication information memorandum and assist generally with syndication
  including management presentations. 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (x)                         It will not make any amendments, variations or waivers of
  provisions of the Bridge Facility, the Notes, the Acquisition Documents and the
  constitutional documents of any member of the Group.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (y)                       Holding company and similar restrictions in relation to each of the UK Holdcos.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (z)                         It will implement each of the steps required for consummation of
  the Merger and/or the Virgin Mobile Acquisition (as applicable) and
  reorganization of the Group in accordance with the Steps Paper and within
  timeframes described paragraph 13 of in the Commitment Letter.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Adjustments to Covenants:

  	
   

  	
  It is acknowledged that the threshold and basket
  levels contained herein do not reflect the addition of the Virgin Mobile
  Group to the UK Group and accordingly any threshold and basket levels that
  relate to the relative size of the group will be negotiated in good faith
  between the Company and the Initial MLAs to reflect the enlarged group
  following consummation of the Virgin Mobile Acquisition (except to the extent
  that the Virgin Mobile Acquisition is funded by the Stand Alone Baseball
  Financing).

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Baseball
  Scheme Undertakings:

  	
   

  	
  Other than
  with the consent of the Majority Baseball Lenders (as defined below), acting
  reasonably (which consent shall be deemed to have been given if

  	
   

  



 


16

















 


	
   

  	
   

  	
  not given or refused within 48 hours of request) the
  Baseball Bidcos shall comply with each of the following covenants:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)                        the Baseball Scheme Circular shall be on substantially the terms
  set out in the Baseball Press Release, other than with respect to any
  amendments which could not reasonably be expected to be materially
  prejudicial to the interests of the Lenders;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)                       no amendments shall be made to the form of the implementation
  agreement prior to the date of the Senior Facilities Agreement, other than
  with respect to any amendments which could not reasonably be expected to be
  materially prejudicial to the interests of the Lenders;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)                        the Baseball Scheme Circular
  shall be posted within 28 days of issuance of the Baseball Press Release, or
  if later, as soon as practicable after the date on which the Court convenes a
  meeting of the shareholders of Virgin Mobile to consider the Baseball Scheme;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)                       compliance with all applicable laws and regulations (including,
  without limitation, the Companies Act 1985, the Financial Services and Markets Act 2000, the
  Takeover Code (subject to any applicable waivers by the Takeover Panel) and
  the Listing Rules of the Financial Services Authority (as applicable); 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (e)                        keeping the Agent informed of the material
  developments of the Baseball Scheme and the Virgin Mobile Acquisition and
  notifying the Agent of any circumstances which may lead to withdrawal of
  the Baseball Scheme or the Virgin Mobile Acquisition;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (f)                          supplying the Agent with any
  material updated financial information on the Virgin Mobile Group, and such
  other information relevant to the Baseball Scheme and the Virgin Mobile
  Acquisition as the Agent may reasonably request (including without
  limitation, copies of any press or public announcements and any material
  documents or statements issued by the Takeover Panel or any regulatory
  authority in connection with the Baseball Scheme or the Virgin Mobile Acquisition);

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (g)                       not to increase the cash price per share under the cash only
  option at which the Virgin Mobile Acquisition is being made;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (h)                       not to waive or amend any condition to the Baseball Scheme as set
  out in the Scheme Documents, except in any case where such amendment or waiver:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)                            could not reasonably be expected
  to be materially prejudicial to the interests of the Lenders; or

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)                         is required by the Takeover Panel, the City Code, the rules or
  requirements of any stock exchange with jurisdiction over Baseball Cash Bidco
  or any other applicable law or regulation;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)                           not making any public statements
  relating to the financing of the Virgin Mobile Acquisition unless required to
  do so by the City Code or Takeover Panel, any applicable stock exchange or
  any applicable governmental or other
  regulatory authority; 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (j)                           ensuring that neither of the Baseball Bidcos, nor
  (using all reasonable

  	
   

  



 


17

















 


	
   

  	
   

  	
  endeavours) any person
  Acting in Concert (as defined in Takeover Code) with them, shall be obliged
  to make an offer to shareholders of Virgin Mobile under Rule 9 of the
  Takeover Code;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (k)        procuring that as soon as reasonably
  possible after the Effective Date, Virgin Mobile is delisted and
  re-registered as a private company; and

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (l)         procuring the delivery of guarantees
  and security from Virgin Mobile and members of the Virgin Mobile Group
  (together with compliance with the whitewash procedure), consistent with the
  requirements set out in the section entitled “Guarantors” above, as soon
  as practicable following the Virgin Mobile Acquisition Closing Date, and in
  any event, by no later than 90 days following the Virgin Mobile Acquisition
  Closing Date .

