Exhibit 10.31


 




 


 





3 March 2006

£1,800,000,000 SENIOR BRIDGE FACILITIES
AGREEMENT


 


between


 


TELEWEST GLOBAL, INC.

(to
be renamed NTL Incorporated)

as Ultimate Parent


 


NEPTUNE BRIDGE BORROWER LLC

as Initial Borrower


 


DEUTSCHE BANK AG, LONDON BRANCH

J.P. MORGAN PLC

THE ROYAL BANK OF SCOTLAND PLC

GOLDMAN SACHS INTERNATIONAL

as
Bookrunners and Mandated Lead Arrangers


 


 


J.P. MORGAN EUROPE LIMITED

as
Facility Agent and Security Trustee


 


and


 


THE
LENDERS


 




 





 





















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  DEFINITIONS AND INTERPRETATION

  	
  1

  
	
   

  	
  1.1

  	
  Definitions

  	
  1

  
	
   

  	
  1.2

  	
  Accounting Expressions

  	
  42

  
	
   

  	
  1.3

  	
  Construction

  	
  43

  
	
   

  	
  1.4

  	
  Currency

  	
  44

  
	
   

  	
  1.5

  	
  Statutes

  	
  44

  
	
   

  	
  1.6

  	
  Time

  	
  45

  
	
   

  	
  1.7

  	
  References to Agreements

  	
  45

  
	
   

  	
  1.8

  	
  Holding Company of Ultimate Parent

  	
  45

  
	
   

  	
  1.9

  	
  No Personal Liability

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  THE FACILITIES

  	
  45

  
	
   

  	
  2.1

  	
  The Facilities

  	
  45

  
	
   

  	
  2.2

  	
  Purpose

  	
  46

  
	
   

  	
  2.3

  	
  Several Obligations

  	
  46

  
	
   

  	
  2.4

  	
  Several Rights

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  CONDITIONS

  	
  46

  
	
   

  	
  3.1

  	
  Conditions Precedent

  	
  46

  
	
   

  	
  3.2

  	
  Conditions Subsequent

  	
  46

  
	
   

  	
  3.3

  	
  Certain Funds Period

  	
  47

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  UTILISATION AND EXTENSION

  	
  47

  
	
   

  	
  4.1

  	
  Conditions to Utilisation

  	
  47

  
	
   

  	
  4.2

  	
  Lenders’ Participations

  	
  48

  
	
   

  	
  4.3

  	
  Initial Maturity Date and Conversion of
  Initial Loans

  	
  48

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  REPAYMENT OF LOANS

  	
  49

  
	
   

  	
  5.1

  	
  Repayment of Initial Loans

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  CANCELLATION

  	
  49

  
	
   

  	
  6.1

  	
  Voluntary Cancellation

  	
  49

  
	
   

  	
  6.2

  	
  Notice of Cancellation

  	
  49

  
	
   

  	
  6.3

  	
  Cancellation of Available Commitments

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  VOLUNTARY PREPAYMENT

  	
  49

  
	
   

  	
  7.1

  	
  Voluntary Prepayment

  	
  49

  
	
   

  	
  7.2

  	
  Right of Prepayment and Cancellation in
  relation to a single Lender

  	
  50

  
	
   

  	
  7.3

  	
  Application
  of Repayments

  	
  50

  
	
   

  	
  7.4

  	
  Notice of Repayment

  	
  50

  
	
   

  	
  7.5

  	
  Restrictions on Repayment

  	
  50

  



 


i

















 


	
   

  	
  7.6

  	
  No Reborrowing

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  MANDATORY PREPAYMENT AND CANCELLATION

  	
  50

  
	
   

  	
  8.1

  	
  Change of Control

  	
  50

  
	
   

  	
  8.2

  	
  Repayment from Net Proceeds

  	
  50

  
	
   

  	
  8.3

  	
  Repayment from Debt Proceeds

  	
  52

  
	
   

  	
  8.4

  	
  Repayment from Equity Proceeds

  	
  53

  
	
   

  	
  8.5

  	
  Repayment from Securitisations

  	
  53

  
	
   

  	
  8.6

  	
  Repayment from Take-Out Debt Proceeds 

  	
  53

  
	
   

  	
  8.7

  	
  Repayment in Connection with Structure 2

  	
  54

  
	
   

  	
  8.8

  	
  Application to Senior Facilities

  	
  54

  
	
   

  	
  8.9

  	
  Trapped Cash

  	
  54

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  INTEREST

  	
  55

  
	
   

  	
  9.1

  	
  Interest Periods

  	
  55

  
	
   

  	
  9.2

  	
  Duration

  	
  55

  
	
   

  	
  9.3

  	
  Consolidation of Initial Loans

  	
  55

  
	
   

  	
  9.4

  	
  Division of Initial Loans

  	
  55

  
	
   

  	
  9.5

  	
  Payment of Interest

  	
  56

  
	
   

  	
  9.6

  	
  Interest Rate

  	
  56

  
	
   

  	
  9.7

  	
  Notification

  	
  56

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  MARKET DISRUPTION AND ALTERNATIVE INTEREST
  RATES

  	
  56

  
	
   

  	
  10.1

  	
  Market Disruption

  	
  56

  
	
   

  	
  10.2

  	
  Substitute Interest Rate

  	
  57

  
	
   

  	
  10.3

  	
  Alternative Rate

  	
  57

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  COMMISSIONS AND FEES

  	
  57

  
	
   

  	
  11.1

  	
  Fees

  	
  57

  
	
   

  	
  11.2

  	
  Agency Fee

  	
  58

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  TAXES

  	
  58

  
	
   

  	
  12.1

  	
  Tax Gross-up

  	
  58

  
	
   

  	
  12.2

  	
  Forms; Lender Tax Status

  	
  59

  
	
   

  	
  12.3

  	
  Tax Indemnity

  	
  60

  
	
   

  	
  12.4

  	
  Tax Refund

  	
  61

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  INCREASED COSTS

  	
  62

  
	
   

  	
  13.1

  	
  Increased Costs

  	
  62

  
	
   

  	
  13.2

  	
  Increased Costs Claims

  	
  62

  
	
   

  	
  13.3

  	
  Exceptions

  	
  62

  



 


ii

















 


	
  14.

  	
  ILLEGALITY

  	
  63

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  MITIGATION

  	
  63

  
	
   

  	
  15.1

  	
  Mitigation

  	
  63

  
	
   

  	
  15.2

  	
  Limitation of Liability

  	
  64

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
  REPRESENTATIONS AND WARRANTIES

  	
  64

  
	
   

  	
  16.1

  	
  Time for making Representations and
  Warranties

  	
  64

  
	
   

  	
  16.2

  	
  Due Organisation

  	
  64

  
	
   

  	
  16.3

  	
  No Deduction

  	
  64

  
	
   

  	
  16.4

  	
  Claims Pari Passu

  	
  64

  
	
   

  	
  16.5

  	
  No Immunity

  	
  65

  
	
   

  	
  16.6

  	
  Governing Law and Judgments

  	
  65

  
	
   

  	
  16.7

  	
  All Actions Taken

  	
  65

  
	
   

  	
  16.8

  	
  No Filing or Stamp Taxes

  	
  65

  
	
   

  	
  16.9

  	
  Binding Obligations

  	
  65

  
	
   

  	
  16.10

  	
  No Winding-up

  	
  65

  
	
   

  	
  16.11

  	
  No Event of Default

  	
  66

  
	
   

  	
  16.12

  	
  No Material Proceedings

  	
  66

  
	
   

  	
  16.13

  	
  Original Financial Statements

  	
  66

  
	
   

  	
  16.14

  	
  No Material Adverse Change

  	
  66

  
	
   

  	
  16.15

  	
  No Undisclosed Liabilities

  	
  66

  
	
   

  	
  16.16

  	
  Accuracy of Information

  	
  66

  
	
   

  	
  16.17

  	
  Indebtedness and Encumbrances

  	
  67

  
	
   

  	
  16.18

  	
  Execution of Finance Documents

  	
  67

  
	
   

  	
  16.19

  	
  Structure

  	
  68

  
	
   

  	
  16.20

  	
  Environmental Matters

  	
  68

  
	
   

  	
  16.21

  	
  Necessary Authorisations

  	
  69

  
	
   

  	
  16.22

  	
  Intellectual Property

  	
  69

  
	
   

  	
  16.23

  	
  Ownership of Assets

  	
  69

  
	
   

  	
  16.24

  	
  Payment of Taxes

  	
  69

  
	
   

  	
  16.25

  	
  Pension Plans

  	
  69

  
	
   

  	
  16.26

  	
  Security

  	
  70

  
	
   

  	
  16.27

  	
  Investment Company Act

  	
  70

  
	
   

  	
  16.28

  	
  Margin Stock

  	
  70

  
	
   

  	
  16.29

  	
  Insurance

  	
  70

  
	
   

  	
  16.30

  	
  Centre of Main Interests

  	
  70

  
	
   

  	
  16.31

  	
  Merger Documents

  	
  70

  
	
   

  	
  16.32

  	
  Broadcasting Act 1990

  	
  71

  



 


iii

















 


	
   

  	
  16.33

  	
  Telecommunications, Cable and Broadcasting
  Laws

  	
  71

  
	
   

  	
  16.34

  	
  US Patriot Act

  	
  71

  
	
   

  	
  16.35

  	
  Compliance with ERISA

  	
  71

  
	
   

  	
  16.36

  	
  Repetition

  	
  72

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
  FINANCIAL INFORMATION

  	
  73

  
	
   

  	
  17.1

  	
  Financial Statements

  	
  73

  
	
   

  	
  17.2

  	
  Provisions relating to Bank Group Financial
  Information

  	
  74

  
	
   

  	
  17.3

  	
  Budget

  	
  75

  
	
   

  	
  17.4

  	
  Other Information

  	
  76

  
	
   

  	
  17.5

  	
  Compliance Certificates

  	
  76

  
	
   

  	
  17.6

  	
  Access

  	
  77

  
	
   

  	
  17.7

  	
  Change in Accounting Practices

  	
  78

  
	
   

  	
  17.8

  	
  Notifications

  	
  79

  
	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
  FINANCIAL CONDITION

  	
  79

  
	
   

  	
  18.1

  	
  Financial Definitions

  	
  79

  
	
   

  	
  18.2

  	
  Ratios

  	
  85

  
	
   

  	
  18.3

  	
  Equity Cure Right

  	
  86

  
	
   

  	
  18.4

  	
  Currency Calculations

  	
  87

  
	
   

  	
  18.5

  	
  Pro Forma Calculations

  	
  87

  
	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
  POSITIVE UNDERTAKINGS

  	
  87

  
	
   

  	
  19.1

  	
  Application of Initial Loans

  	
  87

  
	
   

  	
  19.2

  	
  Financial Assistance and Fraudulent
  Conveyance

  	
  87

  
	
   

  	
  19.3

  	
  Necessary Authorisations

  	
  88

  
	
   

  	
  19.4

  	
  Compliance with Applicable Laws

  	
  88

  
	
   

  	
  19.5

  	
  Insurance

  	
  88

  
	
   

  	
  19.6

  	
  Intellectual Property

  	
  88

  
	
   

  	
  19.7

  	
  Ranking of Claims

  	
  89

  
	
   

  	
  19.8

  	
  Pay Taxes

  	
  89

  
	
   

  	
  19.9

  	
  Hedging

  	
  89

  
	
   

  	
  19.10

  	
  Pension Plans

  	
  91

  
	
   

  	
  19.11

  	
  Environmental Matters

  	
  91

  
	
   

  	
  19.12

  	
  Further Assurance

  	
  92

  
	
   

  	
  19.13

  	
  Centre of Main Interests

  	
  93

  
	
   

  	
  19.14

  	
  Group Structure Chart

  	
  93

  
	
   

  	
  19.15

  	
  Contributions to the Bank Group

  	
  93

  
	
   

  	
  19.16

  	
  “Know your client” checks

  	
  93

  
	
   

  	
  19.17

  	
  Change in Auditors

  	
  94

  



 


iv

















 


	
   

  	
  19.18

  	
  Syndication

  	
  94

  
	
   

  	
  19.19

  	
  Assets

  	
  95

  
	
   

  	
  19.20

  	
  ERISA

  	
  95

  
	
   

  	
  19.21

  	
  Steps Paper

  	
  96

  
	
   

  	
  19.22

  	
  NTL High Yield Notes

  	
  98

  
	
   

  	
  19.23

  	
  Securities Demand

  	
  99

  
	
   

  	
  19.24

  	
  Extended Term Loan Documents

  	
  100

  
	
   

  	
  19.25

  	
  Exchange Notes

  	
  100

  
	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
  NEGATIVE UNDERTAKINGS

  	
  101

  
	
   

  	
  20.1

  	
  Content Transaction

  	
  101

  
	
   

  	
  20.2

  	
  Negative Pledge

  	
  101

  
	
   

  	
  20.3

  	
  Loans and Guarantees

  	
  104

  
	
   

  	
  20.4

  	
  Financial Indebtedness

  	
  106

  
	
   

  	
  20.5

  	
  Dividends, Distributions and Share Capital

  	
  108

  
	
   

  	
  20.6

  	
  Disposals

  	
  109

  
	
   

  	
  20.7

  	
  Change of Business

  	
  113

  
	
   

  	
  20.8

  	
  Mergers

  	
  113

  
	
   

  	
  20.9

  	
  Joint Ventures

  	
  115

  
	
   

  	
  20.10

  	
  Transactions with Affiliates

  	
  115

  
	
   

  	
  20.11

  	
  Change in Financial Year

  	
  116

  
	
   

  	
  20.12

  	
  Limitations on Hedging

  	
  117

  
	
   

  	
  20.13

  	
  Acquisitions and Investments

  	
  117

  
	
   

  	
  20.14

  	
  High Yield Notes

  	
  120

  
	
   

  	
  20.15

  	
  No Restrictions on Payments

  	
  120

  
	
   

  	
  20.16

  	
  Holdco Covenants

  	
  121

  
	
   

  	
  20.17

  	
  No Amendments

  	
  122

  
	
   

  	
  20.18

  	
  Parent Debt

  	
  122

  
	
   

  	
  20.19

  	
  Solvent Liquidation

  	
  123

  
	
   

  	
  20.20

  	
  ERISA

  	
  125

  
	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
  ACCEDING GROUP COMPANIES

  	
  126

  
	
   

  	
  21.1

  	
  Acceding Guarantors

  	
  126

  
	
   

  	
  21.2

  	
  Acceding Holding Company

  	
  126

  
	
   

  	
  21.3

  	
  Assumption of Rights and Obligations

  	
  126

  
	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
  EVENTS OF DEFAULT

  	
  126

  
	
   

  	
  22.1

  	
  Non-Payment

  	
  127

  
	
   

  	
  22.2

  	
  Covenants

  	
  127

  
	
   

  	
  22.3

  	
  Other Obligations

  	
  127

  



 


v

















 


	
   

  	
  22.4

  	
  Misrepresentation

  	
  127

  
	
   

  	
  22.5

  	
  Cross Default

  	
  128

  
	
   

  	
  22.6

  	
  Insolvency

  	
  128

  
	
   

  	
  22.7

  	
  Winding-up

  	
  128

  
	
   

  	
  22.8

  	
  Execution or Distress

  	
  129

  
	
   

  	
  22.9

  	
  Similar Events

  	
  129

  
	
   

  	
  22.10

  	
  Repudiation

  	
  129

  
	
   

  	
  22.11

  	
  Illegality

  	
  129

  
	
   

  	
  22.12

  	
  Intercreditor Default

  	
  129

  
	
   

  	
  22.13

  	
  Revocation of Necessary Authorisations

  	
  129

  
	
   

  	
  22.14

  	
  Material Adverse Effect

  	
  130

  
	
   

  	
  22.15

  	
  Material Proceedings

  	
  130

  
	
   

  	
  22.16

  	
  Change of Ownership

  	
  130

  
	
   

  	
  22.17

  	
  Acceleration

  	
  130

  
	
   

  	
  22.18

  	
  Repayment on Demand

  	
  131

  
	
   

  	
  22.19

  	
  Vanilla Clean-Up Period

  	
  131

  
	
   

  	
  22.20

  	
  Baseball Clean-Up Period

  	
  132

  
	
   

  	
  22.21

  	
  US Bankruptcy

  	
  132

  
	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
  DEFAULT INTEREST

  	
  132

  
	
   

  	
  23.1

  	
  Consequences of Non-Payment

  	
  132

  
	
   

  	
  23.2

  	
  Default Rate

  	
  133

  
	
   

  	
  23.3

  	
  Maturity of Default Interest

  	
  133

  
	
   

  	
  23.4

  	
  Construction of Unpaid Sum

  	
  133

  
	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
  GUARANTEE AND INDEMNITY

  	
  133

  
	
   

  	
  24.1

  	
  Guarantee

  	
  133

  
	
   

  	
  24.2

  	
  Indemnity

  	
  134

  
	
   

  	
  24.3

  	
  Continuing and Independent Obligations

  	
  134

  
	
   

  	
  24.4

  	
  Avoidance of Payments

  	
  134

  
	
   

  	
  24.5

  	
  Immediate Recourse

  	
  134

  
	
   

  	
  24.6

  	
  Waiver of Defences

  	
  134

  
	
   

  	
  24.7

  	
  No Competition

  	
  135

  
	
   

  	
  24.8

  	
  Appropriation

  	
  135

  
	
   

  	
  24.9

  	
  Limitation
  of Guarantees Generally

  	
  135

  
	
   

  	
  24.10

  	
  Limitation of Liabilities of United States
  Guarantors

  	
  136

  
	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
  AGENTS

  	
  136

  
	
   

  	
  25.1

  	
  Appointment of the Facility Agent

  	
  136

  
	
   

  	
  25.2

  	
  Duties of the Facility Agent

  	
  136

  



 


vi

















 


	
   

  	
  25.3

  	
  Role of the Bookrunners and the Arrangers

  	
  136

  
	
   

  	
  25.4

  	
  No Fiduciary Duties

  	
  136

  
	
   

  	
  25.5

  	
  Business with the Group

  	
  137

  
	
   

  	
  25.6

  	
  Discretion of the Facility Agent

  	
  137

  
	
   

  	
  25.7

  	
  Instructing Group’s Instructions

  	
  137

  
	
   

  	
  25.8

  	
  No Responsibility

  	
  138

  
	
   

  	
  25.9

  	
  Exclusion of Liability

  	
  138

  
	
   

  	
  25.10

  	
  Lender’s Indemnity

  	
  138

  
	
   

  	
  25.11

  	
  Resignation

  	
  139

  
	
   

  	
  25.12

  	
  Confidentiality

  	
  139

  
	
   

  	
  25.13

  	
  Facility Office

  	
  140

  
	
   

  	
  25.14

  	
  Lenders’ Associated Costs Details

  	
  140

  
	
   

  	
  25.15

  	
  Credit Appraisal by the Lenders

  	
  140

  
	
   

  	
  25.16

  	
  Deduction from Amounts Payable by the
  Facility Agent

  	
  140

  
	
   

  	
  25.17

  	
  Obligors’ Agent

  	
  141

  
	
   

  	
  25.18

  	
  Co-operation with the Facility Agent

  	
  141

  
	
   

  	
  25.19

  	
  “Know your client” checks

  	
  141

  
	
   

  	
  25.20

  	
  US Paying Agent

  	
  142

  
	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
  BORROWERS’ INDEMNITIES

  	
  142

  
	
   

  	
  26.1

  	
  General Indemnities

  	
  142

  
	
   

  	
  26.2

  	
  Break Costs

  	
  142

  
	
   

  	
   

  	
   

  	
   

  
	
  27.

  	
  CURRENCY OF ACCOUNT

  	
  142

  
	
   

  	
  27.1

  	
  Currency

  	
  142

  
	
   

  	
  27.2

  	
  Currency Indemnity

  	
  143

  
	
   

  	
   

  	
   

  	
   

  
	
  28.

  	
  PAYMENTS

  	
  143

  
	
   

  	
  28.1

  	
  Payment to the Facility Agent

  	
  143

  
	
   

  	
  28.2

  	
  Same Day Funds

  	
  143

  
	
   

  	
  28.3

  	
  Clear Payments

  	
  143

  
	
   

  	
  28.4

  	
  Partial Payments

  	
  144

  
	
   

  	
  28.5

  	
  Indemnity

  	
  144

  
	
   

  	
  28.6

  	
  Notification of Payment

  	
  144

  
	
   

  	
  28.7

  	
  Business Days

  	
  144

  
	
   

  	
   

  	
   

  	
   

  
	
  29.

  	
  SET-OFF

  	
  145

  
	
   

  	
  29.1

  	
  Right to Set-off

  	
  145

  
	
   

  	
  29.2

  	
  No Obligation

  	
  145

  
	
   

  	
   

  	
   

  	
   

  
	
  30.

  	
  SHARING AMONG THE FINANCE PARTIES

  	
  145

  
	
   

  	
  30.1

  	
  Payments to Finance Parties

  	
  145

  



 


vii

















 


	
   

  	
  30.2

  	
  Redistribution of Payments

  	
  145

  
	
   

  	
  30.3

  	
  Recovering Finance Party’s Rights

  	
  145

  
	
   

  	
  30.4

  	
  Reversal of Redistribution

  	
  146

  
	
   

  	
  30.5

  	
  Exceptions

  	
  146

  
	
   

  	
   

  	
   

  	
   

  
	
  31.

  	
  CALCULATIONS AND ACCOUNTS

  	
  146

  
	
   

  	
  31.1

  	
  Day Count Convention

  	
  146

  
	
   

  	
  31.2

  	
  Reference Banks

  	
  146

  
	
   

  	
  31.3

  	
  Maintain Accounts

  	
  147

  
	
   

  	
  31.4

  	
  Control Accounts

  	
  147

  
	
   

  	
  31.5

  	
  Prima Facie Evidence

  	
  147

  
	
   

  	
  31.6

  	
  Certificate of Finance Party

  	
  147

  
	
   

  	
  31.7

  	
  Certificate of the Facility Agent

  	
  147

  
	
   

  	
   

  	
   

  	
   

  
	
  32.

  	
  ASSIGNMENTS AND TRANSFERS

  	
  147

  
	
   

  	
  32.1

  	
  Successors and Assignees

  	
  147

  
	
   

  	
  32.2

  	
  Assignment or Transfers by Obligors

  	
  148

  
	
   

  	
  32.3

  	
  Assignments or Transfers by Lenders

  	
  148

  
	
   

  	
  32.4

  	
  Assignments

  	
  149

  
	
   

  	
  32.5

  	
  Transfer Deed

  	
  149

  
	
   

  	
  32.6

  	
  Transfer Fee

  	
  150

  
	
   

  	
  32.7

  	
  Disclosure of Information

  	
  150

  
	
   

  	
  32.8

  	
  No Increased Obligations

  	
  151

  
	
   

  	
  32.9

  	
  Notification

  	
  151

  
	
   

  	
   

  	
   

  	
   

  
	
  33.

  	
  COSTS AND EXPENSES

  	
  151

  
	
   

  	
  33.1

  	
  Transaction Costs

  	
  151

  
	
   

  	
  33.2

  	
  Extended
  Term Loan and Exchange Note Costs

  	
  151

  
	
   

  	
  33.3

  	
  Preservation and Enforcement Costs

  	
  152

  
	
   

  	
  33.4

  	
  Stamp Taxes

  	
  152

  
	
   

  	
  33.5

  	
  Amendments, Consents and Waivers

  	
  152

  
	
   

  	
  33.6

  	
  Lenders’ Indemnity

  	
  152

  
	
   

  	
  33.7

  	
  Value Added Tax

  	
  152

  
	
   

  	
   

  	
   

  	
   

  
	
  34.

  	
  REMEDIES AND WAIVERS

  	
  153

  
	
   

  	
   

  	
   

  	
   

  
	
  35.

  	
  NOTICES AND DELIVERY OF INFORMATION

  	
  153

  
	
   

  	
  35.1

  	
  Writing

  	
  153

  
	
   

  	
  35.2

  	
  Giving of Notice

  	
  153

  
	
   

  	
  35.3

  	
  Use of Websites/E-mail

  	
  153

  
	
   

  	
  35.4

  	
  Electronic Communication

  	
  154

  
	
   

  	
  35.5

  	
  Certificates of Officers

  	
  154

  



 


viii

















 


	
   

  	
  35.6

  	
  Patriot Act

  	
  155

  
	
   

  	
   

  	
   

  	
   

  
	
  36.

  	
  ENGLISH LANGUAGE

  	
  155

  
	
   

  	
   

  	
   

  	
   

  
	
  37.

  	
  PARTIAL INVALIDITY

  	
  155

  
	
   

  	
   

  	
   

  	
   

  
	
  38.

  	
  AMENDMENTS

  	
  155

  
	
   

  	
  38.1

  	
  Amendments

  	
  155

  
	
   

  	
  38.2

  	
  Consent

  	
  155

  
	
   

  	
  38.3

  	
  Technical Amendments

  	
  156

  
	
   

  	
  38.4

  	
  Guarantees and Security

  	
  156

  
	
   

  	
  38.5

  	
  Release of Guarantees and Security

  	
  156

  
	
   

  	
  38.6

  	
  Amendments affecting the Facility Agent

  	
  157

  
	
   

  	
  38.7

  	
  Calculation of Consent

  	
  157

  
	
   

  	
  38.8

  	
  Effect of Baseball Acquisition

  	
  157

  
	
   

  	
   

  	
   

  	
   

  
	
  39.

  	
  DELIVERY OF STRUCTURE NOTICE; STRUCTURE 2
  BRIDGE FACILITY AGREEMENT

  	
  158

  
	
   

  	
  39.1

  	
  Delivery of
  Structure Notice

  	
  158

  
	
   

  	
  39.2

  	
  Structure 2 Bridge Facility Agreement

  	
  158

  
	
   

  	
   

  	
   

  	
   

  
	
  40.

  	
  THIRD PARTY RIGHTS

  	
  158

  
	
   

  	
   

  	
   

  	
   

  
	
  41.

  	
  COUNTERPARTS

  	
  159

  
	
   

  	
   

  	
   

  	
   

  
	
  42.

  	
  GOVERNING LAW

  	
  159

  
	
   

  	
  42.1

  	
  Governing Law of Agreement

  	
  159

  
	
   

  	
   

  	
   

  	
   

  
	
  43.

  	
  JURISDICTION

  	
  159

  
	
   

  	
  43.1

  	
  Courts

  	
  159

  
	
   

  	
  43.2

  	
  Waiver

  	
  159

  
	
   

  	
  43.3

  	
  Service of Process

  	
  159

  
	
   

  	
  43.4

  	
  Proceedings in Other Jurisdictions

  	
  160

  
	
   

  	
  43.5

  	
  General Consent

  	
  160

  
	
   

  	
  43.6

  	
  Waiver of Immunity

  	
  160

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 13  SUMMARY TERMS AND CONDITIONS OF EXTENDED
  TERM LOANS

  	
  161

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 14  DESCRIPTION OF EXCHANGE NOTES

  	
  167

  
	
   

  	
   

  	
   

  	
   

  
	
  ANNEX A

  	
   

  



 


ix

















 


THIS AGREEMENT is dated 3 March 2006


 


BETWEEN:


 


(1)           TELEWEST GLOBAL, INC. (to be
renamed “NTL Incorporated” on or following consummation of the Merger),
a company incorporated in the State of Delaware, United States of America,
whose registered office is at 1105 North Market Street, Suite 1300,
Wilmington, Delaware 19801, United States of America (the “Ultimate Parent”);


 


(2)           NEPTUNE BRIDGE
BORROWER LLC, a Delaware limited liability company (“Merger Sub” or the “Initial
Borrower”);


 


(3)           DEUTSCHE BANK AG, LONDON BRANCH, J.P. MORGAN PLC, THE
ROYAL BANK OF SCOTLAND PLC and GOLDMAN SACHS INTERNATIONAL (each
a “Bookrunner” and together, the “Bookrunners”);


 


(4)           DEUTSCHE BANK AG, LONDON BRANCH, J.P. MORGAN PLC, THE
ROYAL BANK OF SCOTLAND PLC and GOLDMAN SACHS INTERNATIONAL (each a “Mandated Lead Arranger” and together, the “Mandated Lead Arrangers”);


 


(5)           J.P. MORGAN EUROPE LIMITED (as agent for and on behalf of the Finance
Parties, the “Facility Agent”);


 


(6)           J.P. MORGAN
EUROPE LIMITED
(as security trustee for and on behalf of the Finance Parties, the “Security Trustee”);


 


(7)           THE LENDERS (as defined below).


 


1.             DEFINITIONS AND INTERPRETATION


 


1.1          Definitions


 


In this Agreement the following terms have the meanings set out below.


 


“A1 Facility” means the term loan facility granted to the
Baseball Cash Bidco pursuant to Clause 2.1(b) of the Senior Facilities
Agreement.


 


“Acceding Group Company”
means an Acceding Guarantor or an Acceding Holding Company.


 


“Acceding Guarantor” means
any entity required to accede to this Agreement pursuant to Clause 19.12 (Further Assurance) which has complied with the requirements
of Clause 21.1 (Acceding Guarantors).


 


“Acceding Holding Company”
means any person which becomes the Holding Company of the Ultimate Parent and
which has complied with the requirements of Clause 21.2 (Acceding Holding Company).


 


“Acceleration Date” means
the date on which a written notice has been served under Clause 22.17 (Acceleration).


 


“Acceptable Hedging Agreement”
means a Hedging Agreement entered into on the terms of the International Swaps &
Derivatives Association Inc. 1992 or 2002 Master Agreement (Multicurrency-Cross
Border) under which:


 

















 


(a)           if the 1992 Master Agreement is used, “Second Method” and “Market
Quotation” are specified as the payment method applicable;


 


(b)           if the 2002 Master Agreement is used, the relevant agreement
provides for two way payments; and


 


(c)           the governing Law is English or New York Law.


 


“Accession Notice” means a
duly completed notice of accession in the form of Part 1 of Schedule 7
(Form of Accession Notice).


 


“Act” means the Companies
Act 1985 (as amended).


 


“Additional Assets” means any property,
stock or other assets to be used by any member of the Bank Group in the Group
Business or any business whose primary operations are directly related to the
Group Business.


 


“Affiliate” means, in
relation to a person, any other person directly or indirectly controlling,
controlled by or under direct or indirect common control with that person, and
for these purposes “control” shall be construed so as to mean the ownership,
either directly or indirectly and legally or beneficially, of more than 50% of
the issued share capital of a company or the ability to control, either
directly or indirectly, the affairs or the composition of the board of
directors (or equivalent of it) of a company and “controlling”, “controlled by”
and “under common control with” shall be construed accordingly.


 


“Agreed Business Plan”
means the business plan, financial model and analysis of the future funding
requirements of the Company and the Bank Group prepared by the Company and
approved by NTL and delivered to the Mandated Lead Arrangers, in the agreed
form, prior to the date of this Agreement.


 


“Alternative Baseball Acquisition” means
the acquisition (other than pursuant to the Baseball Scheme) by any member of
the Bank Group of not less than 71% of the total issued share capital of
Baseball which is funded by Alternative Baseball Financing or by Guaranteed
Parent Debt.


 


“Alternative Baseball Financing” means,
following the cancellation of the A1 Facility Commitments and the B1 Facility
Commitments (each under and as defined in the Senior Facilities Agreement), an
amount of up to £500 million raised by way of the introduction of one or more
tranches under the Senior Facilities Agreement, and having a final maturity
date which falls no earlier than the Final Maturity Date (as defined in the
Senior Facilities Agreement) for the A Facility, for the purposes of (i) paying
the cash consideration of an Alternative Baseball Acquisition, (ii) refinancing
the Existing Baseball Facilities and (iii) paying fees, costs and expenses
payable by or on behalf of the Bank Group in connection with the Alternative
Baseball Acquisition.


 


“Ancillary Facility”
means the “Ancillary Facility” as defined in the Senior Facilities Agreement.


 


“Anti-Terrorism Laws” mean:


 


(a)           Executive Order No. 13224 of September 23, 2001 - Blocking
Property and Prohibiting Transactions With Persons Who Commit, Threaten To
Commit, or Support Terrorism (the “Executive Order”);


 


(b)           the Uniting and Strengthening of America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56
(commonly known as the USA Patriot Act); and


 


2

















 


(c)           the Money Laundering Control Act of 1986, Public Law 99-570.


 


“Applicable Margin” means,
with respect to any Initial Loan, 600 basis points during the 3 month period
commencing on the Utilisation Date; and for each subsequent 3 month period (or
part thereof) thereafter until the Extension Date, 50 basis points higher than
the Applicable Margin for the immediately preceding 3 month period.


 


“Arrangers” means the
Mandated Lead Arrangers and “Arranger”
means any of them.


 


“Asset Passthrough” means a
series of transactions between a Bank Holdco, one or more members of the Bank
Group and an Asset Transferring Party where:


 


(a)           in the case of an asset being transferred by a Bank Holdco to the
Asset Transferring Party that asset:


 


(i)            is first transferred by such Bank Holdco to a member of the Bank Group;
and


 


(ii)           may then be transferred between various
members of the Bank Group, and is finally transferred (insofar as such
transaction relates to the Bank Group) to an Asset Transferring Party; or


 


(b)           in the case of an asset being transferred by an Asset Transferring
Party to a Bank Holdco, that asset:


 


(i)            is first transferred by that Asset Transferring Party to a member of
the Bank Group; and


 


(ii)           may then be transferred between various members of the Bank Group, and
is finally transferred (insofar as such transaction relates to the Bank Group)
to such Bank Holdco,


 


and where the purpose of each such asset transfer is, in the case of an
Asset Passthrough of the type described in paragraph (a), to enable a Bank
Holdco to indirectly transfer assets (other than cash) to that Asset
Transferring Party and, in the case of an Asset Passthrough of the type
described in paragraph (b), is to enable an Asset Transferring Party to
indirectly transfer assets (other than cash) to a Bank Holdco, in either case,
by way of transfers of those assets to and from (and, if necessary, between)
one or more members of the Bank Group in such a manner as to be neutral to the
Bank Group taken as a whole provided that:


 


(w)           the consideration payable (if any) by the
first member of the Bank Group to acquire such assets comprises either (i) cash
funded or to be funded directly or indirectly by a payment from (in the case of
an Asset Passthrough of the type described in paragraph (a)) the Asset
Transferring Party and (in the case of an Asset Passthrough of the type
described in paragraph (b)) a Bank Holdco, in either case, in connection with
that series of transactions or (ii) Subordinated Funding or (iii) the
issue of one or more securities;


 


(x)           the consideration payable by (in the case of
an Asset Passthrough of the type described in paragraph (a)) the Asset
Transferring Party is equal to the consideration received or receivable by a
Bank Holdco and (in the case of an Asset Passthrough of the type described in
paragraph (b)) by a Bank Holdco is equal to the consideration received or receivable
by the Asset Transferring Party (and for this purpose, a security issued by one
company shall constitute equal consideration to a security issued by another
company where such securities have been issued on substantially the same terms
and subject to the same conditions);


 


3

















 


(y)           all of the transactions comprising such a
series of transactions (from and including the transfer of the assets by a Bank
Holdco to and including the acquisition of those assets by the Asset
Transferring Party or vice versa) are completed within two Business Days; and


 


(z)           upon completion of all of the transactions
comprising such a series of transactions, no person (other than another member
of the Bank Group) has any recourse to any member of the Bank Group and no
member of the Bank Group which is not an Obligor may have any recourse to an
Obligor, in each case in relation to such a series of transactions (other than
in respect of (i) the Subordinated Funding or any rights and obligations
under the securities, in each case, mentioned in paragraph (w) above and (ii) covenants
as to title provided, in the case of an Asset Passthrough of the type described
in paragraph (a), in favour of the Asset Transferring Party on the same terms
as such covenants were provided by the Bank Holdco in respect of the relevant
assets and, in the case of an Asset Passthrough of the type described in
paragraph (b), in favour of the Bank Holdco on the same terms as such covenants
were provided by the Asset Transferring Party in respect of the relevant
assets).


 


“Asset Transferring Party”
means the member of the Group (or any person in which a member of the Bank
Group owns an interest but which is not a member of the Group), other than a
member of the Bank Group (except where the asset being transferred is a
security where such member of the Group may be a member of the Bank Group), who
is the initial transferor or final transferee in respect of a transfer to or
from a Bank Holdco, as the case may be, through one or more members of the Bank
Group.


 


“Associated Costs Rate”
means, in relation to any Initial Loan or Unpaid Sum, the rate determined in
accordance with Schedule 6 (Associated
Costs Rate).


 


“Authorisation” means an
authorisation, consent, approval, resolution, licence, exemption, filing,
notarisation or registration.


 


“Available Commitment”
means, in relation to a Lender, the aggregate amount of its Available Tranche A
Facility Commitments and Available Tranche B Facility Commitments or, in the
context of a particular Facility, its Available Tranche A Facility Commitments
or its Available Tranche B Facility Commitments, as the context may require.


 


“Available
Tranche A Facility Commitment” means, in relation to a Lender, at
any time and save as otherwise provided in this Agreement, the Sterling Amount
of its Tranche A Facility Commitment at such time, adjusted to take account of any cancellation or reduction of, or any
transfer by such Lender or any transfer to it of, any Tranche A Facility
Commitment, in each case, pursuant to the terms of this Agreement, provided
always that such amount shall not be less than zero.


 


“Available
Tranche B Facility Commitment” means, in relation to a Lender, at
any time and save as otherwise provided in this Agreement, the Sterling Amount
of its Tranche B Facility Commitment at such time, adjusted to take account of any cancellation or reduction of, or any
transfer by such Lender or any transfer to it of, any Tranche B Facility
Commitment, in each case, pursuant to the terms of this Agreement, provided
always that such amount shall not be less than zero.


 


“Available Facility” means,
in relation to a Facility at any time, the aggregate amount of the Available
Commitments in respect of that Facility at that time.


 


4

















 


“B1 Facility” means the term loan facility granted pursuant to
Clause 2.1(c) of the Senior Facilities Agreement to Baseball Cash Bidco
and/or, pursuant to the provisions of Clause 2.2 of the Senior Facilities Agreement,
the US Senior Facilities Borrower.


 


“Bank Group” means:


 


(a)           for the purposes of the definition of “Bank Group Consolidated
Revenues”, Clause 17.1 (Financial Statements),
Clause 17.3 (Budget) and Clause
18 (Financial Condition) and any other
provisions of this Agreement using the terms defined in Clause 18 (Financial Condition):


 


(i)            the
Company and TCN;


 


(ii)           NTL South Herts, for so long as a member of
the Bank Group is the general partner of South Hertfordshire United Kingdom Fund, Ltd or if it becomes a
wholly-owned Subsidiary of the Company;


 


(iii)         Fawnspring Limited, for so long as it is a
Subsidiary of the Company;


 


(iv)          each of the Company’s and TCN’s other direct
and indirect Subsidiaries from time to time, excluding the Bank Group Excluded Subsidiaries; and


 


(v)            without prejudice to sub-paragraph (iv) above, each of
the direct and indirect Subsidiaries from time to time of NTL Communications
Limited, excluding any Subsidiary thereof which has a direct or indirect
interest in the Company or TCN;


 


(b)           for all other purposes:


 


(i)            the
Company and TCN and each of their respective direct and indirect Subsidiaries
from time to time, other than the Bank Group Excluded Subsidiaries; and


 


(ii)           each of the direct and indirect Subsidiaries
from time to time of NTL Communications Limited to the extent not already included by virtue of
sub-paragraph (i) above, and excluding, any Subsidiary thereof which has a
direct or indirect interest in the Company or TCN,


 


but excluding for all purposes under (a) and (b) above:


 


(i)            any
Permitted Joint Ventures; and


 


(ii)           the
Baseball Group, if the Baseball Acquisition is funded by a Stand Alone Baseball
Financing.


 


For information purposes only, the members of the Bank Group as at the
date of this Agreement for the purposes of paragraph (b) are listed in Part 1
of Schedule 9 (Members of the Bank
Group).


 


“Bank Group Cash Flow” has
the meaning ascribed to it in Clause 18.1 (Financial
Definitions).


 


“Bank Group Consolidated Revenues”
means, in respect of any period, the consolidated revenues for the Bank Group
for that period as evidenced by the financial information provided in respect
of that period pursuant to Clause 17.1 (Financial
Statements).


 


“Bank Group Excluded Subsidiary”
means:


 


5

















 


(a)           any Subsidiary of the UK Senior Facilities Borrowers or NTL
Communications Limited which is a Dormant Subsidiary and which (i) has
assets (save for loans existing on the date of this Agreement owed to it by
other members of the Bank Group) with an aggregate value of £10,000 or less;
and (ii) is not a Guarantor;


 


(b)           Telewest Finance Corporation;


 


(c)           Flextech Interactive Limited;


 


(d)           Fawnspring Limited;


 


(e)           NTL South Herts and its Subsidiaries, until such time as NTL South
Herts becomes a wholly-owned Subsidiary of the Company;


 


(f)            any Subsidiary of the UK Senior Facilities Borrowers or NTL
Communications Limited which is a Project Company; and


 


(g)           any company which becomes a Subsidiary of the Parent or NTL
Communications Limited in each case, after the date of this Agreement pursuant
to an Asset Passthrough,


 


provided that any Bank Group
Excluded Subsidiary may, at the election of the Parent and upon not less than
10 Business Days’ prior written notice to the Facility Agent, cease to be a
Bank Group Excluded Subsidiary and become a member of the Bank Group.


 


“Bank Holdco” means a
direct Holding Company of a member of the Bank Group which is not a member of
the Bank Group.


 


“Barclays Intercreditor Agreement”
has the meaning given to such term in the Group Intercreditor Agreement.


 


“Baseball” means Virgin Mobile Holdings
(UK) plc, incorporated in England & Wales with registered number
3741555 and having its registered offices at Willow Grove House, Windsor Road,
White Horse Business Park, Trowbridge, Wiltshire, BA14 0TQ.


 


“Baseball Acquisition” means the
proposed acquisition by the Baseball Bidcos of the entire issued and to be
issued share capital of Baseball by way of a scheme of arrangement under Section 425
of the Act with Baseball’s shareholders.


 


“Baseball Bidcos” means
Baseball Cash Bidco and Baseball Stock Bidco.


 


“Baseball Cash Bidco” means
NTL Investment Holdings Limited, a company incorporated in England &
Wales with registered number 3173552 and having its registered office at NTL
House, Bartley Wood Business Park, Hook, Hampshire RG27 9UP.


 


“Baseball Clean-Up Period” means the period commencing on the
Baseball Effective Date and ending on the date falling 4 months and 2 weeks
thereafter.


 


“Baseball
Effective Date” means the date on which the Court Order is filed
with the Registrar of Companies pursuant to Section 425 of the Act.


 


“Baseball
Group” means Baseball and each of its Subsidiaries from time to
time.


 


6

















 


“Baseball Press Release” means the
announcement (in the form agreed with the Bookrunners on or before the date of
this Agreement) in accordance with Rule 2.5 of the Takeover Code in
respect of the Baseball Scheme by the Baseball Bidcos of all of the issued and
to be issued Baseball Shares not already owned by the Baseball Bidcos.


 


“Baseball Scheme” means the scheme of arrangement under Section 425
of the Act to be proposed by
Baseball to its shareholders, details of which are 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 Baseball setting out the proposals for the Baseball Scheme
pursuant to which the Baseball Bidcos will acquire all of the issued and to be
issued Baseball Shares not already owned by the Baseball Bidcos.


 


“Baseball Shares” means the ordinary shares of Baseball issued
as at the date of this Agreement, together with any shares to be issued by
Baseball prior to the Baseball Effective Date.


 


“Baseball Stock Bidco”
means NTL (UK) Group, Inc., a company incorporated in the State of
Delaware, United States of America, registered as a foreign company under the
Act with registered number FC018124 and having its registered office at 9 East
Loockerman Street, Suite 1B, Dover, Delaware 19901, United States of
America.


 


“BBA LIBOR” means, in
relation to LIBOR, the British Bankers Association Interest Settlement Rate for
Dollars for the relevant Interest Period displayed on the appropriate page of
the Telerate screen.  If the agreed page is
replaced or service ceases to be available, the Facility Agent may specify
another page or service displaying the appropriate rate after consultation
with the Company and the Lenders.


 


“BBC Guarantees” means the guarantees required to be given by
the Senior Facilities Borrowers in favour of BBC Worldwide Limited pursuant to
the shareholder agreements relating to the UKTV Joint Ventures.


 


“Blocked Account” means
each interest bearing account maintained with the Senior Facility Agent (or
such other bank as the Senior Facility Agent and the Company may jointly
determine) in the name of a Senior Facilities Obligor which is secured in
favour of the Security Trustee under the Senior Facilities Agreement pursuant
to the Senior Facilities Security Documents, or as otherwise required by the
terms of the Senior Facilities Agreement.


 


“Bookrunners” has the meaning assigned
to such term in the opening clauses of this Agreement.


 


“Borrower” means initially,
the Initial Borrower and, following completion of the merger of the Initial
Borrower with NTL pursuant to the terms and conditions of the Merger Agreement,
NTL.


 


“Break Costs” means the
amount (if any) by which:


 


(a)           the interest (excluding the Applicable Margin and Associated Costs
Rate) which a Lender should have received for the period from the date of
receipt of all or any part of its participation in an Initial Loan or Unpaid
Sum to the last day of the current Interest Period in respect of that Initial
Loan or Unpaid Sum, had the amount so received been paid on the last day of
that Interest Period;


 


exceeds:


 


(b)           the amount which that Lender would be able to obtain by placing an
amount equal to the principal amount of such Initial Loan or Unpaid Sum
received or recovered by it on deposit with a leading


 


7

















 


bank in the Relevant Interbank Market for a
period starting on the Business Day following such receipt or recovery and
ending on the last day of the current Interest Period.


 


“Bridge Blocked Account”
means each interest bearing account maintained with the Facility Agent (or such
other bank as the Facility Agent and the Borrower may jointly determine) in the
name of the Borrower which is secured in favour of the Security Trustee on
terms satisfactory to the Facility Agent and the Security Trustee, both acting
reasonably.


 


“Bridge Group”
means the Ultimate Parent and each of its direct and indirect Subsidiaries from
time to time which are not members of the Bank Group, excluding (i) Telewest
UK and (ii) any Subsidiary which is also a Subsidiary of any member of the
Bank Group. (1)


 


“Budget” means in respect
of any financial year commencing after 31 December 2006, the budget for
such financial year, in the form and including the information required to be
delivered by the Ultimate Parent to the Facility Agent pursuant to Clause 17.3
(Budget).


 


“Business Day” means a day
(other than a Saturday or Sunday) on which (a) banks generally are open
for business in London and (b) if such reference relates to a date for the
payment or purchase of any sum denominated in:


 


(a)           euro (A) is a TARGET Day and (B) is a day on which banks
generally are open for business in the financial centre selected by the
Facility Agent for receipt of payments in euro; or


 


(b)           in a currency other than euro, banks generally are open for business
in the principal financial centre of the country of such currency.


 


“Business Division Transaction” means any sale, transfer,
demerger, contribution, spin off or distribution of, any creation or
participation in any joint venture and/or entering into any other transaction
or taking any action with respect to, in
each case, any assets, undertakings and/or businesses of the Group which
comprise all or part of the “NTL — Business Segment” of the Group, to or with
any other entity or person, whether or not within the Group or the Bank Group,
in each case, where such transaction has the prior approval of an Instructing
Group.


 


“Captive Insurance Company” means any captive insurance
company for the Group (or any part thereof, which includes the Bank Group).


 


“Cash” has the meaning
ascribed to it in Clause 18.1 (Financial
Definitions).


 


“Cash Equivalent Investment”
means:


 


(a)           debt securities which are freely negotiable and marketable:


 


(i)            which mature not more than 12 months from the date of acquisition;
and


 


(ii)           which are rated at least AA by Standard & Poor’s or Fitch
or Aa2 by Moody’s;


 






(1)   Certain immaterial subsidiaries of
the Ultimate Parent may be excluded from the definition of Bridge Group for
purposes of Clauses 16 (Representations and Warranties) and 22 (Events of
Default).  Details to be provided.


 


8

















 


(b)           certificates of deposit of, or time deposits or overnight bank deposits
with, any commercial bank whose short-term securities are rated at least A-2 by
Standard and Poor’s or Fitch or P-2 by Moody’s and having maturities of 12
months or less from the date of acquisition;


 


(c)           commercial paper of, or money market accounts or funds with or
issued by, an issuer rated at least A-2 by Standard & Poor’s or Fitch
or P-2 by Moody’s and having an original tenor of 12 months or less;


 


(d)           medium term fixed or floating rate notes of an issuer rated at least
AA by Standard & Poor’s or Fitch or Aa2 by Moody’s at the time of
acquisition and having a remaining term of 12 months or less from the date of
acquisition; or


 


(e)           any investment in a money market fund or enhanced yield fund (i) whose
aggregate assets exceed £250 million and (ii) at least 90% of whose assets
constitute Cash Equivalent Investments of the type described in paragraphs (a) to
(d) of this definition.


 


“CCFC” means Communications Cable
Funding Corp, a Delaware corporation whose registered office is at 160
Greentree Drive, Suite 101, Dover, Delaware 19904, USA.


 


“Centre of Main Interests”
has the meaning given to it in Article 3(1) of Council Regulation
(EC) NO 1346/2000 of 29 May 2000 on Insolvency Proceedings.


 


“Certain Funds Period”
means the period commencing on the date of this Agreement and ending on the
earlier of (i) 2 October 2006 and (ii) the Merger Closing Date.


 


“Change in Tax Law” means
the introduction, implementation, repeal, withdrawal or change in, or in the
interpretation, administration or application of any Law relating to taxation (a) in
the case of a participation in an Initial Loan by a Lender named in Schedule 1
(Lenders and Commitments) after the date
of this Agreement, or (b) in the case of a participation in an Initial
Loan by any other Lender, after the date upon which such Lender becomes a party
to this Agreement in accordance with the provisions of Clause 32 (Assignments and Transfers).


 


“Change of Control” means:


 


(a)           any “person” or “group” (as such terms are used in Sections 13(d) and
14(d) of the Exchange Act) other than any Permitted Holder or a “group” of
Permitted Holders, becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Exchange Act, except that for purposes of this
paragraph (a) such person or “group” shall be deemed to have “beneficial
ownership” of all shares that such person or group has the right to acquire,
whether such right is exercisable immediately or only after the passage of
time), directly or indirectly, of more than 30% of the Voting Stock of the Ultimate
Parent (for the purposes of this paragraph (a), such person shall be
deemed to beneficially own any Voting Stock of an entity held by any other
entity (the “parent entity”), if such person is the beneficial owner (as defined in this
paragraph (a)), directly or indirectly, of more than 50% of the Voting
Stock of such parent entity);


 


(b)           the sale of all or substantially all of the assets of the Bank Group
taken as a whole;


 


(c)           during any period of two consecutive years, individuals who at the
beginning of such period constituted the board of directors of the Ultimate
Parent (together with any new directors whose election by such board of
directors or whose nomination for election by the shareholders of such company
was approved by a vote of a majority of the directors of such company then
still in office who were either directors at the beginning of such period or
whose election or nomination


 


9

















 


for election was previously so approved)
cease for any reason to constitute a majority of the board of directors of the
Ultimate Parent, then in the office;


 


(d)           any change of control (howsoever defined) occurs under the Existing
High Yield Notes or (if applicable) any High Yield Refinancing, in each case,
for so long as any principal amount remains owing under the same and to the
extent such Existing High Yield Notes or (if applicable) High Yield Refinancing
are not defeased; or


 


(e)           any change of control (howsoever defined) occurs under the Senior
Facilities Agreement or, if applicable the Exchange Notes or the NTL High Yield
Notes, in each case, for so long as any principal amount remains owing under
the same and in the case of the Exchange Notes and NTL High Yield Notes only,
to the extent such Exchange Notes or NTL High Yield Notes are not defeased,


 


provided that an event or transaction shall not constitute a Change of
Control under paragraphs (a), (b) or (c) above:


 


(i)            in the event that the
Ultimate Parent becomes a wholly-owned Subsidiary of a Holding Company and the
stockholders of such Holding Company are substantially the same as the
stockholders of the Ultimate Parent prior to such transaction (in the case of
clause (c) above, such Holding Company shall be treated as the
Ultimate Parent thereafter);


 


(ii)           if the transaction is a “Non-Control
Acquisition”; or


 


(iii)          as a result of any
transactions expressly contemplated by the Steps Paper.


 


For
these purposes:


 


a “Non-Control Acquisition”
shall mean (a) any acquisition of Voting Stock of the Ultimate Parent by
an employee benefit plan (or a trust forming a part thereof) maintained by the
Ultimate Parent or any Subsidiary of the Ultimate Parent or any person or
entity acting in its capacity as trustee, agent or other fiduciary or
administrator of any such plan or trust, (b) any acquisition of Voting
Stock of the Ultimate Parent by the Ultimate Parent or any Subsidiary of the
Ultimate Parent, or (c) any “Non-Control Transaction”; and


 


a “Non-Control Transaction”
shall mean (a) a merger, amalgamation or consolidation of the Ultimate
Parent or any Subsidiary of the Ultimate Parent with or into another entity or
entities, or (b) a sale of all or substantially all of the assets of the
Bank Group taken as a whole to another entity or entities (each under
clause (a) and (b) a “Transaction”)
in which:


 


(a)           the stockholders of the Ultimate Parent immediately before such
Transaction own directly or indirectly immediately following such Transaction
at least 50% of the Voting Stock of the surviving or transferee entity or
entities of such Transaction or the ultimate parent company to such surviving
or transferee entity or entities; and


 


(b)           the individuals who were members of the board of directors of the
Ultimate Parent immediately prior to the execution of the agreement providing
for such Transaction constitute at least a majority of the members of the board
of directors of the surviving or transferee entity or entities of such
Transaction or, if such surviving or transferee entity or entities is not the
ultimate parent company to the Bank Group, the ultimate parent company to such
surviving or transferee entity or entities.


 


10

















 


Upon and following a Non-Control Acquisition, under clauses (a) and
(c) above, the term the “Ultimate Parent” shall be deemed to be a
reference to such surviving or transferee entity or, if such surviving or
transferee entity or entities is not the ultimate parent company to the Bank
Group, the ultimate parent company to such surviving or transferee entity or
entities.


 


“Code” means the Internal
Revenue Code of 1986, as amended from time to time, and the regulations
promulgated thereunder.  Section references
to the Code are to the Code, as in effect at the date of this Agreement and any
subsequent provisions of the Code, amendatory of it, supplemental to it or
substituted therefor.


 


“Commitment” means:


 


(b)           when
designated “Tranche A Facility” in relation to a Lender at any time, its
obligation to make an Initial Loan to the Borrower on the Utilisation Date in
an amount equal to the amount set forth opposite its name in the relevant
column of Schedule 1 (Lenders and
Commitments) or as specified in the Transfer Deed pursuant to which
such Lender becomes a party to this Agreement; and


 


(c)           when
designated “Tranche B Facility” in relation to a Lender at any time, its
obligation to make an Initial Loan to the Borrower on the Utilisation Date in
an amount equal to the amount set forth opposite its name in the relevant
column of Schedule 1 (Lenders and
Commitments) or as specified in the Transfer Deed pursuant to which
such Lender becomes a party to this Agreement,


 


and without
any such designation means “Tranche A Facility Commitment” and “Tranche B
Facility Commitment”, as the context requires.


 


“Commitment Letter” means
the letter dated 3 March 2006 from the Bookrunners to NTL and the Company
in relation to the commitment of the Bookrunners to arrange and underwrite the
Facilities together with the related accession notices entered into by the
Arrangers.


 


“Company” means:


 


(a)           NTLIH; or


 


(b)           following a solvent liquidation of NTLIH pursuant to the provisions
of Clause 20.19, NTL Finance Limited.


 


“Compliance Certificate”
means a certificate substantially in the form set out in Schedule 8 (Form of Quarterly Compliance Certificate)
or such other similar form as the Facility Agent shall agree with the Ultimate
Parent.


 


“Consolidated Debt Service”
has the meaning ascribed to it in Clause 18.1 (Financial
Definitions).


 


“Consolidated Net Debt” has
the meaning ascribed to it in Clause 18.1 (Financial
Definitions).


 


“Consolidated Net Income”
has the meaning ascribed to it in Clause 18.1 (Financial
Definitions).


 


“Consolidated Operating Cashflow”
has the meaning ascribed to it in Clause 18.1 (Financial
Definitions).


 


“Consolidated Total Debt”
has the meaning ascribed to it in Clause 18.1 (Financial
Definitions).


 


11

















 


“Consolidated Total Net Cash Interest
Payable” has the meaning ascribed to it in Clause 18.1 (Financial Definitions).


 


“Content” means any rights
to broadcast, transmit, distribute or otherwise make available for viewing,
exhibition or reception (whether in analogue or digital format and whether as a
channel or an Internet service, a teletext-type service, an interactive
service, or an enhanced television service or any part of any of the foregoing,
or on a pay-per-view basis, or near video-on-demand, or video-on-demand basis
or otherwise) any one or more of audio and/or visual images, audio content, or
interactive content (including hyperlinks, re-purposed web-site content,
database content plus associated templates, formatting information and other
data including any interactive applications or functionality), text, data,
graphics, or other content, by means of any means of distribution, transmission
or delivery system or technology (whether now known or herein after invented).