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For these purposes “Majority
  Baseball Lenders” means those Lenders who together represent not
  less than 662/3 % of the aggregate
  commitments under Tranches A1 and B1.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Certain Funds Protection:

  	
   

  	
  None of the Lenders, the Agent and the Security
  Agent shall:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)                           have the right to prevent or limit the making of any drawdown
  under Tranche A1 or Tranche B1 whether by cancellation, rescission or
  termination of Tranche A1 and/or Tranche B1 or otherwise (including by
  invoking any conditions precedent other than the Initial Baseball
  Conditions Precedent);

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)                        make or enforce any claims that it may have under the
  Financing Documentation if the effect of such claim or enforcement would
  prevent or limit the making of any drawdown under Tranche A1 or
  Tranche B1 during the Baseball Certain Funds Period;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)                     exercise any right of set-off, counterclaim or similar right or
  remedy if to do so would prevent or limit the making of any drawdown under
  Tranche A1 or Tranche B1 during the Baseball Certain Funds Period; or

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)                    cancel or declare either Tranche A1 or Tranche B1 due and payable or payable on
  demand, in either case during the Baseball Certain Funds Period,

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  in each case, unless any of the exceptions (i), (ii) or
  (iii) in the section entitled “Baseball Certain Funds” has occurred
  and is continuing.

  	
   

  



 


18

















 


	
  Events of Default:

  	
   

  	
  Usual for facilities of this nature and subject to
  the principles specified in “General Provisions”
  below and to such additional customary grace periods and additional
  exceptions as may be agreed, the events of default shall be as follows:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)                        non-payment (1 business day grace period for principal payments
  not paid as a result of technical/administrative delay, 3 business day grace
  period for interest payments, 5 business day grace period for amounts other
  than principal or interest);

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)                       cross default in respect of Financial Indebtedness of any member
  of the Group (subject to a threshold of £35 million);

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)                        material adverse change in (i) the business, assets, or
  financial condition of the Obligors (as a whole); or (ii) any Obligor’s
  ability to perform its payment or other material obligations under the
  Finance Documentation (taking into account any resources which are available
  to it from any other member of the Group);

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)                       insolvency and related matters with respect to Telewest, each UK
  Holdco and any Obligor that is a Material Subsidiary;

   

  (e)                        breach of other obligations, subject to a cure period where
  appropriate;

   

  (f)                          material misrepresentation, subject to a cure period where
  appropriate;

  	
                                                  

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (g)                       breach of Intercreditor Agreement by a member of the Group;

   

  (h)                       any Borrower is not or ceases to be a direct wholly owned
  subsidiary of New UK Ltd or an indirect wholly owned subsidiary of Telewest;

   

  (i)                           invalidity or illegality of any Financing Documentation;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (j)         revocation of licence or regulatory
  authorisation to the extent it is required, without replacement of the same
  which would have a material adverse effect; and 

   

  (k)        litigation which is reasonably likely
  to be adversely determined and which if adversely determined would have a
  material adverse effect.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Hedging:

  	
   

  	
  The Borrowers shall be required
  to implement the following hedging in respect of the Debt Financing:

   

  (a)                        interest rate hedging (or debt
  that is fixed rate, for which purposes, outstanding advances under the Bridge
  Facility shall be deemed to constitute fixed rate debt prior to the issuance
  of exchange notes thereunder or the issuance of Notes pursuant to the
  Engagement Letter) in respect of not less than 66 2/3% of the aggregate
  principal amount of the Senior Facilities and the Bridge Facility (or the
  Notes issued pursuant to the Engagement Letter, provided that for this
  purpose, the principal amount of any fixed rate Notes shall be included in
  the calculation of such minimum hedging requirement) and the Existing Notes
  which are fixed rate, for a period of not less than 3 years from the Merger
  Closing Date;

   

  (b)                       currency rate hedging in respect
  of 100% of the principal amount of the Senior Facilities which are
  denominated in Euro or US Dollars (if applicable), for a period of not less
  than 3 years from the Merger

  	
   

  



 


19

















 


	
   

  	
   

  	
  Closing Date;

   

  (c)                        currency rate hedging in respect
  of 100% of the interest portion applicable to the principal amount of the
  Senior Facilities which are denominated in Euro or US Dollars (if
  applicable), for a period of not less than 3 years from the Merger Closing
  Date; and 

   

  (d)                       currency
  rate hedging in respect of 100% of the coupon payable on the Notes issued
  pursuant to the Engagement Letter and under the Existing Notes, for a period
  up the applicable first call date in respect of such notes.

   

  The foregoing hedging
  arrangements shall be required to be implemented within 6 months of the
  Merger Closing Date other than:

   

  (1)                        in the
  case of hedging required under paragraph (a) above, those hedging
  arrangements relating to Tranche A1 and Tranche B1, which shall be required
  to be implemented within 6 months of the Virgin Mobile Acquisition Closing
  Date; and

   

  (2)                        in the case of hedging required
  under paragraph (d) above, those hedging arrangements relating to the
  Notes to be issued pursuant to the Engagement Letter, which shall be required
  to be implemented within 6 months of the date of issuance of such Notes.

   

  The Senior Facilities will provide that all
  obligations in respect of hedging the interest or currency risk on the loans
  as well as hedging currency risk associated with the Notes shall be secured
  pari passu with the Senior Facilities.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Security:

  	
   

  	
  To the extent legally possible and provided no
  material adverse tax consequences arise as a result thereof (the Obligors to
  take all reasonable steps to overcome any prohibition or adverse tax
  consequence) first ranking security over:

   

  (a)                        The shares of each UK Holdco;

   

  (b)                       The shares of each member of the UK Group with agreed exceptions
  (including no security from companies which do not have to be
  guarantors under the 80% Consolidated Operating Cashflow test);

   

  (c)                        All or substantially all of the assets of each member of the UK
  Group (present and future) with agreed exceptions (including no security
  from companies which do not have to be guarantors under the 80% Consolidated
  Operating Cashflow test); and

   

  (d)                       Intercompany loans lent into any member of the UK Group, subject
  to flexibility to allow Permitted Restructurings (to be defined).

  	
   

  
	
  Assignment/ transferability:

  	
   

  	
  The Lenders may assign or transfer their rights
  provided that any such assignment or transfer does not result in a
  participation of more than zero but less than £5 million (or its equivalent
  in $or €) save that an assignment or transfer may be made to or by a
  trust, fund or other non-bank entity which participates in the institutional
  market which would result in such entity holding

  	
   

  



 


20

















 


	
   

  	
   

  	
  an aggregate participation of at least £1 million
  (or $1 million or €1 million), provided further that:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)                        prior
  consultation of NTLIH is sought for any transfer prior to the achievement of
  a Successful Syndication;

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)                       prior consent of NTLIH is received after the achievement of a
  Successful Syndication (other than in respect of an assignment by a lender to
  its affiliate which is a qualifying lender or, in respect of an assignment or
  transfer to any third party at any time after the occurrence of a Major Event
  of Default (to be defined) which is continuing), such consent not to be
  unreasonably withheld and to be deemed to have been given if not declined in
  writing within 10 Business Days of a written request by any Lender to NTLIH; and

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)                        if the transferee is a non-UK bank lender, it must provide NTLIH
  with evidence of the same.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With respect to matters requiring unanimous consent,
  where Lenders representing no less than a percentage to be agreed of the
  outstanding amount consent to such matter, NTLIH may request that any
  dissenting Lender assigns or transfers its rights under the Senior Facilities
  Agreement (other than any rights and obligations it may have in its
  capacity as a Hedge Counterparty) at par to an assignee or transferee as
  specified by NTLIH.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Amendments:

  	
   

  	
  The terms of the Senior Finance Documents shall be
  amended as shall be reasonably necessary to take account of any Alternative
  Baseball Financing having been put in place.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Costs and Expenses:

  	
   

  	
  All reasonable third party professional fees
  (including legal fees and any value added tax thereon) and out-of-pocket
  expenses incurred in the negotiation, preparation, printing, execution and
  perfection of all related documentation and in syndication by the Mandated
  Lead Arrangers and the Agent at any time in relation to the Senior Facilities
  will be for the account of NTLIH.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  General Provisions:

  	
   