 


“Content Transaction” means
any sale, transfer, demerger, contribution, spin-off or distribution of, any
creation or participation in any joint venture and/or entering into any other
transaction or taking any action with respect to, in each case, any assets,
undertakings and/or businesses of the Group which comprise all or part of the
Content business of the Group, to or with any other entity or person whether or
not within the Group or Bank Group.


 


“Contribution Notice” means
a financial support direction issued by the Pensions Regulator under section 38
or section 47 of the Pensions Act 2004.


 


“Court Order”
means the order of the Court confirming the sanctioning of the Baseball Scheme
as required by Section 425 of the Act.


 


“Cost” means the cost
estimated in good faith by the relevant member of the Bridge Group or Bank
Group to have been incurred or to be received by that member of the Bridge
Group or Bank Group in the provision or receipt of the relevant service,
facility or arrangement, including, without limitation, a proportion of any
material employment, property, information technology, administration,
utilities, transport and materials or other costs incurred or received in the
provision or receipt of such service, facility or arrangement, but excluding
costs which are either not material or not directly attributable to the
provision or receipt of the relevant service, facility or arrangement.


 


“Current Assets” has the
meaning ascribed to it in Clause 18.1 (Financial
Definitions).


 


“Current Liabilities” has
the meaning ascribed to it in Clause 18.1 (Financial
Definitions).


 


“Debt Proceeds” means the
cash proceeds received in respect of any Financial Indebtedness raised by any
member of the Group (after deducting all reasonable fees, commissions, costs
and expenses incurred by any member of the Group in connection with such
raising) whether raised by way of bilateral or syndicated credit facilities, in
the international or domestic debt capital markets or otherwise and including,
for the avoidance of doubt, any debt which at any time following issuance is
capable of being converted or exchanged into equity.


 


“Debt Service Cover Ratio”
has the meaning given to such term in paragraph (c) of Clause 18.2 (Ratios).


 


“Deductions Limit” means the total
amounts which are deductible for the purposes of UK corporation tax by members
of the Bank Group in any financial year and which (a) arise from the
payment or accrual of actual or imputed amounts of interest on, or (b) constitute
foreign exchange losses on, any loan made to any member of the Bank Group by
any Non-Bank Group UK Taxpayer.


 


12

















 


“Default” means an Event of
Default or any event or circumstance which (with the expiry of a grace period,
the giving of notice, the making of any determination under any of the Finance
Documents or any combination of any of the foregoing) would be an Event of Default
provided that in relation to any event which is subject to a materiality
threshold or condition before such event would constitute an Event of Default,
such default shall not constitute a Default until such materiality threshold or
condition has been satisfied.


 


“Delivery Date” shall have the meaning
given to such term in Clause 39.2 (Structure 2 Bridge
Facility Agreement).


 


“Description
of Exchange Notes” means the description of the terms and conditions
of the Exchange Notes, as set out in Schedule 14 (Description
of Exchange Notes).


 


“Disposal” means any sale,
transfer, lease, surrender or other disposal by any member of the Bank Group of
any shares in any of its Subsidiaries or all or any part of its revenues,
assets, other shares, business or undertakings other than in the ordinary
course of business or trade.


 


“Documentary Credit” means
a letter of credit, bank guarantee, indemnity, performance bond or other
documentary credit issued or to be issued pursuant to Clause 5.1 of the Senior
Facilities Agreement.


 


“Dormant Subsidiary” means,
at any time, with respect to any company, any Subsidiary of such company which
is “dormant” as defined in Section 249AA of the Act (or the equivalent
under the laws of the jurisdiction of incorporation of the relevant company).


 


“Double Taxation Treaty”
means in relation to a payment of interest on an Initial Loan, any convention
or agreement between the government of the Borrower’s Relevant Tax Jurisdiction
and any other government for the avoidance of double taxation with respect to
taxes on income and capital gains which makes provision for exemption from tax
imposed by the Borrower’s Relevant Tax Jurisdiction on interest.


 


“Drawstop Default” means an
Event of Default arising under any of the following provisions:


 


(a)           with respect to the Ultimate Parent, NTL or the Merger Sub only,
Clause 22.1 (Non-Payment);


 


(b)           with respect to the Ultimate Parent or NTL only, Clause 22.2 (Covenants) by virtue of a breach of the
covenant in Clause 20.2 (Negative Pledge)
which has a material adverse effect on the Security (taken as a whole);


 


(c)           with respect to the Ultimate Parent, NTL or the Merger Sub only,
Clause 22.4 (Misrepresentation)
by virtue of a breach of any of the representations and warranties in Clause
16.2 (Due Organisation); or


 


(d)           with respect to the Ultimate Parent, NTL, the Company, TCN and the
Merger Sub only, Clause 22.6 (Insolvency),
Clause 22.7 (Winding-Up), Clause
22.8 (Execution and Distress) or
Clause 22.9 (Similar Events)
other than any such event which is caused by the occurrence or potential
occurrence of another Event of Default.


 


“DRC” means NTL (UK) Group, Inc., a
Delaware corporation whose registered office is at 160 Greentree Drive, Suite 101,
Dover, Delaware 19904, USA.


 


“Eligible Deposit Bank” has
the meaning ascribed to it in Clause 18.1 (Financial
Definitions).


 


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


 


13

















 


“EMU Legislation” means
legislative measures of the European Union for the introduction of, changeover
to or operation of the euro in one or more member states, being in part
legislative measures to implement the third stage of EMU.


 


“Encumbrance” means:


 


(a)           a mortgage, charge, pledge, lien, encumbrance or other security
interest securing any obligation of any person;


 


(b)           any arrangement under which money or claims to, or the benefit of, a
bank or other account may be applied, set-off or made subject to a combination
of accounts so as to effect payment of sums owed or payable to any person; or


 


(c)           any other type of agreement or preferential arrangement (including
title transfer and retention arrangements) having a similar effect.


 


“Engagement Letter” means the letter dated 3 March 2006
from the Bookrunners to NTL and the Company in relation to the engagement of
the Bookrunners as exclusive book-running lead managing underwriters in
connection with the issuance, sale or resale of the NTL High Yield Notes.


 


“Environment” means living
organisms including the ecological systems of which they form part and the
following media:


 


(a)           air (including air within natural or man-made structures, whether
above or below ground);


 


(b)           water (including territorial, coastal and inland waters, water under
or within land and water in drains and sewers); and


 


(c)           land (including land under water).


 


“Environmental Claim” means
any administrative, regulatory or judicial action, suit, demand, demand letter,
claim, notice of non-compliance or violation, investigation, proceeding, consent
order or consent agreement relating to any Environmental Law or Environmental
Licence.


 


“Environmental Law” means
all laws and regulations of any relevant jurisdiction which:


 


(a)           have as a purpose or effect the protection of, and/or prevention of harm
or damage to, the Environment;


 


(b)           provide remedies or compensation for harm or damage to the
Environment; or


 


(c)           relate to Hazardous Substances or health or safety matters.


 


“Environmental Licence”
means any Authorisations required at any time under Environmental Law.


 


“Equity Equivalent Funding”
means a loan made to, or any Financial Indebtedness owed by, any person where
the Financial Indebtedness incurred thereby:


 


(a)           may not be repaid at any time prior to the repayment in full of all
Outstandings and cancellation of all Available Commitments;


 


(b)           carries no interest or carries interest which is payable only on
non-cash pay terms or following repayment in full of all Outstandings and
cancellation of all Available Commitments; and


 


14

















 


(c)           is either (i) structurally and contractually subordinated to
the Facilities or (ii) contractually subordinated to the Facilities, in
each case, pursuant to the HYD Intercreditor Agreement and/or the Group
Intercreditor Agreement.


 


“Equity Proceeds” means the
cash proceeds raised by any member of the Group by way of equity securities
offerings in the international or domestic public equity capital markets (after
deducting all reasonable fees, commissions, costs and expenses incurred by any
member of the Group in connection with such raising) and which do not
constitute Debt Proceeds.


 


“ERISA” means the U.S.
Employee Retirement Income Security Act of 1974, as amended from time to time,
and the regulations promulgated and the rulings issued under it.  Section references to ERISA are to ERISA
as in effect on the date of this Agreement.


 


“ERISA Affiliate” means, in
relation to a member of the Bank Group, each person (as defined in section 3(9) of
ERISA) which together with that member of the Bank Group would be deemed to be
a “single employer” within the meaning of section 414(b), (c), (m) or (o)
of the Code.


 


“Eurobond” means one or more listed notes issued by the Company
to the US Senior Facilities Borrower after the date hereof either for cash
subscription in consideration of the novation of debt obligations under the
Senior Facilities Agreement or in exchange for and satisfaction of the Short
Term Notes, as the same may be amended, supplemented, restated, increased, replaced
or otherwise modified from time to time as permitted under this Agreement.


 


“European Interbank Market”
means the interbank market for euro operating in Participating Member States.


 


“Event of Default” means
any of the events or circumstances described as such in Clause 22 (Events of Default).


 


“Excess Capacity Network Service”
means the provision of network services, or agreement to provide network
services, by a member of the Bank Group in favour of one or more other members
of the Group where such network services are only provided in respect of the
capacity available to such member of the Bank Group in excess of that network
capacity it requires to continue to provide current services to its existing
and projected future customers and to allow it to provide further services to
both its existing and projected future customers.


 


“Excess Cash Flow” means in
relation to any financial year of the Company, Bank Group Cash Flow less (a) Consolidated
Debt Service for such financial year, (b) the aggregate amount of all
payments or prepayments of principal, whether voluntary or mandatory, of
Consolidated Total Debt made in such financial year, (c) proceeds of
disposals permitted by Clause 20.6(i)(ii) (Disposals) received during such financial year and (d) proceeds
from any Content Transaction or any Business Division Transaction received
during such financial year, provided that no such amounts prepaid and used in
the calculation under paragraph (b) shall be available for reborrowing
and, provided further that for the purposes of such calculation, no amount
shall be included or excluded more than once.


 


“Exchange Act” means the US
Securities Exchange Act of 1934, as amended.


 


“Exchange
Documents” means the Exchange Note Indenture, the Exchange Notes and
any Registration Rights Agreement.


 


15

















 


“Exchange Note” means each
of the securities issued under the Exchange Note Indenture; collectively, the “Exchange Notes.”


 


“Exchange
Note Holders” means registered holders of Exchange Notes.


 


“Exchange
Note Indenture” has the meaning assigned to such term in Clause
19.25 (Exchange Notes).


 


“Exchange
Note Trustee” has the meaning assigned to such term in Clause 19.25
(Exchange Notes).


 


“Excluded Group” means each
member of the Group which is not a member of the Bank Group.


 


“Excluded Group Operating Cashflow”
has the meaning ascribed to it in Clause 18.1 (Financial
Definitions).


 


“Excluded
Tax Deduction” means a deduction or withholding for or on account of
any tax (including any tax on the overall net income of any Lender) imposed as
a result of a connection or former connection between any Lender and the
jurisdiction imposing such tax, including without limitation any connection
arising from such Lender being or having been a citizen, domiciliary or
resident of such jurisdiction, being organized in such jurisdiction, or having
had a permanent establishment or fixed place of business therein, but excluding
any such connection arising solely from the activities of such recipient pursuant
to or in respect of the Finance Documents, including executing, delivering or
performing its obligations or receiving a payment under or enforcing the
Finance Documents.


 


“Existing Baseball Facilities” means the
certain senior facilities agreement dated 2 July 2004 made between,
amongst others, Baseball and Lloyds TSB Bank PLC as Original Lender and as
Agent (each as defined therein).


 


“Existing Credit Facilities”
means the Existing NTL Senior Credit Facilities Agreement, the Existing
Telewest Senior Credit Facilities Agreement, the Existing Telewest Second Lien
Credit Facility Agreement and the Existing Flextech Senior Credit Facilities
Agreement.


 


“Existing Encumbrance”
means any Encumbrance existing as at the date of this Agreement, details of
which are set out in Part 1 of Schedule 10 (Existing Encumbrances).


 


“Existing Financial Indebtedness”
means the Financial Indebtedness existing as at the date of this Agreement,
details of which are set out in Part 3 of Schedule 10 (Existing Financial Indebtedness).


 


“Existing Flextech Senior Credit
Facilities Agreement” means that certain senior credit facility
agreement dated 10 May 2005 made between the Flextech Broadband Limited
and Flextech Broadcasting Limited as original borrowers, Barclays Capital, BNP
Paribas, Citigroup Global Markets Limited, Credit Suisse First Boston, Deutsche
Bank AG London and others as Arrangers, Barclays Bank PLC as Agent and Security
Trustee, the Original Guarantors and the financial and other institutions named
therein as Lenders (each as defined therein).


 


“Existing Hedging Agreements”
means the hedging agreements existing as at the date of this Agreement, details
of which are set out in Part 6 of Schedule 10 (Existing Hedging Agreements).


 


“Existing High Yield Notes”
means the Sterling denominated 9.75% senior notes due 2014, the dollar
denominated 8.75% senior notes due 2014 and the euro denominated 8.75% senior
notes due 2014, in each case, issued by NTL Cable.


 


16

















 


“Existing Loans” means the
loans granted by members of the Bank Group existing as at the date of this
Agreement, details of which are set out in Part 2 of Schedule 10 (Existing Loans).


 


“Existing NTL Senior Credit Facilities
Agreement” means that certain senior credit facility dated 13 April 2004
made between NTL Incorporated as Ultimate Parent, NTL Investment Holdings
Limited as Borrower, Credit Suisse First Boston, Deutsche Bank AG London,
Goldman Sachs International, Morgan Stanley Dean Witter Bank Limited and others
as Mandated Lead Arrangers, Credit Suisse First Boston as Facility Agent and
Security Agent, GE Capital Structured Finance Group Limited as Administrative
Agent and the financial and other institutions named therein as Lenders (each
as defined therein).


 


“Existing Performance Bonds”
means each of the performance bonds or similar obligations issued by members of
the Bank Group existing as at the date of this Agreement, details of which are
set out in Part 4 of Schedule 10 (Existing
Performance Bonds).


 


“Existing Telewest Second Lien Credit
Facility Agreement” means that certain second lien facility
agreement dated 21 December 2004 made between Telewest UK Limited,
Telewest Communications Network Limited, Telewest Global France LLC, Barclays
Capital, BNP Paribas, Citigroup Global Markets Limited, Credit Suisse First
Boston, Deutsche Bank AG London and others as Mandated Lead Arrangers, Barclays
Bank PLC as Facility Agent and Security Trustee, Barclays Bank PLC as US Paying
Agent, the Original Guarantors and the financial and other institutions named
therein as Lenders (each as defined therein).


 


“Existing Telewest Senior Credit
Facilities Agreement” means that certain senior credit facility
dated 21 December 2004 made between the Borrower, Barclays Capital, BNP
Paribas, Citigroup Global Markets Limited, Credit Suisse First Boston, Deutsche
Bank AG London and others as Mandated Lead Arrangers, Barclays Bank PLC as
Facility Agent and Security Trustee, Barclays Bank PLC as US Paying Agent, GE
Capital Structured Finance Group Limited as Administrative Agent, the Original
Guarantors and the financial and other institutions named therein as Lenders
(each as defined therein).


 


“Existing UKTV Group Loan Stock”
means the loan stock and redeemable preference shares issued by members of the
UKTV Group, details of which are set out in Part 5 of Schedule 10 (Existing UKTV Group Loan Stock).


 


“Existing Vendor Financing
Arrangements” means each of the existing finance leases and vendor
financing arrangements existing as at the date of the Agreement, details of
which are set out in Part 7 of Schedule 10 (Existing Vendor Financing Arrangements).


 


“Extended
Term Loan” has the meaning assigned to such term in Clause 4.3 (Initial Maturity Date and Conversion of Initial Loans).


 


“Extended
Term Loan Credit Agreement” has the meaning assigned to such term in
Clause 19.24 (Extended Term Loan Documents).


 


“Extension Date” means the date on which
the Initial Loans are converted into Extended Term Loans pursuant to Clause 4.3
(Initial Maturity Date and Conversion of Initial
Loans).


 


“Facilities”
means the Tranche A Facility and the Tranche B Facility and “Facility” means any of them, as the context may require.


 


17

















 


“Facility Agent’s Spot Rate of
Exchange” means, in relation to 2 currencies, the Facility Agent’s
spot rate of exchange for the purchase of the first-mentioned currency with the
second-mentioned currency in the London foreign exchange market at or about 11 a.m.
on a particular day.


 


“Facility Office” means the
office notified by a Lender to the Facility Agent in writing on or before the
date it becomes a Lender or, following that date, (i) by not less than
five Business Days’ written notice as the office through which it will perform its
obligations under this Agreement where the office is situated in Financial
Action Task Force countries, or (ii) with the prior written consent of the
Facility Agent, an office through which it will perform its obligations under
this Agreement situated in non-Financial Action Task Force countries.


 


“Fees Letters” means the
fees letters referred to in Clauses 11.1 (Fees)
and 11.2 (Agency Fee).


 


“Final Maturity Date” means
the tenth anniversary of the Merger Closing Date.


 


“Finance Documents” means:


 


(a)           this
Agreement, any Accession Notices and any Transfer Deeds;


 


(b)           the
Fees Letters;


 


(c)           the
Engagement Letter;


 


(d)           the
Security Documents;


 


(e)           the
Security Trust Agreement;


 


(f)            any
other agreement or document entered into or executed by a member of the Group
pursuant to any of the foregoing documents; and


 


(g)           any
other agreement or document designated a “Finance Document”
in writing by the Facility Agent and the Borrower.


 


“Finance Lease” means a
lease treated as a capital or finance lease pursuant to GAAP.


 


“Finance Parties” means the
Facility Agent, the Arrangers, the Bookrunners, the Security Trustee and the
Lenders and “Finance Party” means
any of them.


 


“Financial Action Task Force”
means the Financial Action Task Force on Money Laundering, an inter-governmental
body, the purpose of which is the development and promotion of policies, at
both national and international levels, to combat money laundering.


 


“Financial Indebtedness”
means, without double counting, any Indebtedness for or in respect of:


 


(a)           moneys borrowed;


 


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


 


(c)           any amount raised pursuant to any note purchase facility or the
issue of bonds, notes, debentures, loan stock or any similar instrument (for
the avoidance of doubt excluding any loan notes or similar instruments issued
solely by way of consideration for the acquisition of assets in order to


 


18

















 


defer capital gains or equivalent taxes where
such loan notes or similar instruments are not issued for the purpose of
raising finance);


 


(d)           the principal portion of any liability in respect of any Finance
Lease;


 


(e)           receivables sold or discounted (other than any receivables to the
extent they are sold on a non-recourse basis);


 


(f)            the amount of any liability in respect of any purchase price for
assets or services the payment of which is deferred for a period in excess of
150 days in order to raise finance or to finance the acquisition of those
assets or services;


 


(g)           any amount raised under any other transaction (including any forward
sale or purchase agreement) required to be accounted for as indebtedness in
accordance with GAAP;


 


(h)           any derivative transaction entered into in connection with
protection against or benefit from fluctuation in any rate or price (and, when
calculating the value of any derivative transaction, only the marked to market
value shall be taken into account, provided that for the purposes of Clause
22.5 (Cross Default), only the
net amount not paid or which is payable by the relevant member of the Group
shall be included);


 


(i)            any amount raised pursuant to any issue of shares which are
expressed to be redeemable in cash (other than redeemable shares in respect of
which the redemption is prohibited until after repayment in full of all
Outstandings under the Facilities and all Senior Facilities Outstandings);


 


(j)            any counter-indemnity obligation in respect of a guarantee,
indemnity, bond, standby or documentary letter of credit or any other instrument
issued by a bank or financial or other institution; or


 


(k)           the amount of any liability in respect of any guarantee or indemnity
for the Financial Indebtedness of another person referred to in paragraphs (a) to
(j) above.


 


“Financial Officer” means the
Chief Financial Officer, the Deputy Chief Financial Officer, the Vice President
— Finance, the Controller or the Group Treasurer, in each case, of the Ultimate
Parent, the Company or the Group, or any similar officer of the Ultimate
Parent, the Company or of the Group.


 


“Financial Quarter” has the
meaning ascribed to it in Clause 18.1 (Financial
Definitions).


 


“Financial Support Direction”
means a financial support direction issued by the Pensions Regulator under Section 43
of the Pensions Act 2004.


 


“Fitch” means Fitch Ratings or any
successor thereof.


 


“Foreign Pension Plan”
means any plan, fund (including, without limitation, any superannuation fund)
or other similar program established or maintained outside the United States of
America by any member of the Group for the benefit of employees of any member
of the Group residing outside the United States of America, which plan, fund or
other similar program provides, or results in, retirement income, a deferral of
income in contemplation of retirement or payments to be made upon termination
of employment, and which plan is not subject to ERISA or the Code.


 


“Funded Excluded Subsidiary”
means, in respect of a Funding Passthrough, a Bank Group Excluded Subsidiary or
any person in which a member of the Bank Group owns an interest but which is
not a member of the Bank Group which:


 


19

















 


(a)           indirectly receives funding from a Bank Holdco; and/or


 


(b)           by way of dividend or other distribution, loan or payment of interest
on or the repayment of the principal amount of any indebtedness owed by it,
directly or indirectly, makes a payment to a Bank Holdco.


 


“Funding Passthrough” means
a series of transactions between a Bank Holdco, one or more members of the Bank
Group and a Funded Excluded Subsidiary where:


 


(a)           in the case of funding being provided by a Bank Holdco to the Funded
Excluded Subsidiary, that funding is:


 


(i)            first made available by the Bank Holdco to (in the case of the Parent)
the Company or, one of its Subsidiaries (other than in the case of NTL
Communications Limited, the Parent or any of its Subsidiaries) by way of the
subscription for new securities, capital contribution or Subordinated Funding;


 


(ii)           secondly (if relevant) made available by the recipient of the Funding
Passthrough under (i) above, to a member of the Bank Group (other than the
Company) which may be followed by one or more transactions between members of
the Bank Group (other than the Company) and finally made available by a member
of the Bank Group (other than the Company) to the Funded Excluded Subsidiary in
all such cases by way of either the subscription for new securities, the
advancing of loans or capital contribution; or


 


(b)           in the case of a payment to be made by the Funded Excluded
Subsidiary to a Bank Holdco that payment is:


 


(i)            first made by the Funded Excluded Subsidiary to a member of the Bank
Group, and thereafter is made between members of the Bank Group (as relevant),
by way of dividend or other distribution, loan or payment of interest on or the
repayment of the principal amount of any indebtedness owed by such Funded
Excluded Subsidiary or relevant member of the Bank Group; and


 


(ii)           finally made by the Company to the Parent or by one of the Subsidiaries
of NTL Communications Limited (other than the Parent or any of its
Subsidiaries) to NTL Communications Limited by way of dividend or other
distribution, loan or the payment of interest on or the repayment of the
principal amount of any loan made by way of Subordinated Funding.


 


“GAAP” means accounting
principles generally accepted in the United States of America.


 


“Group” means:


 


(a)           for the purposes of Clause 17.1 (Financial
Statements), Clause 17.3 (Budget)
and Clause 18 (Financial Condition)
and any other provisions in this Agreement using the terms defined in Clause 18
(Financial Condition):


 


(i)            the Ultimate Parent and its Subsidiaries from
time to time; and


 


(ii)           NTL South Herts, for so long as a member of the Group is the general
partner of South Hertfordshire United Kingdom Fund, Ltd. or if it becomes a
wholly-owned Subsidiary of the Group; and


 


20

















 


(b)           for all other purposes, the Ultimate Parent and its Subsidiaries
from time to time.


 


“Group Business” means the
provision of broadband and communications services, including:


 


(a)           residential telephone, mobile telephone, cable television and
Internet services, including wholesale Internet access solutions to Internet
service providers;


 


(b)           data, voice and Internet services to large businesses, public sector
organisations and small and medium sized enterprises;


 


(c)           national and international communications transport services to
communications companies; and


 


(d)           the provision of Content,


 


and any related ancillary or complementary business to any of the
services described above in the United Kingdom, the Isle of Man, the Republic
of Ireland and the Channel Islands provided that “Group Business” may include
the provision of any such services outside the United Kingdom, the Isle of Man,
the Republic of Ireland and the Channel Islands which constitute a non-material
part of the Group Business and which are acquired pursuant to an acquisition
permitted under the terms of this Agreement.


 


“Group Intercreditor Agreement”
means the intercreditor agreement dated on or about the Merger Closing Date
between, among others, certain of the Senior Facilities Obligors, other members
of the Group and the Senior Facilities Finance Parties.


 


“Group Structure Chart”
means:


 


(a)           as at the date of this Agreement,
the group structure charts relating to the Telewest Group and the NTL Group, in
each case, as constituted immediately prior to the Merger Closing Date, which
have been delivered to the Facility Agent prior to the date hereof; and


 


(b)           thereafter, the group structure
charts delivered to the Facility Agent pursuant to paragraph 2 of Part 5
of Schedule 4 (Further Conditions Subsequent Documents)
or any updated group structure chart which is delivered to the Facility Agent
pursuant to Clause 19.14 (Group Structure
Chart) from time to time.


 


“Guaranteed Parent Debt”
has the meaning given to such term in paragraph (h) of Clause 20.4 (Financial Indebtedness).


 


“Guarantors” means the Original Guarantor and any Acceding
Guarantors; and “Guarantor” means
any one of them as the context requires, provided that in either case, such
person has not been released from its rights and obligations as a Guarantor
hereunder pursuant to Clause 38.5 (Release
of Guarantees or Security).


 


“Hazardous Substance” means
any waste, pollutant, contaminant or other substance (including any liquid,
solid, gas, ion, living organism or noise) that may be harmful to human health
or other life or the Environment.


 


“Hedge Counterparty” means
each Senior Facilities Lender or Affiliate of a Senior Facilities Lender which
is a party to a Hedging Agreement entered into for the purposes of Clause 19.9
(Hedging) and “Hedge Counterparties” means all such Senior
Facilities Lenders or Affiliates.


 


21

















 


“Hedging Agreement” means
any agreement in respect of an interest rate swap, currency swap, forward
foreign exchange transaction, cap, floor, collar or option transaction or any
other treasury transaction or any combination of it or any other transaction
entered into in connection with protection against or benefit from fluctuation
in any rate or price.


 


“High Yield Refinancing”
means any Financial Indebtedness incurred for the purposes of refinancing all
or a portion of the Existing High Yield Notes and/or the NTL High Yield Notes
including any Financial Indebtedness incurred for the purpose of the payment of
all principal, interest, fees, expenses, commissions, make-whole and any other
contractual premium payable under the Existing High Yield Notes and/or the NTL
High Yield Notes, as the case may be, being refinanced and any reasonable fees,
costs and expenses incurred in connection with such refinancing, in respect of
which the following terms apply:


 


(a)           the final maturity date or redemption date of such refinancing
occurs on or after the scheduled redemption date in respect of the high yield
notes being refinanced;


 


(b)           the average life of the High Yield Refinancing is not less than (or
in respect of a refinancing in part, is equal to) the remaining average life of
the high yield notes which are being refinanced, as at the time of such
refinancing; and


 


(c)           the Financial Indebtedness constituted by any High Yield Refinancing
is structurally subordinated to the Senior Facilities on a basis no less favourable
to the Senior Facilities than the basis on which the Existing High Yield Notes
and/or the NTL High Yield Notes, as the case may be, are subordinated to the
Senior Facilities.


 


“Holding Company” of a
company means a company of which the first-mentioned company is a Subsidiary.


 


“HYD Intercreditor Agreement”
means the intercreditor agreement dated 13 April 2004 between certain of
the Senior Facilities Obligors, the Senior Facilities Finance Parties and the
indenture trustee in respect of the Existing High Yield Notes as the same may
otherwise be amended, supplemented, novated or restated from time to time.


 


“Increased Cost” means:


 


(a)           any reduction in the rate of return from a Facility or on a Finance
Party’s (or an Affiliate’s) overall capital;


 


(b)           any additional or increased cost; or


 


(c)           any reduction of any amount due and payable under any Finance
Document,


 


which is incurred or suffered by a Finance Party or any of its
Affiliates to the extent that it is attributable to that Finance Party having
agreed to make available its Commitment or having funded or performed its
obligations under any Finance Document.


 


“Indebtedness” means any
obligation (whether incurred as principal or as surety) for the payment or
repayment of money, whether present or future, actual or contingent (including
interest and other charges relating to it).


 


“Information Memoranda” means the
Initial Information Memorandum and the Subsequent Information Memorandum.


 


22

















 


“Initial Information Memorandum”
means the information memorandum dated February 2006 approved by NTL
concerning the Obligors which, at the request of NTL and on its behalf, was
prepared in relation to the Facilities and the business, assets, financial
condition and prospects of the Group and which has been made available by the
Mandated Lead Arrangers to selected banks and other institutions for the
purpose of syndicating the Facilities, as supplemented by the Forms 10-K of the
Ultimate Parent and NTL, each dated 28 February 2006.


 


“Initial Borrower” has the meaning
assigned to such term in the opening clauses of this Agreement.


 


“Initial Loan” means any loan made under
the Facilities.


 


“Initial Maturity Date” means the date
falling 12 months after the Utilisation Date.


 


“Initial Security Documents”
means the security documents listed in Part 3 of Schedule 4 (Initial Security Documents).


 


“Instructing Group” means, at any time, Lenders holding more than 50%
in principal amount of outstanding Loans (or, prior to the Utilisation of the
Facilities, more than 50% of the Commitments).


 


“Intellectual Property Rights”
means any patent, trade mark, service mark, registered design, trade name or
copyright or any license to use any of the same.


 


“Interest” has the meaning
ascribed to it in Clause 18.1 (Financial
Definitions).


 


“Interest Cover Ratio” has
the meaning given to such term in paragraph (b) of Clause 18.2 (Ratios).


 


“Interest Period” has the
meaning assigned to such term in Clause 9.1 (Interest
Periods).


 


“Intra-Group Services”
means:


 


(a)           the sale of programming or other Content by any member(s) of the
Group to one or more members of the Bank Group on arms’ length terms;


 


(b)           the lease or sublease of office space, other premises or equipment
on arms’ length terms by one or more members of the Bank Group to one or more
members of the Group or by one or more members of the Group to one or more
members of the Bank Group;


 


(c)           the provision or receipt of other services, facilities or other
arrangements (in each case not constituting Financial Indebtedness) in the
ordinary course of business, by or from one or more members of the Bank Group
to or from one or more members of the Group including, without limitation (i) the
employment of personnel, (ii) provision of employee healthcare or other
benefits, (iii) acting as agent to buy equipment, other assets or services
or to trade with residential or business customers and (iv) the provision
of audit, accounting, banking, IT, telephony, office, administrative,
compliance, payroll or other similar services, provided that the consideration
for the provision thereof is, in the reasonable opinion of the Ultimate Parent,
no less than Cost; and


 


(d)           the extension, in the ordinary course of business and on terms no
less favourable to the relevant member of the Bank Group than arms’ length
terms, by or to any member of the Bank Group to or by any such member of the
Group of trade credit not constituting Financial Indebtedness in relation to
the provision or receipt of Intra-Group Services referred to in paragraphs (a),
(b) or  (c) above.


 


23

















 


“IRS Ruling” means the private ruling from the US Internal
Revenue Service being sought by NTL the effect of which is to permit the cash
portion of the purchase price for the Merger to be financed through borrowings
by members of the Bank Group incorporated in England & Wales without
giving rise to materially adverse tax consequences to NTL, the Ultimate Parent
or their respective shareholders whether prior to or following the Merger.


 


“Joint Venture” means any
joint venture, partnership or similar arrangement between any member of the
Bank Group and any other person that is not a member of the Bank Group.


 


“Joint Venture Group” means
any Joint Venture and its subsidiaries from time to time (including upon and
following the Merger Closing Date, the UKTV Group).


 


“Law” means:


 


(a)           common or customary law;


 


(b)           any constitution, decree, judgment, legislation, order, ordinance,
regulation, statute, treaty or other legislative measure in any jurisdiction;
and


 


(c)           any directive, regulation, practice, requirement which has the force
of law and which is issued by any governmental body, agency or department or
any central bank or other fiscal, monetary, regulatory, self-regulatory or
other authority or agency.


 


“Legal Opinions” means any
of the legal opinions referred to in paragraph 5 of Part 1 to Schedule 4
(Conditions Precedent to Utilisation),
paragraph 3 of Part 4 to Schedule 4 (Conditions
Subsequent Documents) and paragraph 2 of Part 2 to Schedule 7
(Accession Documents) required to
be delivered pursuant to Clause 3.1 (Conditions
Precedent), Clause 3.2 (Conditions Subsequent)
and Clause 21 (Acceding Group Companies),
respectively.


 


“Lender” means a person
which:


 


(a)           is named in Schedule 1 (Lenders
and Commitments); or


 


(b)           has become a party to this Agreement in accordance with the
provisions of Clause 32 (Assignments and
Transfers),


 


which in each case has not ceased to be a party to this Agreement in
accordance with the terms of this Agreement.


 


“Leverage Ratio” has the
meaning given to such term in paragraph (a) of Clause 18.2 (Ratios).


 


“LIBOR” means, in relation
to any amount to be advanced to or owed by an Obligor under this Agreement on
which interest for a given period is to accrue:


 


(a)           the rate per annum which appears on the Relevant Page for such
period at or about 11.00 am on the Quotation Date for such period; or


 


(b)           if no such rate is displayed and the Facility Agent shall not have
selected an alternative service on which such rate is displayed as contemplated
by the definition of “Relevant Page”, the arithmetic mean (rounded upwards, if
not already such a multiple, to the nearest 5 decimal places) of the rates (as
notified to the Facility Agent) at which each of the Reference Banks was
offering to


 


24

















 


prime banks in the London interbank market
deposits in the relevant currency for such period at or about 11.00 am on the
Quotation Date for such period.


 


“Loans”
has the meaning assigned to such term in Clause 4.3 (Initial
Maturity Date and Conversion of Initial Loans).


 


“Major Event of Default”
means an Event of Default arising under any of the following provisions:


 


(a)           Clause 22.1 (Non-Payment);


 


(b)           Clause 22.2 (Covenants);


 


(c)           Clause 22.5 (Cross-Default);


 


(d)           Clause 22.6 (Insolvency);


 


(e)           Clause 22.7 (Winding-Up);


 


(f)            Clause 22.8 (Execution or
Distress);


 


(g)           Clause 22.9 (Similar Events);


 


(h)           Clause 22.10 (Repudiation);


 


(i)            Clause 22.11 (Illegality);


 


(j)            Clause 22.12 (Intercreditor
Default); and


 


(k)           Clause 22.14 (Material Adverse
Effect).


 


“Margin Stock” shall have
the meaning provided in Regulation U.


 


“Marketable Securities”
means any security which is listed on any publicly recognised stock exchange
and which has, or is issued by a company which has, a capitalisation of not
less than £1 billion (or its equivalent in other currencies) as at the time
such Marketable Securities are acquired by any member of the Bank Group by way
of consideration for any disposal permitted under Clause 20.6 (Disposals).


 


“Material Adverse Effect”
means a material adverse change in:


 


(a)           the financial condition, assets or business of the Obligors (taken
as a whole) or the Senior Facilities Obligors (taken as a whole);


 


(b)           the ability of any Obligor to perform and comply with its payment or
other material obligations under any Finance Document (taking into account the
resources available to such Obligor from any other member of the Bridge Group
or any member of the Bank Group) ; or


 


(c)           the ability of any Senior Facilities Obligor to perform and comply
with its payment or other material obligations under any Senior Finance
Document (taking into account the resources available to such Senior Facilities
Obligor from any other member of the Bank Group).


 


“Material Subsidiary”
means, at any time, a member of the Bank Group whose contribution to
Consolidated Operating Cashflow (on a consolidated basis if it has
Subsidiaries) represents at least 5% of the Consolidated Operating Cashflow
calculated by reference to the most recent financial statements of the Bank
Group delivered pursuant to paragraph (b)(ii) of Clause 17.1 (Financial Statements).


 


25

















 


“Member State” means a
member of the European Community.


 


“Merger” means the merger
of NTL with the Merger Sub pursuant to the terms and conditions of the Merger
Agreement and the reorganization, recapitalization and refinancing of the Group
in connection therewith in accordance with the Steps Paper.


 


“Merger Agreement” means
the agreement and plan of merger dated as of 2 October 2005 (as amended
and restated on 14 December 2005 and 30 January 2006) made between
NTL, the Ultimate Parent and the Merger Sub.


 


“Merger  Closing Date” means the date on which the
Merger Sub and NTL file a certificate of merger in accordance with, and subject
to the terms and conditions of, the Merger Agreement.


 


“Merger Consideration” means the 2.5
shares of Telewest new common stock for each share of NTL common stock that
shareholders of NTL will receive in the Merger.


 


“Merger Documents” means
the Merger Agreement (including the Company Disclosure Schedule and the
Parent Disclosure Schedule, each as defined therein, and attached thereto), and
all other documents and agreements executed or to be executed pursuant to (or
in connection with) the Merger Agreement and any other document designated as a
“Merger Document” by the Facility Agent and the Ultimate Parent.


 


“Merger Indebtedness” means
Financial Indebtedness by the Ultimate Parent (or a newly incorporated
wholly-owned subsidiary of the Ultimate Parent) in an amount not exceeding the
equity value of the Telewest Group provided
that the proceeds of such Financial Indebtedness shall be
contributed by the Ultimate Parent (or the newly incorporated wholly-owned
subsidiary of the Ultimate Parent, as applicable) to one or more of its
Subsidiaries for the purpose of enabling such Subsidiaries to purchase the
historical Telewest business as part of an internal reorganisation of
subsidiaries of Telewest in accordance with the Steps Paper and provided further that such Financial
Indebtedness will be repaid by the Ultimate Parent (or such newly incorporated
wholly owned subsidiary of the Ultimate Parent) on the same day on which it is
incurred.


 


“Merger Sub” has the
meaning assigned to such term in the opening clauses of this Agreement.


 


“Moody’s” means Moody’s
Investor Services, Inc. or any successor thereof.


 


“Multiemployer Plan” shall
mean any multiemployer plan as defined in Section 4001(a)(3) of
ERISA, which is maintained or contributed to by (or to which there is an
obligation to contribute of) any member of the Group or an ERISA Affiliate, and
each such plan for the five year period immediately following the latest date
on which any member of the Group or an ERISA Affiliate maintained, contributed
to or had an obligation to contribute to such plan.


 


“Necessary Authorisations”
means all Authorisations (including Environmental Licences and any
Authorisations issued pursuant to or any deemed Authorisations under any
Statutory Requirements) of any person including any government or other
regulatory authority required by applicable Law to enable it to:


 


(a)           lawfully enter into and perform its obligations under the Finance Documents
to which it is party;


 


(b)           ensure the legality, validity, enforceability or admissibility in
evidence in England, under the laws of the State of New York and in the New
York State or Federal Courts (in the case of Finance Documents governed by the laws
of the State of New York) and, if different, its jurisdiction of incorporation
or establishment, of such Finance Documents to which it is party; and


 


26

















 


(c)           carry on its business from time to time.


 


“Net Proceeds” means:


 


(a)           any cash proceeds received by any member of the Group (including,
when received, any cash proceeds received by way of deferred instalment of
purchase price or from the sale of Cash Equivalent Investments or Marketable
Securities acquired by any member of the Group in consideration for any
Disposal as contemplated under Clause 20.6 (Disposals))
in connection with any Disposal after deducting:


 


(i)            all taxes paid or reasonably estimated by
such member of the Group to be payable by any member of the Bank Group or the
Bridge Group as a result of that Disposal;


 


(ii)           all reasonable fees, commissions costs and
expenses incurred by such member of the Bank Group or Bridge Group in arranging
or effecting that Disposal, including, without limitation, any amount required
to be paid by any member of the Bank Group or Bridge Group to any proprietor of
any intellectual property rights (not being a member of the Bank Group or
Bridge Group) (including intellectual property licences) related to the assets
disposed of where such payment is on arms’ length terms and is required to
enable such intellectual property rights to be transferred with such assets to
the extent necessary to facilitate the applicable Disposal;


 


(iii)         in the case of a Disposal effected by a
member of the Bank Group or Bridge Group other than a Senior Facilities
Borrower or the Borrower, such provision as is reasonable for all costs and
taxes (after taking into account all available credits, deductions and
allowances) incurred by the Group to a person other than a member of the Bank
Group or Bridge Group and fairly attributable to up-streaming the cash proceeds
to the Senior Facilities Borrower or the Borrower or making any distribution in
connection with such proceeds to enable them to reach the Senior Facilities
Borrower or the Borrower;


 


(iv)          any cash proceeds which are to be applied towards discharging any
Encumbrance over such asset; and


 


(v)            in the case of a Disposal of a
non-wholly-owned Subsidiary or Joint Venture, to the extent received by any
member of the Group, any cash proceeds attributable to any interest in such
Subsidiary or Joint Venture owned by any person other than a member of the Bank
Group or Bridge Group; and


 


(b)           the cash proceeds received by any member of the Bank Group or Bridge
Group of any claim for loss or destruction of or damage to the property of a
member of the Bank Group or Bridge Group under any insurance policy after
deducting any such proceeds relating to the third party claims which are
applied towards meeting such claims and any reasonable costs incurred in
recovering the same.


 


“New Equity” means a
subscription for capital stock of the Ultimate Parent or any other form of
equity contribution to the Ultimate Parent previously agreed by the Facility Agent
(acting reasonably) in writing, in each case, where such subscription or
contribution does not result in a Change of Control.


 


“New
Intermediate Holdco” means
the intermediate holding company referred to in Step 7 set out in the page headed
“Post-Combination Restructuring — First Alternative
(Structure 1)” of the Steps Paper as “Tiger Holdco LLC”.


 


27

















 


“New UK” means a company to
be newly incorporated in England & Wales for the purpose of acting as
the company identified as such in the Steps Paper.


 


“New UK2” means a company
to be newly incorporated in England & Wales for the purpose of acting
as the company identified as such in the Steps Paper.


 


“Non-Bank Group Serviceable Debt”
means:


 


(a)           Financial Indebtedness arising under this Agreement (or the Exchange
Notes, as applicable) or the NTL High Yield Notes, the Existing High Yield
Notes or any High Yield Refinancing;


 


(b)           Financial Indebtedness arising under any Guaranteed Parent Debt; and


 


(c)           any other Financial Indebtedness which is raised by any member of
the Group which is not a member of the Bank Group, (i) where the Ultimate
Parent has provided not less than 5 Business Days’ prior written notice to the
Facility Agent designating such Financial Indebtedness as Non-Bank Group
Serviceable Debt, and (ii) the proceeds of which are contributed into the
Bank Group in accordance with the provisions of Clause 19.15 (Contributions to the Bank Group),


 


in the case of paragraph (c), to the extent only of the principal
amounts so designated at the relevant time and provided that any Non-Bank Group
Serviceable Debt shall thereafter at all times remain Non-Bank Group
Serviceable Debt.


 


“Non Bank Group UK Taxpayer” means any
company that is (a) a Subsidiary of the Ultimate Parent, (b) within
the charge to UK corporation tax, and (c) not a member of the Bank Group.


 


“Non-Funding Lender” is either:


 


(a)           a
Lender which fails to comply with its obligation to participate in any Initial
Loan:


 


(i)            all
conditions to the Utilisation thereof (including without limitation, delivery
of a Utilisation Request) have been satisfied or waived by an Instructing Group
in accordance with the terms of this Agreement;


 


(ii)           Lenders
representing not less than 80% of the Commitments have agreed to comply with
their obligations to participate in such Loan; and


 


(iii)         the
Borrower has notified the Lender that it will treat it as a Non-Funding Lender;
or


 


(b)           a
Lender which has given notice to the Borrower or the Facility Agent that it
will not make, or it has disaffirmed or repudiated any obligation to
participate in, an Initial Loan.


 


“Notes” means the Short Term Notes or the Eurobond as
applicable.


 


“NTL” means NTL Incorporated (to be renamed “NTL Holdings
Inc.” on or following consummation of the Merger), a Delaware corporation,
whose registered office is at 1209 Orange Street, Wilmington, Delaware 19801,
United States of America.


 


“NTL Cable”
means NTL Cable plc, a company incorporated in England & Wales with
registered number 5061787 and having its registered office at NTL House,
Bartley Wood Business Park, Hook, Hampshire RG27 9UP.


 


28

















 


“NTL Group” means NTL and
its Subsidiaries from time to time.  For
information purposes only, the members of the NTL Group as at the date of this
Agreement are listed in Part 3 of Schedule 9 (Members of the NTL Group).


 


“NTL High Yield Notes”
means the high yield notes to be issued by NTL (or, if issued after the
delivery of a Structure Notice, by NTL Cable) pursuant to the NTL High Yield
Offering, the proceeds of which are to be applied in refinancing all amounts
outstanding under this Agreement and costs and expenses in relation thereto.


 


“NTL High Yield Offering”
means the offering of the NTL High Yield Notes by NTL or NTL Cable, as the case
may be, on a shelf registration statement filed with the SEC (or, if a shelf
registration statement is not available, pursuant to an exemption from
registration under the United States Securities Act of 1933 including pursuant
to Rule 144A and/or Regulation S of the United States Securities Act of
1933, with SEC registration rights) (excluding the issuance of the Exchange
Notes).


 


“NTL South Herts” means NTL
(South Hertfordshire) Limited (formerly known as Cable & Wireless Communications
(South Hertfordshire) Limited), a company incorporated in England &
Wales with registered number 2401044.


 


“NTLIH”
means NTL Investment Holding Limited, a company incorporated in England and
Wales under registered number 3173552 and having its registered office at NTL
House, Bartley Wood Business Park, Hook, Hampshire RG27 9UP.


 


“NTLIH Sub” means NTLIH Sub Limited, a company
incorporated in England & Wales with registered number 5316140
and having its registered office at NTL House, Bartley Wood Business Park,
Hook, Hampshire RG27 9UP;


 


“Obligors” means the
Borrowers and the Guarantors and “Obligor”
means any of them.


 


“Obligors’ Agent” means the
Borrower in its capacity as agent for the Obligors, pursuant to Clause 25.17 (Obligors’ Agent).


 


“Original Financial Statements”
means:


 


(a)           in relation to NTL the audited consolidated financial statements of
the NTL Group for the financial year ended 31 December 2005; and


 


(b)           in relation to the Ultimate Parent, the audited consolidated
financial statements of the Telewest Group for the financial year ended 31 December 2005.


 


“Original Guarantor” means
the Ultimate Parent.


 


“Original Obligors” means
the Borrower and the Original Guarantor.


 


“Outstandings” means, at any time, the Tranche A Facility
Outstandings and the Tranche B Facility Outstandings.


 


“Parent” means:


 


(a)           NTL Cable; or


 


29

















 


(b)           following completion of the steps described in the Steps Paper and
culminating in the structure entitled “First
Alternative (Structure 1) — Final Structure” or “First Alternative (Structure 1) — Final Structure (assumes Step 6)”
and upon its accession to this Agreement as an Acceding Guarantor, New UK2.


 


“Parent Debt” means any
Financial Indebtedness of the Ultimate Parent or one or more of its
Subsidiaries (other than a member of the Bank Group).


 


“Parent Intercompany Debt”
means any Financial Indebtedness owed by any member of the Bank Group to the
Ultimate Parent or its Subsidiaries (other than another member of the Bank
Group) from time to time which is subordinated to the Senior Facilities
pursuant to the terms of the Group Intercreditor Agreement.


 


“Participating Employers”
means the Company and any members of the Group which participate or have at any
time participated in a UK Pension Scheme.


 


“Participating Member State”
means any member of the European Community that at the relevant time has
adopted the euro as its lawful currency in accordance with legislation of the
European Community relating to Economic and Monetary Union.


 


“PBGC” means the Pension
Benefit Guaranty Corporation established pursuant to section 4002 of
ERISA, or any successor to it.


 


“Pensions Regulator” means
the body corporate established under Part 1 of the Pensions Act 2004.


 


“Permitted Auditors” means
any of Pricewaterhouse Coopers, Ernst & Young, Deloitte &
Touche or KPMG or any of their respective successors or any other
internationally recognised firm of accountants.


 


“Permitted Holders” shall
mean any person who, together with any of its Affiliates, is the “beneficial
owner” (as defined in Rule 13d-3 and 13d-5 under the Exchange Act) of 5%
or more of the outstanding Voting Stock of the Ultimate Parent on the date of
this Agreement or becomes such a holder as a result of the Baseball Acquisition
or the Alternative Baseball Acquisition and any Affiliates of such persons from
time to time.


 


“Permitted Joint Ventures”
means any Joint Venture permitted under Clause 20.9 (Joint Ventures) that the Ultimate Parent designates as such
by giving notice in writing to the Facility Agent.


 


“Permitted Payments” means:


 


(a)           the payment of any dividend, payment, loan or other distribution, or
the repayment of a loan or the redemption of loan stock or redeemable equity
made, at any time, to fund the payment of expenses (including taxes and the buy
back of stock from employees) by any member of the Group the aggregate amount
of such payments being no greater than (i) £50 million (or its equivalent)
for the period from the Merger Closing Date to the first anniversary thereof, (ii) £50
million (or its equivalent) for the period from the first anniversary of the
Merger Closing Date to the second anniversary of the Merger Closing Date, or (iii) thereafter
£35 million (or its equivalent) in each anniversary year; or


 


(b)           the payment of any dividend, payment, loan or other distribution, or
the repayment of a loan, or the redemption of loan stock or redeemable equity,
in each case, which is required in order to facilitate the making of payments
by any member of the Group and to the extent required:


 


30

















 


(i)            by the terms of the Senior Facilities Finance
Documents;


 


(ii)           by the terms of the Finance Documents, the
Exchange Notes, the Existing High Yield Notes, the NTL High Yield Notes, any High Yield Refinancing (or in each case, any guarantee of
the obligations thereunder), in each case to the extent such payment is
permitted or not prohibited by
the terms of the HYD Intercreditor Agreement or other applicable intercreditor
agreement, other than any payments in relation to any fees, costs, expenses,
commissions or other payments required to be made in respect of any amendment,
consent or waiver in respect thereof;


 


(iii)         by the terms of any agreements for Financial
Indebtedness which constitutes Non-Bank Group Serviceable Debt falling within
paragraph (d) of the definition thereof;


 


(iv)          by the terms of any Hedging Agreement entered
into by a member of the Group relating to currency or interest rate hedging of Financial Indebtedness
referred to in sub-paragraphs (i) to (iii) above and which is not
entered into for investment or speculative purposes;


 


(v)            by the purposes of implementing the steps
expressly contemplated by the Steps Paper;


 


(vi)          in
order to implement any Content Transaction or Business Division Transaction
(but not in any case representing any proceeds of any thereof);


 


(vii)         by the terms of the Notes; or


 


(viii)        by the terms of any Subordinated Funding to
the extent required to facilitate any Permitted Payments,


 


where, in the case of
sub-paragraphs (i) to (viii), the payment under the relevant indebtedness
or obligation referred to therein has fallen due or will fall due within five
Business Days of such Permitted Payment being made;


 


(c)           any payment of any dividend,
payment, loan or other distribution, or the repayment of a loan, or the
redemption of loan stock or redeemable equity made to
any member of the Group (other than a member of the Bank Group), provided that:


 


(i)            an amount equal to such payment is promptly
re-invested by such member of the Group (other than the Bank Group) into a
member of the Bank Group;


 


(ii)           the aggregate principal amount of such
payments and re-invested amounts on any day does not exceed £50 million (or its
equivalent in other currencies); and


 


(iii)         to the extent any such payments are made in cash, any re-invested
amounts are also made in cash;


 


(d)           any payment of any dividend, payment, loan or other distribution, or the
repayment of a loan, or the redemption of loan stock or redeemable equity made
in order to enable payments of dividends or distributions by the Ultimate Parent to its shareholders or the repurchase of
capital stock of the Ultimate Parent in an amount of up to £10 million per
annum, provided always that no Event of Default has occurred or is continuing
or would result following such payment; or


 


31

















 


(e)           any payments made pursuant to and in accordance with the Tax
Cooperation Agreement, provided that a copy of the certification or filings
referred to in clause 5 of the Tax Cooperation Agreement, as the case may be,
shall have been provided to the Facility Agent not less than five Business Days
before such payment is to be made;


 


(f)            the
payment of preference distributions in accordance with the terms and conditions
of the outstanding redeemable preference shares of Sit-up provided that the
aggregate amount of all such preference distributions paid in any financial
year shall not exceed £1,000 and any payment with respect to the purchase or
redemption by any member of the Group of all or any portion of the outstanding
redeemable preference shares of Sit-up pursuant to the terms of the Sit-up
Acquisition Documents (including any such payment as may be permitted under the
articles of association of Sit-up); or


 


(g)           any payment of any dividend, payment, loan or other distribution, or
the repayment of a loan, or the redemption of loan stock or redeemable equity
made pursuant to an Asset Passthrough or a Funding Passthrough, in each case,
funded solely from cash generated by entities outside of the Bank Group and the
Bridge Group.


 


“Plan” means any pension
plan as defined in section 3(2) of ERISA, which (i) is
maintained or contributed to by (or to which there is an obligation to contribute
by) any member of the Group or an ERISA Affiliate, and each such plan for the 5
year period immediately following the latest date on which any member of the
Group or an ERISA Affiliate maintained, contributed to or had an obligation to
contribute to such plan and (ii) is subject to ERISA, but excluding any
Multiemployer Plan.


 


“Project Company” means a
Subsidiary of a company (or a person in which such company has an interest)
which has a special purpose and whose creditors have no recourse to any member
of the Bank Group in respect of Financial Indebtedness of that Subsidiary or
person, as the case may be, or any of such Subsidiary’s or person’s
Subsidiaries (other than recourse to such member of the Bank Group who had
granted an Encumbrance over its shares or other interests in such Project
Company beneficially owned by it provided that such recourse is limited to an
enforcement of such an Encumbrance).


 


“Proportion” in relation to
a Lender, means:


 


(a)           in relation to an Initial Loan to be made under this Agreement, the
proportion borne by such Lender’s Available Commitment in respect of the
relevant Facility to the Available Facility;


 


(b)           in relation to an Initial Loan or Initial Loans outstanding under
this Agreement, the proportion borne by such Lender’s share of the principal
amount of such Initial Loan or Initial Loans to the total principal amount
thereof; and


 


(c)           if paragraph (a) does not apply and there are no Outstandings,
the proportion borne by the aggregate amount of such Lender’s Available
Commitment to the Available Facility (or if the Available Facility is then
zero, by its Available Commitment to the Available Facility immediately prior
to its reduction to zero).


 


“Protected Party” means a
Finance Party or any Affiliate of a Finance Party which is or will be, subject
to any Tax Liability in relation to any amount payable under or in relation to
a Finance Document.


 


“Qualifying US Lender”
means at any time in respect of a payment of interest on a participation in an
Initial Loan, a Lender which is:


 


(a)           (i)            a “United
States person” within the meaning of Section 7701(a)(30) of the Code; or


 


32

















 


(ii)           a US Treaty Lender; or


 


(iii)         entitled to receive payments under the Finance Documents without deduction
or withholding of any US federal income Taxes either as a result of such
payments being effectively connected with the conduct by such Lender of a trade
or business within the United States or under the portfolio interest exemption;
and


 


(b)           to the extent required in sub-paragraph (a) and (b) of
Clause 12.2 (Forms; Lender Tax Status),
has timely delivered to the Facility Agent for transmission to the Borrower
copies of the forms and certificates discussed in (a) and (b) of
Clause 12.2 (Forms; Lender Tax Status).


 


“Quarter Date” has the
meaning ascribed to it in Clause 18.1 (Financial
Definitions).


 


“Quotation Date” means, in relation to any
period for which an interest rate is to be determined, the date that is 2
Business Days before the first day of that period, provided that if market
practice differs in the Relevant Interbank Market for Dollars, the Quotation
Date will be determined by the Facility Agent in accordance with market
practice in the Relevant Interbank Market (and if quotations would normally be
given by leading banks in the Relevant Interbank Market on more than one day,
the Quotation Date will be the last of those days).


 


“Redemption Consideration” means the
$16.25 cash consideration payable in respect of each share of the Ultimate Parent’s
common stock that the Ultimate Parent’s shareholders will receive in the
Merger.


 


“Reference Banks” means the
principal London offices of Barclays Bank plc, Citigroup and The Bank of New
York or such other bank or banks as may be appointed as such by the Facility
Agent after consultation with the Borrower.


 


“Registration Rights Agreement” has the meaning assigned to such term in
Clause 19.25 (Exchange Notes).


 


“Regulation T” shall mean
Regulation T of the Board of Governors of the Federal Reserve System as from to
time in effect and any successor to all or any portion thereof.


 


“Regulation U” shall mean
Regulation U of the Board of Governors of the Federal Reserve System as from
time to time in effect and any successor to all or a portion thereof.


 


“Regulation X” shall mean
Regulation X of the Board of Governors of the Federal Reserve System as from
time to time in effect and any successor to all or any portion thereof.