  	
  The detailed provisions relating to the sections
  above headed “Prepayments”, “Finance Documentation”, “Financial Undertakings”,
  “Representations and Warranties”, “Non-Financial Undertakings”, “Events of
  Default” and “Security” and where otherwise expressly stated (including but
  not limited to baskets, carve-outs, exceptions, thresholds and testing levels
  and covenant levels), unless equivalent terms are expressly stated therein,
  shall not be any less favourable to NTLIH than the equivalent provisions in
  the Existing Facilities taking into account the consolidation of the NTL
  Group and the Telewest Group as a result of the Merger.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Provisional Funding:

  	
   

  	
  Notwithstanding anything in the Commitment
  Documents, Telewest (or a newly incorporated wholly-owned subsidiary of
  Telewest) shall be permitted to incur indebtedness in an amount not to exceed
  the equity value of the Telewest Group. The proceeds from such indebtedness
  will be contributed to subsidiaries of Telewest to enable the purchase of the
  historical Telewest business by NTL legacy subsidiaries as part of an
  internal reorganisation of subsidiaries of Telewest in accordance with the
  Steps Paper. Such indebtedness will be repaid on the same day of borrowing.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Content:

  	
   

  	
  Notwithstanding anything herein to the contrary, the
  UK Group shall have the ability to sell all or part of its Content
  business and contribute or otherwise create and participate in a joint
  venture with respect to Content, provided that

  	
   

  



 


21

















 


	
   

  	
   

  	
  the Borrowers will continue to be in compliance with
  the financial covenants in the Senior Facilities Agreement, giving pro-forma
  effect to such transaction. Definitive documentation is to reflect
  consideration for the interplay between the treatment of Content and other
  covenants and provisions in the Senior Facilities Agreement.

   

  The cash proceeds of any disposal of the Content
  business shall be applied as follows:

   

  (a)                        the first £200 million shall be retained by the UK Group and,
  provided that no Event of Default has occurred or would arise as a result of
  such payment, may be applied towards the making of dividends or
  distributions outside of the UK Group; and

   

  (b)                       a percentage of the remainder shall be applied in mandatory
  prepayment of the Senior Facilities, such percentage being determined in
  accordance with the Leverage Ratio as at the time of such disposal, in
  accordance with the following table:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Leverage Ratio

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
  Greater than 4.0:1

  	
   

  	
  50

  	
  %

  
	
   

  	
   

  	
  Greater than 3.0:1 but less than or equal to 4.0:1

  	
   

  	
  25

  	
  %

  
	
   

  	
   

  	
  Less than or equal to 3.0 : 1

  	
   

  	
  0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)        any cash proceeds which are not
  distributed in accordance with (a) above or required to be applied in
  accordance with (b) above, to be retained within the UK Group and
  applied towards the Group business.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Permitted Joint Venture:

  	
   

  	
  The UK Group may enter
  into a joint venture or partnership in relation to the “NTL – Business
  Segment” subject to the consent of the Majority Lenders having been obtained.

   

  The cash proceeds of any disposal of the “NTL –
  Business Segment” shall be applied as follows:

   

  (a)                        subject to the Leverage Ratio at the time of disposal being less
  than 4.0:1, the first £200 million may be retained by the UK Group and,
  provided that no Event of Default has occurred or would arise as a result of
  such payment, may be applied towards the making of dividends or
  distributions outside of the UK Group; and

   

  (b)                       the remainder shall be retained within the UK Group and applied
  towards the Group business.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Permitted Acquisition:

  	
   

  	
  Any member of the UK Group
  shall be permitted to acquire not less than 71% of the total issued share
  capital of Virgin Mobile (the “Permitted Acquisition”)
  provided that (a) the UK Group will continue to be in compliance with
  the financial covenants set out in the Senior Facilities Agreement after
  giving pro-forma effect to such acquisition and (b) the total cash
  payment for such acquisition (including the assumption of debt) does not
  exceed £500 million. 