 


“Relevant Interbank Market”
means, in relation to euro, the European Interbank Market and in relation to
any other currency, the London interbank market therefor.


 


“Relevant Page” means the page of
the Reuters or Telerate screen on which is displayed, in relation to LIBOR, BBA
LIBOR for Dollars, or, if such page or service shall cease to be
available, such other page or service which displays the London interbank
offered rates for Dollars as the Facility Agent, after consultation with the
Lenders and the Borrower, shall select.


 


“Relevant Tax Jurisdiction” means the United
States of America, in relation to the Borrower.


 


“Repeating Representations”
means the representations and warranties set out in Clauses 16.2 (Due Organisation), 16.5 (No Immunity), 16.6 (Governing Law and Judgments), 16.7 (All Actions Taken), 16.9 (Binding Obligations), 16.10 (No Winding Up), 16.11 (No Event of Default), 16.18 (Execution of Finance 


 


33

















 


Documents), 16.27 (Investment Company Act), 16.28 (Margin Stock), 16.34 (US Patriot Act) and 16.35 (Compliance with ERISA).


 


“Reservations” means:


 


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


 


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


 


(c)           the reservations in or anything disclosed by any of the Legal
Opinions; and


 


(d)           any circumstance arising through a failure to obtain any consent
from the lenders under the Existing Credit Facilities or the Existing Baseball
Facilities to (i) the execution of the Finance Documents, (ii) the
exercise of any rights or the performance of any obligations under the Finance
Documents or (iii) any other matter contemplated by the Finance Documents.


 


“Restricted Party” means
any person listed in the Annex to the Executive Order referred to in the definition
of “Anti-Terrorism Laws” or on the “Specially Designated Nationals and Blocked
Persons” list maintained by the Office of Foreign Assets Control of the United
States Department of the Treasury;


 


“Screenshop” means
Screenshop Limited, a company incorporated under the laws of England and Wales
with registered number 3529106.


 


“Screenshop Intra-Group Loan Agreement”
means the loan agreement dated 10 May 2005 between Screenshop and Flextech
Broadband Limited.


 


“SEC” means the United
States Securities and Exchange Commission.


 


“Security” means the
Encumbrances created or purported to be created pursuant to the Security
Documents.


 


“Security Documents” means:


 


(a)           the Initial Security Document;


 


(b)           any security documents required to be delivered by an Acceding
Guarantor pursuant to Clause 21.1 (Acceding
Guarantors);


 


(c)           any other document executed at any time by any member of the Group
conferring or evidencing any Encumbrance for or in respect of any of the
obligations of the Obligors under this Agreement whether or not specifically
required by this Agreement; and


 


(d)           any other document executed at any time pursuant to Clause 19.12 (Further Assurance) or any similar covenant
in any of the Security Documents referred to in paragraph (a) to (c) above.


 


34

















 


“Security Trust Agreement”
means that certain security trust agreement dated on or about the Merger
Closing Date made between the Security Trustee and the Lenders and relating to
the appointment of the Security Trustee as trustee of the Security.


 


“Senior
Facilities” means the £3,775,000,000 senior facilities made
available pursuant to the Senior Facilities Agreement.


 


“Senior
Facilities Agreement”
means the senior facilities agreement dated on or about the date hereof
between, among others, the Ultimate Parent, NTL Cable, NTLIH, TCN, NTLIH Sub,
the US Senior Facilities Borrower and the Mandated Lead Arrangers (as defined
therein) relating to the Senior Facilities.


 


“Senior
Facilities Borrower” means any “Borrower” under and as defined in
the Senior Facilities Agreement.


 


“Senior
Facilities Finance Documents” means the “Finance Documents” as
defined in the Senior Facilities Agreement.


 


“Senior
Facilities Finance Parties” means the “Finance Parties” under and as
defined in the Senior Facilities Agreement.


 


“Senior
Facilities Guarantor” means any “Guarantor” under and as defined in
the Senior Facilities Agreement.


 


“Senior Facilities
Instructing Group” means
an “Instructing Group” under and as defined in the Senior Facilities Agreement.


 


“Senior
Facilities Lender” means any “Lender” under and as defined in the
Senior Facilities Agreement.


 


“Senior
Facilities Obligor” means any “Obligors” under and as defined in the
Senior Facilities Agreement.


 


“Senior
Facilities Outstandings” means any “Outstandings” under and as
defined in the Senior Facilities Agreement.


 


“Senior
Facilities Securities Documents” means the “Security Documents” as
defined in the Senior Facilities Agreement.


 


“Senior
Facilities Security” means the “Security” as defined in the Senior
Facilities Agreement.


 


“Senior
Facility Agent” means the “Facility Agent” under and as defined in
the Senior Facilities Agreement.


 


“Senior Fees
Letter” means the letter dated 3 March 2006 from the
Bookrunners to NTL and the Company in relation to the fees payable to the
Bookrunners for arranging and underwriting the Senior Facilities.


 


“Short Term Notes” means the notes to be issued by the Company
to the US Senior Facilities Borrower after the date of first utilisation of the
B1 Facility.


 


“Sit-up” means sit-up
Limited, a company incorporated under the laws of England and Wales with
registered number 3877786 and having its registered office at 179-181 The Vale,
Acton, London W3 7RW.


 


35

















 


“Sit-up Acquisition Documents”
means each of:


 


(a)                                  the
share purchase deed between Screenshop and Alpine Situp LLC for the sale of
1,991,841 preference shares and 565,919 warrants to subscribe for ordinary
shares in the capital of Sit-up, dated 23 March 2005;


 


(b)                                  the
offer document dated on or about 10 May 2005 which describes the terms and
conditions of the recommended offer made by Screenshop to purchase the issued
and to be issued shares of Sit-up;


 


(c)                                  the
share purchase agreement between Screenshop, John Egan, Ashley Faull and Christopher
Manson dated on or around 10 May 2005;


 


(d)                                  the
subscription agreement between the Sit-up, Screenshop, Flextech Broadband
Limited, John Egan, Ashley Faull and Christopher Manson entered into on or
about 10 May 2005.


 


(e)                                  and
any other document designated as an “Sit-up Acquisition Document” in writing to
the Facility Agent by the Company.


 


“Solvent” and “Solvency” mean, with respect to any US
Obligor on a particular date, that on such date (a) the value of the
property of such US Obligor (both at present and present fair and present fair
sales value) is greater than the total amount of liabilities, including,
without limitation, contingent and unliquidated liabilities, of such US Obligor
as such liabilities mature, (b) such person does not intend to, and does
not believe that it will, incur debts or liabilities beyond such person’s
ability to pay such debts and liabilities as they mature and (c) such US
Obligor is not engaged in business or a transaction, and is not about to engage
in business or a transaction, for which such person’s property would constitute
an unreasonably small capital.  The
amount of contingent and unliquidated liabilities at any time shall be computed
as the amount that, in the light of all the facts and circumstances existing at
such time, represents the amount that can reasonably be expected to become an
actual or matured liability.


 


“Solvent Liquidation” has the meaning given to such term in Clause 20.19 (Solvent
Liquidation).


 


“Stand Alone Baseball Financing”
means Financial Indebtedness which is incurred either:


 


(a)                                  following the cancellation of the A1
Facility and the B1 Facility, for the purposes set out in paragraph (b) of
Clause 2.3 (Purpose); or


 


(b)                                  for the purposes of refinancing the
Total Baseball Debt,


 


provided that, in each case:


 


(i)                                    the aggregate principal amount of
such Financial Indebtedness does not exceed £500 million;


 


(ii)                                the annual
interest expense of such Financial Indebtedness is no greater than the interest
expense payable under an equivalent principal amount of A1 Facility or B1
Facility which is cancelled in accordance with Clause 10.1 of the Senior
Facilities Agreement or (as applicable) an equivalent principal amount of the
Total Baseball Debt being prepaid;


 


(iii)                            immediately
prior to the
incurrence of such Financial Indebtedness, the Bank Group is in compliance with
the financial covenants set out in Clause 18.2 (Ratios);


 


36

















 


(iv)                               no
creditor in respect of such Financial Indebtedness shall at any time have any
recourse to any member of the Bank Group;


 


(v)                                   such
Financial Indebtedness may benefit from guarantees and first priority security
over the assets of members of the Baseball Group but not any member of the Bank Group;


 


(vi)                               following
consummation of the Stand Alone Baseball Financing any transactions entered
into between the Bank Group and the Baseball Group shall be subject to the provisions of Clause
20.10 (Transactions with Affiliates); and


 


(vii)                           any such
Stand Alone Baseball Financing
is completed by 31 December 2006.


 


“Standard & Poor’s”
means Standard & Poor’s Ratings Group or any successor thereof.


 


“Statutory Requirements”
means any applicable provision or requirement of any Act of Parliament
(including without limitation, the Communications Act 2003 and the Broadcasting
Acts 1990 and 1996) or any instrument, rule or order made under any Act of
Parliament or any regulation or by-law of any local or other competent
authority or any statutory undertaking or statutory company which has jurisdiction
in relation to the carrying out, use, occupation, operation of the properties
or the businesses of any member of the Bridge Group or any member of the Bank
Group carried out thereon.


 


“Sterling Amount” means at
any time, in relation to any Available Commitments, the principal amount
in Sterling of such Available Commitments.


 


“Steps Paper” means
alternative papers entitled “Steps Plan: Version 1 —
Combination of NTL, Telewest and Virgin Mobile before Structures 1 and 2”
and “Steps Plan: Version 2 — Combination of NTL,
Telewest and Virgin Mobile after Structures 1 and 2”, in each case,
as agreed between NTL and the Bookrunners setting out the restructuring steps
affecting the Telewest Group and NTL Group occurring prior to, on and following
the Merger Closing Date.


 


“Structure 2 Bridge Facility Agreement”
means the alternative bridge facility agreement agreed to by the parties hereto (other than the
Tranche B Lenders) to become effective in connection with the implementation
and completion of the restructuring steps referred to in the Steps Paper as “Second Alternative (Structure 2) — Final Structure”,
in the form attached to this Agreement as Annex A (with such updates and
amendments as the Ultimate Parent and the Bookrunners, each acting reasonably,
shall agree prior to the Delivery Date).


 


“Structure 2 Senior Facilities
Agreement” means the “Structure 2 Facilities Agreement” as defined
in the Senior Facilities Agreement.


 


“Structure Notice” means
the structure notice (if any) to be delivered by NTL to the Bookrunners, in
accordance with the provisions of the Commitment Letter, pursuant to which NTL
elects to implement the restructuring steps referred to in the Steps Paper as “Post-Combination Restructuring - Second Alternative (Structure 2)”.


 


“Structuring Completion Date”
means the date falling 3 months after the Merger Closing Date.


 


“Structuring Date” means the date
proposed in the Structure Notice on which the relevant restructuring steps
referred to in the Steps Paper as “Post-Combination
Restructuring - Second
Alternative (Structure 2)” are 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.


 


37

















 


“Subordinated Funding”
means any loan made to any Obligor by any member of the Group that is not an
Obligor which:


 


(a)                                  constitutes
Parent Intercompany Debt;


 


(b)                                  is
an intercompany loan arising under the arrangements referred to in paragraph (c) of
the definition of “Permitted Payments”;


 


(c)                                  is an intercompany loan existing as at the date of this Agreement
(including any inter-company loan the benefit of which has, at any time after
the date of this agreement, been assigned to any other member of the Group,
where such assignment is not otherwise prohibited by this Agreement); or


 


(d)                                  constitutes Equity Equivalent Funding,


 


provided that the relevant debtor and creditor are party to the Group
Intercreditor Agreement as an Intergroup Debtor or Intergroup Creditor (as such
terms are defined in the Group Intercreditor Agreement), respectively, or where
the relevant debtor and creditor are party to such other subordination
arrangements as may be satisfactory to the Facility Agent, acting reasonably.


 


“Subscriber” means any
person who has entered into an agreement (which has not expired or been
terminated) with an Obligor to be provided with services by an Obligor through
the operation of telecommunications and/or television systems operated by the
Bank Group in accordance with applicable Telecommunications, Cable and
Broadcasting Laws (including any part of such system and all modifications,
substitutions, replacements, renewals and extensions made to such systems).


 


“Subsequent Information Memorandum”
means the updated Initial Information Memorandum, if any, updated to reflect
the Baseball Acquisition and the business, assets, financial condition and
prospects of the Baseball Group.


 


“Subsidiary” of a company
shall be construed as a reference to:


 


(a)                                  any company:


 


(i)                                    more than 50% of the issued share
capital or membership interests of which is beneficially owned, directly or
indirectly, by the first-mentioned company; or


 


(ii)                                where the first-mentioned company
has the right or ability to control directly or indirectly the affairs or the
composition of the board of directors (or equivalent of it) of such company; or


 


(iii)                            which is a Subsidiary of another
Subsidiary of the first-mentioned company; or


 


(b)                                  for the purposes of Clause 17 (Financial
Information) and Clause 18 (Financial Condition)
and any provision of this Agreement where the financial terms defined in Clause
18 (Financial Condition) are used, any legal
entity which is accounted for under applicable GAAP as a Subsidiary of the
first-mentioned company.


 


“Successful Syndication”
has the meaning given to it in the Senior Fees Letter.


 


38

















 


“Summary
Terms and Conditions of Extended Term Loans” means the summary terms
and conditions of the Extended Term Loans, as set out in Schedule 13 (Summary Terms and Conditions of Extended Term Loans).


 


“Takeover
Code” means the City Code on Takeovers and Mergers as administered
by the Takeover Panel.


 


“Takeover
Panel” means the Panel on Takeovers and Mergers.


 


“Take-Out Debt Proceeds” means the cash
proceeds received in respect of any Financial Indebtedness raised by any member
of the Group to refinance amounts outstanding under this Agreement (after
deducting all reasonable fees, commissions, costs and expenses incurred by any
member of the Group in connection with such raising), whether raised by way of
bilateral or syndicated credit facilities, in the international or domestic
debt capital markets or otherwise, including the NTL High Yield Notes.


 


“TARGET Day” means any day
on which the Trans-European Automated Real-time Gross Settlement Express Transfer
payment system is open for the settlement of payments in euro.


 


“Tax Cooperation Agreement” means the
agreement to be entered into following the date hereof between the Ultimate
Parent, the Company and TCN relating to arrangements in connection with,
amongst other things, the payment of US taxes in form and substance agreed with
the Facility Agent and the Mandated Lead Arrangers.


 


“Tax Credit” means a credit
against, relief or remission for, or repayment of any tax.


 


“Tax Deduction” means a
deduction or withholding for or on account of tax from a payment made or to be
made under a Finance Document.


 


“Tax Losses” means any
amount capable of surrender pursuant to Chapter IV of Part X of the
Taxes Act.


 


“Taxes Act” means the
Income and Corporation Taxes Act 1988.


 


“Tax Liability” has the
meaning set out in paragraph (e) of Clause 12.3 (Tax Indemnity).


 


“Tax Payment” means the
increase in any payment made by an Obligor to a Finance Party under paragraph (c) of
Clause 12.1 (Tax Gross-up) or any
amount payable under paragraph (d) of Clause 12.1 (Tax Gross-up) or under Clause 12.3 (Tax Indemnity).


 


“TCN” means Telewest
Communications Networks Limited, a company incorporated in England &
Wales with registered number 3071086 and having its registered office at Export
House, Cawsey Way, Woking, Surrey, GU21 6QX (or, following a Solvent
Liquidation thereof pursuant to the provisions of Clause 20.19 (Solvent Liquidation), the relevant Successor Entity.


 


“TCN Group” means TCN and
its Subsidiaries from time to time.


 


“Telecommunications, Cable and
Broadcasting Laws” means the Telecommunications Act 1984, the
Broadcasting Act 1990 (together with the Broadcasting Act 1996), the Communications
Act 2003 and all other laws, statutes, regulations and judgments relating to
broadcasting or telecommunications or cable television or broadcasting
applicable to any member of the Bank Group, and/or the business carried on by,
any member of the Bank Group (for the avoidance of doubt, not including laws,
statutes, regulations or judgments relating solely to consumer credit, data
protection or intellectual property).


 


39

















 


“Telewest Group” means the
Ultimate Parent and its Subsidiaries from time to time.  For information purposes only, the members of
the Telewest Group as at the date of this Agreement and prior to the Merger
taking place, are listed in Part 2 of Schedule 9 (Members of the Telewest Group).


 


“Telewest UK” means
Telewest UK Limited, a company incorporated in England & Wales with
registered number 04925679 and having its registered office at Export House,
Cawsey Way, Woking, Surrey GU21 6QX.


 


“Termination Date” means the earlier of (i) 2 October 2006
or (ii) the Merger Closing Date.


 


“Total
Baseball Debt” means all amounts drawn under the A1 Facility and the
B1 Facility by Baseball Cash Bidco and used for any of the purposes specified
in paragraph (b) of Clause 2.3 of the Senior Facilities Agreement
(including without limitation, any principal amounts, prepayment penalties,
make-whole payments, accrued interest and Break Costs relating thereto).


 


“Tranche A
Facility” means the facility granted to the Borrower pursuant to
Clause 2.1(a) (the Facilities).


 


“Tranche A
Facility Outstandings” means, at any time, the aggregate principal
amount of Initial Loans outstanding under the Tranche A Facility.


 


“Tranche B
Facility” means the facility granted to the Borrower pursuant to
Clause 2.1(b) (the Facilities).


 


“Tranche B
Lenders” means, at any time, Lenders with respect to the Tranche B
Facility at such time.


 


“Tranche B
Facility Outstandings” means, at any time, the aggregate principal
amount of Initial Loans outstanding under the Tranche B Facility.


 


“Transfer Date” means, in
relation to any Transfer Deed, the effective date of such transfer as specified
in such Transfer Deed.


 


“Transfer Deed” means a
duly completed deed of transfer and accession in the form set out in Schedule 3
(Form of Deed of Transfer and Accession)
which has been executed as a deed by a Lender and a Transferee whereby such
Lender seeks to transfer to such Transferee all or a part of such Lender’s
rights, benefits and obligations under this Agreement as contemplated in Clause
32 (Assignments and Transfers)
and such Transferee agrees to accept such transfer and to be bound by this
Agreement and to accede to the Security Trust Agreement.


 


“Transferee” means a bank
or other institution to which a Lender seeks to transfer all or part of its
rights, benefits and obligations under this Agreement pursuant to and in
accordance with Clause 32 (Assignments and
Transfers).


 


“UK Channel Management”
means UK Channel Management Limited, a company incorporated in England &
Wales with registered number 3322468, whose registered office is at Export
House, Cawsey Way, Woking, Surrey GU21 6QX.


 


“UK Channel Management Group”
means the UK Channel Management and its Subsidiaries from time to time.


 


40

















 


“UK Channel Management Security
Trustee Undertakings” means the agreement to be entered into on or
following the Merger Closing Date between the Security Trustee under the Senior
Facilities Agreement, BBC Worldwide Limited, Flextech Broadband Limited and
United Artists Investments Limited in relation to the shareholders’ agreement
relating to UK Channel Management.


 


“UK Gold” means UK Gold
Holdings Limited, a company incorporated in England and Wales with registered
number 3298738, whose registered office is at Export House, Cawsey Way, Woking,
Surrey GU21 6QX.


 


“UK Gold Group” means UK
Gold and its Subsidiaries from time to time.


 


“UK Gold Security Trustee Undertaking”
means the agreement to be entered into on or following the Merger Closing Date
between the Security Trustee under the Senior Facilities Agreement, BBC
Worldwide Limited and Flextech Broadband Limited in relation to the
shareholders agreement relating to UK Gold.


 


“UK Holdcos” means NTL Cable, Telewest
UK and, provided that the step described in the Steps Paper entitled “Post-Combination Restructuring — Alternative Step 6x (Structure 1)”
is not implemented, New UK and New UK2, and “UK Holdco” means any of them.


 


“UK Pension Scheme” means a
pension scheme in which any member of the Group participates or has at any time
participated, and which has its main administration in the United Kingdom or is
primarily for the benefit of employees in the United Kingdom.


 


“UK Senior Facilities Borrowers”
means the “UK Borrowers” under and as defined in the Senior Facilities
Agreement.


 


“UKTV Group” means each of
the UK Channel Management Group, UK Gold Group and UKTV New Ventures Group.


 


“UKTV Joint Ventures” means
each of UK Channel Management, UK Gold and UKTV New Ventures.


 


“UKTV New Ventures” means
UKTV New Ventures Limited, a company incorporated in England and Wales with
registered number 04266373, whose registered office is at Export House, Cawsey
Way, Woking, Surrey GU21 6QX.


 


“UKTV New Ventures Group”
means the UKTV New Ventures and its Subsidiaries from time to time.


 


“UKTV New Ventures Security Trustee
Undertaking” means the agreement to be entered into following the
Merger Closing Date between the Security Trustee, BBC Worldwide Limited and
Flextech Broadband Limited in relation to the shareholders agreement relating
to UKTV New Ventures.


 


“Ultimate Parent” means, as
at the date of this Agreement, Telewest Global, or, at any time thereafter, the
person (if any) that accedes to this Agreement as the Ultimate Parent pursuant
to Clause 21.2 (Acceding Holding Company).


 


“United States” or “US” means the United States of America, its
territories, possessions and other areas subject to the jurisdiction of the
United States of America.


 


“Unpaid Sum” means any sum
due and payable by an Obligor under any Finance Document but unpaid.


 


41

















 


“US Bankruptcy Code” means
the Bankruptcy Reform Act of 1978, 11 USC. §§ 101 et seq., as amended, or
any successor thereto;


 


“US Dollars”, “Dollars” or “$” means the lawful currency for the time being of the United
States;


 


“US Guarantor” means (a) a
Guarantor that is incorporated or organised under the laws of the United States
of America or any state of the United States of America (including the District
of Columbia) and is a “United States person” (as defined in Section 7701(a)(30)
of the Code) or (b) a Guarantor that is treated for US federal income tax
purposes as a disregarded entity that is a branch of a Guarantor described in
sub-paragraph (a) above.


 


“US Obligors” means the
Borrower and the US Guarantors, and “US
Obligor” means any of them.


 


“US Senior
Facilities Borrower” means NTL Dover LLC, a limited liability company organised under the laws of the State of
Delaware.


 


“US Treaty Lender” means in
relation to a payment of interest on an Initial Loan, a Lender which is
entitled to claim full relief from liability to taxation otherwise imposed by
the Borrower’s Relevant Tax Jurisdiction (in relation to that Lender’s
participation in Initial Loans made to the Borrower) on interest under a Double
Taxation Treaty and which does not carry on business in the Borrower’s Relevant
Tax Jurisdiction through a permanent establishment with which that Lender’s
participation in that Initial Loan is effectively connected.


 


“Utilisation” means the
utilisation of the Facilities under this Agreement by way of drawing the
Initial Loans.


 


“Utilisation Date” means
the date on which the Initial Loans are (or are requested) to be made, in
accordance with the terms of this Agreement.


 


“Utilisation Request” means
a duly completed notice
in the form set out Schedule 5 (Form of
Utilisation Request).


 


“Vanilla
Clean-Up Period” means the period commencing on the Merger Closing
Date and ending on the date falling 4 months and 2 weeks thereafter.


 


“Vendor Financing Arrangements”
means any arrangement, contractual or otherwise, pursuant to which credit or
other financing is provided or arranged by a supplier (or any of its
Affiliates) of assets (including equipment) and/or related services to a member
of the Bank Group in connection with such supply of assets and/or services.


 


“Voting Stock” of a person
means all classes of capital stock, share capital or other interests (including
partnership interests) of such person then outstanding and normally entitled
(without regard to the occurrence of any contingency other than resulting from
any default under any instrument until such default occurs) to vote in the
election of directors, managers or trustees thereof.


 


“Working Capital” has the meaning
ascribed to it in Clause 18.1 (Financial
Definitions).


 


1.2          Accounting Expressions


 


All accounting expressions which are not otherwise defined in this
Agreement shall be construed in accordance with GAAP.


 


42

















 


1.3          Construction


 


Unless a contrary indication appears, any reference in this Agreement
to:


 


the “Facility Agent”, a “Mandated Lead Arranger”, a “Bookrunner”, the “Security Trustee”, a “Hedge Counterparty” or a “Lender” shall be construed so as to include
their respective and any subsequent successors, Transferees and permitted
assigns in accordance with their respective interests;


 


“agreed form” means, in
relation to any document, in the form agreed by or on behalf of the Mandated
Lead Arrangers and the Borrower prior to the date of this Agreement;


 


“company” includes any body
corporate;


 


“continuing” in relation to
an Event of Default, or a Default shall be construed as meaning that (a) the
circumstances constituting such Event of Default or Default continue or (b) neither
the Facility Agent (being duly authorised to do so) nor the Lenders have waived
in accordance with this Agreement, such of its or their rights under this
Agreement as arise as a result of that event;


 


“determines” or “determined” means, save as otherwise
provided herein, a determination made in the absolute discretion of the person
making the determination;


 


the “equivalent” on any
given date in one currency (the “first
currency”) of an amount denominated in another currency (the “second currency”) is a reference to the
amount of the first currency which could be purchased with the second currency
at the Facility Agent’s Spot Rate of Exchange at or about 11:00 a.m. on
the relevant date for the purchase of the first currency with the second
currency or for the purposes of determining any amounts testing any covenant or
determining whether an Event of Default has occurred under this Agreement:


 


(a)                                  in the case of any basket or threshold amount qualifying a covenant:


 


(i)                                    in order to determine how much of
such basket or threshold has been used at any time, for each transaction
entered into in reliance upon the utilisation of such basket or in reliance
upon such threshold not being reached prior to such time, the date upon which
such transaction was entered into; and


 


(ii)                                in order to determine the
permissibility of a proposed transaction, on the date upon which the
permissibility of that transaction is being tested for the purposes of
determining compliance with that covenant; and


 


(b)                                  in
the case of any basket or threshold amount relating to an Event of Default, the
date on which the relevant event is being assessed for the purposes of
determining whether such Event of Default has occurred;


 


provided that in the case of Financial Indebtedness proposed to be
incurred to refinance other Financial Indebtedness denominated in a currency
other than Sterling or other than the currency in which such refinanced
Financial Indebtedness is denominated, if such refinancing would cause any
applicable Sterling-denominated restriction to be exceeded if calculated at the
relevant currency exchange rate in effect on the date of such refinancing, such
Sterling denominated restriction shall be deemed not to be exceeded so long as
the principal amount of such refinancing Financial Indebtedness does not exceed
the principal amount of such Financial Indebtedness being refinanced in the
applicable currency at the then current exchange rate.


 


43

















 


“month” is a reference to a
period starting on one day in a calendar month and ending on the numerically
corresponding day in the next succeeding calendar month save that, where any
such period would otherwise end on a day which is not a Business Day, it shall
end on the next succeeding Business Day, unless that day falls in the calendar
month succeeding that in which it would otherwise have ended, in which case it
shall end on the immediately preceding Business Day provided that, if a period
starts on the last Business Day in a calendar month or if there is no
numerically corresponding day in the month in which that period ends, that
period shall end on the last Business Day in that later month (provided that in
any reference to “months” only the
last month in a period shall be construed in the aforementioned manner);


 


a “repayment” shall include
a “prepayment” and references to “repay” or “prepay” shall be construed accordingly;


 


a “person” shall be
construed as a reference to any person, firm, company, whether with limited
liability or otherwise, government, state or agency of a state or any
association or partnership (whether or not having separate legal personality)
of two or more of the foregoing;


 


“tax” shall be construed so
as to include all present and future taxes, charges, imposts, duties, levies,
deductions or withholdings of any kind whatsoever, or any amount payable on
account of or as security for any of the foregoing, by whomsoever on whomsoever
and wherever imposed, levied, collected, withheld or assessed together with any
penalties, additions, fines, surcharges or interest relating to it; and “taxes” and “taxation” shall be construed accordingly;


 


“VAT” shall be construed as
value added tax as provided for in the Value Added Tax Act 1994 and legislation
(or purported legislation and whether delegated or otherwise) supplemental to
that Act or in any primary or secondary legislation promulgated by the European
Community or European Union or any official body or agency of the European
Community or European Union, and any tax similar or equivalent to value added
tax imposed by any country other than the United Kingdom and any similar or
turnover tax replacing or introduced in addition to any of the same;


 


“wholly-owned Subsidiary”
of a company shall be construed as a reference to any company which has no
other members except that other company and that other company’s wholly-owned
Subsidiaries or nominees for that other company or its wholly-owned
Subsidiaries; and


 


the “winding-up”, “dissolution” or “administration” of a company shall be construed so as to
include any equivalent or analogous proceedings under the Law of the
jurisdiction in which such company is incorporated, established or organised or
any jurisdiction in which such company carries on business, including the
seeking of liquidation, winding-up, reorganisation, dissolution,
administration, arrangement, adjustment, protection from creditors or relief of
debtors.


 


1.4          Currency


 


“€” and “euro” denote the lawful currency of each
Participating Member State, “£”
and “Sterling” denote the lawful
currency of the United Kingdom and “$”
and “Dollars” denote the lawful
currency of the United States of America.


 


1.5          Statutes


 


Any reference in this Agreement to a statute or a statutory provision
shall, save where a contrary intention is specified, be construed as a
reference to such statute or statutory provision as the same shall have been,
or may be, amended or re-enacted.


 


44

















 


1.6          Time


 


Any reference in this Agreement to a time shall, unless otherwise specified,
be construed as a reference to London time.


 


1.7          References to Agreements


 


Unless otherwise stated, any reference in this Agreement to any
agreement or document (including any reference to this Agreement) shall be
construed as a reference to:


 


(a)                                  such agreement or document as amended,
varied, novated or supplemented from time to time;


 


(b)                                  any other agreement or document whereby such
agreement or document is so amended, varied, supplemented or novated; and


 


(c)                                  any other agreement or document entered into
pursuant to or in accordance with any such agreement or document.


 


1.8          Holding Company of Ultimate Parent


 


If at any time the Ultimate Parent becomes the Subsidiary of any Holding
Company as contemplated by, inter alia, the definition of “Change of Control”,
the provisions of Clause 21.2 (Acceding
Holding Company) shall apply and upon satisfaction of the provisions
thereof, any references in the Finance Documents to “Ultimate Parent” (other
than in its capacity as a Guarantor) shall thereafter be deemed to be
references to such Holding Company.


 


1.9          No Personal Liability


 


No personal liability shall
attach to any director, officer or employee of any member of the Group for any
representation or statement made by that member of the Group in a certificate
signed by such director, officer or employee.


 


2.                                      THE
FACILITIES


 


2.1                               The
Facilities


 


(a)                                  Upon the terms and subject to the conditions of this Agreement, the Lenders grant to the Initial
Borrower:


 


(i)                                    a bridge loan facility in a
maximum amount of £600,000,000 (the “Tranche
A Facility”), the equivalent of which shall be made available in
Dollars in a single drawing; and


 


(ii)                                a
bridge loan facility in a maximum amount of £1,200,000,000 (the “Tranche B Facility”), the equivalent of
which shall be made available in Dollars in a single drawing.


 


(b)                                  For
purposes of this Clause 2.1, the “relevant date” used to determine the “equivalent”
in accordance with Clause 1.3 (Construction)
shall be the date which is 3 Business Days prior to the proposed Utilisation Date,
so long as a duly completed Utilisation Request has been submitted on such
date.


 


(c)                                  Any
Commitments not drawn on the Merger Closing Date shall terminate.


 


45

















 


2.2          Purpose


 


The Facilities shall be
applied to fund the Ultimate Parent’s deposit with the Exchange Agent (as
defined in the Merger Agreement), for the benefit of the Ultimate Parent’s
stockholders, cash in an amount equal to the Redemption Consideration.  (Merger Sub will deliver to the Ultimate Parent
(i) the Facilities in cash and (ii) a promissory note payable to the
Ultimate Parent in an amount equal to the difference between the Redemption
Consideration and the Facilities in consideration for the Ultimate Parent’s
agreement to deposit with the Exchange Agent shares of the Ultimate Parent’s
new common stock representing the Merger Consideration).  The Borrower shall apply all amounts borrowed
under this Agreement in or towards satisfaction of the foregoing purpose and
none of the Finance Parties shall be obliged to concern themselves with such
application.


 


2.3          Several Obligations


 


The obligations of each Finance Party under this Agreement are several
and the failure by a Finance Party to perform any of its obligations under this
Agreement shall not affect the obligations of any of the Obligors towards any
other party to this Agreement nor shall any other party be liable for the
failure by such Finance Party to perform its obligations under this Agreement.


 


2.4          Several Rights


 


The rights of each Finance Party are several and any debt arising under
this Agreement at any time from an Obligor to any Finance Party to this
Agreement shall be a separate and independent debt.  Each Finance Party may, except as otherwise
stated in this Agreement, separately enforce its rights under this Agreement.


 


3.                                      CONDITIONS


 


3.1          Conditions Precedent


 


The obligations of the Lenders to make the Facilities available shall be
conditional upon the Facility Agent having confirmed to the Borrower that it
has received (or has waived in accordance with this Agreement, the requirement
to receive) the documents listed in Part 1 of Schedule 4 (Conditions Precedent to Utilisation) and
that each is satisfactory, in form and substance, to the Facility Agent, acting
reasonably.  The Facility Agent shall
notify the Borrower and the Lenders promptly upon being so satisfied.


 


3.2          Conditions Subsequent


 


The Ultimate Parent shall procure (and each of NTL and the Merger Sub,
as relevant, shall ensure) that:


 


(a)                                  immediately after the Utilisation, the Merger
Sub and NTL shall have filed the certification of merger with the Secretary of
State of Delaware and the Ultimate Parent shall have filed the charter
amendment as set forth in Section 2.01(b) of the Merger Agreement;


 


(b)                                  immediately after the filing of the
certification of merger in accordance with paragraph (a) above, there
shall have been delivered to the Facility Agent each of the documents listed in
Part 4 of Schedule 4 (Conditions Subsequent
Documents), each in form and substance satisfactory to the Facility
Agent, acting reasonably;


 


46

















 


(c)                                  within 10 days after the Merger Closing Date
(or earlier, to the extent required by any time-limit prescribed by law) all
Initial Security Documents shall have been registered or filed with all
appropriate authorities to the extent necessary for the purposes of perfecting
the Security created thereunder; and


 


(d)                                  within 30 days after the Merger Closing Date,
there shall have been delivered to the Facility Agent each of the documents
listed in Part 5 of Schedule 4 (Further
Conditions Subsequent Documents) each in form and substance
satisfactory to the Facility Agent, acting reasonably.


 


The Facility Agent shall notify the Ultimate Parent and the Lenders
promptly upon being so satisfied.


 


3.3          Certain Funds Period


 


Prior to the end of the Certain Funds Period, no Finance Party may:


 


(a)                                  exercise any rights of rescission,
termination, cancellation, set-off or counterclaim;


 


(b)                                  exercise any remedy under Clause 22 (Events of Default) or any other remedy in
connection with a Finance Document;


 


(c)                                  invoke any right or discretion for which
provision is made in this Agreement requiring any prepayment or repayment of
any Initial Loan; or


 


(d)                                  refuse to make available any Initial Loan for
the purposes set out in Clauses 2.2(a) (Purpose),


 


unless either:


 


(i)                                    the
conditions precedent to Utilisation required by Clause 3.1 (Conditions Precedent) are not satisfied or
waived or the Initial Borrower fails to deliver a Utilisation Request in
respect of the Utilisation; or


 


(ii)                                a Drawstop
Default has occurred and is continuing,


 


provided that any matter contained in this Clause 3.3 shall be without
prejudice to the Lenders’ rights or remedies in respect of any Event of Default
which has occurred and which remains outstanding upon the expiry of the Certain
Funds Period.


 


4.                                      UTILISATION
AND EXTENSION


 


4.1          Conditions to Utilisation


 


Save as otherwise provided in this Agreement, the Initial Loans will be
made by the Lenders to the Initial Borrower if:


 


(a)                                  the Facility Agent has received from the
Initial Borrower a duly completed Utilisation Request in the relevant form no
earlier than the day which is 10 Business Days and no later than 2:00 p.m.
on the day which is 3 Business Days prior to the proposed Utilisation Date,
receipt of which shall oblige the Initial Borrower to utilise the amount
requested on the Utilisation Date stated therein upon the terms and subject to
the conditions contained in this Agreement;


 


(b)                                  the proposed Utilisation Date is a Business
Day for the proposed currencies of the Initial Loans, which is or precedes the
Termination Date;


 


47

















 


(c)                                  the Utilisation would result in the maximum
principal amount of the Facilities being utilised;


 


(d)                                  the interest rate applicable to the first
Interest Period will not have to be determined under Clause 10 (Market Disruption and Alternative Interest Rates);
and


 


(e)                                  on the date of the Utilisation Request and
the proposed Utilisation Date, subject to the provisions of Clause 3.3 (Certain Funds Period), all representations
set out in Clause 16 (Representations and
Warranties) made by each of the persons identified as making those
representations are true in all material respects by reference to the
circumstances then existing and no Default is continuing or would result from
the proposed Utilisation.


 


4.2          Lenders’ Participations


 


Each Lender will participate through its Facility Office in the Initial
Loans made pursuant to Clause 4.1 (Conditions
to Utilisation) in its respective Proportion.


 


4.3                               Initial
Maturity Date and Conversion of Initial Loans


 


(a)                                  Subject to the
terms and conditions hereof, each Lender severally agrees that, if the Initial
Loans have not been repaid on or prior to the Initial Maturity Date, the then
outstanding principal amount of its Initial Loans shall be automatically
converted into a loan (individually, an “Extended Term Loan” and
collectively, the “Extended Term Loans”; the Initial
Loans and the Extended Term Loans, collectively, the “Loans”) to the Borrower, on the Initial Maturity Date, in an
aggregate principal amount equal to then outstanding principal amount of the
Initial Loans held by such Lender and denominated in the same currency as each
such Initial Loan; provided, that:


 


(i)                                    if, on the
Initial Maturity Date, a Default described in Clause 22.7 (Winding-up),
Clause 22.8 (Execution or Distress) or Clause
22.9 (Similar Events) (in each case with
respect to the any Obligor or any Material Subsidiary only) shall have occurred
and be continuing, the Initial Loans shall not be so converted on the Initial
Maturity Date, but if such Default is cured before the expiration of the grace
period specified in such Clause, such conversion shall take place on the date
that such Default is cured;


 


(ii)                                if an Event of
Default described in Clause 22.6 (Insolvency) or
Clause 22.7 (Winding-up  (in each case with respect to any Obligor or
any Material Subsidiary only) shall have occurred and be continuing on the
Initial Maturity Date, the Initial Loans shall not be so converted but shall,
instead, be due and payable on the Initial Maturity Date; and


 


(iii)                            if a Default
described in Clause 22.7 (Winding-up),
Clause 22.8 (Execution or Distress) or Clause
22.9 (Similar Events) (in each case, with
respect to any Obligor or any Material Subsidiary only) shall have occurred and
be continuing on the Initial Maturity Date and such Default is not cured prior
to the end of the grace period specified in such Clause, the Initial Loans
shall not be so converted but shall, instead, be due and payable on the last
day of such grace period (or, if earlier, the date of the occurrence of an
Event of Default under Clause 22.6 (Insolvency)
with respect to the any Obligor or any Material Subsidiary).


 


(b)                                  The Extended Term
Loans shall be deemed to be borrowed under (and shall remain outstanding on the
terms set forth in) the Extended Term Loan Credit Agreement, which the
Borrower, the


 


48

















 


Ultimate Parent, each Guarantor, each Lender, the
Facility Agent and the Security Agent shall execute and deliver in accordance
with Clause 19.24 (Extended Term Loan
Documents).


 


(c)                                  Upon the making
by a Lender of an Extended Term Loan, such Lender shall cancel on its records a
principal amount of the Initial Loans held by such Lender corresponding to the
principal amount of Extended Term Loans made by such Lender, the repayment of
which corresponding principal amount of the Initial Loans shall be satisfied by
the conversion thereof into Extended Term Loans.


 


5.                                      REPAYMENT OF
LOANS


 


5.1          Repayment of Initial Loans


 


(a)                                  Subject to Clause 4.3 (Initial
Maturity Date and onversion of Initial Loans), the Initial Loans
will mature on the Initial Maturity Date and, to the extent then unpaid, will
automatically be converted into Extended Term Loans or become due and payable
pursuant to Clause 4.3 (Initial  Maturity Date and Conversion of Initial Loans).


 


(b)                                  The Extended Term Loans will mature and
become due and payable on the Final Maturity Date in accordance with the terms
of the Extended Term Loan Credit Agreement.


 


6.                                      CANCELLATION


 


6.1          Voluntary Cancellation


 


The Borrower may, by giving to the Facility Agent not less than 3
Business Days’ prior written notice to that effect (unless an Instructing Group
has given its prior consent to a shorter period) cancel the Available
Facilities in whole or any part (but if in part, in an amount that reduces the
Sterling Amount of the Available Facilities by a minimum amount of £5,000,000)
and any such cancellation shall reduce the relevant Available Commitments of
the Lenders rateably.


 


6.2          Notice of Cancellation


 


Any notice of cancellation given by the Borrower pursuant to Clause 6.1
(Voluntary Cancellation) shall be
irrevocable and shall specify the date upon which such cancellation is to be
made and the amount of such cancellation.


 


6.3          Cancellation of Available Commitments


 


(a)                                  On the Termination Date any Available
Commitments shall automatically be cancelled and the Commitment of each Lender
in relation to the Facilities shall automatically be reduced to zero.


 


(b)                                  No Available Commitments which have been
cancelled hereunder may thereafter be reinstated.


 


7.                                      VOLUNTARY
PREPAYMENT


 


7.1          Voluntary Prepayment


 


The Borrower may, by giving to the Facility Agent not less than 3
Business Days’ prior written notice to that effect (unless an Instructing Group
has given its prior consent to a shorter period), repay the Initial Loans in Dollars in whole
or in part (but if in part, in an amount that reduces the principal amount of
the Initial Loans by a minimum amount of $5,000,000 and an integral multiple of
$1,000,000), together with


 


49

















 


accrued but unpaid interest
on the amount repaid without premium or penalty but subject to the payment of
any Break Costs (if applicable).


 


7.2          Right of Prepayment and Cancellation in
relation to a single Lender


 


If any sum payable to any Lender by an Obligor is required to be
increased under Clause 12.1 (Tax Gross-up)
or a Lender claims indemnification from the Borrower under the provisions of
Clause 12.3 (Tax Indemnity)
or Clause 13.1 (Increased Costs)
the Borrower may elect by providing, at least 5 Business Days’ prior notice of
its intention to repay or to cause to be repaid such Lender’s share of the
Outstandings to the Facility Agent, to repay such Lender’s share of the
Outstandings on a non-pro rata basis and immediately to cancel any Commitments
then outstanding of such Lender.  In such
event, the Borrower shall procure that, on the last day of each of the then
current Interest Periods, such Lender’s portion of each Initial Loan to which
each such Interest Period relates is repaid.


 


7.3                               Application of Repayments


 


Any repayment made pursuant to Clause 7.1 (Voluntary Prepayment), 8.2 (Repayment
from Net Proceeds), 8.3 (Repayment from Debt
Proceeds), 8.4 (Repayment from Equity
Proceeds), 8.5 (Repayment from
Securitisations) or Clause 8.6 (Repayment from Take-Out
Debt Proceeds) shall be applied in repayment of the Facilities pro rata to the aggregate amount of Tranche A Facility
Outstandings and Tranche B Facility Outstandings.


 


7.4          Notice of Repayment


 


Any notice of repayment given by the Borrower pursuant to Clauses 7.1 (Voluntary Prepayment) or 7.2 (Right of Prepayment and Cancellation in relation to a
single Lender) shall be irrevocable, shall specify the date upon
which such repayment is to be made and the amount of such repayment and shall
oblige the Borrower to make such repayment on such date.


 


7.5          Restrictions on Repayment


 


The Borrower may not repay all or any part of any Initial Loan except at
the times and in the manner expressly provided for in this Agreement.


 


7.6          No Reborrowing


 


No amount repaid under this Agreement may subsequently be reborrowed
under this Agreement.


 


8.                                      MANDATORY
PREPAYMENT AND CANCELLATION


 


8.1          Change of Control


 


If a Change of Control occurs, all of the Available Commitments shall
immediately be cancelled, the Commitments of each Lender shall be reduced to
zero and the Borrower shall immediately repay the Outstandings in full together
with unpaid interest accrued thereon and all other amounts payable pursuant to
Clause 26 (Borrower’s Indemnities)
and any other provision of this Agreement.


 


8.2          Repayment from Net Proceeds


 


(a)                                  Subject to Clause 8.8 (Application
to Senior Facilities), the Borrower shall procure that, subject to
paragraph (b) below or unless the Facility Agent (acting on the
instructions of an Instructing Group) otherwise agrees, an amount equal to the
Net Proceeds received:


 


50

















 


(i)                                    by any member of the Bank Group in respect of
any Disposal of such member’s assets or business in aggregate in excess of £30
million (or its equivalent in other currencies) in any financial year of the
Company;


 


(ii)                                by any member of the Bank Group in respect of
any insurance policy in aggregate exceeding £15 million (or its equivalent in
other currencies) in any financial year of the Company;


 


(iii)                            by any member of the Bridge Group in respect
of any Disposal of such member’s assets or business in aggregate in excess of
£30 million (or its equivalent in other currencies) in any financial year of
the Ultimate Parent; or


 


(iv)                               by any member of the Bridge Group in respect
of any insurance policy in aggregate exceeding £15 million (or its equivalent
in other currencies) in any financial year of the Ultimate Parent,


 


is applied in or towards repayment of the Outstandings in accordance
with Clause 7.3 (Application of Repayments) at the
end of the Interest Period next ending on or after the 10th Business Day
following the date of receipt of such Net Proceeds.


 


(b)                                  Paragraph (a) shall not apply to Net
Proceeds arising:


 


(i)                                    from a Disposal where such Net Proceeds are
used for the acquisition of or reinvestment in assets used or useful in the
Group Business or in a business whose primary operations are directly related
to the Group Business or are applied towards capital expenditure of the Bank
Group, in each case, within 12 months of the date of the receipt of such Net
Proceeds and to the extent not otherwise restricted by the provisions of this
Agreement;


 


(ii)                                from any Disposal
permitted under Clause 20.6 (Disposals)
other than in relation to Disposals permitted under paragraphs (b) (with respect to surplus
assets only and where the Net Proceeds of such Disposal, or a series of
Disposals forming part of the same transaction, exceeds £5,000,000) (j), (k),
(o)(ii), (p), (q), (s) and (w);


 


(iii)                            from
any insurance recovery, where the Net Proceeds arising out of the same are to
be applied within 12 months of receipt in replacing,
reinstating or repairing the relevant damaged or destroyed assets or in
refinancing any expenditure incurred in the replacement, reinstatement and/or
repair of such assets or for the acquisition of or reinvestment in assets
acquired for use in the Group Business or in a business whose primary
operations are directly related to the Group Business for application towards
capital expenditure; or


 


(iv)                               from
any Content Transaction, which shall instead be (x) applied in prepayment of
the Senior Facilities to the extent required by Clause 12.2(b)(iv) of the
Senior Facilities Agreement, (y) to the extent so elected by the Borrower,
applied in prepayment of the Facilities pursuant to Clause 7.1 and/or (z)
retained within the Bank Group;


 


provided that to the extent that any Net Proceeds are not applied in
accordance with sub-paragraphs (i) or (iii) above (as applicable)
within the applicable time periods specified, such amounts shall be applied in
or towards repayment of the Outstandings in accordance with Clause 7.3 (Application of Repayments).


 


51

















 


8.3          Repayment from Debt Proceeds


 


(a)                                  Subject to Clause 8.8 (Application
to Senior Facilities), the Ultimate Parent shall, subject to
paragraph (b) below (or to the Facility Agent (acting on the instructions
of an Instructing Group) having otherwise agreed), procure that (i) 100%
of Debt Proceeds raised by any member of the Bridge Group and (ii) 50% of
Debt Proceeds raised by any member of the Group which is not a member of the
Bridge Group, in each case in connection with any single raising of Debt
Proceeds which exceeds £10 million, shall be applied in repayment of the
Outstandings in accordance with Clause 7.3 (Application
of Repayments) within
10 Business Days following receipt of such Debt Proceeds.


 


(b)                                  Paragraph (a) above shall not apply to:


 


(i)                                    any Financial Indebtedness raised under the
Senior Facilities Agreement;


 


(ii)                                any Financial Indebtedness raised under the
NTL High Yield Notes up to the aggregate of (A) the aggregate principal
amount outstanding under the Bridge Facility, (B) any accrued interest
thereon, (C) any contractual premium payable in respect thereof and (D) any
fees, costs, expenses, commissions and other similar charges reasonably
incurred in connection with such financing;


 


(iii)                            any Financial Indebtedness raised in
connection with any High Yield Debt Refinancing;


 


(iv)                               any Financial Indebtedness in respect of any
Hedging Agreement entered into by any member of the Group;


 


(v)                                   any Financial Indebtedness raised by any
member of the Group from any other member of the Group to the extent not
otherwise prohibited by this Agreement;


 


(vi)                               any Financial Indebtedness to the extent
raised by any member of the Bank Group which is permitted by Clause 20.4 (Financial Indebtedness);


 


(vii)                           Financial Indebtedness constituting Parent
Debt the proceeds of which are permitted by paragraph (a), (b), (c), (d) or
(e) of Clause 20.18 (Parent Debt);


 


(viii)                       any Financial Indebtedness to the extent
raised by any member of the Group (other than a member of the Bridge Group or
the Bank Group) which is contributed to the Bank Group in accordance with
Clause 19.15 (Contributions to the Bank
Group);


 


(ix)                              any Financial Indebtedness constituting any “daylight
loans” which are expressly contemplated by the Steps Paper (and as such term is
defined or referred to therein);


 


(x)                                  any net cash proceeds of any debt issuances
which are expressly contemplated in the Steps Paper;


 


(xi)                              with the prior written consent of an
Instructing Group, any Financial Indebtedness raised by any member of the Group
which is not a member of the Bank Group, the proceeds of which shall be applied
towards the financing of an acquisition to be made by such person or any other
member of the Group which is not a member of the Bank Group;


 


(xii)                          any Financial Indebtedness which constitutes
Merger Indebtedness;


 


52

















 


(xiii)                      any Financial Indebtedness contemplated by
the provisions of the Commitment Letter and to be incurred following delivery
of a Structure Notice;


 


(xiv)                         any Financial Indebtedness raised by any
Permitted Joint Venture;


 


(xv)                             any proceeds of any Stand Alone Baseball
Financing; or


 


(xvi)                         any proceeds of any Alternative Baseball
Financing;


 


provided that in the case of sub-paragraph (viii) above, such
Debt Proceeds shall within 90 days of receipt thereof, be contributed into
the Bank Group and if not applied within 90 days after such contribution shall
be applied in or towards repayment of Outstandings in accordance with Clause
7.3 (Application of Repayments).


 


8.4          Repayment from Equity Proceeds


 


(a)                                  Subject to Clause 8.8 (Application
to Senior Facilities), the Ultimate Parent shall procure that
subject to paragraph (b) below, an amount equal to 100% of Equity Proceeds
which are not required to be contributed to a member of the Bank Group in
accordance with Clause 12.6 of the Senior Facilities Agreement are applied in
or towards repayment of Outstandings in accordance with Clause 7.3 (Application of Repayments), in each case, within 10 Business
Days following receipt of such Equity Proceeds provided that no amount of
Equity Proceeds shall be required to be prepaid under this paragraph (a) unless
the amount of Equity Proceeds received by the Group in connection with any
single raising of Equity Proceeds exceeds £10 million (or its equivalent in
other currencies).


 


(b)                                  Paragraph (a) shall not apply
to any Equity Proceeds:


 


(i)                                    to the extent raised by any member of the
Group which is a Joint Venture but which is not a member of the Bank Group and
applied for its own purposes;


 


(ii)                                arising from the exercise of stock options or
any similar securities issued to directors, officers, employees or consultants
of any member of the Group;


 


(iii)                            in respect of any equity issuance expressly
contemplated in the Steps Paper; or


 


(iv)                               in respect of any New Equity issued by the
Ultimate Parent and applied for the purposes permitted under Clause 18.3 (Equity Cure Right) or paragraph (n) of Clause 20.13 (Acquisitions and Investments).


 


8.5          Repayment from Securitisations


 


Subject to Clause 8.8 (Application to Senior
Facilities), all net cash proceeds received by any member of the
Group in respect of any asset securitisation permitted under paragraph (i) of
Clause 20.6 (Disposals), shall be
applied in repayment of Outstandings in accordance with Clause 7.3 (Application of Repayments) at the end of the Interest Period
current at the time of receipt of such proceeds.


 


8.6          Repayment from Take-Out Debt Proceeds.


 


The Ultimate Parent shall procure that 100% of Take-Out Debt Proceeds
raised by any member of the Group shall be applied promptly (and in any event
within 3 Business Days following receipt of such


 


53

















 


Take-Out Debt Proceeds) in repayment of Outstandings in accordance with
Clause 7.3 (Application of Repayments).


 


8.7                               Repayment in Connection with Structure 2.


 


The Ultimate Parent shall procure that 100% of the proceeds of:


 


(a)                                  loans made under the Structure 2
Bridge Facility Agreement are immediately applied in repayment of all Tranche A
Facility Outstandings (by way of on-lending to the Company and the series of
transactions described in the Steps Paper); and


 


(b)                                  loans made under the “B Facility”,
as defined in and utilised pursuant to the Structure 2 Senior Facilities
Agreement, are immediately applied in repayment of all Tranche B Facility
Outstandings.


 


8.8          Application to Senior Facilities.


 


Neither the Borrower nor the Ultimate Parent (as applicable) shall be
required to apply (i) Net Proceeds in accordance with Clause 8.2 (Repayment from Net Proceeds), (ii) Debt Proceeds in
accordance with Clause 8.3 (Repayment from Debt
Proceeds), (iii) Equity Proceeds in accordance with Clause 8.4
(Repayment from Equity Proceeds) or (iv) net
cash proceeds in accordance with Clause 8.5 (Repayment
from Securitisations):


 


(a)                                  to the extent such proceeds are
required to be and are applied pursuant to Clause 12 of the Senior Facilities
Agreement; or


 


(b)                                  in the event that, in order to be so
applied, such proceeds need to be upstreamed or otherwise transferred from one
or more members of the Group to the Borrower to effect such prepayment or
repayment, to the extent such upstreaming or transfer would not be permitted
under the Senior Facilities Agreement.


 


8.9          Trapped Cash


 


If:


 


(a)                                  moneys are required to be applied in
prepayment or repayment of the Outstandings under this Clause 8 (Mandatory Prepayments and Cancellation),
but in order to be so applied such moneys need to be upstreamed or otherwise
transferred from one member of the Group to another member of the Group to
effect such prepayment or repayment; and


 


(b)                                  the Borrower and the relevant members of the
Group determine in good faith that such moneys cannot be so upstreamed or
transferred without breaching a financial assistance prohibition, causing a
director to breach his or her fiduciary duties to a company or without
breaching some other legal prohibition, or such upstreaming or transfer is
otherwise unlawful or would result in material adverse tax consequences for the
Borrower or such relevant members of the Group,


 


then, there will be no
obligation to make such payment or prepayment until such impediment no longer
applies, provided that:


 


54

















 


(i)                                    during
such period, (to the extent lawful) the monies will be placed in a Blocked
Account (to the extent required pursuant to the Senior Facilities Agreement) or
a Bridge Blocked Account;


 


(ii)                                in
the case of any impediment relating to potential material adverse tax
consequences, the Borrower shall procure that the prepayment obligations under
this Clause 8 (Mandatory Prepayments and
Cancellation), shall be complied with by using the proceeds retained
to repay Outstandings owing by the member of the Group which received such
proceeds, provided that such payment itself does not create a potential
material adverse tax consequence; and


 


(iii)                            the
Borrower and the relevant members of the Group will use all reasonable
endeavours to overcome any impediments described in this Clause.


 


9.                                      INTEREST


 


9.1          Interest Periods


 


The period for which an Initial Loan is outstanding shall be divided
into successive periods (each an “Interest
Period”) each of which (other than the first) shall start on the
last day of the preceding such period.


 


9.2          Duration


 


The duration of each Interest Period shall,
save as otherwise provided in this Agreement, be 1, 2 or 3 months, or such
other period of up to 12 months as all the Lenders holding Commitments (in the
case of the first Interest Period, and thereafter, Outstandings, under the
relevant Facility may agree) in each case, as the Borrower may select by no
later than 2:00 p.m. on the date falling 3 Business Days before the first
day of the relevant Interest Period, provided that:


 


(a)                                  if
the Borrower fails to give such notice of selection in relation to an Interest
Period, the duration of that Interest Period shall, subject to the other
provisions of this Clause 9, be 3 months; and


 


(b)                                  for the
first two months following the Utilisation Date (or, if earlier, until the
Mandated Lead Arrangers notify the Borrower that syndication of the Facilities
has been completed), the duration of each Interest Period shall be 2 weeks,
save that the duration of the first Interest Period shall be one week.