   

  Notwithstanding anything herein to the contrary, any
  member of the Virgin Mobile Group shall be entitled at its option to incur
  indebtedness (“Stand Alone Baseball Financing”)
  pursuant to a separate “ring fenced” financing in

  	
   

  



 


22

















 


	
   

  	
   

  	
  lieu of utilising Tranches A1 and B1 or for the
  purposes of refinancing in full any amounts drawn under the Debt Financing
  which was used by Baseball Cash Bidco to complete the Virgin Mobile
  Acquisition (including without limitation, any prepayment penalties,
  make-whole payments, accrued interest and break costs relating thereto)
  (collectively, the “Total Baseball Debt”),
  provided that:

   

  (a)                        the aggregate amount of such indebtedness does not exceed £500
  million;

   

  (b)                       the proceeds of such financing are applied towards the purposes
  specified in paragraph (c) under the section headed “Purpose” above or towards refinancing the Total Baseball
  Debt;

   

  (c)                        the annual interest expense of such financing is no greater than
  the interest expense under the Total Baseball Debt (or an equivalent
  principal amount thereof) which is prepaid using the proceeds thereof or
  which is subsequently cancelled as a result thereof;

   

  (d)                       the UK Group continues to be in compliance with the covenants in
  the Senior Facilities Agreement;

   

  (e)                        no creditor in respect of the Stand Alone Baseball Financing shall
  have any recourse to any member of the UK Group;

   

  (f)                          the Stand Alone Baseball Financing may benefit from guarantees
  and first priority security over the assets of the Virgin Mobile Group but
  not the UK Group; 

   

  (g)                       following consummation of the Stand Alone Baseball Financing, any
  transactions between the UK Group and the Virgin Mobile Group shall be on
  arms length terms; and

   

  (h)                       the Stand Alone Baseball Financing must be completed by 31 December 2006.

   

  In the event that any member of the Virgin Mobile
  Group has granted any guarantees and/or security for the Senior Facilities,
  such member(s) of the Virgin Mobile Group shall be released from any such
  guarantees and/or security.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Alternative Baseball Financing

  	
   

  	
  In the event that the commitments of the Lenders to
  fund Tranche A1 and Tranche B1 are terminated and cancelled pursuant to
  paragraph 18(d) of the Commitment Letter, at NTLIH’s option, it or the
  Baseball Bidcos shall be permitted to introduce by way of one or more new
  tranches under the Senior Facilities Agreement or to raise by way of
  Guaranteed Parent Debt, an amount of up to £500 million (the “Alternative Baseball Financing”) for the purposes of
  financing the Permitted Acquisition, provided that the Initial MLAs shall
  have been given a right of first refusal in relation to any such Alternative
  Baseball Financing. The Senior Facilities Agreement shall be amended and
  restated to give effect to any such changes.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Holdco Debt:

  	
   

  	
  The incurrence of Financial Indebtedness by the
  Ultimate Parent or any of its subsidiaries (other than a member of the UK
  Group) (the “Bank Holdcos”) shall be
  prohibited unless the Ultimate Parent is able to demonstrate by reference to
  the most recently delivered quarterly information of the Group that the
  Leverage Ratio (adjusted to take into account the Financial Indebtedness in
  question and any other Financial Indebtedness raised by the Bank Holdcos or

  	
   

  



 


23

















 


	
   

  	
   

  	
  any member of the UK Group since the date of such
  quarterly information) is not more than 4.25 : 1 for the period of four
  consecutive financial quarters ending on the last day of the financial
  quarter in respect of which such quarterly information was delivered (such
  Financial Indebtedness so incurred, “Holdco Debt”).
  There shall be no mandatory prepayment obligation in respect of the proceeds
  of any Holdco Debt. Except as provided below, there shall be no requirement
  that proceeds of any Holdco Debt be contributed to the UK Group. 

   

  Members of the UK Group may guarantee any
  Holdco Debt provided that (i) the proceeds of the relevant Holdco Debt
  have been contributed to the UK Group by way of equity or subordinated
  funding and (ii) the relevant Holdco Debt is guaranteed on a
  subordinated, unsecured basis and subject to the same intercreditor
  arrangements (including as to release of such guarantees) as under the
  Existing Notes (any Holdco Debt so guaranteed, “Guaranteed
  Parent Debt”).

   

  So long as no Event of Default has occurred and is
  continuing, the UK Group shall be entitled to pay dividends or fees or repay
  principal of, or pay interest on, loans or make loans to the Bank Holdcos to
  service the Guaranteed Parent Debt.

   

  Any Guaranteed Parent Debt shall be treated as part of
  the UK Group debt for the purposes of the financial covenants referred to
  above.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Governing Law/ Jurisdiction:

  	
   

  	
  English law and the Courts of England.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Taxes:

  	
   

  	
  All payments by the Obligors will be made free and
  clear of all taxes or other deductions or withholdings save to the extent
  required by law. Standard gross-up provisions to apply (to include no
  gross-up in respect of treaty lenders which have not complied with all
  procedural formalities to allow them to be paid without withholding).

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Set-off:

  	
   

  	
  Payments by the Obligors will be made free from
  set-off or counterclaim.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Counsel to the Mandated Lead Arrangers:

  	
   

  	
  White & Case LLP

  	
   

  



 


24

















 


ANNEX 1 TO APPENDIX A-3


 


Financial Covenants


 


 


	
  Testing Date

  	
   

  	
  Leverage Ratio

  	
   

  	
  Interest Coverage

  Ratio

  	
   

  	
  Debt Service Cover

  Ratio

  	
   

  
	
  31 December 2006

  	
   

  	
  5.45 : 1

  	
   

  	
  2.30 : 1

  	
   

  	
  1 : 1

  	
   

  
	
  31 March 2007

  	
   

  	
  5.25 : 1

  	
   

  	
  2.35 : 1

  	
   

  	
  1 : 1

  	
   

  
	
  30 June 2007

  	
   

  	
  5.00 : 1

  	
   

  	
  2.50 : 1

  	
   

  	
  1 : 1

  	
   

  
	
  30 September 2007

  	
   

  	
  4.70 : 1

  	
   

  	
  2.65 : 1

  	
   

  	
  1 : 1

  	
   

  
	
  31 December 2007

  	
   

  	
  4.50 : 1

  	
   

  	
  2.80 : 1

  	
   

  	
  1 : 1

  	
   

  
	
  31 March 2008

  	
   

  	
  4.00 : 1

  	
   

  	
  3.00 : 1

  	
   

  	
  1 : 1

  	
   

  
	
  30 June 2008

  	
   

  	
  4.00 : 1

  	
   

  	
  3.00 : 1

  	
   

  	
  1 : 1

  	
   

  
	
  30 September 2008

  	
   

  	
  3.70 : 1

  	
   

  	
  3.30 : 1

  	
   

  	
  1 : 1

  	
   

  
	
  31 December 2008

  	
   

  	
  3.70 : 1

  	
   

  	
  3.30 : 1

  	
   

  	
  1 : 1

  	
   

  
	
  31 March 2009

  	
   

  	
  3.40 : 1

  	
   

  	
  3.60 : 1

  	
   

  	
  1 : 1

  	
   

  
	
  30 June 2009

  	
   

  	
  3.40 : 1

  	
   

  	
  3.60 : 1

  	
   

  	
  1 : 1

  	
   

  
	
  30 September 2009

  	
   

  	
  3.00 : 1

  	
   

  	
  4.00 : 1

  	
   

  	
  1 : 1

  	
   

  
	
  31 December 2009

  	
   

  	
  3.00 : 1

  	
   

  	
  4.00 : 1

  	
   

  	
  1 : 1

  	
   

  
	
  31 March 2010

  	
   

  	
  2.75 : 1

  	
   

  	
  4.25 : 1

  	
   

  	
  1 : 1

  	
   

  
	
  30 June 2010

  	
   

  	
  2.75 : 1

  	
   

  	
  4.25 : 1

  	
   

  	
  1 : 1

  	
   

  
	
  30 September 2010

  	
   

  	
  2.50 : 1

  	
   

  	
  4.50 :1

  	
   

  	
  1 : 1

  	
   

  
	
  31 December 2010

  	
   

  	
  2.50 : 1

  	
   

  	
  4.50 :1

  	
   

  	
  1 : 1

  	
   

  
	
  31 March 2011

  	
   

  	
  2.25 : 1

  	
   

  	
  4.50 :1

  	
   

  	
  1 : 1

  	
   

  
	
  30 June 2011

  	
   

  	
  2.25 : 1

  	
   

  	
  4.50 :1

  	
   

  	
  1 : 1

  	
   

  
	
  30 September 2011

  	
   

  	
  2.00 : 1

  	
   

  	
  4.50 :1

  	
   

  	
  1 : 1

  	
   

  
	
  31 December 2011

  	
   

  	
  2.00 : 1

  	
   

  	
  4.50 :1

  	
   

  	
  1 : 1

  	
   

  



 


25

















 


APPENDIX
A-4


 


TRANCHE
B - SUMMARY OF PRINCIPAL TERMS & CONDITIONS(1)


 


	
  Borrower:

  	
   