 


9.3          Consolidation of Initial Loans


 


If 2 or more Interest Periods in respect of
any Initial Loans denominated in the same currency and under the same Facility
end at the same time, then on the last day of those Interest Periods, the
Initial Loans to which those Interest Periods relate shall be consolidated into
and treated as a single Initial Loan.


 


9.4          Division of Initial Loans


 


Subject to the requirements of Clause 9.2 (Duration), the Borrower may, by no later
than 2:00 p.m. on the date falling 3 Business Days before the first day of
the relevant Interest Period, direct that any Initial Loan shall, at the
beginning of the next Interest Period relating to it, be divided into (and
thereafter, save as otherwise provided in this Agreement, be treated in all
respects as) 2 or more Initial Loans in such amounts (equal in aggregate to the
principal amount of the Initial Loans being so divided) as shall be


 


55

















 


specified by the Borrower in such notice,
provided that the Borrower shall not be entitled to make such a direction if:


 


(a)                                  as
a result of so doing, there would be more than 5 Initial Loans outstanding under the
Facilities; or


 


(b)                                  any
Initial Loan thereby coming into existence would have a principal amount of
less than $50,000,000.


 


9.5          Payment of Interest


 


On:


 


(a)                                  the last
day of each Interest Period (or if such day is not a Business Day, on the
immediately succeeding Business Day in the then current week (if there is one)
or the preceding Business Day (if there is not));


 


(b)                                  the
Initial Maturity Date (and, if later, the Extension Date);


 


(c)                                  the date
of any repayment of the Initial Loans (in respect of the amount repaid); and


 


(d)                                  the date
of maturity of the Initial Loans (whether by acceleration or otherwise),


 


the Borrower shall pay
accrued interest on the Initial Loans.


 


9.6          Interest Rate


 


(a)                                  The rate
of interest applicable to an Initial Loan at any time during an Interest Period
relating to it shall be the rate per annum which is the sum of the Applicable
Margin, the Associated Costs Rate for such Initial Loan at such time (if
applicable) and LIBOR for such Interest Period.


 


(b)                                  Notwithstanding
Clause 9.6(a), (i) the rate of interest applicable to the Initial Loans
shall not exceed 11.50% per annum and (ii) in no event shall the rate of
interest applicable to the Initial Loans exceed the highest rate permitted
under applicable law.


 


9.7          Notification


 


The Facility Agent shall promptly notify the Borrower and the Lenders of
each determination of LIBOR, and the Associated Costs Rate, and any change to
the proposed length of an Interest Period or any interest rate occasioned by
the operation of Clause 10 (Market
Disruptions and Alternative Interest Rates).


 


10.                               MARKET
DISRUPTION AND ALTERNATIVE INTEREST RATES


 


10.1        Market Disruption


 


If, in relation to any Interest Period:


 


(a)                                  LIBOR is to be determined by reference to the
Reference Banks and, at or about 11.00 a.m. (London time) on the Quotation
Date for such Interest Period, none or only one of the Reference Banks supplies
a rate for the purpose of determining LIBOR for the relevant period; or


 


56

















 


(b)                                  before the close of business in London on the
Quotation Date for such Interest Period, the Facility Agent has been notified
by a Lender or each of a group of Lenders to whom in aggregate 40% or more of
the aggregate principal amount of the relevant Initial Loans is owed (or, in
the case of undrawn Initial Loans, if made, would be owed) that the cost to it
of obtaining matching deposits for the relevant Initial Loans in the Relevant
Interbank Market would be in excess of LIBOR,


 


then the Facility Agent shall notify the Borrower and the Lenders of
such event and, notwithstanding anything to the contrary in this Agreement,
Clause 10.2 (Substitute Interest Rate)
shall apply (if the relevant Initial Loans are already outstanding).


 


10.2        Substitute Interest Rate


 


If either paragraph of Clause 10.1 (Market Disruption) applies to an Initial
Loan, the rate of interest applicable to each Lender’s portion of such Initial
Loan during the relevant Interest Period shall (subject to any agreement
reached pursuant to Clause 10.3 (Alternative
Rate)) be the rate per annum which is the sum of:


 


(i)                                    the Applicable Margin;


 


(ii)                                the rate per annum notified to the Facility
Agent by such Lender before the last day of such Interest Period to be that
which expresses as a percentage rate per annum the cost to such Lender of
funding from whatever sources it may reasonably select its portion of such
Initial Loan during such Interest Period; and


 


(iii)                            the Associated Costs Rate, if any, applicable
to such Lender’s participation in the relevant Initial Loan.


 


10.3        Alternative Rate


 


If Clause 10.1 (Market Disruption)
applies and the Facility Agent or the Borrower so requires, the Facility Agent
and the Borrower shall enter into negotiations with a view to agreeing an
alternative basis:


 


(a)                                  for
determining the rate of interest from time to time applicable to such Initial
Loans; and/or


 


(b)                                  upon which
such Initial Loans may be maintained thereafter,


 


and any such alternative basis that is agreed shall take effect in
accordance with its terms and be binding on each party to this Agreement, provided
that the Facility Agent may not agree any such alternative basis without the
prior consent of each Lender holding Outstandings denominated in the relevant
currency, acting reasonably.


 


11.                               COMMISSIONS
AND FEES


 


11.1        Fees


 


NTL shall pay (or procure to be paid) to the Bookrunners the fees
specified in the letter (headed “Project Vanilla — Bridge Fees Letter”) dated
on or about the date of this Agreement from the Bookrunners to NTL and the
Company at the times and in the amounts specified in such letter.


 


57

















 


11.2        Agency Fee


 


NTL shall pay (or procure to be paid) to the Facility Agent and the
Security Trustee for their own account the fees specified in the letter (or
letters) dated on or about the date of this Agreement from the Facility Agent
and/or Security Trustee to NTL and the Company at the times and in the amounts
specified in such letter(s).


 


12.                               TAXES


 


12.1        Tax Gross-up


 


(a)                                  Each payment made by an Obligor under a
Finance Document shall be made by it without any Tax Deduction, unless a Tax
Deduction is required by Law.  Any Tax
Deduction in relation to any payment due in any currency other than Dollars
shall be calculated using the Facility Agent’s Spot Rate of Exchange on the
date such payment is made and the Obligors shall have no liability if any
subsequent credit or refund received by any Lender from any Tax Authority in
relation thereto is in a different amount (when converted to the non-Dollar
currency on any date).


 


(b)                                  As soon as it becomes aware that an Obligor
is or will be required by Law to make a Tax Deduction (or that there is any
change in the rate at which or the basis on which such Tax Deduction is to be
made) the relevant Obligor shall notify the Facility Agent accordingly.  Similarly, a Lender shall notify the Facility
Agent and the Borrower upon becoming so aware in respect of a payment payable
to that Lender.


 


(c)                                  If
a Tax Deduction (other than an Excluded Tax Deduction) is required by Law to be
made by an Obligor, the amount of the payment due shall, unless paragraph (f) below
applies, be increased to an amount so that, after the required Tax Deduction
(other than any Excluded Tax Deduction) is made (including any deduction that
is required with respect to the Tax Payment), the payee receives an amount
equal to the amount it would have received had no Tax Deduction (other than any
Excluded Tax Deduction) been required.


 


(d)                                  If
a Tax Deduction (other than an Excluded Tax Deduction) is required by Law to be
made by the Facility Agent or the Security Trustee (other than by reason of the
Facility Agent or the Security Trustee performing its obligations as such under
this Agreement through an office located outside the United States or United
Kingdom) from any payment to any Finance Party which represents an amount or
amounts received from an Obligor, that Obligor shall, unless paragraph (f) below
applies, pay directly to that Finance Party an amount which, after making the
required Tax Deduction (other than any Excluded Tax Deduction) enables the
payee of that amount to receive an amount equal to the payment which it would
have received if no Tax Deduction (other than any Excluded Tax Deduction) had
been required.


 


(e)                                  If
a Tax Deduction is required by Law to be made by the Facility Agent or the
Security Trustee from any payment to any Finance Party under paragraph (d) above,
the Facility Agent or the Security Trustee as appropriate shall, unless the
relevant Obligor makes such Tax Deduction or payment in accordance with
paragraph (g) below, make that Tax Deduction and any payment required in
connection with that Tax Deduction to the relevant taxing authority within the
time allowed and in the minimum amount required by Law, and within 30 days of
making either a Tax Deduction or any payment in connection with that Tax
Deduction, the Facility Agent or the Security Trustee as appropriate making
that Tax Deduction or other payment shall deliver to the Finance Party entitled
to the interest to which such Tax Deduction or payment relates certified copies
of tax receipts evidencing such payment or, if the practice of the relevant
taxing authority


 


58

















 


is not to supply such receipts, evidence that the Tax Deduction or
other payment has been made or accounted for to the relevant tax authority,
with a copy to the Borrower.


 


(f)                                    No Obligor is required to make a Tax Payment
to a Lender under paragraphs (c) or (d) above for a Tax Deduction in
respect of tax imposed by the United States of America on a payment of interest
in respect of a participation in an Initial Loan by that Lender to the Borrower
where that Lender is not a Qualifying US Lender on the date on which the
relevant payment is due (otherwise than as a consequence of a Change in Tax
Law) to the extent that payment could have been made without a Tax Deduction if
that Lender had been a Qualifying US Lender on that date.


 


(g)                                 The relevant Obligor which is required to
make a Tax Deduction shall make that Tax Deduction and any payment required in
connection with that Tax Deduction to the relevant taxing authority within the
time allowed and in the minimum amount required by Law.


 


(h)                                 Within 30 days of making either a Tax
Deduction or any payment required in connection with that Tax Deduction, the
relevant Obligor making that Tax Deduction or other payment shall deliver to
the Facility Agent for the Finance Party entitled to the interest to which such
Tax Deduction or payment relates certified copies of tax receipts evidencing
such payment or, if the practice of the relevant taxing authority is not to
supply such receipts, evidence that the Tax Deduction or other payment has been
made or accounted for to the relevant tax authority.


 


12.2        Forms; Lender Tax Status


 


(a)                                  Any Lender that is not a “United
States person” (as such term is defined in Section 7701(a)(30) of the
Code) and that is entitled to payment from an Obligor that is a “United States
person” (as such term is defined in Section 7701(a)(30)
of the Code) without a Tax Deduction for United States federal withholding
taxes, shall as soon as reasonably practicable:


 


(i)                                    to the extent able to do so without
breaching any legal or regulatory restrictions or having to disclose any
confidential information, deliver to such Obligor, with a copy to the Facility
Agent, at the time or times prescribed by applicable law, (1) two accurate
and complete originally executed US Internal Revenue Service Forms W-8BEN or W-8ECI
(or any successor), whichever is relevant, certifying such Lender’s legal
entitlement to an exemption or reduction from any Tax Deduction for US federal
withholding taxes with respect to all payments hereunder, or (2) in the
case of each such Lender, if the Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of
the Code and cannot deliver either US Internal Revenue Service Form W-8ECI
or Form W-8BEN (certifying such Lender’s legal entitlement to an exemption
or reduction from any Tax Deduction for US federal withholding taxes) pursuant
to sub-paragraph (1) above, (x) a statement certifying that such
Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of
the Code and (y) two accurate and complete originally executed copies of
US Internal Revenue Service Form W-8BEN (with respect to the portfolio
interest exemption) (or successor form) certifying such Lender’s legal
entitlement to an exemption or reduction from any Tax Deduction for US federal
withholding taxes with respect to all payments hereunder; and


 


(ii)                                to the extent able do so without
breaching any legal or regulatory restrictions or having to disclose any
confidential information at such times, provide to such US Obligor, with a copy
to the Facility Agent, new Forms W-8BEN or W-8ECI (or any successor), whichever
is relevant, upon the expiration or obsolescence of any previously delivered


 


59

















 


form to reconfirm any complete
exemption from, or any entitlement to a reduction in, any Tax Deduction for US
federal withholding taxes with respect to any payment hereunder.


 


(b)                                  Any
Lender that is a “United States person” (as such term is defined in Section 7701(a)(30)
of the Code) and is not a person whose name indicates that it is an “exempt
recipient” (as such term is defined in section 1.6049-4(c)(ii) of the
United States Treasury Regulations):


 


(i)                                    to the extent able to do so without
breaching any legal or regulatory restrictions or having to disclose any
confidential information, shall deliver to the relevant Obligor, with a copy to
the Facility Agent, at the time or times prescribed by applicable law, two
accurate and complete originally executed US Internal Revenue Service Forms W-9
(or any successor forms), and


 


(ii)                                to the extent able do so without
breaching any legal or regulatory restrictions or having to disclose any confidential
information at such times, provide to such US Obligor, with a copy to the
Facility Agent) new Forms W-9 (or any successor), upon the expiration or
obsolescence of any previously delivered form to reconfirm any complete
exemption from, or any entitlement to a reduction in, any Tax Deduction for US
federal withholding taxes with respect to any payment hereunder.


 


(c)                                  Any
Lender which was a Qualifying US Lender when it became party to this Agreement
but subsequently ceases
to be a Qualifying US Lender (other than by reason of a Change in Tax Law in
the United States) shall promptly notify the Borrower of that event, provided
that if there is a Change in Tax Law in the United States which in the
reasonable opinion of the Borrower may result in any Lender which was a
Qualifying US Lender when it became a party to this Agreement ceasing to be a
Qualifying US Lender, such Qualifying US Lender shall co-operate with the
Borrower and provide reasonable evidence requested by the Borrower in order for
the Borrower to determine whether such Lender has ceased to be a Qualifying US
Lender provided, however, that nothing in this Clause 12.2(c) shall
require a Lender to disclose any confidential information or information
regarding its business, tax affairs or tax computations (including without
limitation, its tax returns or its calculations).


 


12.3        Tax Indemnity


 


(a)                                  Subject to paragraph (b) of this Clause,
the Borrower shall (within 5 Business Days of demand by the Facility Agent) pay
(or procure that the relevant Obligor pays) for the account of a Protected
Party an amount equal to any Tax Liability which that Protected Party
reasonably determines has been or will be suffered by that Protected Party
(directly or indirectly) in connection with any Finance Document.


 


(b)                                  Paragraph (a) of this Clause shall not
apply:


 


(i)                                    with respect to any Tax Liability of a
Protected Party in respect of Tax on Overall Net Income of that Protected
Party;


 


(ii)                                to the extent that any Tax Liability has been
compensated for by an increased payment or other payment under paragraphs (c) or
(d) of Clause 12.1 (Tax Gross-up)
or would have been compensated for by such an increased payment or other
payment, but for the application of paragraph (f) of Clause 12.1 (Tax Gross-up); or


 


(iii)                            until the Merger Closing Date has occurred.


 


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(c)                                  A Protected Party making, or intending to
make, a claim pursuant to paragraph (a) of this Clause 12.3 shall promptly
notify the Facility Agent of the event which will give, or has given, rise to
the claim together with supporting evidence, following which the Facility Agent
shall notify the Borrower and provide such evidence to it.


 


(d)                                  A Protected Party shall, on receiving a
payment from an Obligor under this Clause 12.3, notify the Facility Agent.


 


(e)                                  In this Clause 12.3:


 


“Tax Liability” means, in
respect of any Protected Party:


 


(i)                                    any liability or any increase in the
liability of that person to make any payment of or in respect of tax;


 


(ii)                                any loss of any relief, allowance, deduction
or credit in respect of tax which would otherwise have been available to that
person;


 


(iii)                            any setting off against income, profits or
gains or against any tax liability of any relief, allowance, deduction or
credit in respect of tax which would otherwise have been available to that
person; and


 


(iv)                               any loss or setting off against any tax
liability of a right to repayment of tax which would otherwise have been
available to that person.


 


For this purpose, any question of whether or not any relief, allowance,
deduction, credit or right to repayment of tax has been lost or set off in
relation to any person, and if so, the date on which that loss or set-off took
place, shall be conclusively determined by that person, acting reasonably and
in good faith and such determination shall be binding on the relevant parties
to this Agreement.


 


“Tax on Overall Net Income”
means, in relation to a Protected Party, tax (other than tax deducted or
withheld from any payment) imposed on the net income received or receivable
(but not any sum deemed to be received or receivable) by that Protected Party
by the jurisdiction in which the relevant Finance Party is incorporated or, if
different, the jurisdiction (or jurisdictions) in which the Finance Party is
treated as residing for tax purposes or in which the relevant Finance Party’s
Facility Office or head office is situated.


 


(f)                                    A Protected Party making or intending to make
a claim under paragraph (a) above shall promptly notify the Facility Agent
of the event which will give, or has given, rise to the claim together with
supporting evidence, following which the Facility Agent shall notify the
Borrower and provide such evidence to it.


 


(g)                                 A Protected Party shall, on receiving a
payment from an Obligor under this Clause 12.3, notify the Facility Agent.


 


12.4        Tax Refund


 


If a Finance Party
determines, in its sole opinion, that
it has received a refund of any Taxes with respect to which the Obligor has
made a Tax Payment, it shall pay over such refund to the Obligor (but only to
the extent of Tax Payments made by the Obligor giving rise to such refund), net
of all out-of-pocket expenses


 


61

















 


of such Finance Party and without interest (other than any interest paid
by the relevant governmental authority with respect to such refund); provided,
that the Obligor, upon the request of the Finance Party, agrees to repay the
amount paid over to the Obligor (plus any, interest imposed by the relevant
governmental authority) to such Finance Party in the event such Finance Party
is required to repay such refund to such governmental authority. This paragraph
shall not be construed to require the Finance Party to make available its tax
returns (or any other information relating to its taxes which it deems
confidential) to the Obligor or any other person.


 


13.                               INCREASED
COSTS


 


13.1        Increased Costs


 


Subject to Clause 13.3, (Exceptions),
the Borrower shall, within 3 Business Days of a demand by the Facility Agent,
pay for the account of a Finance Party the amount of any Increased Cost
incurred by that Finance Party or any of its Affiliates as a result (direct or
indirect) of:


 


(a)                                  the introduction or implementation of or any
change in (or any change in the interpretation, administration or application
of) any Law, regulation, practice or concession or any directive, requirement,
request or guideline (whether or not having the force of law but where such
law, regulation, practice, concession, directive, requirement, request or guideline
does not have the force of law, it is one with which banks or financial
institutions subject to the same are generally accustomed to comply) of any
central bank, including the European Central Bank, the Financial Services
Authority or any other fiscal, monetary, regulatory or other authority after
the date of this Agreement;


 


(b)                                  compliance with any Law, regulation,
practice, concession or any such directive, requirement, request or guideline
made after the date of this Agreement; or


 


(c)                                  the implementation of economic or monetary
union by any Member State which is not already a Participating Member State.


 


13.2        Increased Costs Claims


 


(a)                                  A Finance Party intending to make a claim
pursuant to Clause 13.1 (Increased Costs)
shall notify the Facility Agent of the event giving rise to the claim,
following which the Facility Agent shall promptly notify the Borrower.


 


(b)                                  Each Finance Party shall, as soon as
practicable after a demand by the Facility Agent, provide a certificate
confirming the amount of its or if applicable, its Affiliate’s Increased Costs
setting out in reasonable detail its calculations in relation to such Increased
Costs.


 


13.3        Exceptions


 


Clause 13.1 (Increased Costs)
does not apply to the extent any Increased Cost which is:


 


(a)                                  attributable to a Tax Deduction required by
Law to be made by an Obligor;


 


(b)                                  compensated for by Clause 12.3 (Tax Indemnity) (or would have been
compensated for by Clause 12.3 but was not so compensated solely because
paragraph (b) of Clause 12.3 applied);


 


(c)                                  compensated for by the payment of the
Associated Costs Rate;


 


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(d)                                  attributable to the gross negligence of, or
wilful breach by, the relevant Finance Party or if applicable, any of its
Affiliates of any law, regulation, practice, concession, directive,
requirement, request or guideline, to which the imposition of such Increased
Cost relates;


 


(e)                                  attributable to a delay of more than 30 days
in the relevant Finance Party notifying the Facility Agent of any claim
pursuant to paragraph (a) of Clause 13.2 (Increased
Costs Claims) after such Finance Party has become aware that it had
suffered the relevant Increased Cost; or


 


(f)                                    attributable to the implementation of or
compliance with the “International Convergence of Capital Measurement and
Capital Standards, a Revised Framework” published by the Basel Committee on
Banking Supervision in June 2004 in the form existing on the date of this
Agreement (“Basel
II”) or any other law or
regulation which implements Basel II (whether such implementation, application
or compliance is by a government, regulator, Finance Party or any of its
Affiliates).


 


14.                               ILLEGALITY


 


If it becomes unlawful in any relevant jurisdiction for a Lender to
perform any of its obligations as contemplated by this Agreement or to fund or
maintain its participation in any Initial Loan:


 


(a)                                  that Lender shall promptly notify the
Facility Agent upon becoming aware of that event;


 


(b)                                  upon the Facility Agent notifying the
Borrower, the Available Commitments of that Lender will immediately be
cancelled and its Commitment reduced to zero and such Lender shall not
thereafter be obliged to participate in any Initial Loan; and


 


(c)                                  if so required by the Facility Agent on
behalf of the relevant Lender, the Borrower shall repay or procure the
repayment of that Lender’s participation in the Initial Loans on the last day
of the current Interest Period for the relevant Initial Loans occurring after
the Facility Agent has notified the Borrower or, if earlier, the date specified
by the Lender in the notice delivered to the Facility Agent (being no earlier
than the last day of any applicable grace period permitted by Law), together
with accrued interest and all other amounts owing to that Lender under the
Finance Documents.


 


15.                               MITIGATION


 


15.1        Mitigation


 


(a)                                  Each Finance Party shall in consultation with
the Borrower, take all reasonable steps to mitigate any circumstances which
arise and which would result in any amount becoming payable under, or pursuant
to, or cancelled pursuant to, any of Clause 12 (Taxes),
Clause 13 (Increased Costs) or
Clause 14 (Illegality) including
(but not limited to) transferring its rights and obligations under the Finance
Documents to another Affiliate or Facility Office or financial institution
acceptable to the Borrower which is willing to participate in any Facility in
which such Lender has participated.


 


(b)                                  Paragraph (a) of this Clause does not in
any way limit the obligations of any Obligor under the Finance Documents.


 


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15.2        Limitation of Liability


 


(a)                                  With effect from the Merger Closing Date, the
Borrower agrees to indemnify each Finance Party for all costs and expenses
reasonably incurred by that Finance Party as a result of steps taken by it
under Clause 15.1 (Mitigation).


 


(b)                                  A Finance Party is not obliged to take any
steps under Clause 15.1 if, in the opinion of that Finance Party (acting
reasonably), to do so might in any way be prejudicial to it.


 


16.                               REPRESENTATIONS
AND WARRANTIES


 


16.1        Time for making Representations and
Warranties


 


(a)                                  Each Obligor (including the Initial Borrower
immediately prior to the Merger and NTL, as Borrower, immediately after the
Merger) in relation to itself and, to the extent expressed to be applicable to
them, its Subsidiaries, makes each of the following representations and
warranties to each Finance Party on the date of this Agreement (other than in
the case of the representations given under Clause 16.16 (Accuracy of
Information), which shall be given as of the applicable dates
specified in that Clause) and, in the case of each Repeating Representation, as
provided in Clause 16.36 (Repetition).


 


(b)                                  Any Guarantor who accedes to this Agreement
pursuant to Clause 21.1 (Acceding Guarantors) makes each of the Repeating
Representations with respect to itself on the date on which it accedes to this
Agreement and as provided in Clause 16.36 (Repetition).


 


(c)                                  Any Holding Company of the Ultimate Parent
who accedes to this Agreement pursuant to Clause 21.2 (Acceding Holding Company) makes each of
the Repeating Representations with respect to itself on the date on which it
accedes to this Agreement and as provided in Clause 16.36 (Repetition).


 


16.2        Due Organisation


 


It is a company duly organised or a partnership duly formed, in either
case, validly existing under the laws of its jurisdiction of incorporation or
establishment with power to enter into those of the Finance Documents to which
it is party and to exercise its rights and perform its obligations thereunder
and all corporate and (subject to paragraphs (d) and (e) of the
definition of Reservations) other action required to authorise its execution of
those of the Finance Documents to which it is party and its performance of its
obligations have been duly taken.


 


16.3        No Deduction


 


Under the laws of its Relevant Tax Jurisdiction in force at the date of
this Agreement, it will not be required to make any deduction for or
withholding on account of tax from any payment it may make under any of the
Finance Documents to any Lender which is a Qualifying US Lender.


 


16.4        Claims Pari Passu


 


Subject to the Reservations, under the laws of its jurisdiction of
incorporation or establishment, and, if different, England, in force at the
date of this Agreement, the claims of the Finance Parties against it under the
Finance Documents to which it is party rank and will rank at least pari passu with the claims of


 


64

















 


all its unsecured and unsubordinated creditors save those whose claims
are preferred by any bankruptcy, insolvency, liquidation or similar laws of
general application.


 


16.5        No Immunity


 


In any legal proceedings taken in its jurisdiction of incorporation or
establishment and, if different, England in relation to any of the Finance
Documents to which it is party it will not be entitled to claim for itself or
any of its assets immunity from suit, execution, attachment or other legal
process.


 


16.6        Governing Law and Judgments


 


Subject to the Reservations, in any legal proceedings taken in its
jurisdiction of incorporation or establishment in relation to any of the
Finance Documents to which it is party, the choice of law expressed in such
documents to be the governing law of it and any judgment obtained in such
jurisdiction will be recognised and enforced.


 


16.7        All Actions Taken


 


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


 


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


 


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


 


(c)                                  subject to the Reservations, to make the
Finance Documents to which it is party admissible in evidence in its
jurisdiction of incorporation or establishment and, if different, the United
Kingdom,


 


have been done, fulfilled and performed.


 


16.8        No Filing or Stamp Taxes


 


Under the laws of its Relevant Tax Jurisdiction and, if different, the
United Kingdom, in force at the date of this Agreement, it is not necessary
that any of the Finance Documents to which it is party be filed, recorded or
enrolled with any court or other authority in such jurisdiction or that any
stamp, registration or similar tax be paid on or in relation to any of them
other than those filings which are necessary to perfect the Security and save
as stated in the Reservations.


 


16.9        Binding Obligations


 


Subject to the Reservations, the obligations expressed to be assumed by
it in the Finance Documents to which it is party, are legal, valid and binding
and enforceable against it in accordance with the terms thereof and no limit on
its powers will be exceeded as a result of the borrowings, grant of security or
giving of guarantees contemplated by such Finance Documents or the performance
by it of any of its obligations thereunder.


 


16.10      No Winding-up


 


(a)                                  None of the Ultimate Parent, the Parent, the
Company, any other member of the Bridge Group or any other Senior Facilities
Obligor that is a Material Subsidiary is taking any corporate action nor


 


65

















 


are
any other steps being taken (including the commencement of any legal
proceedings) against the Ultimate Parent, the Parent, the Company, any other
member of the Bridge Group or any other Senior Facilities Obligor that is a
Material Subsidiary, for its winding-up, dissolution or administration or for
the appointment of a receiver, administrator, administrative receiver,
conservator, custodian, trustee or similar officer of it or of any or all of
its assets or revenues save as permitted under paragraphs (c), (d) or (e) of
Clause 20.8 (Mergers), Clause
20.19 (Solvent Liquidation) or as otherwise
disclosed to the Facility Agent prior to the date of this Agreement.


 


(b)                                  Each US Obligor is Solvent.


 


16.11      No Event of Default


 


No Event of Default is continuing or might reasonably be expected to
result from the making of any Initial Loan.


 


16.12      No Material Proceedings


 


No litigation, arbitration or administrative proceeding of or before any
court, arbitral body, or agency in which there is a reasonable possibility of
an adverse decision which could reasonably be expected to have a Material
Adverse Effect has been started or, to the best of its knowledge, is threatened
in writing or, is pending against it, any other member of the Bridge Group or
any member of the Bank Group other than litigation, arbitration or
administrative proceedings commenced prior to the date of this Agreement,
details of which have been disclosed to the Lenders prior to the date of this
Agreement.


 


16.13      Original Financial Statements


 


The Original Financial Statements were prepared in accordance with GAAP
which has been consistently applied (unless and to the extent expressly
disclosed to the Facility Agent in writing to the contrary before the date of
this Agreement) and fairly present in all material respects the consolidated
financial position of the group of companies to which they relate at the date
as of which they were prepared and/or (as appropriate) the results of
operations and changes in financial position during the period for which they
were prepared.


 


16.14      No Material Adverse Change


 


Since publication of the Original Financial Statements, no event or
series of events has occurred, in each case which has had or could reasonably
be expected to have a Material Adverse Effect.


 


16.15      No Undisclosed Liabilities


 


As at 31 December 2005, neither the Ultimate Parent nor any of its
Subsidiaries had any material liabilities (contingent or otherwise) which were
not disclosed in the Original Financial Statements (or by the notes thereto) or
reserved against therein and the Group had no material unrealised or
anticipated losses arising from commitments entered into by it which were not
so disclosed or reserved against, in each case, to the extent required to be
disclosed by GAAP.


 


16.16      Accuracy of Information


 


In the case of NTL only:


 


66

















 


(a)                                  to the best of its knowledge and belief
having made all reasonable and proper enquiries, all statements of fact
relating to the business, assets, financial condition and operations of the
Group contained in:


 


(i)                                    the
Initial Information Memorandum are true, complete and accurate in all material
respects as at the date of this Agreement; and


 


(ii)                                any
Subsequent Information Memorandum are true, complete and accurate in all
material respects as of the date it is issued;


 


(b)                                  the opinions and views expressed in the
Information Memoranda and the Agreed Business Plan represent the honestly held
opinions and views of NTL and were arrived at after careful consideration and
were based on reasonable grounds as at the dates on which they were prepared;


 


(c)                                  all financial projections and forecasts made
by any member of the Bridge Group or the Bank Group in the Information Memoranda
and the Agreed Business Plan have been prepared in good faith and are based
upon reasonable assumptions (it being understood that such financial
projections are subject to significant uncertainties, many of which are beyond
the control of NTL and that no assurance can be given that such projections
will be realised); and


 


(d)                                  (other than in respect of the financial
projections and forecasts referred to in paragraph (c) above), the
Information Memoranda did not omit to disclose or take into account any matter
known to NTL after due and careful enquiry where failure to disclose or take
into account such matter would result in:


 


(i)                                    the
Initial Information Memorandum being misleading in any material respect as at
the date of this Agreement; and


 


(ii)                                any
Subsequent Information Memorandum being misleading in any material respect as
at the date it is issued.


 


16.17      Indebtedness and Encumbrances


 


(a)                                  Save as permitted under this Agreement, none
of it, any other member of the Bridge Group or any member of the Bank Group has
incurred any Financial Indebtedness which is outstanding.


 


(b)                                  Save as permitted under this Agreement, no
Encumbrance exists over all or any of the present or future revenues or assets
of any member of the Bridge Group or any member of the Bank Group.


 


(c)                                  In relation to the Bridge Group and the
Parent only, save as provided in the Security Documents (or, with respect to
the Parent, in the Senior Facilities Security Documents) no Encumbrance exists
over any of its rights, title or interest in the shares of the Company, the
shares of any member of the Bridge Group or the Parent Intercompany Debt owed
to the Parent by the Company.


 


16.18      Execution of Finance Documents


 


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


 


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(a)                                  conflict with any agreement, mortgage, bond
or other instrument or treaty to which it is a party or which is binding upon
it or any of its assets (save as contemplated by paragraphs (d) and (e) of
the definition of Reservations) in a manner that could reasonably be expected
to have a Material Adverse Effect;


 


(b)                                  conflict with any matter contained in its
constitutional documents; or


 


(c)                                  conflict with any applicable law.


 


16.19      Structure


 


(a)                                  The Group Structure Chart is a complete and
accurate representation of the structure of the NTL Group and the Telewest
Group, in each case, in all material respects prior to the Merger Closing Date.


 


(b)                                  The Company is a wholly owned Subsidiary of
the Parent.


 


(c)                                  The Parent does not carry on any business or
conduct any activities (other than in respect of the Existing High Yield
Offering, and any on lending of the proceeds thereof).


 


(d)                                  Upon consummation of the Merger, NTL shall be
a direct wholly-owned subsidiary of the Ultimate Parent.


 


(e)                                  Each member of the Bridge Group (other than
the Ultimate Parent) is a wholly owned subsidiary of the Ultimate Parent.


 


16.20      Environmental Matters


 


(a)                                  It has to the best of its knowledge and
belief:


 


(i)                                    complied with all Environmental Laws to which
it is subject;


 


(ii)                                obtained all Environmental Licences required
in connection with its business; and


 


(iii)                            complied with the terms of all such
Environmental Licences,


 


in each case where failure to do so could reasonably be expected to have
a Material Adverse Effect.


 


(b)                                  To the best of its knowledge and belief,
there is no Environmental Claim pending or threatened against it, which could
reasonably be expected to have a Material Adverse Effect.


 


(c)                                  No:


 


(i)                                    property currently or previously owned,
leased, occupied or controlled by it is contaminated with any Hazardous
Substance; and


 


(ii)                                discharge, release, leaking, migration or
escape of any Hazardous Substance into the Environment has occurred or is
occurring on, under or from that property,


 


in each case in circumstances where the same could reasonably be
expected to have a Material Adverse Effect.


 


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16.21      Necessary Authorisations


 


(a)                                  The Necessary Authorisations required by it
are in full force and effect;


 


(b)                                  It is in compliance with the material
provisions of each Necessary Authorisation relating to it; and


 


(c)                                  To the best of its knowledge, none of the
Necessary Authorisations relating to it are the subject of any pending or
threatened proceedings or revocation;


 


in each case, except where any failure to maintain such Necessary
Authorisations in full force and effect, any non-compliance or any proceedings
or revocation could not reasonably be expected to have a Material Adverse
Effect and subject to the Reservations.


 


16.22      Intellectual Property


 


The Intellectual Property Rights owned by or licensed to it are all the
material Intellectual Property Rights required by it in order to carry out,
maintain and operate its business, properties and assets, and so far as it is
aware, it does not infringe, in any way any Intellectual Property Rights of any
third party save, in each case, where the failure to own or license the
relevant Intellectual Property Rights or any infringement thereof could not
reasonably be expected to have a Material Adverse Effect.


 


16.23      Ownership of Assets


 


Save to the extent disposed of in a manner permitted by the terms of any
of the Finance Documents with effect from and after the Merger Closing Date, it
has good title to or valid leases or licences of or is otherwise entitled to
use all material assets necessary to conduct its business taken as a whole in a
manner consistent with the Agreed Business Plan except to the extent that the
failure to have such title, leases or licences or to be so entitled could not
be reasonably expected to have a Material Adverse Effect.


 


16.24      Payment of Taxes


 


It has no claims or liabilities which are being, or are reasonably
likely to be, asserted against it with respect to taxes which, if adversely
determined, could reasonably be expected to have a Material Adverse Effect save
to the extent it (or any member of the Group) having set aside proper reserves
for such claims or liabilities, can demonstrate that the same are being
contested in good faith on the basis of appropriate professional advice.  All reports and returns on which taxes are
required to be shown have been filed within any applicable time limits and all
material taxes required to be paid have been paid within any applicable time
period other than to the extent that a failure to do so could not be reasonably
likely to have a Material Adverse Effect.


 


16.25      Pension Plans


 


(a)                                  Each UK defined benefit pension plan operated
by it generally for the benefit of the employees of any member of the Bridge
Group or any member of the Bank Group has been valued by an actuary appointed
by the trustees of such plan in all material respects in accordance with all
laws applicable to it and using actuarial assumptions and recommendations
complying with statutory requirements or approved by the actuary and since the
most recent valuation the relevant employers have paid contributions to the
plan in accordance with the schedule of contributions in force from time
to time in relation to the plan, in the case of each of the foregoing, save to
the extent that any failure to do so could not reasonably be expected to have a
Material Adverse Effect.


 


69

















 


(b)                                  In relation to the US schemes or
arrangements, it is in compliance in all material respects with all applicable
laws relating to any defined benefit pension plan operated by it or in which it
participates, save to the extent that any failure to comply could not
reasonably be expected to have a Material Adverse Effect.


 


(c)                                  Neither it nor any ERISA Affiliate has, at
any time, maintained or contributed to, and is not obliged to maintain or
contribute to, any Plan that is subject to Title IV or Section 302 of
ERISA and/or Section 412 of the Code or any Multi-employer Plan.


 


16.26      Security


 


Subject to the Reservations, it is the legal or beneficial owner of all
assets and other property which it purports to charge, mortgage, pledge, assign
or otherwise secure pursuant to each Security Document and (subject to their
registration or filing at appropriate registries for the purposes of perfecting
the Security created thereunder and the Reservations) those Security Documents
to which it is a party create and give rise to valid and effective Security
having the ranking expressed in those Security Documents.


 


16.27      Investment Company Act


 


Neither it nor any of its Subsidiaries is an “investment company,” or a
company “controlled” by an “investment company,” as such terms are defined in
the US Investment Company Act of 1940, as amended.  Neither the making of any Drawing, nor the
application of the proceeds or repayment thereof by any Obligor, nor the
consummation of the other transactions contemplated hereby, will violate any
provision of such Act or any rule, regulation or order of the SEC promulgated
thereunder.


 


16.28      Margin Stock


 


In the case of the Ultimate Parent and the Borrower only, no Initial
Loan (or the proceeds thereof) will be used to purchase or carry any Margin
Stock or to extend credit for the purpose of purchasing or carrying any Margin
Stock.  Neither the making of any Initial
Loan nor the use of the proceeds thereof nor the occurrence of any other
Utilisation will violate or be inconsistent with the provisions of Regulation T,
Regulation U or Regulation X.


 


16.29      Insurance


 


Each member of the Bank Group is adequately insured for the purposes of
its business with reputable underwriters or insurance companies against such
risks and to such extent as is necessary or usual for prudent companies
carrying on such a business (other than insurance in respect of the underground
portion of the cable network and various pavement-based electronics associated
with the cable network as disclosed in the Group’s public disclosure documents)
and except to the extent that the failure to so insure could not reasonably be
expected to have a Material Adverse Effect.


 


16.30      Centre of Main Interests


 


Its Centre of Main Interests is the place in which its registered office
is situated or, if different, another place in the country in which its
registered office is situated, or England.


 


16.31      Merger Documents


 


The Merger Documents contain
all the material terms and conditions of the Merger and are in full force and
effect and there have been no amendments, variations or waivers to the Merger
Documents (in whole 


 


70

















 


or in part) other than
amendments thereto or waivers thereunder (excluding any waiver of or as
contemplated by Section 9.02(a) of the Merger Agreement) which are
not material and adverse to the financing under this Agreement or the Senior
Facilities Agreement.


 


16.32      Broadcasting Act 1990


 


Neither it nor any member of
any Joint Venture Group is a “disqualified person” for the purposes of schedule 2
to the Broadcasting Act 1990 (as amended from time to time).


 


16.33      Telecommunications, Cable and
Broadcasting Laws


 


(a)                                  To the best of its knowledge and belief, it
and each member of each Joint Venture Group is in compliance in all material
respects with all Telecommunications, Cable and Broadcasting Laws (but
excluding, for these purposes only, breaches of Telecommunications, Cable and
Broadcasting Laws which have been expressly waived by the relevant regulatory
authority), in each case, where failure to do so could reasonably be expected
to have a Material Adverse Effect.


 


(b)                                  To the best of its knowledge and belief, it
and each member of each Joint Venture Group is in compliance in all material
respects with any conditions set by the Director General of Telecommunications
or by OFCOM under section 45 of the Communications Act 2003 as are
applicable to it or such member of the Joint Venture Group (as the case may
be), in each case, where failure to do so could reasonably be expected to have
a Material Adverse Effect.


 


16.34      US Patriot Act


 


(a)                                  It has no reason to believe that it or any of
its Affiliates:


 


(i)                                    is a Restricted Party or controlled by a
Restricted Party or has received funds or property from a Restricted Party; or


 


(ii)                                has violated any Anti-Terrorism Law or is the
subject of any action or investigation (including any relating to asset
seizure, forfeiture or confiscation) under any Anti-Terrorism Law.


 


(b)                                  It and its Affiliates have taken reasonable
measures to ensure compliance with the Anti-Terrorism Laws.


 


16.35      Compliance with ERISA


 


(a)                                  Each Plan (and each related trust, insurance
contract or fund) is in compliance with its terms and with all applicable laws,
including without limitation ERISA and the Code, save where the failure to be so
compliant could not reasonably be expected to result in a Material Adverse
Effect.


 


(b)                                  Each Plan (and each related trust, if any)
which is intended to be qualified under Section 401(a) of the Code
has received a determination letter from the Internal Revenue Service to the
effect that it meets the requirements of Sections 401(a) and 501(a) of
the Code.


 


(c)                                  Neither it nor any member of the Group nor
any ERISA Affiliate has ever maintained or contributed to (or had any
obligation to contribute to) any Multiemployer Plan or Plan that is subject to
Title IV or Section 302 of ERISA and/or Section 412 of the Code.


 


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(d)                                  All contributions required to be made with
respect to a Plan have been made within the time limit therefor, save where the
failure to do so would not result in a material liability.


 


(e)                                  Neither it nor any other member of the Group
nor any ERISA Affiliate has incurred any material liability (including any
indirect, contingent or secondary liability) to or on account of a Plan
pursuant to sections 409, 502(i) or 502(l) of ERISA or section 4975
of the Code or expects to incur any such material liability under any of the
foregoing sections with respect to any Plan, in each case, that could reasonably
be expected to result in a Material Adverse Effect.


 


(f)                                    To the knowledge of NTL, no condition exists
which presents a material risk to it or any other member of the Group or any
ERISA Affiliate of incurring a liability to or on account of a Plan pursuant to
the provisions of ERISA and the Code enumerated in paragraph (e) of this
Clause 16.35, that could reasonably be expected to result in a Material Adverse
Effect.


 


(g)                                 No action, suit, proceeding, hearing, audit
or investigation with respect to the administration, operation or the
investment of assets of any Plan (other than routine claims for benefits) that
could reasonably be expected to result in a Material Adverse Effect, is pending
or, to the knowledge of NTL, expected or threatened.


 


(h)                                 Each group health plan (as defined in section 607(1) of
ERISA or section 4980B(g)(2) of the Code) which covers or has covered
employees or former employees of any member of the Group or any ERISA Affiliate
has at all times been operated in compliance with the provisions of Part 6
of subtitle B of Title I of ERISA and section 4980B of the Code, save
where the failure to do so could not reasonably be expected to result in a
Material Adverse Effect.


 


(i)                                    It and each other member of the Group do not
maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of
ERISA) which provides benefits to retired employees or other former employees
(other than as required by Section 601 of ERISA) or any Plan the
obligations with respect to which could reasonably be expected to have a
Material Adverse Effect.


 


(j)                                    Each Foreign Pension Plan has been maintained
in substantial compliance with its terms and with the requirements of any and
all applicable laws, statutes, rules, regulations and orders and has been
maintained, where required, in good standing with applicable regulatory
authorities, in the case of each of the foregoing, save where the failure to do
so could not reasonably be expected to result in a Material Adverse Effect.


 


(k)                                All contributions required to be made with
respect to a Foreign Pension Plan maintained by it have been made within the
time limit therefor, save where the failure to do so could not reasonably be
expected to result in a Material Adverse Effect.


 


16.36      Repetition


 


Each Repeating Representation is deemed to be made by the party
identified as making such Repeating Representation above in relation to itself,
or in the case of the Ultimate Parent and the Borrower, in relation to itself
and each Obligor, the Bridge Group as a whole or the Bank Group as a whole (as
applicable), by reference to the facts and circumstances then existing, on the
Utilisation Date and on the first day of each Interest Period.


 


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17.                               FINANCIAL
INFORMATION


 


17.1        Financial Statements


 


(a)                                  Group Financial
Information: The
Ultimate Parent shall provide (or procure that the Company provides) to the
Facility Agent, in sufficient copies for all the Lenders, the following
financial information relating to the Group:


 


(i)                                    as soon as the same become available, but in
any event within 120 days after the end of each of the Ultimate Parent’s
financial years, the consolidated financial statements for such financial year
in respect of the Group, audited by a firm of auditors meeting the requirements
of Clause 19.17 (Change in Auditors),
and accompanied by the related auditor’s report; and


 


(ii)                                as soon as they become available but in any
event within 45 days after the end of each Financial Quarter, the unaudited
consolidated quarterly financial statements of the Group commencing with the
first complete Financial Quarter arising after the Merger Closing Date (other
than, for so long as the Ultimate Parent remains a reporting company under the rules of
the SEC, the last Financial Quarter in each of the Ultimate Parent’s financial
years) together with, commencing with the Financial Quarter ended 30 June 2006,
a commentary consistent with disclosure in the nature of a “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”, in
relation to the financial condition and results of operations of the Group.


 


In relation to the financial information of the Group only, the above
requirements may be satisfied by the provision, within the specified time
periods, of copies of reports for the Group already filed with the SEC for the
relevant period (it being acknowledged that the SEC does not as at the date
hereof require the filing of quarterly financial statements for the fourth
Financial Quarter of any financial year).


 


(b)                                  Company, TCN
and Bank Group Financial Information: Subject to Clause 17.2 (Provisions
relating to the Bank Group Financial Information), the Ultimate
Parent shall provide (or procure that the Company provides) to the Facility
Agent, in sufficient copies for all the Lenders, the following financial
information relating to the Company, TCN or the Bank Group, as the case may be:


 


(i)                                    as soon as they become available but in any
event within 120 days after the end of each of the Company’s financial years,
the audited consolidated financial statements for such financial year for the
Company and (except to the
extent that TCN is a Subsidiary of the Company) within 120 days after the end
of each of TCN’s financial years, the audited consolidated financial statements
for such financial year for TCN;


 


(ii)                                as soon as they become available but in any
event within 120 days after the end of each of the Company’s financial years,
the unaudited pro forma balance sheet, statement of cash flows and statement of
operations for such financial year in respect of the Bank Group substantially
in the form set out in Schedule 11 (Pro
Forma Bank Group Financial Statements) or with such amendments as
may be necessary to reflect changes made to the Group’s public financial
information as agreed by the Facility Agent (acting reasonably), together with
a commentary from the management in relation to the key drivers for the
financial performance of the Bank Group for such financial year; and


 


73

















 


(iii)                            as soon as they become available but in any
event within 50 days (90 days for the Financial Quarter ended 31 March 2006)
after the end of each of the first three Financial Quarters of each financial
year (and within 120 days after the end of the last Financial Quarter), the
unaudited pro forma balance sheet, statement of cash flows and statement of
operations for such Financial Quarter in respect of the Bank Group
substantially in the form set out in Schedule 11 (Pro Forma Bank Group Financial Statements)
or with such amendments as may be necessary to reflect changes made to the
Group’s public financial information as agreed by the Facility Agent (acting
reasonably).


 


(c)                                  Borrower
Financial Information:  The Borrower shall provide, to the extent
such information is required by any Lender to enable it to comply with any law,
regulation or other requirement of any central bank or other fiscal, monetary
or other authority, promptly following request by such Lender, the Borrower’s
most recent annual audited financial statements to the extent the same are in
final form.


 


17.2        Provisions relating to Bank Group
Financial Information


 


(a)                                  The financial information of the Bank Group
delivered pursuant to paragraphs (b)(ii) and (b)(iii) of Clause 17.1
(Financial Statements) shall be
prepared in good faith using the same methodologies applied in preparing the
audited consolidated financial statements of the Ultimate Parent delivered to
the Facility Agent pursuant to sub-paragraph (a)(i) of Clause 17.1 (Financial Statements).


 


(b)                                  To the extent possible, all financial data
used in preparing the financial information of the Bank Group will be derived
from:


 


(i)                                    in the case of financial information in
respect of a full financial year of the Bank Group, the balance sheet,
statement of cash flows, statement of operations and notes to the audited
consolidated financial statements of the Ultimate Parent in respect of that
financial year, including without limitation, revenue (broken down by “Business”,
“Consumer” and “Content”); and


 


(ii)                                in respect of financial information in
respect of any Financial Quarter of any financial year of the Bank Group, from
the balance sheet, statement of cash flows, statement of operations and notes
to the unaudited consolidated quarterly financial statements of the Ultimate
Parent for the corresponding Financial Quarter, including, without limitation,
revenue (broken down by “Business Consumer” and “Content”),


 


provided that in the event that it shall not be possible to apply the
financial data used in the financial statements or management accounts of the
Ultimate Parent, as the case may be, such financial information will be
determined in good faith based on allocation methodologies approved by the
Board of Directors of the Company.


 


(c)                                  For any period prior to 31 March 2007,
Bank Group Consolidated Revenue shall represent the combination of revenue of
the Ultimate Parent and NTL (without duplication) and following the consummation of the
Baseball Acquisition, for any period ending on a date prior to the first
anniversary of the Baseball Effective Date, Bank Consolidated Revenue shall
represent the combination of the Ultimate Parent, NTL and Baseball (without
duplication), in each case, for the relevant period.


 


74

















 


(d)                                  Financial statements for the Bank Group shall
reflect, for any period prior to 31 March 2007 and/or the Baseball
Effective Date, the combination of the historical statements of the Ultimate
Parent and NTL and Baseball (as the case may be) (without duplication) giving
effect to the Merger and/or the Baseball Acquisition (as the case may be) as if
the Merger and/or the Baseball Acquisition (as the case may be) had occurred as
of the beginning of the relevant period and reflecting such adjustments to give
effect to the Merger and/or the Baseball Acquisition (as the case may be)
including elimination of balance sheet and other adjustments of the Merger
and/or the Baseball Acquisition (as the case may be).  Such combination of historical statements
will be carried out by the Company in good faith and having regard to publicly
available financial information of the NTL Group, Telewest Group and/or the
Baseball Group prior to the Merger or the Baseball Acquisition (as the case may
be).


 


17.3        Budget


 


In respect of each financial year, as soon as the same becomes available
and in any event by no later than 30 days after the beginning of each financial
year of the Bank Group (other than in respect of the financial year ended 31 December 2006),
the Ultimate Parent shall deliver (or procure that the Company delivers) to the
Facility Agent, in sufficient copies for the Lenders, the annual operating
budget, which as regards paragraphs (b) and (c) below shall be in the
format set out in Schedule 12 (Pro
Forma Budget Information) or with such amendments as may be
necessary to reflect changes made to the Group’s public financial information
as agreed by the Facility Agent (acting reasonably) and prepared by reference
to each Financial Quarter in respect of such financial year of the Bank
Group.  The annual operating budget shall
be prepared in a form consistent with past practice of the Company and shall
include:


 


(a)                                  forecasts of any projected material Disposals
(including timing and anticipated Net Proceeds thereof) on a consolidated basis
for the Bank Group;


 


(b)                                  projected annual statements of operations
(including projected revenue and operating costs) on a consolidated basis for
the Bank Group in the format set out in Schedule 12 (Pro Forma Budget Information) or with such
amendments as may be necessary to reflect changes made to the Group’s public
financial information as agreed by the Facility Agent (acting reasonably);


 


(c)                                  projected estimated pro forma balance sheets
and estimated pro forma statements of cash flows on a consolidated basis for
the Bank Group in the format set out in Schedule 12 (Pro Forma Budget Information) or with such
amendments as may be necessary to reflect changes made to the Group’s public
financial information as agreed by the Facility Agent (acting reasonably);


 


(d)                                  projected capital expenditure to be included
for each Financial Quarter of such financial year on a consolidated basis for
the Bank Group;


 


(e)                                  projected ratios in respect of each of the
financial covenants set out in Clause 18.2 (Ratios)
for each Financial Quarter in such financial year; and


 


(f)                                    a commentary from the management in relation
to the key drivers for the Bank Group for such financial year.


 


The Company shall provide the Facility Agent with any details of
material changes in the projections set out in any Budget delivered under this
Clause 17.3 as soon as reasonably practicable after it becomes aware of any
such change.


 


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17.4        Other Information


 


The Ultimate Parent shall and shall procure that the Company and each of
the Obligors shall from time to time on the request of the Facility Agent:


 


(a)                                  provide the Facility Agent with such
information about the business and financial condition of the Bank Group or the
Bridge Group, or any member of the Bank Group or the Bridge Group, (including
such member’s business) as the Facility Agent may reasonably require, provided
that the Ultimate Parent shall not be under any obligation to provide, or procure
the providing of, any information the supply of which would be contrary to any
confidentiality obligation binding on any member of the Bank Group or the
Bridge Group, or where the supply of such information could prejudice the
retention of legal privilege in such information and provided further that no
Obligor shall (and the Ultimate Parent shall procure that no member of the Bank
Group or the Bridge Group, shall) be able to deny the Facility Agent any such
information by reason of it having entered into a confidentiality undertaking
which would prevent it from disclosing, or be able to claim any legal privilege
in respect of, any financial information relating to itself or the Group; and


 


(b)                                  provide all then existing information about
the business and financial condition of the Bank Group or the Bridge Group, or
any member of the Bank Group or Bridge Group, (including such member’s
business) as Standard & Poor’s or Moody’s may reasonably require and
extend all reasonable co-operation for the purpose of determining or assessing
the credit ratings (if any) assigned to the Senior Facilities, the Facilities,
the Existing High Yield Notes, any High Yield Refinancing or the NTL High Yield
Notes, and the Ultimate Parent shall use all reasonable efforts to meet with
representatives of Standard & Poor’s and Moody’s no less frequently
than once in each calendar year.


 


17.5        Compliance Certificates


 


The Ultimate Parent shall ensure that each set of financial information
delivered by it pursuant to sub-paragraphs (a), (b)(ii) and (b)(iii) of
Clause 17.1 (Financial Statements)
is accompanied by a Compliance Certificate signed by two authorised signatories
of the Ultimate Parent (at least one of whom shall be a Financial Officer)
which:


 


(a)                                  where the relevant financial statements being
delivered relate to a period ending on a Quarter Date in respect of which the
financial covenants are required to be tested in accordance with paragraphs (d) and
(e) of Clause 18.2 (Ratios):


 


(i)                                    confirms compliance (or detailing any non-compliance)
with the relevant financial covenants set out in Clause 18 (Financial Condition) and showing figures representing the
actual financial ratios then in effect;


 


(ii)                                attaches a working paper (the “Attached Working Paper”) setting out the calculations showing
compliance with the financial covenants set out in Clause 18 (Financial Condition) and the information from which such
calculations are derived (including the calculations for the components of such
covenants defined in Clause 18.1 (Financial
Definitions) on a line by line basis); and


 


(iii)                            confirms that the information contained in
the Attached Working Paper has been prepared on the basis of the same
information and methodology used to prepare the appropriate financial
information,


 


76

















 


(b)                                  in relation to a Compliance Certificate
delivered with the Bank Group’s annual financial information only, confirms the
Bank Group Consolidated Revenues for the financial year ended on that Quarter
Date; and


 


(c)                                  in the case of each Compliance Certificate
delivered pursuant to this Clause 17.5, confirms the absence of any Default.


 


in each case, as at the end of such financial year or Financial Quarter
to which such financial information relates.


 


17.6        Access


 


If:


 


(a)                                  an Event of Default has occurred, but only
while such Event of Default is continuing, (provided that with respect to an
Event of Default relating to a breach of any covenant in Clause 18 (Financial Condition), such Event of Default shall be deemed
to be continuing until such time that the Ultimate Parent has delivered a
Compliance Certificate pursuant to Clause 17.5 (Compliance Certificates) demonstrating compliance with each
of the covenants set out in Clause 18 (Financial Condition));
or


 


(b)                                  in the reasonable opinion of an Instructing
Group, a breach of any covenant in Clause 18 (Financial
Condition) is reasonably likely to occur,


 


in each such circumstance, at the Obligors’ expense (in the case of
sub-paragraph (a)) and at the Lenders’ expense (in the case of sub-paragraph
(b)), but without causing any undue interruption to the normal business
operations of any member of the Bank Group:


 


(i)                                    the Facility Agent shall be entitled to call
for an independent audit and investigation which is reasonable in scope and
degree having regard to the nature of the Event of Default or suspected breach
(as the case may be) or the financial position of the Bank Group; and


 


(ii)                                the Facility Agent, any Finance Party, or
representative of the Facility Agent or such Finance Party (an “Inspecting Party”) shall be entitled to have access, together
with its accountants or other professional advisers, during normal business
hours, to inspect or observe such part of the Group Business as is owned or
operated by any Senior Facilities Obligor or any member of the Bank Group, and
to have access to books, records, accounts, documents, computer programmes,
data or other information in the possession of or available to such Senior
Facilities Obligor or member of the Bank Group and to take such copies as may
be considered appropriate by such Inspecting Party, provided that no Obligor
shall (and the Ultimate Parent shall not be obliged to procure that any member
of the Bank Group shall) be under any obligation to allow any person to have
access to any books, records, accounts, documents, computer programmes, data or
other information or to take copies thereof where to do so would breach any
confidentiality obligation binding on any member of the Group or would
prejudice the retention of legal privilege to which such Senior Facilities
Obligor or member of the Group is then entitled in respect of such books,
records, accounts, documents, computer programmes, data or other information
and provided further that no Obligor shall (and the Ultimate Parent shall
procure that no member of the Bank Group shall) be able to deny the Facility
Agent any such information by reason of it having entered into a
confidentiality undertaking which


 


77

















 


would
prevent it from disclosing, or be able to claim any legal privilege in respect
of, any financial information relating to itself or the Group.