  	
  If the Structuring Notice is provided
  after the Merger Closing Date, NTLIH and the US Borrower. If the Structuring
  Notice is provided prior to the Merger Closing Date, Tranche B will be
  initially borrowed by Merger Sub and immediately refinanced with a second
  identical drawing of Tranche B by the Borrowers (including the US Borrower). Borrowings
  by the US Borrower shall be limited to 20% of the aggregate principal amount
  drawn under the Senior Facilities.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Guarantors:

  	
   

  	
  As for the Senior Facilities described in
  Appendix A-3. However, NTLIH shall only be obliged to use its best endeavours
  to procure, within 90 days from the Merger Closing Date or completion of the
  steps set out in the Steps Paper, culminating in the structure set out on the
  page ”Second Alternative (Structure 2) – Final
  Structure”, whichever is later, 
  the delivery of guarantees and security in respect of Tranche B from
  members of the Telewest Group providing guarantees and security under the
  Senior Facilities (including for the avoidance of doubt, any Material
  Subsidiary)
  to the extent such guarantees and/or security can be lawfully given. 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Facility:

  	
   

  	
  As for the Senior Facilities detailed in
  Appendix A-3 (provided that Tranche B1 may be denominated in £, $ and €)
  and £1,200,000,000 61⁄2 year bullet repayment Senior Term Loan B Facility (“Tranche B”) to be denominated in £, $ and €.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Purpose:

  	
   

  	
  As for the
  Senior Facilities described in Appendix A-3.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Availability and Drawdown:

  	
   

  	
  As for
  Tranche A, provided that, where the Structuring Date occurs after Closing,
  Tranche B to be drawn within 4 business days of receipt by the Mandated Lead
  Arrangers of the Structure Notice.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Repayment:

  	
   

  	
  Repayment in
  one amount on its final maturity date.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Interest Margin:

  	
   

  	
  Tranche A/ RCF                                 1.875% per annum from the Merger Closing Date for a period of three
  months, subject to the margin ratchet below.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tranche A1                                                         1.875% per annum from the date
  of first drawdown under Tranche A1 for a period of 3 months and thereafter,
  subject to the margin ratchet below.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tranche B and B1                         2.25% per annum

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Margin Ratchet:

  	
   

  	
  Tranches
  A and A1 and the RCF shall be subject to the following margin ratchet based
  upon the Leverage Ratio:  

  	
   

  



 


	
   

  	
   

  	
  Leverage Ratio

  	
   

  	
  Margin

  	
   

  
	
   

  	
   

  	
  Less than

  	
  3.00 : 1

  	
   

  	
   

  	
  1.250

  	
  %

  
	
   

  	
   

  	
  Greater than or equal to

  	
  3.00 : 1

  	
  but less than 3.40 : 1

  	
   

  	
  1.375

  	
  %

  



 






(1)                                  Terms
are as for the Senior Facilities as set out in Appendix A-3 to the Commitment
Letter except as otherwise specified.


26

















 


	
   

  	
   

  	
  Greater than or equal to

  	
  3.40 : 1

  	
  but less than 3.80 : 1

  	
   

  	
  1.500

  	
  %

  
	
   

  	
   

  	
  Greater than or equal to

  	
  3.80 : 1

  	
  but less than 4.20 : 1

  	
   

  	
  1.625

  	
  %

  
	
   

  	
   

  	
  Greater than or equal to

  	
  4.20 : 1

  	
  but less than 4.50 : 1

  	
   

  	
  1.750

  	
  %

  
	
   

  	
   

  	
  Greater than or equal to

  	
  4.50 : 1

  	
  but less than 4.80 : 1

  	
   

  	
  1.875

  	
  %

  
	
   

  	
   

  	
  Greater than or equal to

  	
  4.80 : 1

  	
  but less than 5.00 : 1

  	
   

  	
  2.125

  	
  %

  
	
   

  	
   

  	
  Greater than or equal to

  	
  5.00 : 1

  	
   

  	
   

  	
  2.250

  	
  %

  



 


	
   

  	
   

  	
  There
  will be no time period restrictions (other than the first quarter after
  Closing) for adjustments in the Margin Ratchet and no limitations on the
  number of step-downs in the Margin Ratchet that can apply in any quarter.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Upon
  an Event of Default which is continuing, the Interest Margin for each of the
  RCF, Tranche A and Tranche A1 shall immediately revert to 2.25% per annum
  until such time as the Event of Default has been remedied or waived.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Voluntary Prepayment:

  	
   