 


17.7        Change in Accounting Practices


 


The Ultimate Parent shall ensure that each set of financial information delivered
to the Facility Agent pursuant to paragraphs (a) and  (b) of Clause 17.1 (Financial Statements) is prepared using
accounting policies, practices and procedures consistent with that applied in
the preparation of NTL’s Original Financial Statements, unless in
relation to any such set of financial information, the Ultimate Parent elects
to notify the Facility Agent that there have been one or more changes in any
such accounting policies, practices or procedures (including, without
limitation, any change in the basis upon which costs are capitalised) and:


 


(a)                                  in respect of any change in the basis upon
which the information required to be delivered pursuant to sub-paragraphs (a)(i) or
(a)(ii) of Clause 17.1 (Financial
Statements) is prepared, the Ultimate Parent provides:


 


(i)                                    a description of the changes and the
adjustments which would be required to be made to that financial information in
order to cause them to reflect the accounting policies, practices or procedures
upon which such Original Financial Statements were prepared; and


 


(ii)                                sufficient information, in such detail and
format as may be reasonably required by the Facility Agent, to enable the
Lenders to make an accurate comparison between the financial positions
indicated by that financial information and by such Original Financial
Statements,


 


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


 


(b)                                  the Ultimate Parent notifies the Facility
Agent that it is not longer practicable to test compliance with the financial
covenants set out in Clause 18 (Financial Condition)
against the financial information required to be delivered pursuant to this
Clause 22 or that it wishes to cease preparing the additional information
required by sub-paragraph (a) above, in which case:


 


(i)                                    the Facility Agent and the Ultimate Parent
shall enter into negotiations with a view to agreeing alternative financial
covenants to replace those contained in Clause 18 (Financial
Condition) in order to maintain a consistent basis for such
financial covenants (and for approval by an Instructing Group); and


 


(ii)                                if the Facility Agent and the Ultimate Parent
agree alternative financial covenants to replace those contained in Clause 18 (Financial Condition) which are acceptable to an Instructing
Group, such alternative financial covenants shall be binding on all parties
hereto; and


 


(iii)                            if, after three months following the date of
the notice given to the Facility Agent pursuant to this sub-paragraph (b), the
Facility Agent and the Ultimate Parent cannot agree alternative financial
covenants which are acceptable to an Instructing Group, the Facility Agent shall
refer the matter to any of the Permitted Auditors as may be agreed between the
Ultimate Parent and the Facility Agent for determination of the adjustments
required


 


78

















 


to
be made to such financial information or the calculation of such ratios to take
account of such change, such determination to be binding on the parties hereto,
provided that pending such determination (but not thereafter) the Ultimate
Parent shall continue to prepare financial information and calculate such
covenants in accordance with paragraph (a) above.


 


17.8        Notifications


 


The Ultimate Parent shall furnish or procure that there shall be
furnished to the Facility Agent in sufficient copies for each of the Lenders:


 


(a)                                  as soon as reasonably practicable, documents
required to be despatched by the Ultimate Parent to its shareholders generally
(or any class of them) in their capacity as such and all documents relating to
the financial obligations of any Obligor or any Senior Facilities Obligor
despatched by or on behalf of any Obligor or any Senior Facilities Obligor to
its creditors generally (in their capacity as creditors) it being agreed that
to the extent such information is filed with the SEC, such filing will satisfy
the Ultimate Parent’s obligations with regard to the provision of such
information;


 


(b)                                  as soon as reasonably practicable after the
same are instituted or, to its knowledge, threatened, details of any
litigation, arbitration or administrative proceedings involving any member of
the Bridge Group or any member of the Bank Group which, is reasonably likely to
be adversely determined and if adversely determined, could reasonably be
expected to have a Material Adverse Effect; and


 


(c)                                  written details of any Default promptly upon
becoming aware of the same, and of all remedial steps being taken and proposed
to be taken in respect of that Default.


 


18.                               FINANCIAL
CONDITION


 


18.1        Financial Definitions


 


In this Agreement the following terms have the following meanings:


 


“Bank Group Cash Flow”
means, in respect of any period, Consolidated Operating Cashflow for that
period (excluding for this purpose all Permitted Joint Venture Proceeds for
such period and/or Permitted Joint Venture Net Operating Cash Flow for such
period included in Consolidated Operating Cashflow pursuant to paragraph (d) of
the definition thereof) after:


 


(a)                                  adding
back:


 


(i)                                    any
decrease in the amount of Working Capital at the end of such period compared
against the Working Capital at the start of such period;


 


(ii)                                all cash extraordinary or non-recurring gains
during that period to the extent not included in Consolidated Operating Cashflow;


 


(iii)                            any amount received in cash in that period by members of the
Bank Group in respect of income and related taxes; and


 


(iv)                               all Permitted Joint Venture Proceeds received for such period.


 


79

















 


(b)                                  deducting:


 


(i)                                    the actual capital expenditure of members of
the Bank Group during such period;


 


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


 


(iii)                            any amount paid in cash in that period by any
member of the Bank Group in respect of income and related taxes;


 


(iv)                               all cash extraordinary or non-recurring
losses during that period to the extent not included in Consolidated Operating
Cashflow; and


 


(v)                                   any amount paid in cash in that period in
respect of dividends, distributions, loans, investments or other similar
payments made or paid during such period by any member of the Bank Group to any
person who is not a member of the Bank Group and any cash charges falling under
sub-paragraph (a)(ix) of “Consolidated Operating Cashflow” which have been
added back for the purposes of calculating such definition,


 


provided that in no event shall amounts constituting Consolidated Debt
Service be deducted from Bank Group Cash Flow, and no amount shall be included
or excluded more than once.


 


“Cash” means at any time:


 


(a)                                  all Cash Equivalent Investments;
and


 


(b)                                  cash (in cleared balances)
denominated in Sterling (or any other currency freely convertible into
Sterling) and credited to an account in the name of a member of the Bank Group
with an Eligible Deposit Bank and to which such a member of the Bank Group is
alone beneficially entitled and for so long as:


 


(i)                                    such cash is repayable on demand
(including any cash held on time deposit which is capable of being broken and
the balance received on same day notice provided that any such cash shall only
be taken into account net of any penalties or costs which would be incurred in
breaking the relevant time deposit) and repayment of such cash is not
contingent on the prior discharge of any other indebtedness of any member of
the Bank Group or of any other person whatsoever or on the satisfaction of any
other condition; or


 


(ii)                                such cash has been deposited with
an Eligible Deposit Bank as security for any performance bond, guarantee,
standby letter of credit or similar facility the contingent liabilities
relating to such having been included in the calculation of Consolidated Total
Debt.


 


“Consolidated Debt Service”
means, in respect of any period, the aggregate of:


 


(a)                                  the Consolidated Total Net Cash
Interest Payable in respect of such period; and


 


(b)                                  save to the extent immediately
reborrowed, the aggregate of all scheduled payments (excluding any voluntary
and mandatory prepayments) made in such period of principal, capital or nominal
amounts in respect of Consolidated Total Debt.


 


80

















 


“Consolidated Net Debt”
means, at any time, the Consolidated Total Debt at such time less Cash, in
cleared balances at such time, credited to any account in the name of a member
of the Bank Group subject to a maximum aggregate Cash amount of £200,000,000
(or its equivalent in other currencies).


 


“Consolidated Net Income”
means for any period, with respect to any person, net income (or loss) after
taxes for such period of such person (calculated on a consolidated basis, if it
has Subsidiaries) determined in accordance with GAAP.


 


“Consolidated Operating Cashflow”
means, in respect of any period:


 


(a)                                  Consolidated
Net Income of the Bank Group for such period, in accordance with GAAP as then
in effect adding back (or deducting as the case may be) (only to the extent
used in arriving at net income or loss of the Bank Group):


 


(i)                                    non-cash
gains or losses, whether extraordinary, recurring or otherwise (excluding
however any non-cash charge to the extent that it represents amortisation of a
prepaid expense that was paid in a prior period or an accrual of, or a reserve
for, cash charges or expenses in any future period), and including without
limitation non-cash expenses for compensation relating to the granting of
options and restricted stock, sale of stock and similar arrangements;


 


(ii)                                income tax expense or benefit;


 


(iii)                            foreign currency transaction gains and losses
and foreign currency translation differences;


 


(iv)                               other non-operating gains and losses, including the costs of,
and accounting for, financial instruments and gains and losses on disposals of
fixed assets;


 


(v)                                   share of income or losses from equity investments and minority interests;


 


(vi)                               interest expense and interest income including, without
limitation, amortisation of debt issuance cost and debt discount;


 


(vii)                           depreciation and amortisation;


 


(viii)                       extraordinary items;


 


(ix)                              at the election of the Company, cash charges
resulting from any third party professional, advisory, legal and accounting
fees and out-of-pocket expenses reasonably incurred in connection with the
Merger, the Baseball Scheme, an acquisition or investment, any financing (in
any such case, whether completed or not) provided that the aggregate amount
added back in respect of such fees and expenses shall not at any time exceed
£25 million;


 


(x)                                  restructuring charges determined in
accordance with FAS 146 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 Baseball 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 Baseball 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


 


81

















 


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; and


 


(xi)                              cumulative changes in GAAP from and including
the accounting principles applied in the preparation of the Original Financial
Statements,


 


minus


 


(b)                                  the
Excluded Group Operating Cashflow for that period (to the extent included in
the calculation of paragraph (a) above);


 


(c)                                  to
the extent included in Consolidated Net Income for such period and not
otherwise deducted pursuant to paragraph (a) above:


 


(i)                                    that portion of the share of
profit or loss from Permitted Joint Ventures; and


 


(ii)                                the aggregate amount of all
interest income and/or dividends received during such period from one or more
of the Permitted Joint Ventures;


 


plus


 


(d)                                  the
lower of (i) the aggregate Permitted Joint Venture Proceeds actually
received by the Bank Group during such period and (ii) the aggregate of
the proportionate interests of each member of the Bank Group in any Permitted
Joint Venture Net Operating Cash Flow for such period.


 


“Consolidated Total Debt”
means, at any time (without double counting):


 


(a)                                  the aggregate principal, capital
or nominal amounts (including any Interest capitalised as principal) of
Financial Indebtedness of any member of the Bank Group (including, without
limitation, Financial Indebtedness arising under or pursuant to the Finance
Documents); plus


 


(b)                                  the aggregate principal, capital
or nominal amounts (including any Interest capitalised as principal) of
Financial Indebtedness of any member of the Group to the extent it is Non-Bank
Group Serviceable Debt;


 


excluding any Financial
Indebtedness of any member of the Group to another member of the Group or under
any Subordinated Funding, to the extent not prohibited under this Agreement and
excluding any Financial Indebtedness
arising by reason only of mark to market fluctuations in respect of interest
rate hedging arrangements since the original date on which such interest rate
hedging arrangements were consummated.


 


“Consolidated Total Net Cash Interest
Payable” means, in respect of any period, the aggregate amount of
the Interest which has accrued on the Consolidated Total Debt during such
period (but excluding for the avoidance of doubt any fees payable in or
amortised during such period) but deducting any
Interest actually received in cash by any member of the Bank Group,


 


“Current Assets” means the
aggregate of trade and other receivables (net of allowances for doubtful
debts), prepayments and all other current assets of the Bank Group (which until
such time as balance sheets are prepared for the Bank Group shall be allocated
from the relevant consolidated financial statements of the Group to the Bank
Group by the board of directors of the Company acting in good faith)


 


82

















 


maturing within twelve months from the date of computation, as required
to be accounted for as current assets under GAAP but excluding cash and Cash
Equivalent Investments and excluding the impact of Hedging Agreements.


 


“Current Liabilities” means
the aggregate of all liabilities (including accounts payable, accruals and
provisions) of the Bank Group (which until such time as balance sheets are
prepared for the Bank Group shall be allocated to the Bank Group from the
relevant consolidated financial statements of the Group by the board of
directors of the Company acting in good faith) falling due within twelve months
from the date of computation and required to be accounted for as current
liabilities under GAAP but excluding Financial Indebtedness of the Bank Group
falling due within such period and any interest on such Financial Indebtedness
due in such period and excluding the impact of Hedging Agreements.


 


“Eligible Deposit Bank”
means any bank or financial institution which has a short term rating of at
least A1 granted by Standard & Poor’s or P1 granted by Moody’s.


 


“Excluded Group Operating Cashflow”
means, in respect of any period, that proportion of Consolidated Net Income
which is attributable to the Excluded Group for that period adding back (or
deducting as the case may be) (to the extent used in arriving at net profit or
loss of the Excluded Group):


 


(a)                                  non-cash gains or losses, whether
extraordinary, recurring or otherwise (excluding however any non-cash charge to
the extent that it represents amortisation of a prepaid expense that was paid
in a prior period or an accrual of, or a reserve for, cash charges or expenses
in any future period), and including without limitation non-cash expenses for
compensation relating to the granting of options and restricted stock, sale of stock
and similar arrangements;


 


(b)                                  income tax
expense or benefit;


 


(c)                                  foreign
currency transaction gains and
losses and foreign currency translation differences;


 


(d)                                  other
non-operating gains and
losses, including the costs of, and accounting for, financial instruments and
gains and losses on disposals of fixed assets;


 


(e)                                  share of
income or losses from
equity investments and minority interests;


 


(f)                                    interest
expense and interest income
including, without limitation, amortisation of debt issuance cost and debt
discount;


 


(g)                                 depreciation
and
amortisation;


 


(h)                                 extraordinary
items;


 


(i)                                    restructuring
charges
determined in accordance with FAS 146; and


 


(j)                                    cumulative changes in GAAP from the
date of this Agreement.


 


“Financial Quarter” means
the period commencing on the day immediately following any Quarter Date in each
year, and ending on the next succeeding Quarter Date.


 


“Interest” means:


 


83

















 


(a)                                  interest and amounts in the nature
of interest accrued in respect of any Financial Indebtedness (including without
limitation, in respect of obligations under finance or capital leases or hire
purchase payments);


 


(b)                                  discounts suffered and repayment
premiums payable in respect of Financial Indebtedness, in each case to the
extent applicable GAAP requires that such discounts and premiums be treated as
or in like manner to interest;


 


(c)                                  discount fees and acceptance fees
payable or deducted in respect of any Financial Indebtedness (including all
fees payable in connection with any Documentary Credit, any other letters of
credit or guarantees and any Ancillary Facility);


 


(d)                                  any other costs, expenses and
deductions of the like effect and any net payment (or, if appropriate in the
context, receipt) under any Hedging Agreement or like instrument, taking into
account any premiums payable for the same, and the interest element of any net
payment under any Hedging Agreement; and


 


(e)                                  commitment and non-utilisation
fees (including, without limitation, those payable under this Agreement) but
excluding agent’s fees, front-end, management, arrangement and participation
fees and repayment premiums with respect to any Financial Indebtedness
(including, without limitation, all those payable under the Senior Facilities
Finance Documents).


 


“Permitted Joint Venture Net Operating
Cash Flow” means the aggregate of the proportionate interests of
each member of the Group in any Permitted Joint Venture of such Joint Venture’s
Consolidated Net Income for such period adding back (or deducting as the case
may be) (only to the extent used in arriving at consolidated net income or loss
of such Joint Venture):


 


(a)                                  non-cash gains or losses, whether
extraordinary, recurring or otherwise (excluding however any non-cash charge to
the extent that it represents amortisation of a prepaid expense that was paid
in a prior period or an accrual of, or a reserve for, cash charges or expenses
in any future period), and including without limitation non-cash expenses for
compensation relating to the granting of options and restricted stock, sale of
stock and similar arrangements;


 


(b)                                  income tax expense or benefit;


 


(c)                                  foreign currency transaction gains
and losses and foreign currency translation differences;


 


(d)                                  other non-operating gains and
losses, including the costs of, and accounting for, financial instruments and
gains and losses on disposals of fixed assets;


 


(e)                                  share of income or losses from
equity investments and minority interests;


 


(f)                                    interest expense and interest
income including, without limitation, amortisation of debt issuance cost and
debt discount;


 


(g)                                 depreciation and amortisation;


 


(h)                                 extraordinary items;


 


(i)                                    restructuring charges determined
in accordance with FAS 146; and


 


(j)                                    cumulative changes in GAAP from
the date of the Senior Facilities Agreement.


 


84

















 


“Permitted Joint Venture Proceeds”
means the cash proceeds of all payments of interest and principal received
under Financial Indebtedness and of all dividends, distributions or other payments
(including management fees) made by any Permitted Joint Venture to any member
of the Bank Group.


 


“Quarter Date” means each
of 31 March, 30 June, 30 September and 31 December in each financial
year of the Company.


 


“Working Capital” means on
any date Current Assets less Current Liabilities.


 


18.2        Ratios


 


With effect from (and including) the end of the third full Financial
Quarter after the Merger Closing Date, the financial condition of the Group or
the Bank Group, as the case may be, as evidenced by the financial information
provided pursuant to paragraphs (a) and (b) of Clause 17.1 (Financial Statements) and the Attached
Working Paper referred to in Clause 17.5 (Compliance
Certificates) shall be such that:


 


(a)                                  Leverage Ratio: Consolidated Net
Debt to Consolidated Operating Cashflow


 


Subject to paragraph (e) below, Consolidated Net Debt as at any
Quarter Date specified in the table in paragraph (d) of this Clause 18.2,
shall not be more than X times Consolidated Operating Cashflow calculated on a
rolling twelve month basis ending on such Quarter Date, where X has the value
indicated for such Quarter Date in such table.


 


(b)                                  Interest Coverage Ratio:
Consolidated Operating Cashflow to Consolidated Total Net Cash Interest Payable


 


Subject to paragraph (e) below,
Consolidated Operating Cashflow calculated on a rolling twelve month basis
ending on any Quarter Date specified in the table in paragraph (d) of this
Clause 18.2, shall not be less than Y times Consolidated Total Net Cash
Interest Payable calculated on a rolling twelve month basis, where Y has the
value indicated for such period in such table, provided that (to the extent
applicable) in the case of the test falling on 31 December 2006:


 


(i)                                    Consolidated Operating Cashflow shall be
calculated in accordance with the principles specified in paragraph (d) of
Clause 17.2 (Provisions Relating to Bank Group Financial
Information); and


 


(ii)                                Consolidated Total Net Cash Interest Payable
shall be calculated by annualising (on the basis of the actual number of days
in such period and a 365 day year) the Consolidated Total Net Cash Interest
Payable for the period commencing on the Merger Closing Date and ending on 31 December 2006.


 


(c)                                  Debt Service Coverage Ratio: Bank
Group Cash Flow to Consolidated Debt Service


 


Subject to paragraph (e) below,
Bank Group Cash Flow calculated for each rolling twelve month period ending on
each Quarter Date specified in the table in paragraph (d) of this Clause
18.2, shall not be less than Z times Consolidated Debt Service for such period
where Z has the value indicated for such period in such table provided that (to
the extent applicable) in the case of the test falling on 31 December 2006:


 


(i)                                     Bank Group Cash Flow shall be calculated in
accordance with the principles specified in paragraph (d) of Clause 17.2 (Provisions Relating to Bank Group Financial Information);
and


 


85

















 


(ii)                                  Consolidated Debt Service shall be calculated
by annualising (on the basis of the actual number of days in such period and a
365 day year) the Consolidated Debt Service for the period commencing on the
Merger Closing Date and ending on 31 December 2006.


 


(d)                                  Ratio Table


 


This is the table referred to in paragraphs (a) to (c) above.


 


	
   

  	
   

  	
  Leverage
  Ratio

  	
   

  	
  Interest
  

  Coverage Ratio

  	
   

  	
  Debt
  Service Coverage

  Ratio

  	
   

  
	
  Quarter Date

  	
   

  	
  X

  	
   

  	
  Y

  	
   

  	
  Z

  	
   

  
	
  31 December 2006

  	
   

  	
  6.05 : 1

  	
   

  	
  2.10 : 1

  	
   

  	
  1 : 1

  	
   

  
	
  31 March 2007

  	
   

  	
  5.85 : 1

  	
   

  	
  2.15 : 1

  	
   

  	
  1 : 1

  	
   

  



 


(e)                                  If any Compliance Certificate delivered
pursuant to Clause 17.5 (Compliance Certificates)
demonstrates that the ratio of Consolidated Net Debt to Consolidated Operating
Cashflow in respect of the relevant Quarter Date for which such Compliance
Certificate was delivered was 4.25:1 or lower, the covenants which are required
to be tested pursuant to paragraphs (a), (b) and (c) above shall
thereafter, and for so long as the ratio of Consolidated Net Debt to
Consolidated Operating Cashflow as at each subsequent Quarter Date remains at
4.25:1 or lower, be tested on each alternative Quarter Date shown on the table
in paragraph (d) above.  In the
event that any Compliance Certificate delivered pursuant to Clause 17.5 (Compliance Certificates) demonstrates that
the ratio of Consolidated Net Debt to Consolidated Operating Cashflow in
respect of any Quarter Date for which such Compliance Certificate was delivered
exceeds 4.25:1, the covenants which are required to be tested pursuant to
paragraphs (a), (b) and (c) above shall thereafter, and for so long
as the ratio of Consolidated Net Debt to Consolidated Operating Cashflow as at
each subsequent Quarter Date exceeds 4.25:1 be tested, in accordance with
paragraphs (a), (b) and (c) above, on each subsequent Quarter Date.


 


18.3        Equity Cure Right


 


(a)                                  Subject
to paragraph (b) below, if any Compliance Certificate delivered by the
Ultimate Parent demonstrated that the Bank Group is in breach of any of the
financial covenants set out in paragraphs (a), (b) or (c) of Clause
18.2 (Ratios) as at the relevant Quarter Date
to which such Compliance Certificate relates, then the Ultimate Parent may, at
its option, within 5 Business Days of delivery of such Compliance Certificate
and without prejudice to the rights of the Lenders under Clause 22 (Events of Default), cure such breach (an “Equity Cure Right”) by procuring that the
proceeds of any New Equity be contributed into the Bank Group and either:


 


(i)                                    applied
towards the prepayment of the Term Facilities (under and as defined in the
Senior Facilities Agreement); or


 


(ii)                                added
back to the calculation of Consolidated Operating Cashflow,


 


in each case,
in an amount which, if such test(s) were to be
recalculated as at such Quarter Date but giving effect to such application or
add-back, such test(s) would have been satisfied.


 


86

















 


(b)                                  The
Equity Cure Right shall be subject to the following conditions:


 


(i)                                    subject
to sub-paragraph (ii) below, such Equity Cure Right may not be used on
more than three occasions over the life of the Facilities;


 


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


 


(iii)                            in
the case of an add-back to the calculation of Consolidated Operating Cashflow,
such add-back may not be rolled forward or otherwise taken into account on any
subsequent Quarter Date on which such financial covenants are to be tested; and


 


(iv)                               such
Equity Cure Right may not be used for any two consecutive Quarter Dates.


 


(c)                                  Any
proceeds of New Equity which are contributed into the Bank Group for the
purposes specified above, shall thereafter be retained within the Bank Group.


 


18.4        Currency Calculations


 


Where any financial information with reference to which any of the
covenants in Clause 18.2 (Ratios)
are tested states amounts in a currency other than Sterling such amounts shall,
for the purposes of testing such covenants be converted from such currency into
Sterling at the rate used in such financial information for the purpose of
converting such amounts from Sterling into the currency in which they are
stated in such financial information or where no such rate is stated in such
financial information at an appropriate rate selected by the Ultimate Parent, acting
reasonably.


 


18.5        Pro Forma Calculations


 


For the purposes of testing compliance with the financial covenants set
out in Clause 18.2 (Ratios), the
calculation of such ratios shall be made on a pro forma basis giving effect to
all material acquisitions and disposals made by the Bank Group during the
relevant period of calculation based on historical financial results of the
items being acquired or disposed of.


 


19.                               POSITIVE
UNDERTAKINGS


 


19.1        Application of Initial Loans


 


The Borrower shall ensure that the proceeds of each Initial Loan made
under this Agreement are applied exclusively for the purposes specified in
Clause 2.2 (Purpose).


 


19.2        Financial Assistance and Fraudulent
Conveyance


 


Each Obligor shall (and the Ultimate Parent shall procure that each
member of the Bridge Group and each member of the Bank Group shall) ensure that
its execution of the Finance Documents to which it is a party and the
performance of its obligations thereunder does not contravene any applicable
local laws and regulations concerning fraudulent conveyance, financial
assistance by a company for the acquisition of or subscription for its own
shares or the shares of its parent or any other company or concerning the
protection of shareholders’ capital.


 


87

















 


19.3        Necessary Authorisations


 


Each Obligor shall (and the Ultimate Parent shall procure that each
member of the Bridge Group and each member of the Bank Group shall):


 


(a)                                  obtain, comply with and do all that is
necessary to maintain in full force and effect all Necessary Authorisations,
except where a failure to do so could not reasonably be expected to have a
Material Adverse Effect; and


 


(b)                                  promptly upon request of the Facility Agent,
supply certified copies to the Facility Agent of any such Necessary
Authorisations so requested.


 


19.4        Compliance with Applicable Laws


 


Each Obligor shall (and the Ultimate Parent shall procure that each
member of the Bridge Group and each member of the Bank Group shall) comply with
all applicable laws to which it is subject in respect of the conduct of its
business and the ownership of its assets (including, without limitation, all
Statutory Requirements), in each case, where a failure so to comply could
reasonably be expected to have a Material Adverse Effect.


 


19.5        Insurance


 


(a)                                  Each Obligor shall (and the Ultimate Parent
shall procure that each member of the Bridge Group and each member of the Bank
Group shall) effect and maintain insurances on and in relation to its business
and assets against such risks and to such extent as is necessary or usual for
prudent companies carrying on a business such as that carried on by such
Obligor, member of the Bridge Group or member of the Bank Group with either a
Captive Insurance Company or a reputable underwriter or insurance company
except to the extent disclosed in the Group’s public disclosure documents or to
the extent that the failure to so insure could not reasonably be expected to
have a Material Adverse Effect.


 


(b)                                  The Ultimate Parent shall (upon the
reasonable request of the Facility Agent) supply (or procure that the Company
supplies) the Facility Agent with copies of all such insurance policies or
certificates of insurance in respect thereof or (in the absence of the same)
such other evidence of the existence of such policies as may be reasonably
acceptable to the Facility Agent.


 


19.6        Intellectual Property


 


Each Obligor shall (and the Ultimate Parent shall procure that each
member of the Bridge Group and each member of the Bank Group shall):


 


(a)                                  take all necessary action to safeguard and
maintain its rights, present and future, in or relating to all Intellectual
Property Rights owned, used or exploited by it and which are material to the
Group Business (including, without limitation, paying all applicable renewal
fees, licence fees and other outgoings) save where a failure to do so could not
reasonably be expected to have a Material Adverse Effect; and


 


(b)                                  notify the Facility Agent promptly of any
infringement or suspected infringement or any challenge to the validity of any
of the present or future Intellectual Property Rights owned, used or exploited
by it and which are material to the Group Business which may come to its notice
and it will supply the Facility Agent with all information in its possession
relating thereto if the same


 


88

















 


could
reasonably be expected to have a Material Adverse Effect and take all necessary
steps (including, without limitation, the institution of legal proceedings) to
prevent third parties infringing such Intellectual Property Rights to the
extent that failure to do so could reasonably be expected to have a Material
Adverse Effect.


 


19.7        Ranking of Claims


 


Subject to the Reservations, each Obligor shall ensure that at all times
the claims of the Finance Parties against it under the Finance Documents to
which it is a party rank at least pari passu
with the claims of all its unsecured, unsubordinated creditors save those whose
claims are preferred by any bankruptcy, insolvency, liquidation or similar laws
of general application.


 


19.8        Pay Taxes


 


Each Obligor shall procure and the Ultimate Parent shall procure that
each member of the Bridge Group and each member of the Bank Group shall ensure
that, at all times, there are no material claims or liabilities which are
asserted against it in respect of tax, save to the extent the relevant Obligor
or, in the case of any other member of the Bridge Group or any member of the
Bank Group, the Ultimate Parent (as the case may be) can demonstrate that the
same are being contested in good faith on the basis of appropriate professional
advice and that proper reserves have been established therefor to the extent
required by applicable generally accepted accounting principles.


 


19.9        Hedging


 


The Ultimate Parent shall procure that the Company or the Parent shall):


 


(a)                                  enter into and maintain hedging arrangements
with Hedge Counterparties, by way of interest rate swap transaction, basis
swap, forward rate transaction, interest rate option, foreign exchange
transaction, cap transaction, floor transaction, collar transaction, currency
swap transaction, cross-currency rate swap transaction, currency option or any
similar derivative transaction, or any combination of the foregoing, for the
purpose of limiting the Bank Group’s exposure to adverse movements in interest
rates or foreign exchange in relation to the Senior Facilities and the Bridge
Group’s and Bank Group’s exposure to adverse movements in interest rates or
foreign exchange in relation to the Facilities and the NTL High Yield Notes (if
applicable), as follows:


 


(i)                                    interest rate hedging (or fixed rate debt,
for which purposes, outstanding advances under the Facilities shall be deemed
to constitute fixed rate debt prior to the issuance of Exchange Notes or the
issuance of the NTL High Yield Notes) required to ensure that interest is
payable at fixed rates on not less than 66 2/3% of the combined aggregate
principal amount outstanding as at the Merger Closing Date, under the Senior
Facilities and the Facilities (or, if applicable, the NTL High Yield Notes),
for a period of not less than 3 years from the Merger Closing Date (provided
that for this purpose the principal amount of any fixed rate Existing High
Yield Notes and any fixed rate NTL High Yield Notes shall be included in the
calculation of such minimum hedging requirement); and


 


(ii)                                currency rate hedging in respect of 100% of
the aggregate principal amount of the Senior Facilities which are denominated
in euros or Dollars (if applicable) for a period of not less than 3 years from
the Merger Closing Date;


 


89

















 


(iii)                            currency rate hedging in respect of 100% of
interest payable in euros and Dollars under the Senior Facilities (if
applicable), for a period of not less than 3 years from the Merger Closing
Date;


 


(iv)                               currency rate hedging in respect of 100% of
the coupon payable in euros and Dollars under the NTL High Yield Notes (if
applicable), for a period up to the applicable first call date in respect of
such NTL High Yield Notes,


 


in each case within 6 months
of the Merger Closing Date other than:


 


(1)                                 in the case of the hedging arrangements
required to be entered into under sub-paragraph (a)(i) above, those
hedging arrangements relating to the A1 Facility and the B1 Facility, which
shall be required to be implemented within 6 months of the Baseball Effective
Date; and


 


(2)                                 in the case of the hedging arrangements
required to be entered into under sub-paragraph (a)(iv) above, those
hedging arrangements relating to the NTL High Yield Notes, which shall be
required to be implemented within 6 months of the date of issuance of such NTL
High Yield Notes.


 


(b)                                  within 6 months of the date of any High Yield
Refinancing, enter into and maintain hedging arrangements with Hedge
Counterparties for the purpose of limiting the Bank Group’s exposure to adverse
movements in interest rates or foreign exchange in relation to such High Yield
Refinancing for the relevant remaining period specified in the Existing NTL
Senior Credit Facilities Agreement to the extent that the Company would have
been obliged to enter into hedging arrangements in respect of such High Yield
Refinancing thereunder (in the case of a refinancing of Existing High Yield
Notes) or for the relevant periods specified in sub-paragraphs (a)(i) and
(a)(iv) above (in the case of a refinancing of NTL High Yield Notes);


 


(c)                                  ensure that the hedging arrangements required
pursuant to this Clause 19.9 are Existing Hedging Agreements or are entered
into in the form of Acceptable Hedging Agreements; and


 


(d)                                  as soon as reasonably practicable following
request by the Facility Agent provide the Facility Agent with certified true
copies of each such Hedging Agreement entered into,


 


provided that the Ultimate Parent shall not be in breach of this Clause
19.9 if the Company or the Parent fails to enter into the hedging arrangements
required under paragraphs (a) and (b) by the relevant times specified
in paragraphs (a) and (b) if during the time between the date of this
Agreement and the date on which such hedging arrangements are required to be
implemented:


 


(i)                                    none of the Senior Facilities
Lenders or their Affiliates is willing to enter into Hedging Agreements to
effect the hedging arrangements required by paragraphs (a) or (b), as the
case may be; or


 


(ii)                                where a Senior Facilities Lender
or its Affiliate is willing to enter into such hedging arrangements, the terms
of such hedging arrangements are, in the reasonable opinion of the Facility
Agent and the Mandated Lead Arrangers and having regard to the creditworthiness
of the Company and current market conditions, considered to be unreasonable, or
where in the opinion of the Facility Agent and the Mandated Lead Arrangers,
acting reasonably, such hedging arrangements would cause material adverse
tax-related implications for any member of the Group.


 


90

















 


19.10      Pension Plans


 


(a)                                  The Ultimate Parent shall use reasonable
endeavours to ensure that all pension plans maintained and operated by it, any
member of the Bridge Group or any member of the Bank Group, generally for the
benefit of employees of any member of the Bridge Group or member of the Bank
Group are maintained and operated and have been valued by an actuary appointed
by the Ultimate Parent or the Company in accordance with all applicable laws
from time to time and that the employer contributions are assessed and paid in
all material respects in accordance with the governing provisions of such
schemes and all laws applicable thereto, in each case, save to the extent that
any failure to do so could not reasonably be expected to have a Material
Adverse Effect.


 


Without prejudice to the generality of Clause 19.10(a):


 


(b)                                  The Ultimate Parent shall ensure that, except
for the NTL Pension Plan, the NTL 1999 Pension Scheme, Cablevision Pension
Scheme and Workplace Technology Pension schemes (the “UK DB Schemes”), each UK Pension Scheme is, or has at any
time been, a money purchase scheme as defined in s181 of the Pension Schemes
Act 1993) and no member of the Group is, for the purposes of either s38 or s43
of the Pensions Act 2004, connected with or an associate of any employer of an
occupational pension scheme which is not a money purchase scheme.


 


(c)                                  Each Participating Employer shall ensure
that, in relation to each UK Pension Scheme, no circumstance or event occurs
and no action or omission is taken which has or is reasonably likely to have a
Material Adverse Effect (including, without limitation, any Participating Employer
ceasing to employ any member of such a pension scheme or, in the case of any UK
DB Scheme, the issue of a Financial Support Direction or Contribution Notice to
any member of the Group).


 


(d)                                  The Ultimate Parent shall promptly notify (or
procure that the Company promptly notifies) the Facility Agent of any change in
the rate of contributions to any UK DB Schemes, paid or recommended to be paid
(whether by the scheme actuary or otherwise) or required by law or otherwise
which might reasonably be expected to have a Material Adverse Effect.


 


(e)                                  Each Obligor shall immediately notify the
Facility Agent of any investigation or proposed investigation by the Pensions
Regulator which it has been informed may lead to the issue of a Financial
Support Direction or a Contribution Notice to it, any member of the Bridge
Group or any member of the Bank Group.


 


(f)                                    Each Obligor shall immediately notify the
Facility Agent if it receives a Financial Support Direction or a Contribution
Notice from the Pensions Regulator.


 


19.11      Environmental Matters


 


(a)                                  Each Obligor shall (and the Ultimate Parent
shall procure that each member of the Bridge Group and each member of the Bank
Group shall):


 


(i)                                    comply with all Environmental Laws to which
it is subject;


 


(ii)                                obtain all Environmental Licences required or
desirable in connection with the business it carries on; and


 


(iii)                            comply with the terms of all such
Environmental Licences,


 


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in each case where failure to do so could reasonably be expected to have
a Material Adverse Effect.


 


(b)                                  Each Obligor shall (and the Ultimate Parent
shall procure that each member of the Bridge Group and each member of the Bank
Group shall) promptly notify the Facility Agent of any Environmental Claim (to
the best of such Obligor’s, such member of the Bridge Group’s or member of the
Bank Group’s knowledge and belief) pending or threatened against it which, if
substantiated, could reasonably be expected to have a Material Adverse Effect.


 


(c)                                  No Obligor shall (and the Ultimate Parent
shall procure that no member of the Bridge Group or member of the Bank Group
shall) permit or allow to occur any discharge, release, leak, migration or
other escape of any Hazardous Substance into the Environment on, under or from
any property owned, leased, occupied or controlled by it, where such discharge,
release, leak, migration or escape could reasonably be expected to have a
Material Adverse Effect.


 


19.12      Further Assurance


 


(a)                                  Each Obligor shall (and the Ultimate Parent
shall procure that each member of the Bridge Group and each member of the Bank
Group shall) at its own expense, promptly take all such reasonable action as
the Facility Agent or the Security Trustee may require for the purpose of
complying with the provisions of paragraph (b) and for the registration or
filing of any Security Documents delivered pursuant thereto with all
appropriate authorities to the extent necessary for the purposes of perfecting
the Security created thereunder.


 


(b)                                  The Ultimate Parent shall:


 


(i)                                    within 3 Business Days of the completion of
Step 7 set out in the page headed “Post-Combination
Restructuring — First Alternative (Structure 1)” of the Steps Paper,
procure that:


 


 (x)                               New Intermediate Holdco accedes to this
Agreement as an Acceding Guarantor and provides all necessary documentation in
connection with such accession in accordance with the provisions of Clause 21.1
(Acceding Guarantors); and


 


(y)                                  New Intermediate Holdco pledges in favour of
the Security Trustee for the benefit of the Finance Parties all of the equity
interests of it holds in each of NTL and DRC (either by acceding to the Initial
Security Document as an Additional Pledgor or pursuant to a pledge agreement in
substantially the same form as the Initial Security Document).


 


(ii)                                within 3 Business Days of the merger of CCFC
and NTL, as described in Step 5 set out in the page headed “Post-Combination Restructuring — First Alternative (Structure 1)”
of the Steps Paper, procure that:


 


(x)                                  DRC accedes to this Agreement as an Acceding
Guarantor and provides all necessary documentation in connection with such
accession in accordance with the provisions of Clause 21.1 (Acceding Guarantors);


 


(y)                                  NTL pledges in favour of the Security Trustee
for the benefit of the Finance Parties all of the equity interests of DRC
(either by acceding to the Initial Security Document as an Additional Grantor
or pursuant to a pledge agreement in substantially the same form as the Initial
Security Document); and


 


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(z)                                  DRC pledges in favour of the Security Trustee
for the benefit of the Finance Parties all of the shares of NTL Communications
Limited (a company incorporated in England and Wales under registered number
3521915 and having its registered office at NTL House, Bartley Wood Business
Park, Hook, Hampshire RG27 9UP) pursuant to a pledge agreement in form and
substance reasonably satisfactory to the Facility Agent and the Security
Trustee and delivers to the Security Trustee all share certificates, transfers,
stock transfer forms or equivalent documents executed in blank by DRC in
relation to such Security Document and any other document of title to be
provided under such Security Document.


 


(c)                                  In relation to any provision of this
Agreement which requires the Obligors or any member of the Bank Group to
deliver a Security Document for the purposes of granting any guarantee or
Security for the benefit of the Finance Parties, the Security Trustee agrees to
execute as soon as reasonably practicable, any such guarantee or Security
Document which is presented to it for execution.


 


(d)                                  At any time after an Event of Default has
occurred and whilst such Event of Default is continuing, each Obligor shall, at
its own expense, take any and all action as the Security Trustee may deem
necessary for the purposes of perfecting or otherwise protecting the Lenders’
interests in the Security constituted by the Security Documents.


 


19.13      Centre of Main Interests


 


No Obligor incorporated or otherwise existing under the laws of England &
Wales shall (and the Ultimate Parent shall procure that no other member of the
Bank Group incorporated or otherwise existing under the laws of England &
Wales shall), without the prior written consent of an Instructing Group, cause
or allow its Centre of Main Interests to change to a country other than
England.


 


19.14      Group Structure Chart


 


If there is a material change or inaccuracy in the corporate structure
of the Bank Group or the Bridge Group from that set out in the Group Structure
Chart most recently delivered to the Facility Agent, including upon
consummation of the Merger, the Ultimate Parent shall deliver or procure that
there is delivered to the Facility Agent, as soon as practicable upon becoming
available, an updated Group Structure Chart containing information sufficient
to evidence the matters set out in paragraphs (a) to (e) of Clause
16.19 (Structure) and showing
such material change or correcting such inaccuracy.


 


19.15      Contributions to the Bank Group


 


The Ultimate Parent shall procure that any monies which are at any time
contributed by any member of the Group to any member of the Bank Group shall be
contributed by way of Subordinated Funding, by way of an investment through
capital contribution or a subscription or issuance of securities or convertible
unsecured loan stock in the relevant member of the Bank Group.


 


19.16      “Know your client” checks


 


(a)                                  Each Obligor shall promptly upon the request
of the Facility Agent or any Lender and each Lender shall promptly upon the request
of the Facility Agent supply, or procure the supply of, such documentation and
other evidence as is reasonably requested by the Facility Agent (for itself or
on behalf of any Lender) or any Lender (for itself or on behalf of any
prospective Transferee in


 


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order
for the Facility Agent, such Lender or any prospective Transferee to carry out
and be satisfied with the results of all necessary “know your client” or other
applicable anti-money laundering checks in relation to the identity of any
person that it is required to carry out in relation to the transactions
contemplated in the Finance Documents.


 


(b)                                  The Ultimate Parent shall, by not less than 3
Business Days written notice to the Facility Agent, notify the Facility Agent
(which shall promptly notify the Lenders) of its intention to request that one
of its wholly-owned Subsidiaries becomes an Acceding Guarantor pursuant to
Clause 21 (Acceding Group Companies).


 


(c)                                  Following the giving of any notice pursuant
to paragraph (b) above, the Ultimate Parent shall promptly upon the
request of the Facility Agent or any Lender supply, or procure the supply of,
such documentation and other evidence as is reasonably requested by the
Facility Agent (for itself or on behalf of any Lender) or any Lender (for
itself or on behalf of any prospective Transferee to carry out and be satisfied
with the results of all necessary “know your client” or other applicable
anti-money laundering checks in relation to the identity of any person that it
is required to carry out in relation to the accession of such Acceding
Guarantor to this Agreement.


 


19.17      Change in Auditors


 


The Obligors shall ensure that their auditors are (and in the case of
the Ultimate Parent, the Bridge Group’s and the Bank Group’s auditors are) any
one of the Permitted Auditors provided that in the event of any change in such
auditors (other than in connection with the Merger), the relevant Obligor (or
the Ultimate Parent, in the case of any change to the Bridge Group’s or the
Bank Group’s auditors) shall promptly notify the Facility Agent of such change.


 


19.18      Syndication


 


(a)                                  Each of the Obligors shall (and the Ultimate
Parent shall procure that each member of the Bridge Group and each member of
the Bank Group shall) co-operate with and assist the Mandated Lead Arrangers in
connection with the primary syndication of the Facilities in a manner
consistent with normal market practice including (but not limited to) by:


 


(i)                                    providing such financial and other information
relating to the Group as the Mandated Lead Arrangers, acting reasonably, may
deem necessary provided that no such information shall be required to be so
provided to the extent that the same would require a filing to be made by any
Obligor with the SEC as a result thereof;


 


(ii)                                in line with normal market practice,
assisting the Mandated Lead Arrangers in the preparation of any supplemental
materials to the Information Memoranda;


 


(iii)                            allow attendance by senior management of the
Ultimate Parent and the Company at one or more bank presentations or meeting
with potential lenders at such times and places as the Mandated Lead Arrangers
may agree with the Ultimate Parent and the Company; and


 


(iv)                               use reasonable efforts to ensure that the
syndication efforts benefit from the Group’s existing lending relationships,


 


provided that no Obligor shall be required to provide any information
where, having regard to the relevance of that information to the achievement of
a successful syndication, it would be unreasonable to do so.


 


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(b)                                  Without prejudice to the provisions of
paragraph (a), no Obligor shall be required to take any action or to deliver
any information that would conflict with any applicable Law to which it is
bound or other applicable regulation including the Takeover Code, US Federal
securities laws and the laws of Delaware, or to provide any disclosures that
would require a filing with the U.S. Securities and Exchange Commission, or
cause it or any of its Subsidiaries to breach any applicable confidentiality
undertaking to which it is bound or which might prejudice its entitlement to or
retention of legal privilege in any document. 
In the event that the Mandated Lead Arrangers request any information to
be disclosed or action to be taken which is subject to a confidentiality
undertaking, the Ultimate Parent or the relevant Obligor as the case may be,
shall use its reasonable endeavours 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.


 


19.19      Assets


 


Each Obligor shall (and the Ultimate Parent shall procure that each
member of the Bridge Group and each member of the Bank Group shall) maintain and
preserve all of its assets that are necessary in the conduct of its business as
it is conducted from time to time, in good working order and condition subject
to ordinary wear and tear where any failure to do so could be reasonably
expected to have a Material Adverse Effect.


 


19.20      ERISA


 


(a)                                  As soon as possible and, in any event, within
20 days after the Borrower or any Obligor knows or has reason to know of the
occurrence of any of the events specified in paragraph (b) of this Clause
19.20, the Borrower or such Obligor will deliver to the Facility Agent in
sufficient copies for each Lender a certificate of the chief financial officer
of the Borrower or such Obligor setting out full details as to such occurrence
and the action, if any, that the relevant member of the Group or ERISA
Affiliate is required or proposes to take, together with any notices required
or proposed to be given or filed by such member of the Group, the Plan
administrator or such ERISA Affiliate to or with any government agency, or a Plan
participant and any notices received by such member of the Group or ERISA
Affiliate from any government agency, or a Plan participant with respect to it.


 


(b)                                  the events referred to in paragraph (a) of
this Clause 19.20 are:


 


(i)                                    any contribution required to be made with
respect to a Plan or Foreign Pension Plan is not made before or within 30 days
following the time limit therefor;


 


(ii)                                any member of the Group or any ERISA
Affiliate incurs or is reasonably expected to incur any material liability with
respect to a Plan under section 4975 or 4980 of the Code or section 409,
502(i) or 502(l) of ERISA or with respect to a group health plan (as
defined in section 607(1) of ERISA or section 4980B(g)(2) of
the Code) maintained by the Borrower or any member of the Group under section 4980B
of the Code; and


 


(iii)                            any member of the Group incurs or reasonably
expects to incur any material liability pursuant to any employee welfare
benefit plan (as defined in section 3(1) of ERISA) that provides
benefits to retired employees or other former employees (other than as required
by section 601 of ERISA).


 


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(c)                                  Subject to all applicable data protection
laws, the Ultimate Parent shall procure that each member of the Group will
deliver to the Facility Agent in sufficient copies for each of the Lenders:


 


(i)                                    a complete copy of the annual report (on
Internal Revenue Service Form 5500-series (including, to the extent
required, the related financial and actuarial statements and opinions and other
supporting statements, certifications, schedules and information)) of each Plan
required to be filed with the Internal Revenue Service and/or the Department of
Labor;


 


(ii)                                copies of annual reports and any records,
documents or other information required to be furnished by such member of the
Group or any ERISA Affiliate with respect to any Plan to any government agency;
and


 


(iii)                            any material notices received by a member of
the Group or any ERISA Affiliate with respect to any Plan or Foreign Pension
Plan, in the case of each of (i), (ii), and (iii), no later than 30 days (or 10
days in the case of this paragraph (iii)) after the date such annual report has
been filed with the Internal Revenue Service and/or the Department of Labor or
such records, documents and/or information has been furnished to any other
government agency or such notice has been received by such member of the Group
or ERISA Affiliate, as applicable.


 


(iv)                               The Ultimate Parent shall procure that each
member of the Group shall ensure that all Foreign Pension Plans administered by
them or into which they make payments, obtain or retain (as applicable)
registered status under and as required by applicable law and are administered
in a timely manner in all respects in compliance with all applicable laws, in
the case of each of the foregoing, except where the failure to do any of the
foregoing will not have a Material Adverse Effect.


 


19.21      Steps Paper


 


The Ultimate Parent shall (and it shall
procure that each member of the Group shall, as applicable) implement each of
the steps required for the consummation of the Merger and reorganisation of the
Group in accordance with the Steps Paper and in particular, without limitation
to the foregoing provision:


 


(a)                                  on
the Merger Closing Date, to implement each of Steps 1 and 2 set out in the page headed
“Combination of NTL and Telewest” of the
Steps Paper culminating in the structure set out on the page headed “Interim Structure After Step 2” and thereafter;


 


(i)                                    if
the Structure Notice is delivered prior to the Merger Closing Date, immediately
after the action taken pursuant to paragraph (a) above, to implement each
of the Steps 3 to 10 set out on the pages headed “Post-Combination
Restructuring - Second Alternative (Structure 2)”, culminating in
the structure set out on the page headed “Second
Alternative (Structure 2) — Final Structure”; or


 


(ii)                                if
NTL receives a negative IRS Ruling prior to the Merger Closing Date,
immediately after the action taken pursuant to paragraph (a) above, to
implement each of the Steps 3 to 8 (including, at the Ultimate Parent’s option,
the alternative Step 6x described therein) 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 (assumes Step 6)” or the structure
set


 


96

















 


out on the page headed “Post-Combination
Restructuring – Alternative Step 6x (Structure 1)”;


 


in each case,
such that all of those steps are completed on the Merger Closing Date;


 


(b)                                  if
NTL 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 NTL and Telewest” 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:


 


(i)                                    if
a negative IRS Ruling is obtained prior to the Structuring Completion Date, to
implement each of Steps 3 to 8 (including, at the Ultimate Parent’s option, the
alternative Step 6x described therein) 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 (assumes Step 6)” or the structure
set out on the page headed “Post-Combination
Restructuring – Alternative Step 6x (Structure 1)”, 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;


 


(ii)                                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:


 


(1)                     to deliver a Structure Notice and thereafter to
implement each of Steps 3 to 10 set out on the pages 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


 


(2)                     to implement each of Steps 3 to 8 (including, at the
Ultimate Parent’s option, the alternative Step 6x described therein) 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 (assumes Step 6)”
or the structure set out on the page headed “Post-Combination
Restructuring – Alternative Step 6x (Structure 1)”,
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


 


(iii)                            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 (including, at the Ultimate Parent’s option, the
alternative Step 6x described therein) 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
(assumes Step 6)” or the structure set out on the page headed “Post-Combination Restructuring – Alternative Step 6x (Structure 1)”,
such that all such steps are completed on the same Business Day and in any
event by no later than the Structuring Completion Date;


 


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(c)                                  if
the Baseball Effective Date occurs and Step V1 and V2 described below can be
implemented prior to the Structuring Completion Date, to implement each of the
Steps V1 and V2 on the page headed “Acquisition of Virgin
Mobile Pre-Restructuring”, culminating in the structure set out on
the page headed “After Virgin Mobile
Pre-Restructuring”, such that both of those steps are completed on
the same Business Day, on a date falling not more than 15 days after the
Baseball Effective Date;


 


(d)                                  if
the Baseball Effective Date occurs after the Structuring Completion Date (or
Steps V1 and V2 referred to above cannot be implemented before the Structuring
Completion Date) and the provisions of either sub-paragraphs (b)(i), (b)(ii)(2) or
(b)(iii) above have been implemented, to implement each of the Steps 0a
and 0b on the page headed “Structure 1  Acquisition of Virgin Mobile”, culminating in the structure
set out on the page headed “Structure 1 Post
Virgin Mobile Acquisition (assumes Step 6)”
or the structure set out on the page headed “Structure 1
Post  Virgin Mobile Acquisition (assumes Step 6x)”,
such that both of those steps are completed on the same Business Day, on a date
falling not more than 15 days after the Baseball Effective Date; or


 


(e)                                  if
the Baseball Effective Date occurs after the Structuring Completion Date (or
Steps V1 and V2 referred to above cannot be implemented before the Structuring
Completion Date) and the provision of sub-paragraph (b)(ii)(1) above has
been implemented, to implement each of the Steps 0a and 0b on the page headed
“Structure 2  Virgin
Mobile Acquisition”, culminating in the structure set out on the page headed
“Structure 2 Post-Virgin
Mobile Acquisition”, such that both of those steps are completed on
the same Business Day, on a date falling not more than 15 days after the
Baseball Effective Date,


 


in each case, with such amendments,
variations or modifications as the Ultimate Parent shall deem necessary,
provided that no such amendment, variation or modification could reasonably be
expected to be materially adverse to the interests of the Lenders.


 


19.22                 NTL High
Yield Notes.


 


(a)                                  The Borrower shall (and it shall procure that
each of its Subsidiaries shall) use its reasonable best efforts to issue and
sell the NTL High Yield Notes at a time and on terms to be determined by the
Borrower in consultation with the Mandated Lead Arrangers.


 


(b)                                  In connection with an offering of NTL High
Yield Notes, the Borrower shall (and it shall procure that each of its
Subsidiaries shall, as applicable):


 


(i)                                    prepare an offering memorandum and
registration statement and other materials relating to the NTL High Yield Notes
(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 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 NTL High Yield Notes)
and, in connection with any resale prospectus, which will specify whether any
holders of NTL High Yield Notes are selling NTL High Yield 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;


 


98

















 


(iii)                            prepare, participate in and complete the
appropriate ratings agency presentations;


 


(iv)                               to the extent reasonably requested by the
Mandated Lead Arrangers, list the NTL High Yield Notes on an stock exchange
chosen by the Borrower and acceptable to the Mandated Lead Arrangers;


 


(v)                                   prepare, participate in and complete a “road
show” and meetings with research analysts; and


 


(vi)                               enter
into an underwriting agreement with respect to the NTL High Yield Notes on
terms not less favorable to the Borrower than the equivalent provisions in the
Parent’s most recent underwriting agreement.


 


19.23                 Securities
Demand.


 


(a)                                  Upon notice by at least three of the
Bookrunners (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
(the Borrower to assist with such marketing efforts in accordance with
paragraph (b) below) customary for similar offerings (as determined by the
Bookrunners after consultation with the Borrower and in any event of a duration
of not less than 10 Business Days), issue and sell such aggregate principal
amount of Sterling, Dollar and/or euro denominated debt securities (such
denomination as determined in accordance with clauses (ii) and iv) below)
(the “Demand Securities”) as will
generate gross proceeds sufficient to refinance (in whole or in part, as
determined by the Bookrunners in their sole discretion) the Facilities, in each
case upon such terms and conditions as may be reasonably specified by the
Bookrunners 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 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 Bookrunners in consultation with the
Borrower;


 


(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 Bookrunners; provided, however, that,
without the Borrower’s consent, the total interest rate per annum payable on
such Demand Securities shall not exceed 12.5% in respect of Demand Securities
denominated in Sterling and 11.5% in respect of Demand Securities denominated
in euro or Dollars;


 


(iv)                               no more than £200,000,000 of the Demand
Securities shall be denominated in Sterling, unless the Bookrunners decide
otherwise; and


 


99

















 


(v)                                   all other arrangements with respect to such
Demand Securities shall be reasonably satisfactory in all respects to the
Bookrunners in light of then prevailing market conditions and the financial condition
and prospects of the Group at the date of sale of the Demand Securities.


 


(b)                                  Following the issuance of a Securities
Notice, the Borrower will assist the Bookrunners in connection with customary
marketing efforts for the sale of any such Demand Securities, including by
taking the actions set forth in paragraph (b) of Clause 19.22 (NTL High Yield Notes) (with references therein to “NTL High
Yield Notes” being deemed to be references to “Demand Securities”).


 


19.24                 Extended
Term Loan Documents.


 


(a)                                  The Borrower and the Facility Agent (both
acting reasonably) shall, as promptly as practicable following the date that is
9 months following the Utilisation Date and in any event prior to the Initial
Maturity Date, agree the form of a credit agreement to govern the Extended Term
Loans (the “Extended Term Loan Credit
Agreement”) having terms and conditions consistent with the Summary
Terms And Conditions Of Extended Term Loans.


 


(b)                                  Each Obligor, each Lender, the Facility Agent
and the Security Trustee shall, as promptly as practicable (following the
agreement upon the form thereof pursuant to paragraph (a) of this Clause
19.24) after being requested to do so by the Facility Agent or the Borrower
(through the Facility Agent) and in any event prior to the Initial Maturity
Date, enter into the Extended Term Loan Credit Agreement.  The Borrower shall cause counsel to the
Obligors to deliver to the Facility Agent on the date of entry into the
Extended Term Loan Credit Agreement an executed legal opinion with respect to
matters of New York law in form and substance customary for a transaction of
this type and satisfactory to the Facility Agent, acting reasonably (including,
without limitation, with respect to due authorization, execution and delivery,
validity and enforceability of the Extended Term Loan Credit Agreement).


 


(c)                                  The Borrower shall, at the request of the
Security Trustee, enter into such amendments to the Security Documents as are
reasonably necessary to enable the Extended Term Loans to be secured thereby
(and the Finance Parties to retain the benefits thereof) to the same extent as
contemplated in the Security Documents and the Summary Terms and Conditions of
Extended Term Loans.


 


(d)                                  If an Extended Term Loan Credit Agreement is
not entered into by the Initial Maturity Date, such circumstance (if not
attributable to the failure by the Facility Agent, the Security Agent or any
Lender to perform its obligations under paragraphs (a) or (b) of this
Clause 19.24) shall constitute an Event of Default under this Agreement.