  	
  Voluntary prepayments of Tranche B will be permitted in whole or in part on
  terms customary in transactions of this nature, subject to a 1.00% prepayment
  premium during the first 18 months from the Merger Closing Date (or the
  Structuring Date, whichever is later). Tranche B Lenders shall have the
  option during such period to decline prepayment in which case those proceeds
  shall prepay the Lenders under Tranches A and A1 and any non-declining
  Lenders under Tranche B or Tranche B1 (pro rata). Thereafter
  prepayments made without premium or penalty and applied pro rata
  across Tranches A, A1, B and B1.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Mandatory Prepayments:

  	
   

  	
  Application
  of prepayments against Tranches A, A1, B and B1 (pro rata),
  then RCF. Tranche B Lenders have the option to decline prepayment during the
  first 18 months from the Merger Closing Date (or the Structuring Date,
  whichever is later) in which case those proceeds shall prepay the Lenders
  under Tranches A and A1 and any non-declining Lenders under Tranche B or
  Tranche B1 (pro rata).

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Cancellation:

  	
   

  	
  Any amount
  of Tranche B not drawn down on the Structuring Date shall automatically be
  cancelled on that date.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Security:

  	
   

  	
  As for the
  other Senior Facilities described in Appendix A-3.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tranche B
  will rank pari passu with the other Senior
  Facilities in all respects.

  	
   

  



 


27

















 


APPENDIX
A-5


 


ALTERNATIVE
STRUCTURE - SUMMARY OF PRINCIPAL TERMS & CONDITIONS(2)


 


	
  The
  Borrower:

  	
   

  	
  If the Structure
  Notice is given prior to the Merger Closing Date, the Alternative Bridge
  Facility will be borrowed initially by Merger Sub and then immediately repaid
  (on an intra-day basis) from the proceeds of a second drawing in an identical
  amount under the Alternative Bridge Facility, by NTL Cable plc. If the
  Structure Notice is given after the Merger Closing Date, the Alternative
  Bridge Facility will be borrowed by NTL Cable plc. “Alternative Bridge
  Facility” shall thereafter refer to the facility drawn by NTL Cable plc and “Borrower”
  shall refer to NTL Cable plc. 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Bridge
  Facility:

  	
   

  	
  £600,000,000
  (the “Alternative Bridge Facility”).

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Purpose:

  	
   

  	
  As the Senior Bridge Facility described in Appendix A-1 to the
  Commitment Letter (the “Senior  Bridge Facility”).

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Availability
  and Drawdown:

  	
   

  	
  As for the Senior Bridge Facility, provided that, if the Merger
  Closing Date shall have occurred, the Alternative Bridge Facility shall only
  be available until the date falling 3 months after the Merger Closing Date
  and shall be drawn within 4 business days of receipt by the Mandated Lead
  Arrangers of the Structure Notice.

   

  Conditions as for the Senior Bridge Facility, except that, if drawn
  after the Merger Closing Date, subject to the additional condition that the
  Arrangers are satisfied that once funded, the proceeds of the £600,000,000
  drawn by NTL Cable plc. under the Alternative Bridge Facility and the
  £1,200,000,000 drawn under the Tranche B of the Senior Facilities, will be
  immediately used to repay (on an intra-day basis)  the Initial Bridge Loans borrowed by Merger
  Sub.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Fees:

  	
   

  	
  As in the Bridge Fees Letter referring to the Senior Bridge Facility.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Interest Margin:

  	
   

  	
  As with the Senior Bridge Facility (including step-ups), except that
  the starting margin shall be 500 basis points. To the extent that the
  Alternative Bridge Facility is funded after the Merger Closing Date, the
  interest rate applicable on the Bridge Loans under the Alternative Bridge
  Loans shall be the rate that would have applied on the relevant date had the
  Alternative Bridge Facility been drawn on the Merger Closing Date. 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Caps:

  	
   

  	
  As in the Senior Bridge Facility.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Collateral and Guarantees:

  	
   

  	
  Subject to US tax limitations, guarantees as for the existing bonds
  issued by NTL Cable plc. Security over the shares of NTL Inc., NTL (UK) Group, Inc.
  and NTL Communications Limited. Subject to an intercreditor agreement, same
  security as for Senior Facilities, on a second ranking basis (but not on the
  Exchange Notes) to the extent legally permitted.

  	
   

  



 






(2)                                  Terms
are as for the Senior Bridge Facility except as otherwise specified.


 


28