 


19.25                 Exchange
Notes.


 


(a)                                  The Borrower and the Facility Agent (both
acting reasonably) shall, as promptly as practicable following the date that is
9 months following the Utilisation Date and in any event prior to the Initial
Maturity Date, agree the form of an indenture relating to the Exchange Notes
(the “Exchange Note Indenture”)
having terms and conditions consistent with the Description of Exchange Notes.


 


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(b)                                  The Borrower and each Guarantor shall, as
promptly as practicable (following the agreement upon the form thereof pursuant
to paragraph (a) of this Clause 19.25) after being requested to do so by
the Facility Agent and in any event prior to the Initial Maturity Date:


 


(i)                                    enter into the Exchange Note Indenture with a
trustee (the “Exchange Note Trustee”)
acceptable to the Borrower and the Facility Agent; and


 


(ii)                                cause counsel to the Obligors to deliver to
the Exchange Notes Trustee an executed legal opinion in form and substance
customary for a transaction of that type and satisfactory to the Facility Agent
and the Exchange Notes Trustee, each acting reasonably (including, without
limitation, with respect to due authorization, execution and delivery, validity
and enforceability of the Exchange Documents).


 


(c)                                  In
connection with any issuance of Exchange Notes, the Borrower will either
provide for the registration if such Exchange Notes for public sale or (if such
registration is not immediately available) enter into a registration rights
agreement in customary form (a “Registration
Rights Agreement”) providing for exchange registration rights and
shelf registration rights.


 


(d)                                  If an Exchange Note Indenture is not entered
into by the Initial Maturity Date, such circumstance (if not attributable to
the failure by the Facility Agent to perform its obligations under paragraph (a) of
this Clause 19.25) shall constitute an Event of Default under this Agreement.


 


20.                               NEGATIVE
UNDERTAKINGS


 


20.1                        Content
Transaction


 


(a)                                  Notwithstanding any other provisions
of this Agreement, no Content Transaction shall be restricted by (nor deemed to
constitute a utilization of any of the permitted exceptions to) any provision
of this Agreement, neither shall the implementation of any Content Transaction constitute
a breach of any provision of any Finance Document; provided that


 


(i)                                    the cash proceeds of any Content Transaction are
applied in accordance with Clause 8 (Mandatory Prepayment and
Cancellation);


 


(ii)                                after giving pro forma effect for such Content
Transaction, the Group and the Bank Group continue to be in compliance with
Clause 18.2 (Ratios); and


 


(iii)                            at the time of completion of such Content Transaction,
no Event of Default has occurred and is continuing and no Event of Default
would occur as a result of such Content Transaction.


 


(b)                                  Any Joint Venture established pursuant to a Content
Transaction shall thereafter not be subject to any restrictions under this
Agreement.


 


20.2        Negative Pledge


 


The Ultimate Parent shall procure that no Senior Facilities Obligor or
member of the Bank Group shall, without the prior written consent of an
Instructing Group, create or permit to subsist any Encumbrance over all or any
of its present or future revenues or assets other than an Encumbrance:


 


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(a)                                  which is an Existing Encumbrance set out in:


 


(i)                                    Part 1A of Schedule 10 (Existing Encumbrances) provided that such
Encumbrance is released within 10 Business Days of the Merger Closing Date; or


 


(ii)                                Part 1B of Schedule 10 (Existing Encumbrances) provided that the
principal amount secured thereby may not be increased unless any Encumbrance in
respect of such increased amount would be permitted under another paragraph of
this Clause 20.2;


 


(b)                                  which arises by operation of Law or by a
contract having a similar effect or under an escrow arrangement required by a
trading counterparty of any member of the Bank Group and in each case arising
or entered into the ordinary course of business of the relevant member of the Bank
Group;


 


(c)                                  which is created pursuant to any of the
Senior Facilities Finance Documents (including for the purposes of securing any
Alternative Baseball Financing);


 


(d)                                  arising from any Finance Leases, sale and
leaseback arrangements or Vendor Financing Arrangements permitted to be
incurred pursuant to Clause 20.4 (Financial
Indebtedness)


 


(e)                                  which
arises in respect of any right of set-off, netting arrangement, title transfer
or title retention arrangements which:


 


(i)                                    arises in the ordinary course of trading
and/or by operation of Law;


 


(ii)                                is entered into by any member of the Bank
Group in the normal course of its banking arrangements for the purpose of
netting debit and credit balances on bank accounts of members of the Bank Group
operated on a net balance basis;


 


(iii)                            arises in respect of netting or set off
arrangements contained in any Hedging Agreement or other contract permitted
under Clause 20.12 (Limitations on Hedging);


 


(iv)                               is entered into by any member of the Bank
Group on terms which are generally no worse than the counterparty’s standard or
usual terms and entered into in the ordinary course of business of the relevant
member of the Bank Group; or


 


(v)                                   which is a retention of title arrangement
with respect to customer premises equipment in favour of a supplier (or its
Affiliate); provided that the title is only retained to individual items of
customer premises equipment in respect of which the purchase price has not been
paid in full.


 


(f)                                    which
arises in respect of any judgment, award or order or any tax liability for
which an appeal or proceedings for review are being diligently pursued in good
faith, provided that the affected member of the Bank Group shall have or will
establish such reserves as may be required under applicable generally accepted
accounting principles in respect of such judgment, award, order or tax
liability;


 


(g)                                 over
or affecting any asset acquired by a member of the Bank Group after the date of
this Agreement and subject to which such asset is acquired, if:


 


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


 


(ii)                                the
Financial Indebtedness secured thereby is Financial Indebtedness of, or is assumed
by, the relevant acquiring member of the Bank Group, is Financial Indebtedness
which at all times falls within paragraph (g) or (k) of Clause 20.4 (Financial Indebtedness) and the amount of
Financial Indebtedness so secured is not increased at any time;


 


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


 


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


 


(ii)                                to
the extent not repaid by close of business on the date upon which such company
became a member of the Bank Group, the Financial Indebtedness secured by such
Encumbrance at all times falls within paragraph (g) or (k) of Clause 20.4
(Financial Indebtedness);


 


(i)                                    constituted
by a rent deposit deed entered into on arm’s length commercial terms and in the
ordinary course of business securing the obligations of a member of the Bank
Group in relation to property leased to a member of the Bank Group;


 


(j)                                    constituted
by an arrangement referred to in paragraph (d) of the definition of
Financial Indebtedness;


 


(k)                                which
is granted over the shares of, Indebtedness owed by or other interests held in,
or over the assets (including, without limitation, present or future revenues),
attributable to a Project Company, a Bank Group Excluded Subsidiary or a
Permitted Joint Venture;


 


(l)                                    over
cash deposited as security for the obligations of a member of the Bank Group in
respect of a performance bond, guarantee, standby letter of credit or similar
facility entered into in the ordinary course of business of the Bank Group;


 


(m)                              which
is created by any member of the Bank Group in substitution for any Existing
Encumbrance referred to in paragraph (a)(ii) above of this Clause 20.2,
provided that the principal amount secured thereby may not be increased unless
any Encumbrance in respect of such increased amount would be permitted under
another paragraph of this Clause 20.2;


 


(n)                                 securing
the Existing Baseball Facilities, provided that such Encumbrance is released
within 10 Business Days of the Baseball Effective Date; or


 


(o)                                  securing
Financial Indebtedness the principal amount of which (when aggregated with the
principal amount of any other Financial Indebtedness which has the benefit of
an Encumbrance other than as permitted pursuant to paragraphs (a) to (n)
above) does not exceed £300 million (or its equivalent in other currencies):


 


(i)                                    of
which up to £250 million (or its equivalent in other currencies) may be secured
on assets not subject to the Senior Facilities Security; and


 


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(ii)                                which
may be secured on a second ranking basis over assets subject to the Senior
Facilities Security, provided that such second ranking security shall be
granted on terms where the rights of the relevant mortgagee, chargee or other
beneficiary of such security in respect of any payment will be subordinated to
the rights of the Senior Facilities Finance Parties under the HYD Intercreditor
Agreement or any other intercreditor arrangement which is either:


 


(A)          on
terms satisfactory to the Senior Facility Agent (acting on the instructions of
an Senior Facilities Instructing Group); or


 


(B)           on
terms comparable to the Existing Telewest Second Lien Credit Facility Agreement
and related intercreditor agreement.


 


20.3                        Loans and
Guarantees


 


The Ultimate Parent shall procure that no Senior Facilities Obligor or
member of the Bank Group shall, without the prior written consent of an
Instructing Group, grant any loan or credit or give any guarantee in any such
case in respect of Financial Indebtedness, other than:


 


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


 


(b)                                  any
credit given by a member of the Bank Group to another member of the Bank Group
which arises by reason of cash-pooling, set-off or other cash management
arrangement of the Bank Group;


 


(c)                                  the
Existing Loans provided that the aggregate principal amount outstanding
thereunder may not be increased from that existing at the date of this
Agreement in reliance on this paragraph (c) (except with respect to
accrual or capitalisation of interest);


 


(d)                                  any
loans or credit granted:


 


(i)                                    by
a member of the Bank Group which is not a Senior Facilities Obligor to a Senior
Facilities Obligor by way of Subordinated Funding;


 


(ii)                                by
one Senior Facilities Obligor to another Senior Facilities Obligor;


 


(iii)                            by
a member of the Bank Group which is not a Senior Facilities Obligor to any
other member of the Bank Group which is not a Senior Facilities Obligor;


 


(iv)                               by
a member of the Bank Group to the relevant member of the Group for the purposes
of funding drawings available under the undrawn portion of any Existing UKTV
Group Loan Stock of up to £50 million in aggregate;


 


(v)                                   in
accordance with Clause 20.9 (Joint Ventures);
or


 


(vi)                               by
the US Senior Facilities Borrower pursuant to the Notes;


 


(e)                                  any
loans made by any member of the Bank Group to its employees either:


 


(i)                                    in
the ordinary course of its employees’ employment; or


 


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(ii)                                to
fund the exercise of share options or the purchase of capital stock by its
employees, directors, officers or consultants of the Group


 


provided that the aggregate principal amount of all such loans shall not
at any time exceed £10 million (or its equivalent in other currencies);


 


(f)                                    any
loan made by a member of the Bank Group pursuant to either an Asset Passthrough
or a Funding Passthrough;


 


(g)                                 any
loan made by a member of the Bank Group to a member of the Group, where the
proceeds of such loan are, or are to be (whether directly or indirectly) used:


 


(i)                                    to
make payments to the High Yield Trustee in respect of High Yield Trustee
Amounts (as such terms are defined in the HYD Intercreditor Agreement) in
respect of the Existing High Yield Notes;


 


(ii)                                to
make payments to the High Yield Trustee in respect of High Yield Trustee
Amounts (as such terms are defined in the HYD Intercreditor Agreement) in
respect of the NTL High Yield Notes;


 


(iii)                            to
make equivalent payments to those specified in paragraphs (i) and (ii) above
in respect of any High Yield Refinancings;


 


(iv)                               provided
that no Event of Default has occurred and is continuing or is likely to occur
as a result thereof to fund Permitted Payments; or


 


(v)                                   at
any time after the occurrence of an Event of Default, to fund Permitted
Payments to the extent not prohibited by the HYD Intercreditor Agreement, the
Group Intercreditor Agreement or any other applicable intercreditor agreement;


 


(h)                                 credit
granted by any member of the Bank Group to a member of the Group, where the
Indebtedness outstanding thereunder relates to Intra-Group Services provided that where such credit relates to
services falling within sub-paragraphs (c)(i) and (c)(iii) of the
definition of Intra-Group Services the settlement of any such credit estimated
by the Borrower to be owed by members of the Group which are not Senior
Facilities Obligors shall take place no later than the first Business Day
falling 60 days after the end of each Financial Quarter provided that any such
settlement may occur by way of set-off and further provided that any overpayment
or underpayment arising as a result of the settlement of all such credit may be
returned to the overpaying party or paid by the underpaying party (and any
credit or Financial Indebtedness arising as a result of such overpayment or
underpayment pending repayment to the overpaying party or payment by the
underpaying party is hereby permitted);


 


(i)                                    any
guarantee given in respect of membership interests in any company limited by
guarantee where the acquisition of such membership interest is permitted under Clause
20.13 (Acquisitions and Investments);


 


(j)                                    any
guarantee given by a member of the Bank Group in respect of or constituted by
any Financial Indebtedness permitted under Clause 20.4 (Financial Indebtedness) or Clause 20.10 (Transactions with Affiliates) or other
obligation not restricted by the terms of the Finance Documents, of another
member of the Bank Group;


 


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(k)                                any
guarantees arising under the Senior Facilities Finance Documents (including any
guarantees given in respect of an Alternative Baseball Financing);


 


(l)                                    any
customary title guarantee given in connection with the assignment of leases
where such assignment is permitted under Clause 20.6 (Disposals);


 


(m)                              any
guarantees or similar undertakings granted by any member of the Bank Group in
favour of the Inland Revenue in respect of any obligations of NTL (UK) Group, Inc.
in respect of UK tax in order to facilitate the winding up of NTL (UK) Group, Inc.
provided that the Facility Agent shall have first received confirmation from
the Borrower that based on discussions with the Inland Revenue and the Borrower’s
reasonable assumptions, the Borrower does not believe that the liability under
such guarantee will exceed £15 million (such confirmation to be supported by a
letter from the Borrower’s auditors for the time being, confirming that based
on the Borrower’s calculations of such tax liability the Borrower’s
confirmation is a reasonable assessment of such tax liability);


 


(n)                                 any
loan granted as a result of a Subscriber being allowed terms, in the ordinary
course of trade, whereby it does not have to pay for the services provided to
it for a period after the provision of such services;


 


(o)                                  any
loans or guarantees expressly contemplated under the Steps Paper;


 


(p)                                  a
loan made or a credit granted to a Joint Venture to the extent permitted under
paragraph (d) of Clause 20.9 (Joint
Ventures);


 


(q)                                  any
loans made under the terms of the Screenshop Intra-Group Loan Agreement;


 


(r)                                  the
BBC Guarantees; and


 


(s)                                  loans
made, credit granted or guarantees given by any member of the Bank Group not
falling within paragraphs (a) to (r) above, in an aggregate amount not
exceeding £75 million (or its equivalent in other currencies).


 


20.4                        Financial
Indebtedness


 


The Ultimate Parent shall procure that no Senior Facilities Obligor or
member of the Bank Group shall, without the prior written consent of an
Instructing Group incur, create or permit to subsist or have outstanding any
Financial Indebtedness or enter into any agreement or arrangement whereby it is
entitled to incur, create or permit to subsist any Financial Indebtedness other
than in either case:


 


(a)                                  Financial
Indebtedness arising under or pursuant to the Senior Facilities Finance
Documents (including in respect of any outstanding Documentary Credit and
arising in respect of any Alternative Baseball Financing);


 


(b)                                  Existing
Financial Indebtedness provided that the Existing Credit Facilities shall be
repaid in full immediately upon the making of the first Advance under (and as
defined in) the Senior Facilities Agreement;


 


(c)                                  Financial
Indebtedness arising in respect of the Existing High Yield Notes, the NTL High
Yield Notes or any High Yield Refinancing and any guarantee given by any member
of the Bank Group thereunder provided that such guarantee is given on a
subordinated unsecured basis and is subject


 


106

















 


to the terms of the HYD Intercreditor Agreement or given on
subordination terms consistent with those contained in the HYD Intercreditor
Agreement;


 


(d)                                  Financial
Indebtedness of any member of the Bank Group falling within, and permitted by
Clause 20.3 (Loans and Guarantees);


 


(e)                                  Financial
Indebtedness arising under any Hedging Agreements permitted under Clause 20.12
(Limitations on Hedging);


 


(f)                                    Financial
Indebtedness arising in relation to either an Asset Passthrough or a Funding
Passthrough;


 


(g)                                 Financial
Indebtedness of any company which became or becomes a member of the Bank Group
after the date of this Agreement, where such Financial Indebtedness arose prior
to the date on which such company became or becomes a member of the Bank Group;
if:


 


(i)                                    such
Financial Indebtedness was not created in contemplation of the acquisition of
such company;


 


(ii)                                the
aggregate principal amount of all of the Financial Indebtedness assumed in
reliance on this paragraph (g) either (1) does not exceed £75 million
(or its equivalent in other currencies) outstanding at any time or (2) to
the extent such Financial Indebtedness does exceed £75 million, an amount equal
to such excess is repaid promptly thereafter;


 


(h)                                 Financial
Indebtedness arising in respect of any guarantee given by the Company or TCN or
any other member of the Bank Group in respect of the relevant borrower’s obligations
under any Parent Debt (“Guaranteed Parent
Debt”), provided that:


 


(i)                                    the
proceeds of such Guaranteed Parent Debt are contributed into the Bank Group in
accordance with Clause 19.15 (Contributions
to the Bank Group) and applied towards the Group Business or in a
business whose primary operations are directly related to the Group Business;
and


 


(ii)                                any
such guarantee is given on a subordinated unsecured basis and is subject to the
terms of the HYD Intercreditor Agreement, the Group Intercreditor Agreement or
any other applicable intercreditor agreement in form satisfactory to an
Instructing Group;


 


(i)                                    Financial
Indebtedness which is expressly contemplated by the Steps Paper;


 


(j)                                    Financial
Indebtedness which constitutes Subordinated Funding, provided that each Senior
Facilities Obligor that is a debtor in respect of Subordinated Funding shall
(and the Borrower shall procure that each member of the Bank Group that is a
debtor in respect of Subordinated Funding shall) procure that the relevant creditor
of such Subordinated Funding, to the extent not already a party at the relevant
time, accedes to the Group Intercreditor Agreement or the HYD Intercreditor
Agreement, as appropriate, in such capacity, upon the granting of such
Subordinated Funding;


 


(k)                                Financial
Indebtedness arising under (i) Finance Leases or (ii) Vendor
Financing Arrangements, to the extent that such Finance Leases and/or Vendor
Financing Arrangements (x) comprise Existing Vendor Financing Arrangements or
any refinancing or rollover thereof or (y) comprise Finance Leases and/or
Vendor Financing Arrangements entered into after the Merger Closing


 


107

















 


Date, provided that in the case of clause (x) and (y) the aggregate
principal amount thereof does not at any time exceed £150 million plus the
principal amount of such Finance Leases and Vendor Financing Arrangements
outstanding on the Merger Closing Date; and provided further that, in each
case, the relevant lessor or provider of Vendor Financing Arrangements does not
have the benefit of any Encumbrance other than over the assets the subject of
such Vendor Financing Arrangements and/or Finance Leases;


 


(l)                                    Financial
Indebtedness relating to deferral of PAYE taxes with the agreement of the Inland
Revenue by any member of the Bank Group;


 


(m)                              Financial
Indebtedness arising in respect of Existing Performance Bonds or any
performance bond, guarantee, standby letter of credit or similar facility
entered into by any member of the Bank Group to the extent that cash is
deposited as security for the obligations of such member of the Bank Group
thereunder; and


 


(n)                                 Financial
Indebtedness not falling within paragraphs (a) to (m) of any members of
the Bank Group provided that the
aggregate amount of such Financial Indebtedness outstanding at any time when
taken together with the aggregate outstanding amount in respect of Finance
Leases and Vendor Financing Agreements entered into after the Merger Closing
Date, does not exceed £300 million (or its equivalent in other currencies)
(less any portion of the basket utilised under paragraph (k) above) and further
provided that in the case of any Financial Indebtedness constituted by an
overdraft facility which operates on a gross/net basis, only the net amount of such
facility shall count towards such aggregate amount.


 


20.5                        Dividends,
Distributions and Share Capital


 


The Ultimate Parent shall procure that no Senior Facilities Obligor or
member of the Bank Group shall:


 


(a)                                  declare,
make or pay any dividend (or interest on any unpaid dividend), charge, fee or
other distribution (whether in cash or in kind) on or in respect of any of its
shares;


 


(b)                                  redeem,
repurchase, defease, retire or repay any of its share capital, or resolve to do
so;


 


(c)                                  repay
or distribute any share premium account; or


 


(d)                                  repay
or otherwise discharge or purchase any amount of principal of (or capitalised
interest on) or pay any amount of interest in respect of Subordinated Funding,


 


other than:


 


(i)                                    to
the extent the share capital of such Senior Facilities Obligor is held by one
or more other Senior Facilities Obligors or to the extent the share capital of
any such member of the Bank Group which is not a Senior Facilities Obligor is
held by one or more other members of the Bank Group;


 


(ii)                                to
the extent discharged in consideration of a transfer of any non-cash asset the
disposal of which is not otherwise prohibited by this Agreement, by the waiver
of any payment where no cash consideration is given in respect of such waiver
or by way of conversion into any securities (including convertible unsecured
loan stock), (or vice versa), which do not involve any cash payments or by way
of capital contribution to the debtor in respect of such Subordinated Funding;


 


108

















 


(iii)                            to
the extent required for the purpose of making payments to:


 


(A) the indenture trustee for the Existing High
Yield Notes in respect of High Yield Trustee Amounts (as such term is defined
in the HYD Intercreditor Agreement);


 


(B) the indenture trustee for the NTL High
Yield Notes in respect of High Yield Trustee Amounts (as such term is defined
in the HYD Intercreditor Agreement); or


 


(C)  for the purpose of making payments in
respect of any similar amounts to the indenture trustee in respect of any High
Yield Refinancing;


 


(iv)                               provided
that no Event of Default has occurred and is continuing or is likely to occur
as a result thereof, to the extent required to fund Permitted Payments;


 


(v)                                   at
any time after the occurrence of an Event of Default, to the extent required to
fund Permitted Payments not otherwise prohibited by the HYD Intercreditor
Agreement and the Group Intercreditor Agreement; or


 


(vi)                               to
the extent such redemption, repurchase, defeasance, retirement or repayment is
in respect of a nominal amount.


 


The Lenders hereby consent to any transaction
or matter to the extent expressly permitted under paragraphs (i) and (vi) above.


 


20.6                        Disposals


 


The Ultimate Parent shall procure that no Senior Facilities Obligor or
member of the Bank Group shall, without the prior written consent of an
Instructing Group, either in a single transaction or in a series of related
transactions, sell, transfer, lease or otherwise dispose of any shares in any
of its Subsidiaries or all or any part of its revenues, assets, other shares,
business or undertakings other than in the ordinary course of business or
trading (which, for the avoidance of doubt, includes mast sharing arrangements)
and other than:


 


(a)                                  any
payment required to be made under the Senior Facilities Finance Documents
(including any payment required to be made under any Alternative Baseball
Financing);


 


(b)                                  the
disposal of obsolete or surplus assets no longer required for the efficient
operation of the Group Business, on arms’ length commercial terms;


 


(c)                                  disposals
of cash, the lending or repayment of cash or the disposal of Cash Equivalent
Investments or Marketable Securities, on arms’ length commercial terms where
the same is not otherwise restricted by the terms of the Finance Documents;


 


(d)                                  by
a Senior Facilities Obligor to another Senior Facilities Obligor, provided that if such assets are subject to
existing Senior Facilities Security they remain so or will be made subject to
Senior Facilities Security (in form and substance substantially similar to the
existing Senior Facilities Security or otherwise in such form and substance as
may reasonably be required by the Senior Facility Agent) within 10 Business
Days of such disposal;


 


(e)                                  disposals
by a member of the Bank Group which is not a Senior Facilities Obligor to
another member of the Group;


 


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(f)                                    disposals
of assets on arms’ length commercial terms where the cash proceeds of such
disposal are reinvested within 12 months of the date of the relevant disposal
in the purchase of replacement assets by a member of the Bank Group, provided
that where the relevant member of the Bank Group that has made the disposal is
a Senior Facilities Obligor, such replacement assets are either subject to
existing Senior Facilities Security Documents granted by the relevant member of
the Bank Group that has acquired the replacement assets, or will be made
subject to Senior Facilities Security by such member of the Bank Group (in form
and substance substantially similar to the existing Senior Facilities Security
or otherwise in such form and substance as may reasonably be required by the
Facility Agent) within 10 Business Days of the acquisition of such replacement
assets;


 


(g)                                 disposals
of any interest in real or heritable property by way of a lease or licence
granted by a member of the Bank Group to another member of the Bank Group;


 


(h)                                 disposals
of any assets pursuant to the implementation of an Asset Passthrough or of any
funds received pursuant to the implementation of a Funding Passthrough;


 


(i)                                    disposals
of any accounts receivable on arms’ length commercial terms pursuant to an
asset securitisation programme or one or more receivables factoring
transactions provided that:


 


(i)                                    such
disposal is conducted on a non-recourse basis;


 


(ii)                                the
aggregate principal amount of all such securitisations or factoring
transactions conducted in reliance on this paragraph (i) does not exceed
£300 million (or its equivalent in other currencies) at any time; and


 


(iii)                            in
the case of disposals arising pursuant to an asset securitisation programme
only, the proceeds of any such disposal are applied in accordance with Clause
8.5 (Repayment from Securitisations);


 


(j)                                    disposals
of any shares or other interests in any Project Company, Bank Group Excluded
Subsidiary or Joint Venture or the assignment of any Financial Indebtedness
owed to a member of the Bank Group by a Project Company, Bank Group Excluded
Subsidiary or Joint Venture;


 


(k)                                disposals
of assets, revenues or rights of any member of the Bank Group arising from an
amalgamation, consolidation or merger of a member of the Bank Group with any
other person which is permitted by Clause 20.8 (Mergers);


 


(l)                                    disposals
of accounts receivable which have remained due and owing from a third party for
a period of more than 90 days and in respect of which the relevant member of
the Bank Group has diligently pursued payment in the normal course of its
business and where such disposal is on non-recourse terms to such member of the
Bank Group;


 


(m)                              disposals
of assets subject to finance or capital leases pursuant to the exercise of an
option by the lessee under such finance or capital leases;


 


(n)                                 disposals
of assets in exchange for the receipt of assets of a similar or comparable value
where the assets received by any member of the Bank Group following such
exchange are located in the United Kingdom, Isle of Man, the Republic of
Ireland or the Channel Islands, provided that:


 


110

















 


(i)                                    to
the extent that the assets being disposed of are subject to existing Senior
Facilities Security, the assets received following such exchange will be
subject to the existing Senior Facilities Security Documents, or will be made
subject to Senior Facilities Security (in form and substance substantially
similar to the existing Senior Facilities Security or otherwise in such form
and substance as may reasonably be required by the Senior Facility Agent)
within 10 Business Days of such disposal; and


 


(ii)                                where
the aggregate net book value of all assets being exchanged in reliance on this
paragraph (n) exceeds £10 million (or its equivalent in other currencies) in
any Financial Quarter, there is delivered to the Facility Agent, within 30 days
from the end of such Financial Quarter of the Bank Group, a certificate signed
by two authorised officers of the Company (given without personal liability)
certifying that the assets received by such member of the Bank Group in
reliance on this paragraph (o) during such Financial Quarter (i) are of a
similar or comparable value to the assets disposed of by such member of the
Bank Group, and (ii) that such assets are located in United Kingdom, Isle
of Man, the Republic of Ireland or the Channel Islands;


 


(o)                                  disposals
constituting the surrender of tax losses by any member of the Bank Group:


 


(i)                                    to
any Non-Bank Group UK Taxpayer to the extent that the total amount of such Tax
Losses aggregated with all other Tax Losses surrendered in the same financial
year in reliance on this paragraph (o) does not exceed the Deductions Limit;
and


 


(ii)                                to
any other member of the Group other than a member of the Bank Group, where the
surrendering company receives fair market value for such tax losses from the
relevant recipient,


 


provided that no Tax Losses may
be surrendered under sub-paragraph (ii) above unless no later than 30 days
after the proposed surrender, there is delivered to the Facility Agent, a
certificate signed by two authorised signatories of the Company (given without
personal liability), giving brief details of the relevant transaction and
certifying:


 


(A)                               where the
fair market value to the recipient of any surrender of Tax Losses exceeds £15
million (or its equivalent in other currencies), the fair market value received
by the surrendering company in respect of such Tax Losses, as determined by the
Company, in its reasonable opinion, after taking account of advice from its
external tax advisers; and


 


(B)                               that,
taking into account the aggregate amount of Tax Losses surrendered by members
of the Bank Group (whether
in reliance on this paragraph (o) or otherwise) and assuming that the financial
performance of the Bank Group is in accordance with the projections set out in
the Agreed Business Plan), there is no reasonable expectation that any member
of the Bank Group will
become a tax payer prior to the Final Maturity Date in respect of the B1
Facility as a result of such surrender of Tax Losses;


 


(p)                                  disposals
of assets to and sharing assets with any person who is providing services the
provision of which have been or are to be outsourced to that person by any
member of the Bank Group provided that:


 


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(i)                                    the
assets being disposed of in reliance on this paragraph (p) shall be assets which
relate to the services which are the subject of such outsourcing;


 


(ii)                                the
projected cash cost to the Bank Group of such outsourcing shall be less than
the projected cash cost to the Bank Group of carrying out such outsourced
activities at the levels of service to be provided by the service provider
within the Bank Group;


 


(iii)                            the
economic benefits derived from any such outsourcing contract shall be received
by the Bank Group during the term of such contract;


 


(iv)                               the
aggregate fair market value of the assets disposed of shall not exceed 3.75% of
Bank Group Consolidated Revenues in any financial year; and


 


(v)                                   no
later than 30 days after the date of such outsourcing where the consideration
payable in respect of the assets subject to such disposal exceeds £10 million
(or its equivalent in other currencies), a duly authorised officer of the
Company shall have provided to the Facility Agent, a certificate (without
personal liability) verifying each of the matters set out in sub-paragraphs (i) to
(iii) above and certifying that as at the date of such certificate, the
aggregate fair market value of all assets disposed in reliance on this
paragraph (p) during such financial year, does not exceed the threshold
specified in sub-paragraph (iv) above;


 


(q)                                  disposals
of assets pursuant to sale and leaseback transactions not constituting
Financial Indebtedness where the aggregate fair market value of any assets
disposed of in reliance on this paragraph (q) does not, together with the
aggregate principal amount of all outstanding Financial Indebtedness incurred
under paragraph (k) of Clause 20.4 (Financial
Indebtedness) exceed £150 million (or its equivalent in other
currencies) in any financial year of the Company and any disposals of assets
pursuant to sale and leaseback transactions constituting Financial Indebtedness
to the extent such Financial Indebtedness is permitted under this Agreement;


 


(r)                                  disposals
of any Hedging Agreements no longer required for the purpose for which it was
originally entered into;


 


(s)                                  disposals
of non-core assets acquired in connection with a transaction permitted under
Clause 20.13 (Acquisitions and Investments);


 


(t)                                    any
disposal of all or part of “NTL – Business Segment” pursuant to a Business
Division Transaction;


 


(u)                                 any
disposals constituted by licences of intellectual property rights permitted by
Clause 19.6 (Intellectual Property);


 


(v)                                   any
disposal of assets made pursuant to the establishment of a Permitted Joint
Venture or any disposal of assets to a Permitted Joint Venture which is
permitted within the scope of the provisions contained in Clause 20.9 (Joint Ventures); and


 


(w)                                disposals
of assets not otherwise permitted under this Clause 20.6 provided that the
aggregate fair market value of the assets disposed of during any given
financial year in reliance on paragraphs (p) and (q) above and on this
paragraph (w) does not exceed in respect of any financial year of the Bank
Group, 12.5% of Bank Group
Consolidated Revenues for the preceding financial year of the Bank Group, calculated
by reference to the annual financial information for the Bank Group


 


112

















 


delivered in respect of the preceding financial year of the Bank Group
pursuant to paragraph (b)(ii) of Clause 17.1 (Financial Statements);


 


provided that in respect of any Disposal permitted under paragraphs (i),
(m), (o)(ii), (q) and (w) above:


 


(A)                               such disposal shall be on arm’s
length commercial terms (or in the case of paragraph (o)(ii) such
disposals are for fair market value from the perspective of the surrendering
company);


 


(B)                               at least 75% of the consideration
for such disposal shall be comprised of cash, Cash Equivalent Investments,
Marketable Securities or Additional Assets, provided that the aggregate amount
of consideration received by way of Marketable Securities shall not (valued as
at the relevant time of receipt of any Marketable Securities) at any time
exceed £50 million (or its equivalent in other currencies) and provided further
that any Cash Equivalent Investments, Marketable Securities and/or Additional
Assets acquired pursuant to any such disposal are monetized within 3 months of
the expiry of any lock-up arrangement entered into by the relevant member of
the Bank Group making such disposal with any third party (where such lock-up
arrangement has a term not exceeding 12 months); and


 


(C)                               in respect of any disposal the
fair market value of which exceeds £35 million (or its equivalent in other
currencies) no later than 30 days after the date of such disposal, there shall
have been delivered to the Facility Agent, a certificate signed by two
authorised officers of the Borrower providing brief details of the transaction
and certifying (in each case, to the extent applicable) (1) (other than in
respect of disposals under paragraph (o)(ii) above) such disposal shall be
on arm’s length commercial terms or (in the case of paragraph (o)(ii) such
disposals are for fair market value from the perspective of the surrendering
company), (2) that not less than 75% of the consideration for such
disposal shall be in cash, Cash Equivalent Investments, Marketable Securities
or Additional Assets, and (3) to the extent any of the consideration will
include Marketable Securities, the name, amount and other brief details of such
Marketable Securities.


 


20.7                        Change of
Business


 


The Ultimate Parent shall procure that no Senior Facilities Obligor or
member of the Bank Group
shall, without the prior written consent of an Instructing Group or save as
otherwise permitted by the terms of this Agreement make any change in the
nature of its business as carried on immediately prior to the date of this
Agreement, which would give rise to a substantial change in the business of the
Bank Group taken as a whole, provided that this Clause 20.7 shall not be
breached by a Senior Facilities Obligor or any member of the Bank Group making a disposal permitted by
Clause 20.6 (Disposals), an
acquisition or investment permitted by Clause 20.13 (Acquisitions and Investments) or entering into any joint
venture permitted by Clause 20.9 (Joint
Ventures).


 


20.8                        Mergers


 


The Ultimate Parent shall procure that no Senior Facilities Obligor or
member of the Bank Group
shall, without the prior written consent of an Instructing Group, amalgamate,
consolidate or merge with any other person unless:


 


(a)                                  such
amalgamation, consolidation or merger is between two Senior Facilities Obligors
or a Senior Facilities Obligor and another member of the Group where the Senior
Facilities Obligor will be the surviving entity;


 


(b)                                  such
amalgamation, consolidation or merger is between two members of the Bank Group
which are not Senior Facilities Obligors;


 


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(c)                                  such
amalgamation, consolidation, or merger constitutes an acquisition permitted
under Clause 20.13 (Acquisitions and
Investments);


 


(d)                                  any
member of the Bank Group liquidates or dissolves in either case on a solvent
basis and, with respect to Senior Facilities Obligors, on a basis that is in
accordance with the provisions of Clause 20.19 (Solvent Liquidation),


 


(e)                                  such
amalgamation, consolidation or merger is by a Senior Facilities Obligor (the “Original Entity”) into one or more entities
(each a “Merged Entity”), provided
that:


 


(i)                                    such
Merged Entity is a Senior Facilities Obligor and is liable for the obligations
of the relevant Original Entity under the Senior Facilities Agreement and the
Senior Facilities Security which remain unaffected thereby and entitled to the
benefit of all the rights of such Original Entity;


 


(ii)                                if
required by the Senior Facility Agent, such Merged Entity has entered into one
or more Senior Facilities Security Documents which provide security over the
same assets of at least an equivalent nature and ranking to the security
provided by the relevant Original Entity pursuant to any Senior Facilities
Security entered into by them and any possibility of the Security referred to
in this paragraph or paragraph (iii) below being challenged or set aside
is not greater than any such possibility in relation to the Senior Facilities
Security entered into by or in respect of the share capital of any relevant
Original Entity;


 


(iii)                            (if
all or any part of the share capital of the relevant Original Entity was
charged pursuant to one or more Senior Facilities Security Documents) the
equivalent part of the issued share capital of such Merged Entity is charged
pursuant to Senior Facilities Security on terms of at least an equivalent
nature and ranking as the Senior Facilities Security relating to the shares in
the relevant Original Entity; and


 


(iv)                               the
Facility Agent is satisfied (acting reasonably) that all the property and other
assets of the relevant Original Entity are vested in the Merged Entity and that
the Merged Entity has assumed all the rights and obligations of the relevant
Original Entity under all material Necessary Authorisations; and


 


(f)                                    transactions
that are expressly contemplated by the Steps Paper,


 


provided that in the case of paragraphs (a), (b), (c) and (e) only,
no later than 10 Business Days prior to the proposed amalgamation,
consolidation or merger a duly authorised officer of the Company shall have
delivered to the Facility Agent (in form and substance satisfactory to the
Facility Agent, acting reasonably) a certificate verifying compliance with the
relevant matters set out in such paragraph and to the extent deemed necessary,
the Facility Agent shall have received appropriate advice from counsel in any
relevant jurisdiction that such amalgamation, consolidation or merger (1) will
not result in the breach of any applicable law or regulation in any material
respect and (2) in the case of an amalgamation, consolidation or merger
involving a Senior Facilities Obligor, will not have a materially adverse
impact upon any of the obligations owed by such Senior Facilities Obligor to
the Senior Facilities Finance Parties or upon the Senior Facilities Security
granted by such Senior Facilities Obligor under any Senior Facilities Security
Document.


 


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20.9                        Joint Ventures


 


The Ultimate Parent shall procure that no Senior Facilities Obligor or
member of the Bank Group shall enter into, make any loans, distributions or
other payments to, give any guarantees for the Financial Indebtedness of, or
acquire any interest or otherwise invest in, any Joint Venture, other than:


 


(a)                                  an
acquisition of any interest in or any investment in any member of the UKTV
Group;


 


(b)                                  pursuant
to any loan or other funding arrangement in accordance with any Existing UKTV
Group Loan Stock (including the funding of any undrawn amount thereunder as at
the date hereof); or


 


(c)                                  the
acquisition of any interest in or any investment in, any Joint Venture
constituting a Business Division Transaction, provided that the Net Proceeds of
any such transaction shall be applied in prepayment of the Facilities or
retained within the Bank Group; or


 


(d)                                  any
other Joint Venture not contemplated by paragraphs (a) to (c) above,
which is engaged in a business substantially the same as or reasonably related
or complimentary to, that carried on by the Bank Group and in any financial
year, the aggregate of:


 


(i)                                    all
amounts invested or any interests acquired in any Joint Venture by members of
the Group; and


 


(ii)                                any
loans made or any guarantees given for Financial Indebtedness of any Joint
Venture,


 


does not exceed 3.25% of Bank Group Consolidated Revenues for the
preceding financial year, calculated by reference to the annual financial
information for the Bank Group delivered in respect of that preceding financial
year of the Bank Group pursuant to Clause 17.1 (Financial Statements), provided that any loans or
investments made by way of Asset Passthrough and any payments made in respect
of transactions conducted on an arm’s length basis or in the ordinary course of
trading with any Joint Venture, shall not be included in the calculation of
such amount.


 


20.10      Transactions with Affiliates


 


The Ultimate Parent shall procure that no Senior Facilities Obligor or
member of the Bank Group shall, without the prior written consent of an
Instructing Group, enter into any arrangement, contract or transaction with any
other member of the Group which is not a Senior Facilities Obligor, other than:


 


(a)                                  transactions expressly permitted by the
Finance Documents;


 


(b)                                  transactions between a member of the Bank
Group that is not a Senior Facilities Obligor with any other member of the Bank
Group that is not a Senior Facilities Obligor;


 


(c)                                  transactions in the ordinary course of
business and either on no worse than arm’s length terms or, where there is no
available market by which to assess whether such a transaction is on no worse
than arm’s length terms, on terms such that the transaction is financially fair
to the relevant Senior Facilities Obligor or, as the case may be, other member of
the Bank Group;


 


(d)                                  transactions with any member of the Group in
relation to management services conducted at not less than Cost on behalf of
such member of the Group;


 


(e)                                  tax sharing agreements or arrangements to
surrender tax losses and payments made pursuant thereto, to the extent such
transactions are not prohibited by this Agreement;


 


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(f)                                    transactions relating to the provision of
Intra-Group Services;


 


(g)                                 transactions to effect either an Asset Passthrough
or a Funding Passthrough;


 


(h)                                 transactions either on terms and conditions
(including, without limitation, as to any reasonable fees payable in connection
with such transactions) not substantially less favourable to the relevant
Senior Facilities Obligor or, as the case may be, other member of the Bank
Group than would be obtainable at such time in comparable arm’s length
transactions with an entity which is not an Affiliate or, where there is no
comparable arm’s length transaction by which to assess whether such a
transaction is on terms and conditions not substantially less favourable to the
relevant Senior Facilities Obligor or, as the case may be, other member of the
Bank Group, on such terms and conditions (including, without limitation, as to
any fees payable in connection with such transaction) that the transaction is
financially fair to the relevant Obligor or, as the case may be, other member
of the Bank Group;


 


(i)                                    any transaction to which one or more Senior
Facilities Obligors and one or more members of the Group who are not Senior
Facilities Obligors are party where the sole purpose of such transaction is for
such Senior Facilities Obligors and members of the Group to effect a
transaction with a person who is not a member of the Group;


 


(j)                                    insurance
arrangements entered into in the ordinary course of business with a Captive
Insurance Subsidiary;


 


(k)                                transactions relating to capital
contributions between members of the Group or the amendment of the terms of any
loans made by or any convertible unsecured loan stock or other securities
issued by any member of the Group to any other member of the Group (whether by
way of conversion of loans to convertible unsecured loan stock or vice versa or
otherwise) or the capitalisation of, or the waiver of or the repayment of,
loans made by or any convertible unsecured loan stock issued by any member of
the Group to any other member of the Group;


 


(l)                                    transactions relating to Excess Capacity
Network Services provided that the price payable by any member of the Group in
relation to such Excess Capacity Network Services is no less than the Cost
incurred by the relevant member of the Bank Group in providing such Excess
Capacity Network Services;


 


(m)                              transactions constituting Subordinated
Funding;


 


(n)                                 transactions constituting Permitted Payments;


 


(o)                                  any other transaction or arrangement
permitted under Clause 20.3 (Loans and
Guarantees), Clause 20.4 (Financial
Indebtedness), Clause 20.5 (Dividends,
Distributions and Share Capital), Clause 20.6 (Disposals), Clause 20.8 (Mergers), Clause 20.9 (Joint Ventures), or Clause 20.13 (Acquisitions and Investments).


 


20.11      Change in Financial Year


 


The Ultimate Parent shall procure that neither the Parent nor any Senior
Facilities Obligor shall, without the prior consent of the Facility Agent,
change the end of its financial year from 31 December.


 


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20.12      Limitations on Hedging


 


The Ultimate Parent shall procure that no Senior Facilities Obligor or
member of the Bank Group shall enter into any Hedging Agreement other than:


 


(a)                                  the Hedging Agreements listed in Part 6
of Schedule 10 (Existing Hedging
Agreements);


 


(b)                                  Hedging Agreements specifically required
under Clause 19.9 (Hedging); or


 


(c)                                  any Hedging Agreement in respect of spot or
forward foreign exchange transactions or currency swaps entered into in
connection with such member of the Bank Group’s business, which is not entered into for investment or
speculative purposes and, for the avoidance of doubt (subject to the provisions
of Clause 20.10 (Transactions with
Affiliates), any such Hedging Agreement may be entered into with
another member of the Group.


 


20.13      Acquisitions and Investments


 


The Ultimate Parent shall procure that no Senior Facilities Obligor or member
of the Bank Group shall purchase, subscribe for or otherwise acquire or invest
in any shares (or other securities or any interest in it) in, or incorporate,
any company or acquire (by subscription or otherwise) or invest in any business
or (save in the ordinary course of business) purchase or otherwise acquire any
other assets other than:


 


(a)                                  the purchase of or investment in Cash
Equivalent Investments or Marketable Securities (including without limitation
by way of consideration in respect of any disposal as contemplated in the
proviso to Clause 20.6 (Disposals)
and subject to the conditions set out therein);


 


(b)                                  the incorporation of a company or the
acquisition of an “off-the-shelf” company which is or becomes a member of the Bank Group;


 


(c)                                  any acquisition by any member of the Bank
Group in connection with a disposal permitted by the provisions of Clause 20.6
(Disposals) and any acquisition
or subscription by a member of the Bank Group of shares issued by a Subsidiary
of any Senior Facilities Borrower or a Subsidiary of NTL Communications Limited
which in any such case, is a member of the Bank Group which will, after the
acquisition of such shares become a wholly owned direct or indirect Subsidiary
of the Company or NTL Communications Limited as the case may be, provided that if the other shares of such Subsidiary are
subject to existing Senior Facilities Security, either (i) such newly
issued shares shall also be subject to Senior Facilities Security (in form and
substance substantially similar to any existing Senior Facilities Security or
otherwise in such form and substance as may be reasonably required by the
Senior Facility Agent) upon their issue or (ii) such shares shall be made
subject to Senior Facilities Security (in form and substance substantially
similar to any existing Senior Facilities Security or otherwise in such form
and substance as may be reasonably required by the Senior Facility Agent)
within 10 Business Days of their issue;


 


(d)                                  the acquisition of any shares in NTL South
Herts or the acquisition of any interests in the limited partners of South
Hertfordshire United Kingdom Fund, Ltd.;


 


(e)                                  any acquisition made by a member of the Bank
Group pursuant to the implementation of an Asset Passthrough or a Funding
Passthrough;


 


(f)                                    any acquisition expressly contemplated by the
Steps Paper;


 


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(g)                                 any acquisition by any member of the Bank
Group of any loan receivable, security or other asset by way of capital
contribution or in consideration of the issue of any securities or of
Subordinated Funding;


 


(h)                                 any acquisition of shares, assets, revenues
or rights arising from an amalgamation, consolidation or merger of a member of
the Bank Group with any other person which is permitted by Clause 20.8 (Mergers);


 


(i)                                    the acquisition of any leasehold interest in
any assets which are the subject of a sale and leaseback permitted by the
provisions of paragraph (q) of Clause 20.6 (Disposals);


 


(j)                                    any acquisition of or investment in any Joint
Venture permitted by Clause 20.9 (Joint
Ventures);


 


(k)                                any purchase or acquisition of assets or
revenues by a member of the Bank Group from a member of the Bank Group,
provided that the disposal of such assets or revenues by the relevant member of
the Bank Group is permitted under Clause 20.6 (Disposals);


 


(l)                                    arising
from the conversion of any company (the “Original
Company”) from one form of organisation into another form of
organisation provided that (i) if, prior to the time of such conversion,
the Security Trustee under the Senior Facilities Agreement has the benefit of
Senior Facilities Security over the shares of such Original Company or such
Original Company is a Senior Facilities Obligor, then the Ultimate Parent shall
ensure that the Security Trustee under the Senior Facilities is provided with
Senior Facilities Security over the equivalent ownership interests in, and
substantially all of the assets of, the converted organisation, of at least an
equivalent nature and ranking to the Senior Facilities Security previously
provided by the Original Company and (ii) the Security Trustee under the
Senior Facilities is satisfied that any possibility of the additional Senior
Facilities Security referred to in this paragraph being challenged or set aside
is not greater than any such possibility in relation to the Senior Facilities
Security entered into by or in respect of the share capital of the Original
Company;


 


(m)                              the
Baseball Acquisition;


 


(n)                                 the
Alternative Baseball Acquisition, provided that:


 


(i)                                    the total
cash payment for such acquisition (including the assumption of debt) does not
exceed £500 million;


 


(ii)                                at the time
of completion of such Alternative Baseball Acquisition, no Event of Default has
occurred or in continuing or would occur as a result of such acquisition; and


 


(iii)                            after
giving pro forma effect for such Alternative Baseball Transaction, the Bank
Group continue to be in compliance with Clause 18.2 (Ratios);


 


(o)                                  any acquisition (a “Permitted Acquisition”) of a person carrying on any business similar
and/or complementary to the Group (the “Acquiree”), provided
that in each case:


 


(i)                                    no Default is continuing on the closing date
for the Permitted Acquisition or would occur as a result of the Additional
Acquisition;


 


(ii)                                the aggregate consideration for the Permitted
Acquisition (including any assumed indebtedness, or other assumed actual or
contingent liability and any associated fees and 


 


118

















 


expenses)
(the “Total
Purchase Price”) is funded
entirely from (A) the proceeds of New Equity and (B) up to £200
million in aggregate of available cash within the Group or Financial
Indebtedness permitted by this Agreement.


 


(iii)                            the Acquiree has positive earnings before
tax, depreciation and amortisation calculated on the same basis as Consolidated
Operating Cashflow for the previous financial year ending on the last day of
the last financial quarter of the then current financial year of such company
or business for which financial statements are available;


 


(iv)                               in the case of the acquisition of all of the
issued share capital of the Acquiree, as soon as reasonably practicable, but in
any case within 90 days from the completion of the Permitted Acquisition, the
Acquiree (and the acquirer, as applicable) must, to the extent required by
Clause 24.12 of the Senior Facilities Agreement, accede as a Senior Facilities
Guarantor in accordance with the provisions of Clause 26.2 of the Senior
Facilities Agreement;


 


(v)                                   in the case of the acquisition of a business
or undertaking carried on as a going concern of the Acquiree, as soon as
reasonably practicable, but in any case within 90 days from the completion of
the Permitted Acquisition, the acquirer, to the extent that it is a Senior
Facilities Obligor, must give Senior Facilities Security over the assets
acquired by executing Senior Facilities Security Documents, in form and
substance satisfactory to the Senior Facility Agent and to the extent it
becomes a Material Subsidiary, it shall accede to the Senior Facilities Agreement
as a Senior Facilities Guarantor in accordance with the provision of Clause
26.2 of the Senior Facilities Agreement;


 


(vi)                               for any Permitted Acquisition the Total
Purchase Price of which is in excess of £100 million, the Ultimate Parent must
procure that the Company provides to the Facility Agent (to the extent
practicable not later than 5 Business Days prior to the proposed acquisition):


 


(A)                               copies of all due
diligence reports (if any) commissioned by the Company or any relevant member
of the Bank Group in respect of the proposed Permitted Acquisition;


 


(B)                               copies of all sale
and purchase documents relating to the proposed Permitted Acquisition, in each
case duly executed and delivered by all parties thereto, together with
confirmation that all material Authorisations for such acquisition have been
made, obtained and are in full force and effect;


 


(C)                               an updated Budget
amended to reflect the proposed Permitted Acquisition; and


 


(vii)                           the Ultimate Parent will procure
that the Company provides to the Facility Agent a certificate signed by the chief financial officer of the
Company showing in reasonable detail that:


 


(A)                               it would have remained in compliance with the
obligations under Clause 18 (Financial
Condition) if the covenants tested therein were recalculated for the
most recent Quarter Date for which quarterly financial information is
available, such recalculation to be made by reference to the financial
statements of the Acquiree consolidated with the financial statements of the Bank Group for such period on a pro
forma basis and as if the consideration for the proposed


 


119

















 


acquisition
had been paid at the start of that relevant testing period ending on that
Quarter Date and any borrowings incurred in connection with the acquisition or
since the last day of the relevant testing period had been incurred on the
first day of the relevant testing period and (to the extent agreed by the
Facility Agent, acting reasonably) to any reasonably identifiable cost savings
and other synergies which are reasonably expected to result from the Permitted
Acquisition; and


 


(B)                               it will be in compliance with the obligations
under Clause 18 (Financial Condition)
as at the end of the next Financial Quarter, such compliance to be demonstrated
on a pro forma basis by reference to the financial statements of the Acquiree,
consolidated with the financial statements of the Bank Group for such period
and (to the extent agreed by the Facility Agent, acting reasonably) to any reasonably
identifiable cost savings and other synergies which are reasonably expected to
result from the Permitted Acquisition; and


 


(p)                                  acquisitions not falling within paragraphs (a) to
(o) above provided that the aggregate consideration for the
acquisitions permitted by this paragraph (p) shall not exceed £300 million.


 


20.14      High Yield Notes


 


Save to the extent expressly permitted under the terms of the HYD
Intercreditor Agreement, without the consent of an Instructing Group, the
Ultimate Parent shall procure that:


 


(a)                                  with respect to NTL Cable only:


 


(i)                                    it will not transfer any of its rights or
obligations under the Existing High Yield Notes or agree any amendment to the
Existing High Yield Notes (i) relating to the increase in the amount of or
the bringing forward of the date of any payment of principal, interest, fees or
other amounts payable thereunder or (ii) changing the currencies in which
the Existing High Yield Notes are denominated as at the Merger Closing Date
(other than in the case where the United Kingdom becomes a Participating Member
State); or


 


(ii)                                in relation to any High Yield Refinancing
permitted under the terms of this Agreement, it will not change any of the
original terms under which such High Yield Refinancing was issued, where such
terms relate to the conditions of such High Yield Refinancing set out in the
definition thereof; or


 


(b)                                  with respect to the Company, it will not
agree any amendment to the guarantee granted by it in respect of obligations of
NTL Cable under the Existing High Yield Notes or any guarantee granted in
respect of the High Yield Refinancing and which is granted in accordance with
the terms of paragraph (c) of Clause 20.4 (Financial Indebtedness),


 


in each case, other than amendments of an administrative or technical
nature.


 


20.15      No Restrictions on Payments


 


The Ultimate Parent shall procure that no Senior Facilities Obligor or
member of the Bank Group shall enter into any agreement, transaction or other
arrangement which restricts or attempts to restrict such Obligor or other
member of the Bank Group from making any payments or other distributions in
cash to any other member of the Bank Group, if any such restriction affects the
ability of the Senior Facilities Obligors as a whole to comply with the payment
obligations under the Senior Facilities Finance


 


120

















 


Documents or is reasonably likely to result in the incurrence of
significant costs, or any significant increase in, any costs and expenses
payable by or any taxes owing by the Bank Group as a whole or is reasonably
likely to result in a significant increase in any taxes in any material amount
owing by the Bank Group as a whole, other than pursuant to or as contemplated
by the Finance Documents or the Senior Facilities Finance Documents.


 


20.16      Holdco Covenants


 


No Obligor shall (and the Ultimate Parent shall procure that no member
of the Bridge Group and none of the UK Holdcos shall) trade, carry on any
business, own any material assets or incur any material liabilities except for:


 


(a)                                  the carrying on business of and the provision
of administrative services to members of the Bridge Group or the Bank Group of
a type customarily provided by, a holding company to its Subsidiaries;


 


(b)                                  the ownership of shares in its Subsidiaries,
intergroup debit balances, intergroup credit balances and other credit
balances, in each case in bank accounts and cash, provided that:


 


(i)                                    any
shares held by a UK Holdco in, or any intergroup credit balances owed to a UK
Holdco by, a Senior Facilities Obligor shall be:


 


(A)          subject to Senior Facilities Security; and


 


(B)           to the extent applicable, subject to the
provisions of the HYD Intercreditor Agreement or the Group Intercreditor Agreement; and


 


(ii)                                any
shares held by a member of the Bridge Group in an Obligor shall be subject to Security; and


 


(iii)                            any
obligations in respect of intergroup credit balances owed to a member of the
Group by an Obligor shall be expressly subordinated for the benefit of the
Finance Parties to the prior payment in full of all sums payable by such
Obligor under each of the Finance Documents on terms satisfactory to the
Facility Agent, acting reasonably;


 


(c)                                  any rights and liabilities arising under the
Finance Documents, the Senior Facilities Finance Documents, the Existing High
Yield Notes, the NTL High Yield Notes, any High Yield Refinancing and the
Merger Documents.


 


(d)                                  having rights and liabilities under any
hedging arrangements which are entered into by it pursuant to clause 19.9 (Hedging) of this Agreement;


 


(e)                                  incurring liabilities for or in connection
with Taxes or arising by operation of law;


 


(f)                                    in respect of any service contracts for any
directors or employees of that member of the Bridge Group or that UK Holdco
entered into on arm’s length terms;


 


(g)                                 in respect of any Parent Debt permitted
pursuant to Clause 20.18 (Parent Debt);


 


(h)                                 in
respect of activities carried on as at the date of this Agreement by members of
the Bridge Group provided that such activities (A) are not carried on by
any Parent Entity, (B) do not give


 


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rise to any material liability that is recourse to any Parent Entity
and (C) are not material in the context of the Bridge Group taken as a
whole (and for the purposes of this sub-paragraph (i) ”Parent Entity”
means any member of the Bridge Group of which any Senior Facilities Obligor is
a direct or indirect Subsidiary);


 


(i)                                    in
respect of transactions that are expressly contemplated by the Steps Paper; and


 


(j)                                    in the case of the Borrower, in respect of
any revolving facility agreement entered into between the Borrower (as
borrower), Telewest UK Limited and subsidiaries of Telewest UK Limited, so long
as:


 


(i)                                    the
proceeds of any advances made under such revolving facility agreement are
applied solely by the Borrower in payment of obligations under the Finance
Documents; and


 


(ii)                                any
obligations of the Borrower under such revolving facility agreement are
expressly subordinated for the benefit of the Finance Parties to the prior payment
in full of all sums payable by the Obligors under each of the Finance Documents
on terms satisfactory to the Facility Agent, acting reasonably.


 


20.17      No Amendments


 


(a)                                  No Obligor shall (and the Ultimate Parent
shall procure that no member of the Bridge Group or the Bank Group shall) amend
the Tax Co-operation Agreement (to the extent it is a party thereto) or its
constitutional documents, in each case, in a manner which could reasonably be
expected to have a Material Adverse Effect other than with the prior written
consent of an Instructing Group or where required by law (provided that, in the
case of the latter, such amendment could not reasonably be expected to have a
Material Adverse Effect);


 


(b)                                  The Ultimate Parent shall procure that except
as permitted by the HYD Intercreditor Agreement and the Group Intercreditor
Agreement, no amendment is made to:


 


(i)                                    any NTL High Yield Notes; or


 


(ii)                                the Existing High Yield Notes,


 


in each case, in a manner which could reasonably be expected to have a
Material Adverse Effect other than with the prior written consent of the
Instructing Group or where required by law.


 


20.18      Parent Debt


 


The Ultimate Parent shall not (and shall procure that none of its
Subsidiaries (other than a member of the Bank Group) shall) incur, create or
permit to subsist or have outstanding any Financial Indebtedness or enter into
any agreement or arrangement whereby it is entitled to incur, create or permit
to subsist any Financial Indebtedness unless the Ultimate Parent can demonstrate
by reference to the quarterly financial information for the Group most recently
delivered pursuant to Clause 17.1 (Financial
Statements) that the Leverage Ratio (adjusted in the case of the
Consolidated Net Debt element, to take account of the Financial Indebtedness in
question and any other Financial Indebtedness raised by the Ultimate Parent or
such Subsidiary since the date of such quarterly financial information) is not
more than 4.25:1 for the period of four consecutive financial quarters ended on
the last day of the financial quarter in respect of which such quarterly
financial information was delivered provided that the foregoing limitations
shall not apply to:


 


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(a)                                  any Financial Indebtedness arising
under or pursuant to the Senior Facilities Finance Documents;


 


(b)                                  any Financial Indebtedness incurred
(including any such Financial Indebtedness existing as at the date of this
Agreement) by any member of the Group (other than a member of the Bank Group)
and owed to any other member of the Group;


 


(c)                                  any
Financial Indebtedness incurred by any member of the Group (other than a member
of the Bank Group) which, if it had been incurred by a Senior Facilities
Borrower at such time, would be permitted to be incurred pursuant to Clause
20.4 (Financial Indebtedness) provided that if
any basket or threshold contained in Clause 20.4 (Financial
Indebtedness) is utilized by any member of the Group (other than a
member of the Bank Group) pursuant to this paragraph (c), such basket or
threshold shall be reduced by a corresponding amount and shall thereafter be
unavailable for use by any member of the Bank Group;


 


(d)                                  any
Financial Indebtedness incurred by any member of the Group (other than a member
of the Bank Group) to refinance all or any part of the Senior Facilities
Outstandings, including the payment of all principal, interest, fees, expenses,
commissions, make-whole and any other contractual premium payable, in respect
of such Senior Facilities Outstandings and any fees, costs and expenses
incurred in connection with such refinancing;


 


(e)                                  the Facilities, the Exchange Notes, the
Existing High Yield Notes, any NTL High Yield Notes or any High Yield
Refinancings; and


 


(f)                                    any
Financial Indebtedness incurred by any Permitted Joint Venture.


 


20.19      Solvent Liquidation


 


(a)                                  No
Obligor (for these purposes, as used in this paragraph (a), a “Predecessor Obligor”) shall, without the
prior written consent of an Instructing Group, liquidate on a solvent basis
(for purposes of this paragraph (a), the “Solvent
Liquidation”) unless:


 


(i)                                    on or prior
to the Solvent Liquidation, an entity (for purposes of this paragraph (a), the “Successor
Entity”) acquires substantially all of the assets and assumes
substantially all of the liabilities of the Predecessor Obligor (for purposes of this paragraph (a), a “Liquidation Transfer”), excluding any
rights under contracts that cannot be assigned or liabilities that will be
satisfied or released upon the Solvent Liquidation, on an arms’ length basis
and for full consideration;


 


(ii)                                the Successor Entity is organised in the same
jurisdiction as that in which the Predecessor Obligor is organised and is an
existing Obligor;


 


(iii)                            the Successor Entity does not incur any
additional material liabilities in connection with the Solvent Liquidation
other than those which are to be transferred to it by the Predecessor Obligor
but which did not arise directly as a result of the Solvent Liquidation;


 


(iv)                               to the extent previously provided in respect
of the shares of the Predecessor Obligor, the Finance Parties are granted a
first ranking security interest over the shares of the Successor Entity;


 


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(v)                                   no Event of Default has occurred and is
continuing or would arise from the Liquidation Transfer or the Solvent
Liquidation; and


 


(vi)                               immediately after the Solvent Liquidation,
the following documents are delivered to the Facility Agent each in a form
previously approved by the Facility Agent (acting on the instructions of an
Instructing Group):


 


(1)                                 copies of solvency
declarations of the directors of the Successor Entity confirming to the best of
their knowledge and belief, that the Successor Entity was balance sheet solvent
immediately prior to and after the Solvent Liquidation, accompanied by any report by the auditors or other
advisers of the relevant Successor Entity on which such directors have relied
for the purposes of giving such declaration;


 


(2)                                 copies of the resolutions
of the Predecessor Obligor and the Successor Entity (to the extent required by
law) approving the Liquidation Transfer and/or the Solvent Liquidation (as
applicable);


 


(3)                                 copies of the statutory
declarations of the directors of the Predecessor Obligor (to the extent
required by law) given in connection with Solvent Liquidation;


 


(4)                                 a copy of the executed
transfer agreement relating to the Liquidation Transfer; and


 


(5)                                 the legal opinion from the Successor Entity’s counsel
confirming (i) the due capacity and incorporation of each of the Successor
Entity and the Predecessor Obligor, (ii) the power and
authority of the Successor Entity to enter into and perform its obligations
under this Agreement and any other Finance Document to which it is a party and (iii) that
the transfer agreement giving effect to the Liquidation Transfer is legally
binding and enforceable in accordance with its terms.


 


(b)                                  No Senior Facilities Obligor (for these
purposes, as used in this paragraph (b), a “Predecessor
Obligor”) shall, without the prior written consent of an Instructing
Group, liquidate on a solvent basis (for purposes of this paragraph (b), the “Solvent Liquidation”) unless:


 


(i)                                    on or prior
to the Solvent Liquidation, an entity (for purposes of this paragraph (b), the “Successor
Entity”) acquires substantially all of the assets and assumes
substantially all of the liabilities of the Predecessor Obligor (for purposes of this paragraph (b), a “Liquidation Transfer”), excluding any
rights under contracts that cannot be assigned or liabilities that will be
satisfied or released upon the Solvent Liquidation, on an arms’ length basis
and for full consideration;


 


(ii)                                the Successor Entity is organised in the same
jurisdiction as that in which the Predecessor Obligor is organised and is
either:


 


(x)           an existing Senior Facilities Obligor; or


 


(y)         a Subsidiary of the Company that is entitled to
become (and subsequently does become) a Senior Facilities Obligor in accordance
with the provisions of Clause 26.1 or Clause 26.2 of the Senior Facilities
Agreement; and


 


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(iii)                            the Successor Entity does not incur any
additional material liabilities in connection with the Solvent Liquidation
other than those which are to be transferred to it by the Predecessor Obligor
but which did not arise directly as a result of the Solvent Liquidation;


 


(iv)                               to the extent previously provided in respect
of the shares of the Predecessor Obligor, the Finance Parties are granted a
first ranking security interest over the shares of the Successor Entity;


 


(v)                                   no Event of Default has occurred and is
continuing or would arise from the Liquidation Transfer or the Solvent
Liquidation;


 


(vi)                               immediately after the Solvent Liquidation,
the following documents are delivered to the Senior Facility Agent each in a
form previously approved by the Senior Facility Agent (acting on the
instructions of a Senior Facilities Instructing Group):


 


(1)                                 copies of solvency
declarations of the directors of the Successor Entity confirming to the best of
their knowledge and belief, that the Successor Entity was balance sheet solvent
immediately prior to and after the Solvent Liquidation, accompanied by any report by the auditors or other
advisers of the relevant Successor Entity on which such directors have relied
for the purposes of giving such declaration;


 


(2)                                 copies of the resolutions
of the Predecessor Obligor and the Successor Entity (to the extent required by
law) approving the Liquidation Transfer and/or the Solvent Liquidation (as
applicable);


 


(3)                                 copies of the statutory
declarations of the directors of the Predecessor Obligor (to the extent
required by law) given in connection with Solvent Liquidation;


 


(4)                                 a copy of the executed
transfer agreement relating to the Liquidation Transfer; and


 


(5)                                 the legal opinion from the Successor Entity’s counsel
confirming (i) the due capacity and incorporation
of each of the Successor Entity and the Predecessor Obligor, (ii) the power and authority of the Successor Entity to enter into
and perform its obligations under this Agreement and any other Finance Document
to which it is a party and (iii) that the transfer agreement giving effect
to the Liquidation Transfer is legally binding and enforceable in accordance
with its terms.


 


20.20                 ERISA


 


The Ultimate Parent shall procure that
neither any Senior Facilities Obligor nor any ERISA Affiliate shall maintain or
contribute to (or have an obligation to contribute to) a Plan subject to Title
IV or Section 302 of ERISA and/or Section 412 of the Code or to a Multiemployer Plan which could reasonably be
expected to give rise to a material liability to any Senior Facilities Obligor
or any Finance Party.


 


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21.                               ACCEDING
GROUP COMPANIES


 


21.1        Acceding Guarantors


 


(a)                                  The Ultimate
Parent shall give the Facility Agent and the Security Trustee not less than 3
Business Days’ prior written notice of the date of intended accession of each
of New Intermediate Holdco and DRC to this Agreement as an Acceding Guarantor
in accordance with Clause 19.12 (Further Assurance).


 


(b)                                  The Ultimate Parent shall procure that there
is delivered, for the purposes of paragraph (a) above, an Accession Notice
duly executed by itself and New Intermediate Holdco or DRC, as applicable,
together with the documents set out in Part 2 of Schedule 7 (Accession Documents) and such other
documents (including any new Security Documents) as the Facility Agent may
reasonably require, in relation to New Intermediate Holdco or DRC, as applicable,
all in form and substance satisfactory to the Facility Agent, acting
reasonably.


 


21.2        Acceding Holding Company


 


If at any time the Ultimate Parent becomes a Subsidiary of a Holding
Company, the Ultimate Parent shall ensure that such Holding Company shall, upon
becoming the Holding Company of the Ultimate Parent deliver an Accession Notice
duly executed by the Holding Company together with the documents set out in Part 2
of Schedule 7 (Accession Documents).


 


21.3        Assumption of Rights and Obligations


 


(a)                                  Upon satisfactory delivery of a duly executed
Accession Notice to the Facility Agent, together with the other documents
required to be delivered under paragraph (b) of Clause 21.1 (Acceding Guarantors), the relevant member
of the Bridge Group, the Ultimate Parent, the Obligors and the Finance Parties,
will assume such obligations towards one another and/or acquire such rights
against each other as they would each have assumed or acquired had such member
of the Bridge Group been an original party to this Agreement as an Original
Guarantor, as the case may be.


 


(b)                                  Upon satisfactory delivery of a duly executed
Accession Notice to the Facility Agent, together with the other documents
required to be delivered under Clause 21.2 (Acceding
Holding Company), the relevant Holding Company, the Obligors and the
Finance Parties, will assume such obligations towards one another and/or
acquire such rights against each other as they would each have assumed or
acquired had such Holding Company been an original party to this Agreement as
the Ultimate Parent, and such Holding Company shall become a party to this
Agreement in such capacity. 
Simultaneously with such Holding Company becoming a party to this
Agreement as aforesaid, the Facility Agent shall release the Ultimate Parent
for the time being from its obligations as an Ultimate Parent under this
Agreement (other than its obligations as a Guarantor and provider of Security)
and such Ultimate Parent shall cease to be a party to this Agreement in such
capacity.


 


22.                               EVENTS OF
DEFAULT


 


Each of Clauses 22.1 (Non-Payment)
to Clause 22.16 (Change of Ownership)
describes the circumstances which constitute an Event of Default for the
purposes of this Agreement.


 


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22.1        Non-Payment


 


Any Obligor fails to pay any sum due from it under any Finance Document
at the time, in the currency and in the manner specified in such Finance
Document within (a) 1 Business Day of the due date, in the case of
payments of principal where failure to pay was due solely to technical or
administrative error in the transmission of funds, (b) 3 Business Days of
the due date, in the case of payments of interest, or (c) 5 Business Days
of the due date, in respect of payments of any other amounts.


 


22.2        Covenants


 


(a)                                  Any Obligor fails duly to perform or comply
with any obligation expressed to be assumed by it in Clause 19.1 (Application of Initial Loans), Clause 20.2
(Negative Pledge), Clause 20.3 (Loans and Guarantees), Clause 20.4 (Financial Indebtedness), Clause 20.5 (Dividends, Distributions and Share Capital),
Clause 20.8 (Mergers), Clause
20.9 (Joint Ventures) or Clause
20.13 (Acquisitions and Investments).


 


(b)                                  Any Obligor fails duly to perform or comply
with any obligation expressed to be assumed by it in Clause 17 (Financial Information) or sub-paragraph
(b)(i) of Clause 19.12 (Further
Assurance), paragraphs (a) and (b) of Clause 19.9 (Hedging), and such failure, if capable of
remedy is not so remedied within 10 Business Days of the earlier of such Obligor
becoming aware of such failure to perform or comply and the Facility Agent
having given notice of such failure to the Ultimate Parent.


 


(c)                                  There is any breach of Clause 18.2 (Ratios).


 


(d)                                  There is any breach of Clause 20.6 (Disposals), provided that where the
failure to comply with any obligation under Clause 20.6 (Disposals) relates to the obligation to
deliver a certificate within a specified time period, no Event of Default shall
be deemed to have occurred unless the relevant Obligor shall have failed to
deliver (or procure the delivery of) the required certificate within such time
period and upon request by the Facility Agent for a description of the
transactions relating to such certificate which was not delivered, the relevant
Obligor fails to provide such details within 10 Business Days after such
request.


 


22.3        Other Obligations


 


Any Obligor fails duly to perform or comply with any of the obligations
expressed to be assumed by it in any of the Finance Documents (other than any
of those referred to in Clauses 22.1 (Non-Payment)
and 22.2 (Covenants)) and such
failure, if capable of remedy, is not so remedied within 30 days of the earlier
of the Ultimate Parent or such Obligor becoming aware of such failure to
perform or comply and the Facility Agent having given notice of such failure to
the Borrower.


 


22.4        Misrepresentation


 


Any representation or statement made or repeated (or procured to be made
or repeated) by any Obligor in any Finance Document or in any notice or other
document or certificate delivered by it (or procured by it to be delivered)
pursuant to a Finance Document is or proves to have been incorrect or
misleading in any material respect when made or repeated where the
circumstances giving rise to such inaccuracy, if capable of remedy or change
are not remedied or do not change within 30 days of the earlier of the Ultimate
Parent or the relevant Obligor becoming aware of such circumstances and the
Facility Agent having notified the Borrower of such misrepresentation having
occurred.


 


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22.5        Cross Default


 


(a)                                  Any Financial Indebtedness of any member of
the Group is not paid when due and payable, after taking into account any
applicable grace period;


 


(b)                                  any Financial Indebtedness of any member of
the Group is declared (or is capable of being declared) to be or otherwise
becomes due and payable prior to its specified maturity as a result of an event
of default (however described), after taking into account any applicable grace
period; or


 


(c)                                  any commitment for any Financial Indebtedness
of any member of the Group is cancelled or suspended by a creditor of any
member of the Group as a result of an event of default (however described),


 


provided that no Event of Default will occur under this Clause 22.5:


 


(i)                                    if the aggregate amount of Financial
Indebtedness and/or commitment for Financial Indebtedness falling within
paragraphs (a) to (c) above is less than £35 million (or its
equivalent in other currencies);


 


(ii)                                if the circumstance which would otherwise
have caused an Event of Default under this Clause 22.5 is being contested in
good faith by appropriate action;


 


(iii)                            if the relevant Financial Indebtedness is
cash-collateralised and such cash is available for application in satisfaction
of such Financial Indebtedness;


 


(iv)                               if such Financial Indebtedness is owed by one
member of the Group to another member of the Group; or


 


(v)                                   if such Event of Default arises solely by
reason of the failure of any member of the Group to obtain the consent of the
lenders under the Existing Credit Facilities to (i) the execution of the
Finance Documents, (ii) the exercise of any of its rights or the
performance of any of its obligations under the Finance Documents or (iii) any
other matter contemplated by the Finance Documents.


 


22.6        Insolvency


 


The Ultimate Parent, the
Borrower, any Guarantor, the Parent, any Senior Facilities Borrower, any Senior
Facilities Obligor that is a Material Subsidiary or (for the purposes of Clause
4.3 only) any Material Subsidiary, is unable to pay its debts as they fall due,
ceases or suspends generally the payment of its debts or announces an intention
to do so, or makes a general assignment for the benefit of or a composition
with its creditors generally or a general moratorium is declared in respect of
the Financial Indebtedness of the Ultimate Parent, the Parent, the Borrower,
any Guarantor, such Senior Facilities Borrower, such Senior Facilities Obligor
or such Material Subsidiary (as applicable).


 


22.7        Winding-up


 


After the date of this Agreement, the Ultimate Parent, the Borrower, any
Guarantor, the Parent, any Senior Facilities Borrower, any Senior Facilities
Obligor that is a Material Subsidiary or (for the purposes of Clause 4.3 only) any Material Subsidiary, takes
any corporate action or formal legal proceedings are started and served (not
being actions or proceedings which can be demonstrated to the satisfaction of
the Facility Agent by providing an opinion of a leading firm of London
solicitors (within 30 days of any such


 


128

















 


action or proceedings having commenced) to that effect, as frivolous,
vexatious or an abuse of the process of the court or related to a claim to
which such Person has a good defence and which is being vigorously contested by
such body) for its winding-up, dissolution, administration or re-organisation
or for the appointment of a liquidator, receiver, administrator, administrative
receiver, conservator, custodian, trustee or similar officer of it or of any or
all of its revenues and assets other than where any such legal proceedings in
respect of the Ultimate Parent, the Borrower, any Guarantor, the Parent, such
Senior Facilities Borrower or such Material Subsidiary either (a)(i) do
not relate to the appointment of an administrator and (ii) are stayed or
discharged within 30 days from their commencement or (b) relate to a
solvent liquidation or dissolution set forth under paragraph (c) of Clause
20.8 (Mergers).


 


22.8        Execution or Distress


 


Any execution, distress or attachment is levied against, or an
encumbrancer takes possession of, the whole or any part of, the property,
undertaking or assets of the Ultimate Parent, the Borrower, any Guarantor, the
Parent, any Senior Facilities Borrower or any Senior Facilities Obligor which
is a Material Subsidiary having an aggregate value of more than £35 million (or
its equivalent in other currencies) and the same is not discharged within 30
days.


 


22.9        Similar Events


 


Any event occurs which, under the laws of any jurisdiction, has a
similar or analogous effect to any of those events mentioned in Clause 22.6 (Insolvency), 22.7 (Winding-up) or Clause 22.8 (Execution or Distress).


 


22.10      Repudiation


 


Any Obligor repudiates any of the Finance Documents to which it is party.


 


22.11      Illegality


 


Save as provided in the Reservations, at any time it is or becomes
unlawful for any Obligor to perform or comply with any or all of its
obligations under any of the Finance Documents to which it is party or any of
the obligations of any Obligor under any of the Finance Documents to which it
is party are not or cease to be legal, valid and binding except as contemplated
by the Reservations and, if capable of remedy, is not remedied within 10
Business Days of the earlier of the Ultimate Parent or such Obligor becoming
aware of the relevant illegality and the Facility Agent having given notice of
the same to the Borrower.


 


22.12      Intercreditor Default


 


Any member of the Group which is party to the Group Intercreditor
Agreement or the HYD Intercreditor Agreement fails to comply with its
obligations under it and such failure, if capable of remedy, is not remedied
within 30 days of the earlier of such member of the Group becoming aware of the
relevant failure to comply and the Facility Agent having given notice of the
same to the Borrower.


 


22.13      Revocation of Necessary Authorisations


 


Any Necessary Authorisation is revoked and where such revocation is
reasonably likely to have a Material Adverse Effect, is not replaced within 10
Business Days.


 


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22.14      Material Adverse Effect


 


Any event or circumstance occurs which would have a Material Adverse
Effect.


 


22.15      Material Proceedings


 


Any litigation, arbitration or administrative proceeding of or before
any court, arbitral body, or agency is commenced against any member of the
Group, which is reasonably likely to be adversely determined and which, if
adversely determined, is reasonably likely to have a Material Adverse Effect.


 


22.16      Change of Ownership


 


(a)                                  After consummation of the Merger and
implementation of each of Steps 1 and 2 set out in the page headed “Combination of NTL and Telewest” of the
Steps Paper, the Parent, the Company, TCN, any of the Obligors or any of the
Senior Facilities Obligors are not direct or indirect wholly owned Subsidiaries
of the Ultimate Parent; or


 


(b)                                  After
implementation of each of Steps 3 to 8 set out in the page headed “Post Combination Restructuring – First Alternative (Structure 1)”
of the Steps Paper and assuming that the step described in the Steps Paper
entitled “Post-Combination Restructuring – Alternative Step
6x (Structure 1)” has not been implemented either:


 


(i)                                    New
UK2 is not a direct or indirect wholly owned subsidiary of the Ultimate Parent;


 


(ii)                                the
Company or TCN ceases to be a direct wholly-owned Subsidiary of New UK2; or


 


(iii)                            any
other Senior Facilities Obligor (other than NTL Cable, New UK or New UK2)
ceases to be a direct or indirect wholly-owned Subsidiary of New UK2.


 


(c)                                  After
implementation of each of Steps 3 to 8 set out in the page headed “Post Combination Restructuring – First Alternative (Structure 1)”
of the Steps Paper and assuming that the step described in the Steps Paper
entitled “Post-Combination Restructuring – Alternative Step 6
x (Structure 1)” has been implemented:


 


(i)                                    the
Company ceases to be a directly wholly owned subsidiary of Parent; or


 


(ii)                                any
of the other Senior Facilities Obligors (other than NTL Cable) ceases to be a
direct or indirect wholly-owned subsidiary of the Company.


 


22.17      Acceleration


 


Subject to Clauses 22.19 (Vanilla
Clean-Up Period) and 22.20 (Baseball
Clean-up Period) below, upon the occurrence of an Event of Default
and while the same is continuing at any time thereafter, the Facility Agent may
(and, if so instructed by an Instructing Group, shall) by written notice to the
Borrower:


 


(a)                                  declare all or any part of the Outstandings
to be immediately due and payable (whereupon the same shall become so payable
together with accrued interest thereon and any other sums then owed by any
Obligor under the Finance Documents) or declare all or any part of the
Outstandings to be due and payable on demand of the Facility Agent; and/or


 


(b)                                  declare that any unutilised portion of the
Facilities shall be cancelled, whereupon the same shall be cancelled and the
corresponding Commitments of each Lender shall be reduced to zero; and/or


 


130

















 


(c)                                  exercise or direct the Security Trustee to
exercise any rights and remedies (including any right to demand cash collateral
by deposit in such interest-bearing account as the Facility Agent may specify)
to which the Facility Agent, the Security Trustee or the Lenders may be
entitled;


 


provided that, notwithstanding anything to the contrary
contained above in this Clause 22.17, upon the occurrence of any Event of
Default listed in Clauses 22.9 (Similar
Events) or 22.21 (US Bankruptcy)
in relation to any US Obligor, all or any part of the Outstandings shall be
immediately due and payable (whereupon the same shall become so payable
together with accrued interest thereon and any other sums then owed by any
Obligor under the Finance Documents), any unutilised portion of the Facilities
shall be immediately cancelled and the corresponding Commitments of each Lender
shall be reduced to zero and the Facility Agent may exercise or direct the
Security Trustee to exercise any rights and remedies (including any right to
demand cash collateral by deposit in such interest-bearing account as the
Facility Agent may specify) to which the Facility Agent, the Security Trustee
or the Lenders may be entitled.


 


22.18      Repayment on Demand


 


If, pursuant to paragraph (a) of Clause 22.17 (Acceleration), the Facility Agent declares
all or any part of the Outstandings to be due and payable on demand of the
Facility Agent, then, and at any time thereafter, the Facility Agent may (and,
if so instructed by an Instructing Group, shall) by written notice to the
Borrower:


 


(a)                                  require
repayment of all or the relevant part of the Outstandings on such date as it
may specify in such notice (whereupon the same shall become due and payable on
such date together with accrued interest thereon and any other sums then owed
by the Parent or any Obligor under the Finance Documents) or withdraw its
declaration with effect from such date as it may specify in such notice; and/or


 


(b)                                  select
as the duration of any Interest Period which begins whilst such declaration
remains in effect a period of 3 months or less.


 


22.19      Vanilla Clean-Up Period


 


If, during the Vanilla Clean-up Period, any matter or circumstance
exists in respect of any member of the Telewest Group which would, but for the
provisions of this Clause 22.19, constitute a breach of any representation
under Clause 16 (Representations and
Warranties), the breach of any covenant specified in Clauses 19.10 (Pension Plans), 20.2 (Negative Pledge), 20.3 (Loans and Guarantees), 20.4 (Financial Indebtedness), 20.8 (Mergers), 20.9 (Joint Ventures), 20.10 (Transactions
with Affiliates) and 20.13 (Limitations
on Hedging) or an Event of Default by reason of Clause 22.5 (Cross Default), then such
misrepresentation, breach of covenant or Event of Default shall not give rise
to a Default or Event of Default unless:


 


(a)                                  NTL or any of its Subsidiaries (excluding for
these purposes any member of the Telewest Group) has procured or specifically
approved a breach of such representations or covenants by a member of the
Telewest Group; or


 


(b)                                  the matter or circumstance constitutes a
Material Adverse Effect; or


 


(c)                                  such matter or circumstance continues to
exist after the expiry of the Vanilla Clean-up Period; or


 


(d)                                  the breach is capable of remedy and NTL or
the relevant member of the Telewest Group is aware of the relevant
circumstances at the time but fails to take appropriate steps to remedy the
same,


 


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provided that any matter contained in this Clause 22.19 shall be without
prejudice to the rights of the Lender in respect of any breach of representation,
covenant or default which continues to exist or arises after the expiry of the
Vanilla Clean-Up Period.


 


22.20      Baseball Clean-Up Period


 


If, during the Baseball
Clean-up Period, any matter or circumstance exists in respect of any member of
the Baseball Group which would, but for the provisions of this Clause 22.20,
constitute a breach of any representation under Clause 16 (Representations and Warranties), the
breach of any covenant specified in Clauses 19.10 (Pension Plans), 20.2 (Negative
Pledge), 20.3 (Loans and
Guarantees), 20.4 (Financial
Indebtedness), 20.8 (Mergers),
20.9 (Joint Ventures), 20.10 (Transactions with Affiliates) and 20.13 (Limitations on Hedging) or an Event of
Default by reason of Clause 22.5 (Cross
Default), then such misrepresentation, breach of covenant or Event
of Default shall not give rise to a Default or Event of Default unless:


 


(a)                                  the Ultimate Parent or any of its
Subsidiaries (excluding for these purposes any member of the Baseball Group)
has procured or specifically approved a breach of such representations or
covenants by a member of the Baseball Group; or


 


(b)                                  the matter or circumstance constitutes a
Material Adverse Effect; or


 


(c)                                  such matter or circumstance continues to
exist after the expiry of the Baseball Clean-up Period; or


 


(d)                                  the breach is capable of remedy and the
Baseball Bidcos are aware of the relevant circumstances at the time but fail to
take appropriate steps to remedy the same,


 


provided that any matter
contained in this Clause 22.20 shall be without prejudice to the rights of the
Lender in respect of any breach of representation, covenant or default which
continues to exist or arises after the expiry of the Baseball Clean-Up Period.


 


22.21      US Bankruptcy


 


Notwithstanding Clause 22.17 (Acceleration),
if any Obligor shall commence a voluntary case concerning itself under the US
Bankruptcy Code, or an involuntary case is commenced against any Obligor and
the petition is not controverted within 10 days, or is not dismissed within 60
days, after commencement of the case, or a custodian (as defined in the US
Bankruptcy Code) is appointed for, or takes charge of, all or substantially all
of the property of any Obligor, or any order of relief or other order approving
any such case or proceeding is entered, the Facilities shall cease to be
available and all Initial Loans shall become immediately due and payable, in
each case automatically and without any further action by any party hereto.


 


23.                               DEFAULT
INTEREST


 


23.1        Consequences of Non-Payment


 


If any sum due and payable by any Obligor under this Agreement is not
paid on the due date therefor in accordance with the provisions of Clause 28 (Payments) or if any sum due and payable by
an Obligor pursuant to a judgment of any court in connection with this
Agreement is not paid on the date of such judgment, the period beginning on
such due date or, as the case may be, the date of such judgment and ending on
the Business Day on which the obligation of such Obligor to pay the Unpaid Sum
is discharged shall be divided into successive periods, each of which (other
than the first) shall start on the last day of


 


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the preceding such period (which shall be a Business Day) and the
duration of each of which shall (except as otherwise provided in this Clause
23) be selected by the Facility Agent.


 


23.2        Default Rate


 


During each such period relating thereto as is mentioned in Clause 23.1
(Consequences of Non-Payment) the
Initial Loans and any Unpaid Sum shall bear interest at the rate per annum
which is the sum from time to time of 2%, the Applicable Margin, the Associated
Costs Rate (if applicable) at such time and LIBOR on the Quotation Date
therefor, provided that:


 


(a)                                  if, for any such period, LIBOR cannot be
determined, the rate of interest applicable to each Lender’s portion of such
Unpaid Sum shall be the rate per annum which is the sum of 2%, the Applicable
Margin, (as aforesaid), and the Associated Costs Rate at such time and the rate
per annum that shall be notified to the Facility Agent by such Lender as soon
as practicable after the beginning of such period as being that which expresses
as a percentage rate per annum the cost to such Lender of funding from whatever
sources it may reasonably select its portion of such Unpaid Sum during such
period; and


 


(b)                                  if any Unpaid Sum is all or part of an
Initial Loan which became due and payable on a day other than the last day of
an Interest Period relating thereto, the first Interest Period applicable to it
shall be of a duration equal to the unexpired portion of that Interest Period
and the rate of interest applicable thereto from time to time during such
Interest Period shall be that which exceeds by 2% the rate which would have
been applicable to it had it not so fallen due.


 


23.3        Maturity of Default Interest


 


Any interest which shall have accrued under Clause 23.2 (Default Rate) in respect of the Initial
Loans and any Unpaid Sum shall be due and payable and shall be paid by the
Obligor owing such sum at the end of the period by reference to which it is
calculated or on such other dates as the Facility Agent may specify by written
notice to such Obligor.


 


23.4        Construction of Unpaid Sum


 


Any Unpaid Sum shall (for the purposes of this Clause 23 (Default Interest), Clause 13 (Increased Costs), Clause 26 (Borrowers’ Indemnities) and Schedule 6
(Associated Costs Rate)) be
treated as a loan and accordingly in those provisions the term “Initial Loan”
includes any Unpaid Sum and the term “Interest Period”, in relation to an
Unpaid Sum, includes each such period relating thereto as is mentioned in
Clause 23.1 (Consequences of Non-Payment).


 


24.                               GUARANTEE
AND INDEMNITY


 


24.1        Guarantee


 


With effect from the Merger Closing Date or if later, the date on which
it accedes to this Agreement in such capacity, each Guarantor irrevocably and
unconditionally guarantees, jointly and severally, to each of the Finance
Parties the due and punctual payment by the Borrower of all sums payable by it
under each of the Finance Documents and agrees that promptly on demand it will
pay to the Facility Agent each and every sum of money which the Borrower is at
any time liable to pay to any Finance Party under or pursuant to any Finance
Document and which has become due and payable but has not been paid at the time
such demand is made.


 


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24.2        Indemnity


 


With effect from the Merger Closing Date, or if later, the date upon
which it accedes to this Agreement in such capacity, each Guarantor irrevocably
and unconditionally agrees, jointly and severally, as primary obligor and not
only as surety, to indemnify and hold harmless each Finance Party on demand by
the Facility Agent from and against any loss incurred by such Finance Party as
a result of any of the obligations of the Borrower under or pursuant to any
Finance Document being or becoming void, voidable, unenforceable or ineffective
as against the Borrower for any reason whatsoever (whether or not known to that
Finance Party or any other person) the amount of such loss being the amount
which the Finance Party suffering it would otherwise have been entitled to
recover from the Borrower.


 


24.3        Continuing and Independent Obligations


 


The obligations of each Guarantor under this Agreement shall constitute
and be continuing obligations which shall not be released or discharged by any
intermediate payment or settlement of all or any of the obligations of the
Borrower under the Finance Documents, shall continue in full force and effect
until the unconditional and irrevocable payment and discharge in full of all
amounts owing by the Borrower under each of the Finance Documents and are in
addition to and independent of, and shall not prejudice or merge with, any
other security (or right of set-off) which any Finance Party may at any time
hold in respect of such obligations or any of them.


 


24.4        Avoidance of Payments


 


Where any release, discharge or other arrangement in respect of any
obligation of the Borrower, or any Security held by any Finance Party therefor,
is given or made in reliance on any payment or other disposition which is
avoided or must be repaid (whether in whole or in part) in an insolvency,
liquidation or otherwise and whether or not any Finance Party has conceded or
compromised any claim that any such payment or other disposition will or should
be avoided or repaid (in whole or in part), the provisions of this Clause 24
shall continue as if such release, discharge or other arrangement had not been
given or made.


 


24.5        Immediate Recourse


 


None of the Finance Parties shall be obliged, before exercising or
enforcing any of the rights conferred upon them in respect of the Guarantors by
this Agreement or by Law, to seek to recover amounts due from the Borrower or
to exercise or enforce any other rights or Security any of them may have or
hold in respect of any of the obligations of the Borrower under any of the
Finance Documents.


 


24.6        Waiver of Defences


 


Neither the obligations of the Guarantors contained in this Agreement
nor the rights, powers and remedies conferred on the Finance Parties in respect
of the Guarantors by this Agreement or by Law shall be discharged, impaired or
otherwise affected by:


 


(a)                                  the winding-up, dissolution, administration
or re-organisation of the Borrower or any other person or any change in the status,
function, control or ownership of the Borrower or any such person;


 


(b)                                  any of the obligations of the Borrower or any
other person under any Finance Document or any Security held by any Finance
Party therefor being or becoming illegal, invalid, unenforceable or ineffective
in any respect;


 


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(c)                                  any time or other indulgence being granted to
or agreed (i) to or with the Borrower or any other person in respect of
its obligations or (ii) in respect of any security granted under any
Finance Documents;


 


(d)                                  unless otherwise agreed, any amendment to, or
any variation, waiver or release of, any obligation of, or any Security granted
by, the Borrower or any other person under any Finance Document;


 


(e)                                  any total or partial failure to take, or
perfect, any Security proposed to be taken in respect of the obligations of the
Borrower or any other person under the Finance Documents;


 


(f)                                    any total or partial failure to realise the
value of, or any release, discharge, exchange or substitution of, any security
held by any Finance Party in respect of the Borrower’s obligations under any
Finance Document; or


 


(g)                                 any other act, event or omission which might
operate to discharge, impair or otherwise affect any of the obligations of any
of the Guarantors under this Agreement or any of the rights, powers or remedies
conferred upon the Finance Parties or any of them by this Agreement or by Law.


 


24.7        No Competition


 


Until all amounts which may become payable by the Borrower under or in
connection with the Finance Documents have been paid in full, any rights which
any Guarantor may at any time have by way of contribution or indemnity in
relation to any of the obligations of the Borrower under any of the Finance
Documents or to claim or prove as a creditor of the Borrower or any other
person or its estate in competition with the Finance Parties or any of them,
shall be exercised by such Guarantor only if and to the extent that the
Facility Agent so requires and in such manner and upon such terms as the
Facility Agent may specify and each Guarantor shall hold any moneys, rights or
security held or received by it as a result of the exercise of any such rights
on trust for the Facility Agent for application in or towards payment of any
sums at any time owed by the Borrower under any of the Finance Documents as if
such moneys, rights or security were held or received by the Facility Agent
under this Agreement.


 


24.8        Appropriation


 


To the extent any Finance Party receives any sum from any Guarantor in
respect of the obligations of any of the other Obligors under any of the
Finance Documents which is insufficient to discharge all sums which are then
due and payable in respect of such obligations of such other Obligors, such
Finance Party shall not be obliged to apply any such sum in or towards payment
of amounts owing by such other Obligor under any of the Finance Documents, and
any such sum may, in the relevant Finance Party’s discretion, be credited to a
suspense or impersonal account and held in such account pending the application
from time to time (as the relevant Finance Party may think fit) of such sums in
or towards the discharge of such liabilities owed to it by such other Obligor
under the Finance Documents as such Finance Party may select provided that such
Finance Party shall promptly make such application upon receiving sums
sufficient to discharge all sums then due and payable to it by such other
Obligor under the Finance Documents.


 


24.9                        Limitation of Guarantees Generally


 


The guarantees provided by each of
the Guarantors shall be limited to the amount permissible under the Existing
High Yield Notes until Step 5 under the Steps Paper has occurred.


 


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24.10      Limitation of Liabilities of United
States Guarantors


 


Each US Guarantor and each
of the Finance Parties (by its acceptance of the benefits of the guarantee
under this Clause 24) hereby confirms its intention that this guarantee should
not constitute a fraudulent transfer or conveyance for the purposes of any
bankruptcy, insolvency or similar law, the United States Uniform Fraudulent
Conveyance Act or any similar Federal, state or foreign law.  To effectuate the foregoing intention, each US
Guarantor and each of the Finance Parties (by its acceptance of the benefits of
the guarantee under this Clause 24) hereby irrevocably agrees that its
obligations under this Clause 24 shall be limited to the maximum amount as
will, after giving effect to such maximum amount and all other (contingent or
otherwise) liabilities of such US Guarantor that are relevant under such laws,
and after giving effect to any rights to contribution pursuant to any agreement
providing for an equitable contribution among such US Guarantor and the other
Guarantors, result in the obligations of such US Guarantor in respect of such
maximum amount not constituting a fraudulent transfer or conveyance.


 


25.                               AGENTS


 


25.1        Appointment of the Facility Agent


 


Each of the other Finance
Parties appoints the Facility Agent to act as its agent under and in connection
with the Finance
Documents and authorises the Facility Agent to exercise the rights, powers,
authorities and discretions specifically delegated to it under or in connection
with the Finance Documents together with any other incidental rights, powers,
authorities and discretions.


 


25.2        Duties of the Facility Agent


 


(a)                                  The Facility Agent shall promptly inform each
Lender of the contents of any notice or document received by it in its capacity
as Facility Agent from the Parent or any of the Obligors under the Finance
Documents.


 


(b)                                  The Facility Agent shall promptly notify the
Lenders of the occurrence of any Event of Default or any default by an Obligor
in the due performance of or compliance with its obligations under any Finance
Document upon becoming aware of the same.


 


(c)                                  If so instructed by an Instructing Group, the
Facility Agent shall refrain from exercising any power or discretion vested in
it as agent under any Finance Document.


 


(d)                                  The duties of the Facility Agent under the
Finance Documents are, save to the extent otherwise expressly provided, solely
mechanical and administrative in nature.


 


25.3        Role of the Bookrunners and the Arrangers


 


Except as specifically provided in the Finance Documents, none of the Bookrunners
or the Arrangers shall have any obligations of any kind to any other party
under or in connection with any Finance Document.


 


25.4        No Fiduciary Duties


 


(a)                                  Nothing in the Finance Documents constitutes
the Facility Agent or any of the Arrangers as a trustee or fiduciary of any
other person.


 


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(b)                                  Neither the Facility Agent nor any of the
Arrangers shall be bound to account to any Lender for any sum or the profit
element of any sum received by it for its own account.


 


25.5        Business with the Group


 


Any of the Facility Agent and the Arrangers may accept deposits from,
lend money to and generally engage in any kind of banking or other business
with any member of the Group.


 


25.6        Discretion of the Facility Agent


 


(a)                                  The Facility Agent may rely on:


 


(i)                                    any representation, notice or document
believed by it to be genuine, correct and appropriately authorised; and


 


(ii)                                any statement made by a director, authorised
signatory or employee of any person regarding any matters which may reasonably
be assumed to be within his knowledge or within his power to verify.


 


(b)                                  The Facility Agent may assume, unless it has
received notice to the contrary in its capacity as agent for the Lenders, that:


 


(i)                                    no Default has occurred;


 


(ii)                                any right, power, authority or discretion
vested in this Agreement upon any party, the Lenders or an Instructing Group
has not been exercised; and


 


(iii)                            any notice or request made by the Obligors’
Agent is made on behalf of and with the consent and knowledge of all the
Obligors.


 


(c)                                  The Facility Agent may engage, pay for and
rely on the advice or services of any lawyers, accountants, surveyors or other
experts.


 


(d)                                  The Facility Agent may act in relation to the
Finance Documents through its personnel and agents.


 


25.7        Instructing Group’s Instructions


 


(a)                                  Unless a contrary indication appears in a
Finance Document, the Facility Agent shall (i) act in accordance with any
instructions given to it by an Instructing Group (or, if so instructed by an
Instructing Group, refrain from acting or exercising any right, power,
authority or discretion vested in it as Facility Agent) and (ii) shall not
be liable to any Finance Party for any act (or omission) if it acts (or
refrains from taking any action) in accordance with such an instruction of an
Instructing Group.


 


(b)                                  Unless a contrary indication appears in a
Finance Document, any instructions given by an Instructing Group will be
binding on all the Finance Parties.


 


(c)                                  The Facility Agent may refrain from acting in
accordance with the instructions of an Instructing Group or, if appropriate,
the Lenders until it has received such security or collateral as it may require
for any cost, loss or liability which it may incur in complying with such
instructions.


 


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(d)                                  In the absence of instructions from an
Instructing Group or, if appropriate, the Lenders, the Facility Agent may act
(or refrain from taking action) as it considers to be in the best interests of
the Lenders.


 


(e)                                  The Facility Agent shall not be authorised to
act on behalf of a Lender in any legal or arbitration proceedings relating to
any Finance Document without first obtaining the Lender’s consent to do so.


 


25.8        No Responsibility


 


None of the Facility Agent or the Arrangers shall be:


 


(a)                                  responsible for the adequacy, accuracy and/or
completeness of any information (whether oral or written) supplied by any
Finance Party, an Obligor, the Company or any other person in or in connection
with any Finance Document, including the Information Memoranda, the Agreed
Business Plan and any Budget; or


 


(b)                                  responsible for the legality, validity,
effectiveness, adequacy or enforceability of any Finance Document or any other
agreement, arrangement or document entered into, made or executed in
anticipation of or in connection with any Finance Document.


 


25.9        Exclusion of Liability


 


(a)                                  Without limiting paragraph (b) of this
Clause, the Facility Agent will not be liable to any Finance Party for any
action taken by it under or in connection with any Finance Document, unless
directly caused by its negligence or wilful misconduct.


 


(b)                                  Each of the Lenders agrees that it will not
take any proceedings, or assert or seek to assert any claim, against any
officer, employee or agent of the Facility Agent in respect of any claim it
might have against the Facility Agent or in respect of any act or omission of
any kind by that officer, employee or agent in relation to any Finance Document
and agrees that any officer, employee or agent of the Facility Agent may
enforce this provision.


 


(c)                                  The Facility Agent will not be liable for any
failure to notify any person of any matter referred to in Clause 17.8 (Notifications) or any delay (or any
related consequences) in crediting an account with an amount required under the
Finance Documents to be paid by it if it has taken all reasonable steps to
comply with Clause 17.8 (Notifications)
and taken all necessary steps as soon as reasonably practicable to comply with
the regulations or operating procedures of any recognised clearing or
settlement system used by it for that purpose.


 


25.10      Lender’s Indemnity


 


Each Lender shall (in its relevant Proportion (as determined at all
times for these purposes in accordance with paragraph (c) of the
definition of “Proportion”) indemnify the Facility Agent from time to time on
demand by the Facility Agent against any cost, loss or liability incurred by
the Facility Agent (otherwise than by reason of its negligence or wilful
misconduct) in acting as Facility Agent under the Finance Documents (unless it
has been reimbursed therefor by an Obligor pursuant to the terms of the Finance
Documents).


 


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25.11      Resignation


 


(a)                                  The Facility Agent may resign and appoint one
of its Affiliates acting through an office in the United Kingdom or the State
of New York as successor Facility Agent by giving notice to the Lenders and the
Borrower.


 


(b)                                  The Facility Agent may resign without having
designated a successor as agent under paragraph (a) above (and shall do so
if so required by an Instructing Group) by giving notice to the Lenders and the
Borrower, in which case an Instructing Group may appoint a successor Facility
Agent (acting through an office in the United Kingdom or the State of New
York), approved by the Borrower, acting reasonably.  If an Instructing Group has not appointed a
successor Facility Agent in accordance with this paragraph (b) within 30
days after notice of resignation was given, the Facility Agent may appoint a
successor Facility Agent (acting through an office in the United Kingdom or the
State of New York), approved by the Borrower, acting reasonably.


 


(c)                                  The retiring Facility Agent shall, at the
Borrower’s cost, make available to its successor such documents and records and
provide such assistance as its successor may reasonably request for the
purposes of performing its functions as Facility Agent under the Finance
Documents.


 


(d)                                  The resignation notice of the Facility Agent
shall only take effect upon the appointment of a successor Facility Agent.


 


(e)                                  Upon the appointment of a successor, the
retiring Facility Agent shall be discharged from any further obligation in
respect of the Finance Documents but shall remain entitled to the benefit of
this Clause 25.  The Facility Agent’s
successor and each of the other parties to this Agreement shall have the same
rights and obligations amongst themselves as they would have had if such
successor Facility Agent had been an original party as Facility Agent.


 


25.12      Confidentiality


 


(a)                                  The Facility Agent (in acting as agent for
the Finance Parties) shall be regarded as acting through its agency division
which shall be treated as a separate entity from any other of its divisions or
departments.


 


(b)                                  If information is received by another
division or department of the Facility Agent it may be treated as confidential
to that division or department and the Facility Agent shall not be deemed to
have notice of it.


 


(c)                                  Notwithstanding any other provision of any Finance
Document to the contrary, the Finance Parties are not obliged to disclose to
any other person (i) any confidential information or (ii) any other
information if the disclosure would, or might in its reasonable opinion,
constitute a breach of any Law.


 


(d)                                  Notwithstanding any other provision of any
Finance Document, the parties (and each employee, representative or other agent
of the parties) may disclose to any and all persons, without limitation of any
kind, the tax treatment and any facts that may be relevant to the tax structure
of the transaction, provided, however, that no party (and no employee,
representative, or other agent thereof) shall disclose any other information
that is not relevant to understanding the tax treatment and tax structure of
the transaction (including the identity of any party and any information that
could lead another to determine the identity of any party), or any other


 


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information
to the extent that such disclosure could reasonably result in a violation of
any applicable securities law.


 


25.13      Facility Office


 


The Facility Agent may treat each Lender as a Lender, entitled to
payments under this Agreement and acting through its Facility Office unless it
has received not less than 5 Business Days’ prior notice from that Lender to
the contrary in accordance with the terms of this Agreement.


 


25.14      Lenders’ Associated Costs Details


 


To the extent applicable, each Lender shall supply the Facility Agent
with any information required by the Facility Agent in order to calculate the
Associated Costs Rate in accordance with Schedule 6 (Associated Costs Rate).


 


25.15      Credit Appraisal by the Lenders


 


Without affecting the responsibility of any Obligor for information
supplied (or procured to be supplied) by it or on its behalf in connection with
any Finance Document, each Lender confirms to the Facility Agent, the
Bookrunners and the Arrangers that it has been, and will continue to be, solely
responsible for making its own independent appraisal and investigation of all
risks arising under or in connection with any Finance Document including but
not limited to:


 


(a)                                  the financial condition, status and nature of
each member of the Group;


 


(b)                                  the legality, validity, effectiveness, adequacy
or enforceability of any Finance Document and any other agreement, arrangement
or document entered into, made or executed in anticipation of, under or in
connection with any Finance Document;


 


(c)                                  whether that Lender has recourse, and the
nature and extent of that recourse, against any party or any of its respective
assets under or in connection with any Finance Document, the transactions
contemplated by the Finance Documents or any other agreement, arrangement or
document entered into, made or executed in anticipation of, under or in
connection with any Finance Document; and


 


(d)                                  the adequacy, accuracy and/or completeness of
the Information Memoranda, the Agreed Business Plan and each Budget and any
other information provided by the Facility Agent, the Bookrunners, the
Arrangers or by any other person under or in connection with any Finance
Document, the transactions contemplated by the Finance Documents or any other
agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Finance Document.


 


25.16      Deduction from Amounts Payable by the
Facility Agent


 


If any amount is due and payable by any party to the Facility Agent
under any Finance Document the Facility Agent may, after giving notice to that
party, deduct an amount not exceeding that amount from any payment to that
party which the Facility Agent would otherwise be obliged to make under the
Finance Documents and apply the amount deducted in or towards satisfaction of
the amount owed.  For the purposes of the
Finance Documents that party shall be regarded as having received such payment
without any such deduction.


 


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25.17                 Obligors’
Agent


 


(a)                                  Each Obligor irrevocably authorises the
Ultimate Parent to act on its behalf as its agent in relation to the Finance
Documents and irrevocably authorises:


 


(i)                                    the Ultimate Parent on its behalf to supply
all information concerning itself, its financial condition and otherwise to the
relevant persons contemplated under this Agreement and to give all notices and
instructions to execute on its behalf any Finance Document and to enter into
any agreement in connection with the Finance Documents notwithstanding that the
same may affect such Obligor, without further reference to or the consent of
such Obligor; and


 


(ii)                                each Finance Party to give any notice, demand
or other communication to be given to or served on such Obligor pursuant to the
Finance Documents to the Ultimate Parent on its behalf,


 


and in each such case such Obligor will be bound thereby as though the
Company or such Obligor itself had supplied such information, given such notice
and instructions, executed such Finance Document and agreement or received any
such notice, demand or other communication.


 


(b)                                  Every act, omission, agreement, undertaking,
settlement, waiver, notice or other communication given or made by the Obligors’
Agent under any Finance Document, or in connection with this Agreement (whether
or not known to any Obligor and whether occurring before or after such person
became party to this Agreement), shall be binding for all purposes on all
Obligors as if the Obligors had expressly made, given or concurred with the
same.  In the event of any conflict
between any notices or other communications of the Obligors’ Agent and any
other Obligor, those of the Obligors’ Agent shall prevail.


 


25.18      Co-operation with the Facility Agent


 


Each Lender and each Obligor will co-operate with the Facility Agent to
complete any legal requirements imposed on the Facility Agent in connection
with the performance of its duties under this Agreement and shall supply any
information requested by the Facility Agent in connection with the proper
performance of those duties provided that no Obligor shall be under any
obligation to provide any information the supply of which would be contrary to
any confidentiality obligation binding on any member of the Group or prejudice
the retention of legal privilege in such information and provided further no
Obligor shall (and the Ultimate Parent shall procure that no member of the
Bridge Group or the Bank Group shall) be able to deny the Facility Agent any
such information by reason of it having entered into a confidentiality
undertaking which would prevent it from disclosing, or be able to claim any
legal privilege in respect of, any financial information relating to itself or
the Group.


 


25.19      “Know your client” checks


 


Nothing in this Agreement shall oblige any of the Facility Agent or the
Arrangers to carry out any “know your client” or other applicable anti-money
laundering checks in relation to the identity of any person on behalf of any
Lender and each Lender confirms to the each of the Facility Agent, the
Bookrunners and the Arrangers that it is solely responsible for any such checks
it is required to carry out and that it may not rely on any statement in
relation to such checks made by any other person.


 


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25.20      US Paying Agent


 


The Facility Agent may delegate to any of its affiliates or appoint one
or more agents in the US for the purposes of facilitating any payments required
to be made to the Borrower under this Agreement (and the Borrower has the right
to consent to such delegation (if not to an affiliate of the Facility Agent).
Any such delegation or appointment may be made upon such terms and conditions
(including the power to sub-delegate or appoint any sub-agents) and subject to
such restrictions as the Facility Agent and the Borrower may think fit in the interests of the
Finance Parties and the Facility Agent shall not be bound to supervise, or be
in any way responsible for any loss incurred by reason of any misconduct or
default on the part of any such delegate, sub-delegate, agent or sub-agent.  The Facility Agent and the Borrower may
agree, without the prior consent of any other person, such amendments which are
of an administrative or technical nature, as may be necessary for the purposes
of giving effect to any such delegation or appointment and such amendments, once
made, shall be binding on each of Finance Parties.


 


26.                               BORROWERS’
INDEMNITIES


 


26.1        General Indemnities


 


With effect from the Merger Closing Date, the Borrower undertakes to
indemnify:


 


(a)                                  each of the Finance Parties against any
out-of-pocket cost, claim, loss, expense (including legal fees) or liability,
which any of them may sustain or incur as a consequence of the occurrence of
any Default; and


 


(b)                                  each Lender against any out-of-pocket loss it
may suffer or incur as a result of its funding or making arrangements to fund
its portion of an Initial Loan, in each case requested by the Borrower under
this Agreement but not made by reason of the operation of any one or more of
the provisions of this Agreement (save as a result of such Lender’s own gross
negligence or wilful default).


 


26.2        Break Costs


 


(a)                                  The Borrower shall, within 3 Business Days of
demand by a Finance Party, pay to that Finance Party its Break Costs
attributable to all or any part of any Initial Loan or Unpaid Sum being paid by
the Borrower on a day other than the last day of an Interest Period for that
Initial Loan or Unpaid Sum.


 


(b)                                  Each Lender shall, as soon as reasonably
practicable after a demand by the Facility Agent, provide a certificate
confirming the amount of its Break Costs for any Interest Period in which they
accrue.


 


27.                               CURRENCY OF
ACCOUNT


 


27.1        Currency


 


Dollars is the currency of account and payment for each and every sum at
any time due from any Obligor under this Agreement provided that:


 


(a)                                  each repayment of any Outstandings or Unpaid
Sum (or part of it) shall be made in the currency in which those Outstandings
or Unpaid Sum are denominated on their due date;


 


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(b)                                  interest shall be payable in the currency in
which the sum in respect of which such interest is payable was denominated when
that interest accrued;


 


(c)                                  each payment in respect of costs and expenses
shall be made in the currency in which the same were incurred; and


 


(d)                                  each payment pursuant to Clause 12.3 (Tax Indemnity) or Clause 13.1 (Increased Costs) shall be made in the
currency specified by the Finance Party claiming under it, acting reasonably.


 


27.2        Currency Indemnity


 


If any sum due from any Obligor under this Agreement or any order or
judgment given or made in relation to this Agreement has to be converted from
the currency (the “first currency”)
in which the same is payable under this Agreement or under such order or
judgment into another currency (the “second
currency”) for the purpose of (a) making or filing a claim or
proof against such Obligor, (b) obtaining an order or judgment in any
court or other tribunal or (c) enforcing any order or judgment given or
made in relation to this Agreement, the Borrower agrees, with effect from the
Merger Closing Date, to indemnify and hold harmless each of the persons to whom
such sum is due from and against any loss suffered or incurred as a result of
any discrepancy between (x) the rate of exchange used for such purpose to
convert the sum in question from the first currency into the second currency
and (y) the rate or rates of exchange at which such person may in the
ordinary course of business purchase the first currency with the second
currency at the time of receipt of the sum paid to it in satisfaction, in whole
or in part, of any such order, judgment, claim or proof.


 


28.                               PAYMENTS


 


28.1        Payment to the Facility Agent


 


On each date on which this Agreement requires an amount to be paid by
any Obligor or any of the Lenders under this Agreement, such Obligor or, as the
case may be, such Lender shall make the same available to the Facility Agent by
payment in same day funds (or such other funds as may for the time being be
customary for the settlement of transactions in the relevant currency) to such
account or bank as the Facility Agent (acting reasonably) may have specified
for this purpose and any such payment which is made for the account of another
person shall be made in time to enable the Facility Agent to make available
such person’s portion of it to such other person in accordance with Clause 28.2
(Same Day Funds).


 


28.2        Same Day Funds


 


Save as otherwise provided in this Agreement, each payment received by
the Facility Agent for the account of another person shall be made available by
the Facility Agent to such other person (in the case of a Lender, for the
account of its Facility Office) for value the same day by transfer to such
account of such person with such bank in a Participating Member State or London
(or for payments in Dollars, in the applicable financial centre) as such person
shall have previously notified to the Facility Agent for this purpose.


 


28.3        Clear Payments


 


Any payment required to be made by any Obligor under this Agreement
shall be calculated without reference to any set-off or counterclaim and shall
be made free and clear of, and without any deduction for or on account of, any
set-off or counterclaim.


 


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28.4        Partial Payments


 


If the Facility Agent receives a payment that is insufficient to
discharge all the amounts then due and payable by any Obligor under the Finance
Documents, the Facility Agent shall, unless otherwise instructed by an
Instructing Group, apply that payment towards the obligations of that Obligor
under the Finance Documents in the following order:


 


(a)                                  first, in payment in or towards payment pro rata of any unpaid fees, costs and
expenses incurred by the Facility Agent under the Finance Documents;


 


(b)                                  secondly, in or towards payment pro rata of any accrued interest or
commission due but unpaid under any Finance Document;


 


(c)                                  thirdly, in or towards payment pro rata of any principal due but unpaid
under any Finance Document; and


 


(d)                                  fourthly, in or towards payment pro rata of any other sum due but unpaid
under the Finance Documents,


 


and such application shall override any appropriation made by an
Obligor.


 


28.5        Indemnity


 


Where a sum is to be paid under the Finance Documents to the Facility
Agent for the account of another person, the Facility Agent shall not be obliged
to make the same available to that other person (or to enter into or perform
any exchange contract in connection therewith) until it has been able to
establish to its satisfaction that it has actually received such sum, but if it
does so and it proves to be the case that it had not actually received such
sum, then the person to whom such sum (or the proceeds of such exchange
contract) was (or were) so made available shall on request refund the same to
the Facility Agent, together with an amount sufficient to indemnify and hold
harmless the Facility Agent from and against any cost or loss it may have
suffered or incurred by reason of its having paid out such sum (or the proceeds
of such exchange contract) prior to its having received such sum.  This indemnity shall only apply to the
Obligors with effect from the Merger Closing Date.


 


28.6        Notification of Payment


 


Without prejudice to the liability of each party to this Agreement to
pay each amount owing by it under this Agreement on the due date therefor,
whenever a payment is expected to be made by any of the Finance Parties or the
Facility Agent shall give notice prior to the expected date for such payment,
notify all such Finance Parties of the amount, currency and timing of such
payment.


 


28.7        Business Days


 


(a)                                  Any payment which is due to be made on a day
that is not a Business Day shall be made on the immediately succeeding Business
Day in the same calendar month (if there is one) or the immediately preceding
Business Day (if there is not).


 


(b)                                  During any extension of the due date for
payment of any principal or an Unpaid Sum under this Agreement, interest is
payable on such amount at the rate payable on the original due date.


 


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29.                               SET-OFF


 


29.1        Right to Set-off


 


With effect from the Merger Closing Date, each of the Obligors
authorises each Lender to apply any credit balance to which such Obligor is
entitled on any account of such Obligor with that Lender in satisfaction of any
sum due and payable from such Obligor to such Lender under this Agreement but
unpaid; for this purpose, each Lender is authorised to purchase with the moneys
standing to the credit of any such account such other currencies as may be
necessary to effect such application.


 


29.2        No Obligation


 


No Lender shall be obliged to exercise any right given to it by Clause
29.1 (Right to Set-Off).


 


30.                               SHARING
AMONG THE FINANCE PARTIES


 


30.1        Payments to Finance Parties


 


If a Finance Party (a “Recovering
Finance Party”) receives or recovers any amount from any Obligor
other than in accordance with Clause 28 (Payments)
and applies that amount to a payment due under the Finance Documents then:


 


(a)                                  the Recovering Finance Party shall, within 3
Business Days, notify details of the receipt or recovery to the Facility Agent;


 


(b)                                  the Facility Agent shall determine whether
the receipt or recovery is in excess of the amount the Recovering Finance Party
would have been paid had the receipt or recovery been received or made by the
Facility Agent and distributed in accordance with Clause 28.4 (Partial Payments), without taking account
of any tax which would be imposed on the Facility Agent in relation to the
receipt, recovery or distribution; and


 


(c)                                  the Recovering Finance Party shall, within 3
Business Days of demand by the Facility Agent, pay to the Facility Agent an
amount (the “Sharing
Payment”) equal to such
receipt or recovery less any amount which the Facility Agent determines may be
retained by the Recovering Finance Party as its share of any payment to be
made, in accordance with Clause 28.4 (Partial
Payments).


 


30.2        Redistribution of Payments


 


The Facility Agent shall treat the Sharing Payment as if it had been
paid by the relevant Obligor and shall distribute it between the Finance
Parties (other than the Recovering Finance Party) in accordance with Clause
28.4 (Partial Payments).


 


30.3        Recovering Finance Party’s Rights


 


(a)                                  On a distribution by the Facility Agent under
Clause 30.2 (Redistribution of Payments),
the Recovering Finance Party will be subrogated to the rights of the Finance
Parties which have shared in the redistribution.


 


(b)                                  If and to the extent that the Recovering
Finance Party is not able to rely on its rights under paragraph (a) above,
the relevant Obligor shall be liable to the Recovering Finance Party for a debt
equal to the Sharing Payment which is immediately due and payable.


 


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30.4        Reversal of Redistribution


 


If any part of the Sharing Payment received or recovered by a Recovering
Finance Party becomes repayable and is repaid by that Recovering Finance Party,
then:


 


(a)                                  each Finance Party which has received a share
of the relevant Sharing Payment pursuant to Clause 30.2 (Redistribution of Payments) shall, upon the request of the Facility
Agent, pay to the Facility Agent for account of that Recovering Finance Party
an amount equal to its share of the Sharing Payment (together with an amount as
is necessary to reimburse that Recovering Finance Party for its share of any
interest on the Sharing Payment which that Recovering Finance Party is required
to pay); and


 


(b)                                  that Recovering Finance Party’s rights of
subrogation in respect of any reimbursement shall be cancelled and the Parent
or the relevant Obligor will be liable to the reimbursing Finance Party for the
amount so reimbursed.


 


30.5        Exceptions


 


(a)                                  This Clause 30 shall not apply to the extent
that the Recovering Finance Party would not, after making any payment pursuant
to this Clause, have a valid and enforceable claim against the relevant
Obligor.


 


(b)                                  A Recovering Finance Party is not obliged to
share with any other Finance Party under this Clause 30, any amount which the
Recovering Finance Party has received or recovered as a result of taking legal
or arbitration proceedings, if:


 


(i)                                    it notified such other Finance Party of the
legal or arbitration proceedings; and


 


(ii)                                such other Finance Party had an opportunity
to participate in those legal or arbitration proceedings but did not do so as
soon as reasonably practicable having received notice of it or did not take
separate legal or arbitration proceedings.


 


31.                               CALCULATIONS
AND ACCOUNTS


 


31.1        Day Count Convention


 


Interest and commitment commission shall accrue from day to day and
shall be calculated on the basis of a year of 365 days (in the case of amounts
denominated in Sterling) or 360 days (in the case of amounts denominated in any
other currency) (as appropriate or, in any case where market practice differs,
in accordance with market practice) and the actual number of days elapsed and
any Tax Deductions required to be made from any payment of interest shall be
computed and paid accordingly.


 


31.2        Reference Banks


 


Save as otherwise provided in this Agreement, on any occasion a
Reference Bank or Lender fails to supply the Facility Agent with an interest
rate quotation required of it under the foregoing provisions of this Agreement,
the rate for which such quotation was required shall be determined from those
quotations which are supplied to the Facility Agent.


 


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31.3        Maintain Accounts


 


Each Lender shall maintain in accordance with its usual practice
accounts evidencing the amounts from time to time lent by and owing to it under
this Agreement.


 


31.4        Control Accounts


 


The Facility Agent, acting for this purpose as an agent of the Obligors,
shall maintain on its books a control account or accounts in which shall be
recorded:


 


(a)                                  the principal amount of any Initial Loan or
Unpaid Sum;


 


(b)                                  the amount of all principal, interest and
other sums due or to become due from each of the Obligors to any of the Lenders
under the Finance Documents and each Lender’s share in it; and


 


(c)                                  the amount of any sum received or recovered
by the Facility Agent under this Agreement and each Lender’s share in it.


 


31.5        Prima Facie Evidence


 


In any legal action or proceeding arising out of or in connection with
this Agreement, the entries made in the accounts maintained pursuant to
Clause 31.4 (Control Accounts)
shall, in the absence of manifest error, be prima
facie evidence of the existence
and amounts of the specified obligations of the Obligors.  The Obligors may treat each person whose name
is registered in the control accounts pursuant to Clause 31.4 (Control Accounts) as a Lender for all purposes of this
Agreement, notwithstanding notice to the contrary.


 


31.6        Certificate of Finance Party


 


A certificate of a Finance Party as to the amount for the time being
required to indemnify it against any Tax Liability pursuant to Clause 12.3 (Tax Indemnity) or any Increased Cost
pursuant to Clause 13.1 (Increased Costs)
shall, in the absence of manifest error, be prima
facie evidence of the existence and amounts of the specified
obligations of the Borrower.


 


31.7        Certificate of the Facility Agent


 


A certificate of the Facility Agent as to the amount at any time due
from the Borrower under this Agreement (or the amount which, but for any of the
obligations of the Borrower under this Agreement being or becoming void,
unenforceable or ineffective, at any time, would have been due from the
Borrower under this Agreement) shall, in the absence of manifest error, be prima facie evidence for the purposes of
Clause 24 (Guarantee and Indemnity).


 


32.                               ASSIGNMENTS
AND TRANSFERS


 


32.1        Successors and Assignees


 


This Agreement shall be binding upon and enure to the benefit of each
party to this Agreement and its or any subsequent successors, permitted
assignees and Transferees.


 


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32.2        Assignment or Transfers by Obligors


 


Other than pursuant to the requirements of Clause 3.2 (Conditions Subsequent), none of the
rights, benefits and obligations of an Obligor under this Agreement shall be
capable of being assigned or transferred and each Obligor undertakes not to
seek to assign or transfer any of its rights, benefits and obligations under
this Agreement in each case, other than to another Obligor and, in each case,
provided that no Event of Default is continuing or would arise as a result of
such assignment or transfer.


 


32.3        Assignments or Transfers by Lenders


 


(a)                                  Any Lender may, at any time, assign all or
any of its rights and benefits under the Finance Documents in accordance with
Clause 32.4 (Assignments) or
transfer all or any of its rights, benefits and obligations under the Finance
Documents in accordance with Clause 32.5 (Transfer
Deed), subject to the prior approval of the Facility Agent (such
approval not to be unreasonably withheld) and provided that:


 


(i)                                    the prior consultation of the Borrower shall
be required in respect of any assignment or transfer arising as part of the
primary syndication of the Facilities; and


 


(ii)                                the prior consent of the Borrower, in its
sole discretion, is received in respect of any assignment or transfer made
prior to the Merger Closing Date:


 


(1)                                 that is made by an Arranger (or the affiliate
of an Arranger which is a Lender) and that would directly result in the
Arrangers (or the affiliates of the Arrangers which are Lenders) holding, in
the aggregate, less than 50.1% of the Available Facilities); and


 


(2)                                 that is made by an Arranger (or the affiliate
of an Arranger which is a Lender), other than an assignment or transfer to a
Senior Facilities Finance Party,


 


provided that such consent
shall be deemed to have been given if not declined in writing within 10
Business Days of a written request by any Lender to the Borrower.


 


(b)                                  No Lender shall be entitled to:


 


(i)                                    effect any assignment or transfer which
would result in it or the proposed assignee or transferee holding an aggregate
participation of more than zero but less than $1,000,000 in the Facilities,
save that an assignment or transfer may be made to or by a trust, fund or other
non-bank entity which customarily participates in the institutional market
which would result in such entity holding an aggregate participation of at
least $500,000 in the Facilities;


 


(ii)                                in relation to any sub-participation of its
rights and obligations under the Facilities, relinquish some or all of its
voting rights in respect of the Facilities to any person in respect of any such
sub-participation other than voting rights in respect of the matters referred
to in paragraphs (b), (c), (d) or (e) of Clause 38.2 (Consent).


 


(c)                                  If:


 


(i)                                    any sum payable to any Lender by an Obligor
is required to be increased under Clause 12.1 (Tax
Gross-up);


 


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(ii)                                a Lender claims indemnification from the
Borrower under the provisions of Clause 12.3 (Tax
Indemnity) or Clause 13.1 (Increased
Costs); or


 


(iii)                            any Lender becomes a Non-Funding Lender,


 


the Borrower may within 90 days of such requirement or position being
notified to it, request that such Lender assigns or transfers all of its rights
and obligations under this Agreement at par to any person selected by the
Borrower that has agreed to accept such assignment or transfer, and such Lender
shall effect such assignment or transfer within 10 Business Days of such
request.


 


(d)                                  For the purposes of satisfying the minimum
hold requirement set out in paragraph (b) of this Clause 32.3, any
participations held by funds advised and/or managed by a common entity may be
aggregated.


 


(e)                                  Notwithstanding any provision of this Clause
32.3 (Assignments or Transfers by Lenders), no
assignment or transfer shall be effective until the transfer is recorded in the
control accounts pursuant to Clause 31.4 (Control Accounts).


 


32.4        Assignments


 


If any Lender wishes to assign all or any of its rights and benefits
under the Finance Documents, unless and until the relevant assignee has agreed
with the other Finance Parties that it shall be under the same obligations
towards each of them as it would have been under if it had been an original
party to the Finance Documents as a Lender, such assignment shall not become
effective and the other Finance Parties shall not be obliged to recognise such
assignee as having the rights against each of them which it would have had if
it had been such a party to this Agreement.


 


32.5        Transfer Deed


 


(a)                                  If any Lender wishes to transfer all or any
of its rights, benefits and/or obligations under the Finance Documents, such
transfer may be effected by novation through the delivery to the Facility Agent
of a duly completed and duly executed Transfer Deed.


 


(b)                                  The Facility Agent shall only be obliged to
execute a Transfer Deed delivered to it pursuant to paragraph (a) above,
upon its satisfaction with the results of all “know your client” or other
applicable anti-money laundering checks relating to the identity of any person
that it is required to carry out in relation to such Transferee.


 


(c)                                  Upon its execution of the Transfer Deed
pursuant to paragraph (b) above on the later of the Transfer Date
specified in such Transfer Deed and the fifth Business Day after (or such
earlier Business Day endorsed by the Facility Agent on such Transfer Deed
falling on or after) the date of execution of such Transfer Deed by the
Facility Agent:


 


(i)                                    to the extent that in such Transfer Deed the
Lender party to it seeks to transfer its rights, benefits and obligations under
the Finance Documents, each of the Obligors and such Lender shall be released
from further obligations towards one another under the Finance Documents to
that extent and their respective rights against one another shall be cancelled
to that extent (such rights and obligations being referred to in this Clause
32.5 as “discharged rights and
obligations”);


 


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(ii)                                each of the Obligors and the Transferee party
to it shall assume obligations towards one another and/or acquire rights
against one another which differ from the discharged rights and obligations
only insofar as such Obligor and such Transferee have assumed and/or acquired
the same in place of such Obligor and such Lender;


 


(iii)                            the other Finance Parties and the Transferee
shall acquire the same rights and benefits and assume the same obligations
between themselves as they would have acquired and assumed had such Transferee
been an original party to the Finance Documents as a Lender with the rights,
benefits and obligations acquired or assumed by it as a result of such
transfer;


 


(iv)                               all payments due hereunder from any Obligor
shall be due and payable to such Transferee and not to the transferring Lender;
and


 


(d)                                  such Transferee shall become a party to this
Agreement as a Lender.


 


32.6        Transfer Fee


 


On the date upon which a transfer takes effect pursuant to Clause
32.5 (Transfer Deed) the
Transferee in respect of such transfer shall pay to the Facility Agent for its
own account a transfer fee of £1,500 provided that this fee shall not be
payable by any Lender that becomes a party to this Agreement prior to the
completion of the initial syndication of the Facilities.


 


32.7        Disclosure of Information


 


(a)                                  Each of the Facility Agent, the Security
Trustee, the Bookrunners, the Arrangers and the Lenders agrees to maintain the
confidentiality of all information received from the Ultimate Parent or any
member of the Group relating to the Ultimate Parent or any member of the Group
or its business other than any such information that:


 


(i)                                    is or becomes public knowledge other than as
a direct result of any breach of this Clause; or


 


(ii)                                is available to the Facility Agent, the
Security Trustee, the Bookrunners, the Arrangers or such Lender on a
non-confidential basis prior to receipt thereof from the relevant member of the
Group; or


 


(iii)                            is lawfully obtained by any of the Facility
Agent, the Security Trustee, the Bookrunners, the Arrangers or such Lender
after that date of receipt other than from a source which is connected with the
Group and which, as far as the relevant recipient thereof is aware, has not
been obtained in violation of, and is not otherwise subject to, any obligation
of confidentiality.


 


(b)                                  Notwithstanding paragraph (a) of this
Clause 32.7 any Lender may disclose to any of its Affiliates, to any actual or
potential assignee or Transferee, to any person who may otherwise enter into
contractual relations with such Lender in relation to this Agreement or any
person to whom, and to the extent that, information is required to be disclosed
by any applicable Law, such information about the Ultimate Parent, the
Obligors, the Senior Obligors or the Group as a whole as such Lender shall
consider appropriate provided that any such Affiliate, actual or potential
assignee or Transferee or other person who may otherwise enter into contractual
relations in


 


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relation
to this Agreement shall first have entered into a confidentiality undertaking
on substantially the same terms as this Clause 32.7.


 


32.8        No Increased Obligations


 


If:


 


(a)                                  a Lender assigns or transfers any of its
rights or obligations under the Finance Documents or changes its Facility
Office; and


 


(b)                                  as a result of circumstances existing at the
date of the assignment, transfer or change of Facility Office, the Parent or an
Obligor would be obliged to make a payment to the assignee, Transferee or the
Lender acting through its new Facility Office under Clause 12.1 (Tax Gross-Up), 12.3 (Tax Indemnity) or Clause 13 (Increased Costs),


 


then the assignee, Transferee or the Lender acting through its new
Facility Office shall only be entitled to receive payment under those Clauses
to the same extent as the assignor, transferor or the Lender acting through its
previous Facility Office would have been if the assignment, transfer or change
had not occurred.


 


32.9        Notification


 


The Facility Agent shall, within 10 Business Days of receiving a
Transfer Deed or a notice relating to an assignment pursuant to Clause 32.4 (Assignments) or a notice from a Lender or
the giving by the Facility Agent of its consent, in each case, relating to a
change in such Lender’s Facility Office, notify the Borrower of any such
assignment, transfer or change in Facility Office, as the case may be.


 


33.                               COSTS AND
EXPENSES


 


33.1        Transaction Costs


 


The Borrower shall, from time to time no later than 10 Business Days
after demand from the Facility Agent (unless the relevant cost or expense is
being queried by the Borrower in good faith), reimburse the Facility Agent, the
Security Trustee and each of the Arrangers for all reasonable out-of-pocket
costs and expenses (including reasonable legal fees and disbursements of legal
counsel, any value added tax thereon and all travel and other reasonable
out-of-pocket expenses) incurred by them in connection with the negotiation,
preparation, execution, perfection, printing and distribution of the Finance
Documents and the completion of the transactions therein contemplated and the
syndication of the Facilities (including publicity expenses) up to the levels
agreed with the Borrower.


 


33.2                        Extended Term Loan and Exchange Note Costs


 


The Borrower shall, from time to time no later than 10 Business Days
after demand from the Facility Agent (unless the relevant cost or expense is
being queried by the Borrower in good faith), reimburse the Facility Agent, the
Security Trustee, the Exchange Note Trustee and each of the Arrangers for all
reasonable out-of-pocket costs and expenses (including reasonable legal fees
and disbursements of legal counsel, any value added tax thereon and all travel
and other reasonable out-of-pocket expenses) incurred by them in connection
with the negotiation, preparation, execution, perfection, printing and
distribution of the Extended Term Loan Credit Agreement (and any related
document referred to therein) and the Exchange Documents, and the completion of
the transactions contemplated therein (other than in respect of any NTL High
Yield Notes).


 


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33.3        Preservation and Enforcement Costs


 


The Borrower shall, from time to time on demand of the Facility Agent,
reimburse each Finance Party for all third party costs and expenses (including
legal fees and any value added tax thereon) incurred in or in connection with
the preservation and/or enforcement of any of the rights of such Finance Party
under the Finance Documents provided that any such costs and expenses incurred
in connection with the preservation of such rights are reasonable.


 


33.4        Stamp Taxes


 


The Borrower shall pay all stamp, registration, documentary and other
taxes (including any penalties, additions, fines, surcharges or interest
relating thereto) to which any of the Finance Documents or any judgment given
in connection therewith is or at any time may be subject and shall with effect
from the Merger Closing Date and from time to time thereafter within 10
Business Days of demand from the Facility Agent, indemnify the Finance Parties
against any liabilities, costs, claims and expenses resulting from any failure
to pay or any delay in paying those taxes. 
The Facility Agent shall be entitled (but not obliged) to pay those
taxes (whether or not they are its primary responsibility) and to the extent
that it does so claim under this Clause 33.3.


 


33.5        Amendments, Consents and Waivers


 


If an Obligor requests any amendment, consent or waiver in accordance
with Clause 38 (Amendments), the
relevant Obligor shall, on demand of the Facility Agent, reimburse the Finance
Parties for all third party costs and expenses (including legal fees) incurred
by any of the Finance Parties in responding to or complying with such request.


 


33.6        Lenders’ Indemnity


 


If any Obligor fails to perform any of its obligations under this Clause
38, each Lender shall indemnify and hold harmless each of the Facility Agent,
the Arrangers and/or the Security Trustee from and against its Proportion (as
determined at all times for these purposes in accordance with paragraph (c) of
the definition of “Proportion”) of any loss incurred by any of them as a result
of such failure and the relevant Obligor shall forthwith reimburse each Lender
for any payment made by it pursuant to this Clause.


 


33.7        Value Added Tax


 


(a)                                  All amounts expressed to be payable under any
Finance Document by any Obligor to a Finance Party shall be exclusive of any
VAT.  If VAT is chargeable on any supply
made by a Finance Party to any Obligor under any Finance Document (whether that
supply is taxable pursuant to the exercise of an option or otherwise), the
relevant Finance Party shall provide a VAT invoice to the Obligor and that
Obligor shall pay to that Finance Party (in addition to and at the same time as
paying that consideration) the VAT as further consideration.


 


(b)                                  No payment or other consideration to be made
or furnished to any Obligor pursuant to or in connection with any Finance
Document may be increased or added to by reference to (or as a result of any
increase in the rate of) any VAT which shall be or may become chargeable in
respect of any taxable supply.


 


(c)                                  Where a Finance Document requires any party
to reimburse a Finance Party for any costs or expenses, that party shall also
pay any amount of those costs or expenses incurred referable to VAT chargeable
thereon.


 


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34.                               REMEDIES AND
WAIVERS


 


No failure to exercise, nor any delay in exercising, on the part of the
Finance Parties or any of them, any right or remedy under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right or remedy prevent any further or other exercise thereof or the exercise
of any other right or remedy.  The rights
and remedies provided in this Agreement are cumulative and not exclusive of any
rights or remedies provided by Law.


 


35.                               NOTICES AND
DELIVERY OF INFORMATION


 


35.1        Writing


 


Each communication to be made under this Agreement shall be made in
writing and, unless otherwise stated, shall be made by fax, telex or letter.


 


35.2        Giving of Notice


 


Any communication or document to be made or delivered by one person to
another pursuant to this Agreement shall in the case of any person other than a
Lender (unless that other person has by 10 Business Days’ written notice to the
Facility Agent specified another address) be made or delivered to that other
person at the address identified with its signature below or, in the case of a
Lender, at the address from time to time designated by it to the Facility Agent
for the purpose of this Agreement (or, in the case of a Transferee at the end
of the Transfer Deed to which it is a party as Transferee) and shall be deemed
to have been made or delivered when despatched (in the case of any
communication made by fax) or (in the case of any communication made by letter)
when left at the address or (as the case may be) 5 Business Days after being
deposited in the post postage prepaid in an envelope addressed to it at that
address provided that any communication or document to be made or delivered to
the Facility Agent shall be effective only when received by the Facility Agent
and then only if the same is expressly marked for the attention of the
department or officer identified with the Facility Agent’s signature below (or
such other department or officer as the Facility Agent shall from time to time
specify by not less than 10 Business Days’ prior written notice to the Borrower
for this purpose).


 


35.3        Use of Websites/E-mail


 


(a)                                  An Obligor may (and upon request by the
Facility Agent, shall) satisfy its obligations under this Agreement to deliver
any information in relation to those Lenders (the “Website Lenders”)
who have not objected to the delivery of information electronically by posting
this information onto an electronic website designated by the Borrower and the
Facility Agent (the “Designated
Website”) or by e-mailing
such information to the Facility Agent, if:


 


(i)                                    the Facility Agent expressly agrees that they
will accept communication and delivery of any documents required to be
delivered pursuant to this Agreement by this method;


 


(ii)                                in the case of posting to the Designated
Website, the Borrower and the Facility Agent are aware of the address of, and
any relevant password specifications for, the Designated Website; and


 


(iii)                            the information is in a format previously
agreed between the Borrower and the Facility Agent.


 


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(b)                                  If any Lender (a “Paper Form Lender”)
objects to the delivery of information electronically then the Facility Agent
shall notify the Borrower accordingly and the Borrower shall supply the
information to the Facility Agent (in sufficient copies for each Paper Form Lender)
in paper form.


 


(c)                                  The Facility Agent shall supply each Website
Lender with the address of, and any relevant password specifications for, the
Designated Website following designation of that website by the Borrower and
the Facility Agent.


 


(d)                                  Any Website Lender may request, through the
Facility Agent, one paper copy of any information required to be provided under
this Agreement which is posted onto the Designated Website.  The Borrower shall comply with any such
request within 10 Business Days.


 


(e)                                  Subject to the other provisions of this
Clause 35.3, any Obligor may discharge its obligation to supply more than one
copy of a document under this Agreement by posting one copy of such document to
the Designated Website or e-mailing one copy of such document to the Facility
Agent.


 


(f)                                    For the purposes of paragraph (a) above,
the Facility Agent hereby expressly agrees that:


 


(i)                                    they will accept delivery of documents
required to be delivered under Clause 17 (Financial
Information) by the posting of such documents to the Designated
Website or by email delivery to the Facility Agent; and


 


(ii)                                they have agreed to the format of the
information required to be delivered under Clause 17 (Financial Information).


 


35.4        Electronic Communication


 


(a)                                  Any communication to be made between the
Facility Agent and any Lender under or in connection with the Finance Documents
may be made by electronic mail or other electronic means, if the Facility Agent
and the relevant Lender:


 


(i)                                    agree that, unless and until notified to the
contrary, this is to be an accepted form of communication;


 


(ii)                                notify each other in writing of their
electronic mail address and/or any other information required to enable the
sending and receipt of information by that means; and


 


(iii)                            notify each other of any change to their
address or any other such information supplied by them.


 


(b)                                  Any electronic communication made between the
Facility Agent and a Lender will be effective only when actually received in
readable form and in the case of any electronic communication made by a Lender
to the Facility Agent only if it is addressed in such a manner as the Facility
Agent shall specify for this purpose.


 


35.5        Certificates of Officers


 


All certificates of officers of any company hereunder may be given on
behalf of the relevant company and in no event shall personal liability attach
to such an officer.


 


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35.6        Patriot Act


 


Each Lender subject to the USA Patriot Act (Title 111 of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Act”) hereby notifies the Ultimate Parent and the Borrower
that pursuant to the requirements of the Act, it is required to obtain, verify
and record information that identifies the Ultimate Parent and the other
Obligors and other information that will allow such Lender to identify the
Ultimate Parent and the other Obligors in accordance with the Act.


 


36.                               ENGLISH
LANGUAGE


 


Each communication and document made or delivered by one party to
another pursuant to this Agreement shall be in the English language or
accompanied by a translation of it into English certified (by an officer of the
person making or delivering the same) as being a true and accurate translation
of it.


 


37.                               PARTIAL
INVALIDITY


 


If, at any time, any provision of this Agreement is or becomes illegal,
invalid or unenforceable in any respect under the Law of any jurisdiction, such
illegality, invalidity or unenforceability shall not affect:


 


(a)                                  the legality, validity or enforceability of
the remaining provisions of this Agreement; or


 


(b)                                  the legality, validity or enforceability of
such provision under the Law of any other jurisdiction.


 


38.                               AMENDMENTS


 


38.1        Amendments


 


Except as otherwise provided in this Agreement, the Facility Agent, if
it has the prior written consent of an Instructing Group, and the Obligors
affected thereby, may from time to time agree in writing to amend any Finance
Document or to consent to or waive, prospectively or retrospectively, any of
the requirements of any Finance Document and any amendments, consents or
waivers so agreed shall be binding on all the Finance Parties and the
Obligors.  For the avoidance of doubt,
any amendments relating to this Agreement shall only be made in accordance with
the provisions of this Agreement, notwithstanding any other provisions of the
Finance Documents.


 


38.2        Consent


 


An amendment, consent or waiver relating to the following matters may be
made with the prior written consent of each Lender affected thereby:


 


(a)                                  any increase in the principal amount of any
Commitment of such Lender;


 


(b)                                  a reduction in the proportion of any amount
received or recovered (whether by way of set-off, combination of accounts or
otherwise) in respect of any amount due from any Obligor under this Agreement
to which such Lender is entitled;


 


(c)                                  a decrease in any Applicable Margin for, or
the principal amount of, any Initial Loan or any interest payment, fees or
other amounts due under this Agreement to such Lender from any Obligor or any
other party to this Agreement;


 


(d)                                  any change in the currency of account (other
than a change resulting from the United Kingdom becoming a Participating Member
State);


 


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(e)                                  unless otherwise specified the deferral of
the date for payment of any principal, interest, fee or any other amount due
under this Agreement to such Lender from any Obligor or any other party to this
Agreement;


 


(f)                                    the deferral of the Termination Date, the
Initial Maturity Date or the Extension Date;


 


(g)                                 any reduction to the percentage set forth in
the definition of Instructing Group; or


 


(h)                                 a change to any provision which contemplates
the need for the consent or approval of all the Lenders.


 


38.3        Technical Amendments


 


Notwithstanding any other
provision of this Clause 38 (Amendments),
the Facility Agent may at any time without the consent or sanctions of the
Lenders, concur with the Borrower in making any modifications to any Finance
Document, which in the opinion of the Facility Agent would be proper to make
provided that the Facility Agent is of the opinion that such modification would
not be prejudicial to the position of any Lender and in the opinion of the
Facility Agent such modification is of a formal, minor or technical nature or
is to correct a manifest error.  Any such modification shall be made on
such terms as the Facility Agent may determine, shall be binding upon the
Lenders, and shall be notified by the Borrower to the Lenders as soon as
practicable thereafter.


 


38.4        Guarantees and Security


 


A waiver of issuance or the release of any Guarantor from any of its
obligations under Clause 24 (Guarantee and
Indemnity) or a release of any Security under the Security
Documents, in each case, other than in accordance with the terms of any Finance
Document shall require the prior written consent of Lenders whose Available
Commitments plus Outstandings amount in aggregate to more than 90 per cent. of
the Available Facility plus aggregate Outstandings.


 


38.5        Release of Guarantees and Security


 


(a)                                  Subject to paragraph (b) below, at the
time of completion of any disposal by the Parent or any Obligor of any shares,
the Security Trustee shall (and it is hereby authorised by the other Finance
Parties to) at the request of and cost of the relevant Obligor, execute such
documents as may be required to:


 


(i)                                    release those shares from Security
constituted by any relevant Security Document; and


 


(ii)                                release any person which as a result of that
disposal, ceases to be any Obligor, from any guarantee, indemnity or Security
Document to which it is a party and its other obligations under any other
Finance Document.


 


(b)                                  The Security Trustee shall only be required
under paragraph (a) above to grant the release of any Security on account
of a Disposal as described in that paragraph described in that paragraph if:


 


(i)                                    the disposal is permitted under Clause 20.6 (Disposals) or otherwise with the consent
of an Instructing Group;


 


(ii)                                (to
the extent that any proceeds of that disposal are to be applied in repayment of
the Facilities) the Facility Agent has received (or is satisfied, acting
reasonably, that it will 


 


156

















 


receive immediately following the disposal) the appropriate amount of
those proceeds; and


 


(iii)                            (to the extent that the disposal is to be in
exchange for replacement assets) the Security Trustee has either received (or
is satisfied, acting reasonably, that it will receive immediately following the
disposal) one or more duly executed Security Documents granting Security over
those replacement assets or is satisfied, acting reasonably, that the
replacement assets will be subject to Security pursuant to any existing
Security Documents.


 


38.6        Amendments affecting the Facility Agent


 


Notwithstanding any other provision of this Agreement, the Facility
Agent shall not be obliged to agree to any amendment, consent or waiver if the
same would:


 


(a)                                  amend or waive any provision of Clause 25 (Agents), Clause 33 (Costs and Expenses) or this Clause 38; or


 


(b)                                  otherwise amend or waive any of the Facility
Agent’s rights under this Agreement or subject the Facility Agent to any
additional obligations under this Agreement.


 


38.7        Calculation of Consent


 


Where a request for a waiver of, or an amendment to, any provision of
any Finance Document has been sent by the Facility Agent to the Lenders at the
request of an Obligor, each Lender that does not respond to such request for
waiver or amendment within 30 days after receipt by it of such request (or
within such other period as the Facility Agent and the Borrower shall specify),
shall be excluded from the calculation in determining whether the requisite
level of consent to such waiver or amendment was granted.


 


38.8                        Effect of
Baseball Acquisition


 


It is hereby agreed that
upon closing of the Baseball Acquisition (other than where the Baseball
Acquisition is financed or refinanced through a Stand Alone Baseball Financing)
or the Alternative Baseball Acquisition, each of the thresholds or baskets set
out in the following provisions of this Agreement shall be deemed to be
increased to the amounts as set out below, in each case, with immediate effect
and without further consent or notice to the Finance Parties or any other
person:


 


(a)                                  the
threshold contained in paragraphs (a)(i) and (a)(iii) of Clause 8.2 (Repayment from Net Proceeds) shall be increased from £30
million to £35 million;


 


(b)                                  the
general basket contained in paragraph (o) of Clause 20.2 (Negative
Pledge) shall be increased from £300 million to £330 million and the
sub-basket relating thereto shall be increased from £250 million to £275
million;


 


(c)                                  the
general basket contained in paragraph (s) of Clause 20.3 (Loans and
Guarantees) shall be increased from £75 million to £85 million;


 


(d)                                  the
basket contained in paragraph (g)(ii) of Clause 20.4 (Financial
Indebtedness) shall be increased from £75 million to £85 million;


 


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(e)                                  the
basket contained in paragraph (k) of Clause 20.4 (Financial
Indebtedness) shall be increased from £150 million to £165 million;


 


(f)                                    the
general basket contained in paragraph (n) of Clause 20.4 (Financial
Indebtedness) shall be increased from £300 million to £330 million;
and


 


(g)                                 the
basket contained in paragraph (i) of Clause 20.6 (Disposals)
shall be increased from £300 million to £330 million.


 


39.                               DELIVERY OF
STRUCTURE NOTICE; STRUCTURE 2 BRIDGE FACILITY AGREEMENT


 


39.1                        Delivery
of Structure Notice


 


Simultaneously with delivery of the Structure
Notice to the Bookrunners in accordance with the terms of the Commitment
Letter, the Ultimate Parent shall deliver (or shall procure that the Company shall deliver) a copy of that Structure
Notice to the Facility Agent.  Promptly
upon receipt of the Structure Notice, the Facility Agent shall notify each of
the other Finance Parties of such receipt together with details of the
Structuring Date.  Once given, the
Structure Notice shall be irrevocable.


 


39.2                        Structure 2
Bridge Facility Agreement


 


(a)                                  On
the date that the Ultimate Parent delivers the Structure Notice to the Facility
Agent in accordance with Clause 39.1 (Delivery of Structure
Notice) above (the “Delivery Date”),
upon confirmation by the Ultimate Parent to the Facility Agent that each of the
steps required to complete the structure set out on the page headed “Second Alternative (Structure 2) — Final Structure)) of the Steps Paper have been (or will,
simultaneously with the making of the loans under the Structure 2 Bridge
Facility Agreement, be) completed, this Agreement shall, immediately following
the prepayment of the Initial Loans in accordance with Clause 8.7 (Repayment in Connection with Structure 2), terminate and be
immediately replaced by the Structure 2 Bridge Facility Agreement.


 


(b)                                  By
its execution of this Agreement, any Accession Notice or Transfer Deed, each of
the parties to this Agreement (excluding the Tranche B Lenders) agrees to enter
into the Structure 2 Bridge Facility Agreement on the Delivery Date.  The Ultimate Parent shall procure that NTL
Cable (i) enters into the Structure 2 Bridge Facility Agreement on the
Delivery Date and (ii) satisfies (or procures the satisfaction of) each
condition precedent to borrowing under the Structure 2 Bridge Facility
Agreement.


 


(c)                                  The
provisions of this Clause 39.2 shall be without prejudice to the rights,
obligations, representations, covenants and other provisions of any other
Finance Document existing as of the Delivery Date.  Each such Finance Document (other than the
Security Documents, which shall terminate and be replaced by the Security
Documents required to be entered into pursuant to the Structure 2 Bridge
Facility Agreement) shall remain in full force and effect as against each of
the parties thereto and any references contained in such Finance Documents to
this Agreement shall thereafter be deemed to be references to the Structure 2
Bridge Facility Agreement.


 


40.                               THIRD PARTY
RIGHTS


 


(a)                                  A person which is not a party to this
Agreement (a “third
party”) shall have no right
to enforce any of its provisions except that:


 


158

















 


(i)                                    a third party shall have those rights it
would have had if the Contracts (Rights of Third Parties) Act 1999 had not come
into effect; and


 


(ii)                                each of Clause 12.3 (Tax Indemnity), Clause 13 (Increased Costs) and Clause 25.9(b) (Exclusion of Liability) shall be
enforceable by any third party referred to in such clause as if such third
party were a party to this Agreement.


 


(b)                                  The parties to this Agreement may without the
consent of any third party vary or rescind this Agreement.


 


41.                               COUNTERPARTS


 


This Agreement may be executed in any number of counterparts and all of
such counterparts taken together shall be deemed to constitute one and the same
instrument.


 


42.                               GOVERNING
LAW


 


42.1        Governing Law of Agreement


 


This Agreement shall be
governed by, and construed in accordance with, English Law.


 


43.                               JURISDICTION


 


43.1        Courts


 


Each of the parties to this
Agreement irrevocably agrees for the benefit of each of the Finance Parties
that the courts of England shall have exclusive jurisdiction to hear and
determine any suit, action or proceedings, and to settle any disputes, which
may arise out of or in connection with this Agreement (respectively “Proceedings” and “Disputes”) and, for such purposes,
irrevocably submits to the jurisdiction of such courts.


 


43.2        Waiver


 


Each of the Obligors other than the Borrower
irrevocably waives any objection which it might now or hereafter have to
Proceedings being brought or Disputes settled in the courts of England and
agrees not to claim that any such court is an inconvenient or inappropriate
forum.


 


43.3        Service of Process


 


Each of the Obligors which is not incorporated in England agrees that
the process by which any Proceedings are begun may be served on it by being
delivered in connection with any Proceedings in England, to the Company at its
registered office for the time being. 
The Ultimate Parent shall procure that the Company accepts its appointment
as process agent in respect of each such Obligor and delivers evidence of such
acceptance to the Facility Agent on or prior to the Merger Closing Date.  If the appointment of the Company ceases to
be effective in respect of any of the Obligors the relevant Obligor shall
immediately appoint a further person in England to accept service of process on
its behalf in England and, failing such appointment within 15 days, the
Facility Agent shall be entitled to appoint such person by notice to the
relevant Obligor. Nothing contained in this Agreement shall affect the right to
serve process in any other manner permitted by Law.


 


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43.4        Proceedings in Other Jurisdictions


 


Nothing in Clause 43.1 (Courts)
shall (and shall not be construed so as to) limit the right of the Finance
Parties or any of them to take Proceedings against any of the Obligors in any
other court of competent jurisdiction nor shall the taking of Proceedings in
any one or more jurisdictions preclude the taking of Proceedings in any other
jurisdiction (whether concurrently or not) if and to the extent permitted by
applicable Law.


 


43.5        General Consent


 


Each of the Obligors consents generally in respect of any Proceedings to
the giving of any relief or the issue of any process in connection with such
Proceedings including the making, enforcement or execution against any property
whatsoever (irrespective of its use or intended use) of any order or judgment
which may be made or given in such Proceedings.


 


43.6        Waiver of Immunity


 


To the extent that any Obligor may in any jurisdiction claim for itself
or its assets or revenues immunity from suit, execution, attachment (whether in
aid of execution, before judgment or otherwise) or other legal process and to
the extent that in any such jurisdiction there may be attributed to itself, its
assets or revenues such immunity (whether or not claimed), such Obligor
irrevocably agrees not to claim, and irrevocably waives, such immunity to the
full extent permitted by the laws of such jurisdiction.


 


This Agreement has been entered into on the date stated
at the beginning of this Agreement.


 


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SCHEDULE 13


 


SUMMARY TERMS AND CONDITIONS OF EXTENDED TERM LOANS


 


All capitalized terms used in this Schedule 13 but not defined herein shall have the meanings provided in the Senior Bridge
Facility Agreement (the “Facility Agreement”)
to which this Schedule 13 is attached.


 


	
  Borrower:

  	
   

  	
  NTL Incorporated.

  
	
   

  	
   

  	
   

  
	
  Facility Agent:

  	
   

  	
  The Facility Agent under the Facilities Agreement (the “Agent”).

  
	
   

  	
   

  	
   

  
	
  Lenders:

  	
   

  	
  The Lenders with respect to the Initial Loans which are converted to
  Extended Term Loans pursuant to Clause 4.3 of the Facilities Agreement.

  
	
   

  	
   

  	
   

  
	
  Guarantors:

  	
   

  	
  The obligations of the Borrower in respect of the Extended Term Loans
  will be unconditionally and irrevocably guaranteed, on a senior basis (the “Guarantees”) (i) by the Ultimate Parent, (ii) after
  its formation, by New Intermediate Holdco and (iii) after the merger of
  the Borrower and CCFC, by DRC.

  
	
   

  	
   

  	
   

  
	
  Collateral:

  	
   

  	
  As for the Initial Loans. To the extent practicable under applicable
  law, such security will be governed by the Security Documents, as the same
  may be amended pursuant to Clause 38.1 of the Facilities Agreement (or
  pursuant to the Extended Term Loan Credit Agreement).

  
	
   

  	
   

  	
   

  
	
  Ranking:

  	
   

  	
  The Extended Term Loans (and the guarantees and security in respect
  thereof) will rank pari passu
  with any Exchange Notes. The Extended Term Loans and the Exchange Notes will
  rank pari passu with all senior debt of the Borrower.

  
	
   

  	
   

  	
   

  
	
  Documentation:

  	
   

  	
  The Extended Term Loans will be governed by the Extended Term Loan
  Credit Agreement (the form of which shall be agreed by the Borrower and the
  Agent pursuant to Clause 19.24(a) of the Facilities Agreement), having
  terms and conditions consistent with this Schedule 13.

   

  Upon conversion of the Initial Loans to Extended Term Loans on the
  Extension Date, the Facilities Agreement shall cease to have effect and the
  rights and obligations thereunder shall be substituted with the rights and
  obligations under the Extended Term Loan Credit Agreement. The Borrower
  shall, at the request of the Security Agent, enter into such amendments to

  



 


161

















 


	
   

  	
   

  	
  the Security Documents (and any other outstanding Finance Documents)
  as are reasonably necessary to effect such substitution. Such amendments,
  which shall be reasonably satisfactory to the Agent and the Security Agent,
  shall be effected without the consent of any Lender.

   

  If a Default or Event of Default under the Facilities Agreement shall
  have occurred and be continuing on the Extension Date, any notices given or
  cure periods commenced while the Initial Loans were outstanding shall be
  deemed given or commenced (as of the actual dates thereof) for all purposes
  with respect to the Exchange Term Loans (with the same effect as if the
  Extended Term Loans had been outstanding as of the actual dates thereof).

  
	
   

  	
   

  	
   

  
	
  Exchange of Extended Term Loans for Exchange
  Notes:

  	
   

  	
  Each Lender will have the option at any time or from time to time on
  or after the Extension Date to receive Exchange Notes in exchange for the
  Extended Term Loans of such Lender then outstanding. The principal amount of
  the Exchange Notes will equal 100% of the aggregate principal amount of the
  Extended Term Loans for which they are exchanged. If a default with respect
  to the Extended Term Loans shall have occurred and be continuing on the date
  of such exchange, any notices given or cure periods commenced while the
  Extended Term Loans were outstanding shall be deemed given or commenced (as
  of the actual dates thereof) for all purposes with respect to the Exchange
  Notes (with the same effect as if the Exchange Notes had been outstanding as
  of the actual dates thereof).

  
	
   

  	
   

  	
   

  
	
  Exchange Note Documents /
  Exchange Requests:

  	
   

  	
  The Borrower shall, on or prior to the fifth Business Day following
  the written request (the “Exchange Request”)
  of any Lender (which request may be issued at any time on or after the date
  which is five Business Days prior to the Extension Date):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  execute and deliver, cause each other Obligor to execute and deliver,
  and cause the Exchange Note Trustee to execute and deliver, the Exchange Note
  Indenture if such Exchange Note Indenture has not previously been executed
  and delivered;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  at the request of the Security Agent, enter into such amendments to
  the Security Documents as are reasonably necessary to enable the Exchange
  Note Holders and the Lenders to obtain the benefits thereof to the same
  extent as contemplated with respect to the Lenders in the Security Documents
  on the date of signing, which amendments shall be in form and substance
  reasonably satisfactory to the Security Agent; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)

  	
  execute and deliver to such holder in accordance with

  



 


162

















 


	
   

  	
   

  	
   

  	
   the Exchange Note Indenture an
  Exchange Note bearing interest as set forth therein in exchange for such
  Extended Term Loan dated the date of the issuance of such Exchange Note,
  payable to the order of such holder, in the same principal amount as such
  Extended Term Loan (or portion thereof) being exchanged.  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Exchange Request shall specify the principal amount of the
  Extended Term Loans to be exchanged. Extended Term Loans exchanged for
  Exchange Notes shall be cancelled and the corresponding amount of the
  Extended Term Loans deemed repaid. The Exchange Notes shall be governed by
  and issued in accordance with the terms of the Exchange Note Indenture.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Exchange Note Trustee shall at all times be a corporation
  organized and doing business under the laws of the United States or the State
  of New York, in good standing and having its principal offices in the Borough
  of Manhattan, in The City of New York, which is authorized under such laws to
  exercise corporate trust powers and is subject to supervision or examination
  by federal or state authority and which has a combined capital and surplus of
  not less than $500,000,000.

  
	
   

  	
   

  	
   

  
	
  Maturity:

  	
   

  	
  The tenth anniversary of the Merger Closing Date or, if such date is
  not a Business Day, the Business Day next preceding such date (the “Final Maturity Date”).

  
	
   

  	
   

  	
   

  
	
  Interest:

  	
   

  	
  The unpaid principal amount of each Extended Term Loan (other than
  Fixed Rate Extended Term Loans, which shall bear interest as described under “Fixed
  Rate Extended Tem Loans” below) shall bear interest for the period from and
  including the Extension Date to, but excluding, the earlier of (i) maturity
  thereof (whether by acceleration or otherwise) and (ii) the date of
  exchange for an Exchange Note, at a rate equal to, for the three-month period
  commencing on the Extension Date, the interest rate determined in accordance
  with Clause 9.6(a) of the Facilities Agreement in effect on the day
  immediately preceding the Extension Date plus 50 basis points, which amount
  shall increase by an additional 50 basis points each three-month period
  thereafter; provided that the total interest rate per annum payable shall not
  exceed 11.50%. In no event shall the interest rate on the Extended Term Loans
  exceed the highest rate permitted under applicable law.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Accrued interest on each Extended Term Loan shall be payable in cash (i) in
  arrears on the last day of each three-month period referred to above (or, in
  the case of Fixed Rate Extended Term Loans, semi-annually in arrears), on the
  date on which such Extended Term Loan is exchanged for an Exchange Note as
  contemplated hereby and on the Final Maturity Date, (ii) on the date of
  any prepayment (on the amount prepaid), (iii) at

  



 


163

















 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   maturity (whether by
  acceleration or otherwise), and (iv) after maturity, on demand; provided
  that interest accrued pursuant to “Default Interest” below shall be
  payable on demand.

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Fixed Rate Extended Term Loans:

  	
   

  	
  At any time and from time to time after the Initial Maturity Date
  each Lender shall have the right, on at least 3 Business Days’ written
  notice, to fix the interest rate on any Extended Term Loans held by it (each
  Extended Term Loan on which the interest rate is so fixed being a “Fixed Rate Extended Term Loan” and each other Extended
  Term Loan being a “Floating Rate Extended
  Term Loan”), at a rate which is equal to the then-applicable
  interest rate.

  
	
   

  	
   

  	
   

  
	
  Default Interest:

  	
   

  	
  After the occurrence and during the continuance of any payment
  default under the Extended Term Loan Credit Agreement, the interest rate will
  increase by 200 basis points.

  
	
   

  	
   

  	
   

  
	
  Voluntary Prepayment of Floating Rate Extended
  Term Loans:

  	
   

  	
  The Borrower may, by giving to the Agent not less than 5 Business
  Days’ prior written notice (or such shorter period as the Lender or Lenders
  whose Extended Term Loans aggregate more than 50% of the aggregate
  outstanding Extended Term Loans (the “Majority Lenders”)
  may agree), prepay the Floating Rate Extended Term Loans in whole or in part
  (but, if in part, being an amount that reduces the principal amount of the
  Floating Rate Extended Term Loans by a minimum amount of $5,000,000 and an
  integral multiple of $1,000,000), together with accrued interest on the
  amount prepaid without premium or penalty but subject to payment of any Break
  Costs.

  
	
   

  	
   

  	
   

  
	
  Voluntary Prepayment of Fixed Rate Extended Term
  Loans:

  	
   

  	
  Each Fixed Rate Extended Term Loan 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 interest rate
  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 Final Maturity Date. The Fixed Rate Extended Term Loans will
  also be subject to tax redemption provisions not less favourable to the
  Borrower than the equivalent provisions applicable to the Existing High Yield
  Notes.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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 applicable to the Existing High
  Yield Notes, up to 35% of the principal amount of the Fixed Rate

  



 


164

















 


	
   

  	
   

  	
  Extended
  Term Loans at a price equal to par plus the interest rate on such Fixed Rate
  Extended Term Loans, 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 manner not less favorable to the Borrower than in respect
  of the Existing High Yield Notes) within 90 days of such Equity Offerings.

  
	
   

  	
   

  	
   

  
	
  Mandatory
  Prepayment / Offer to Prepay:

  	
   

  	
  Substantially
  identical to the Exchange Notes.

  
	
   

  	
   

  	
   

  
	
  Representations and Warranties:

  	
   

  	
  Substantially identical to those in respect of the Initial Loans.

  
	
   

  	
   

  	
   

  
	
  Affirmative Covenants:

  	
   

  	
  Substantially identical to those in respect of the Initial Loans.

  
	
   

  	
   

  	
   

  
	
  Financial Covenants:

  	
   

  	
  None.

  
	
   

  	
   

  	
   

  
	
  Negative Covenants:

  	
   

  	
  Substantially identical to those in respect of the Exchange Notes (as
  described in the Description of Exchange Notes).

  
	
   

  	
   

  	
   

  
	
  Events of Default:

  	
   

  	
  Substantially identical to those in respect of the Exchange Notes (as
  described in the Description of Exchange Notes).

  
	
   

  	
   

  	
   

  
	
  Voting:

  	
   

  	
  Amendments and waivers of the Extended Term Loan Credit Agreement
  (and the other definitive documentation related thereto) will require the
  approval of Lenders and Exchange Note Holders holding more than 50% of the
  outstanding Extended Term Loans and Exchange Notes voting as a single class
  to the extent practicable (other than for certain matters that relate only to
  the terms of the Extended Term Loans or the Exchange Notes, as the case may be),
  except that (a) the consent of each directly affected Lender will be
  required for certain matters, including (i) reductions of principal,
  interest rates and fees and (ii) restrictions of the right of any Lender
  to exchange Extended Term Loans for Exchange Notes (or amendment of the rate
  or terms of such exchange), (b) certain technical amendments may be
  effected solely by the Agent and the Borrower, including amendments to
  correct a manifest error and (c) certain procedural amendments (which do
  not materially affect the rights of any Lender) may be effected solely with
  the consent of the Majority Lenders.

  
	
   

  	
   

  	
   

  
	
  Assignment and Participation of Extended Term
  Loans:

  	
   

  	
  Subject to the prior approval of the Agent (such approval not to be
  unreasonably withheld), the Lenders will have the right to assign Extended
  Term Loans without restriction.

  
	
   

  	
   

  	
   

  
	
  Yield Protection, Taxes and Other Deductions:

  	
   

  	
  Same as under the Facilities Agreement.

  
	
   

  	
   

  	
   

  
	
  Expenses:

  	
   

  	
  Substantially equivalent to the provisions under the Facilities Agreement.

  



 


165

















 


	
  Governing Law and Forum:

  	
   

  	
  New York.

  



 


166






 













 


SCHEDULE 14


 


DESCRIPTION OF EXCHANGE NOTES


 


167

















 


DESCRIPTION OF EXCHANGE NOTES


 


Definitions of certain terms used in this Description of Exchange Notes
may be found below under the heading “Certain Definitions.” For purposes
of this section, the term:


 


•                                          the
“Issuer” refers to NTL Holdings Inc., a corporation incorporated under the laws
of the State of Delaware;


 


•                                          the
“Company” refers to NTL Incorporated, an indirect parent company of the Issuer,
which will guarantee the Notes on a senior basis, and which, along with its
Restricted Subsidiaries is subject to the covenants described in this section;


 


•                                          “Notes”
collectively refers to [the Sterling Notes],[ the Dollar Notes] and [the Euro
Notes] to be issued on the date as of which the Indenture (as defined below) is
dated (the “Closing Date”) and any additional Notes issued in exchange for
loans outstanding under the Bridge Facility, except where the context otherwise
requires; and


 


•                                          “Intermediate
Guarantors” refers to the Company; NTL Holdco LLC (“NTL Sub”), a direct
wholly-owned Subsidiary of the Company; NTL (UK) Group, Inc. (“DRC”), a
Subsidiary of the Issuer and of NTL Sub; and any future U.S. Subsidiary of the
Company of which the Issuer or DRC is itself a Subsidiary, each of which will
guarantee the Notes on a senior basis, with each individually being referred to
as an “Intermediate Guarantor,” and their guarantee being referred to in  this section as an “Intermediate
Guarantee.”


 


Under limited circumstances, other Subsidiaries of the Issuer may be
required to guarantee the Notes. Any such Subsidiary is referred to as an “Additional
Subsidiary Guarantor,” and each such guarantee is referred to in this section as
an “Additional Subsidiary Guarantee.”  The
Company, the other Intermediate Guarantors and the Additional Subsidiary
Guarantors (if any) are each referred to from time to time in this section as
a “Note Guarantor,” and each such guarantee is referred to in this section from
time to time as a “Note Guarantee.”


 


The Issuer will issue the Notes under an Indenture, to be dated as of
[DATE OF ISSUANCE] (the “Indenture”), among the Issuer, the Intermediate
Guarantors and [TRUSTEE], as Trustee (the “Trustee”), a copy of which is
available from the Issuer upon request. The Indenture contains provisions which
define your rights under the Notes. In addition, the Indenture governs the
obligations of the Issuer, the Intermediate Guarantors, each Additional
Subsidiary Guarantor and the Trustee under the Notes. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture
by reference to the U.S. Trust Indenture Act of 1939, as amended.


 


Overview of the Notes and the Note Guarantees


 


The Notes:


 


•                                          will
be senior obligations of the Issuer;


 


•                                          will
rank equally in right of payment with all existing and future Senior
Indebtedness of the Issuer, including any obligations owed by the Issuer in
respect of its guarantee in favor of the Existing Notes;


 


•                                          will be secured (ratably with loans under the
Bridge Facility and any further exchange notes issued in exchange for such
loans) by first-priority pledges of the Capital Stock of NTL Sub and the
Issuer, and that portion of the Capital Stock of DRC that is held by NTL Sub
(consisting of [•] % of the
outstanding Capital Stock of DRC);


 


•                                          will
be senior in right of payment to all existing and future subordinated
obligations of the Issuer; and


 


•                                          will
be effectively subordinated to all liabilities (including all obligations under
the New Credit Facility and the Existing Notes, any Indebtedness permitted to
be Incurred by a Restricted Subsidiary of the Issuer under the Indenture and
Trade Payables) and Disqualified Stock and Preferred Stock of each Subsidiary
of the Issuer.


 

















 


The Intermediate Guarantee of each Intermediate Guarantor:


 


•                                          will
be a senior obligation of such Intermediate Guarantor;


 


•                                          will
rank equally in right of payment with all existing and future senior
indebtedness of such Intermediate Guarantor;


 


•                                          will
be senior in right of payment to all existing and future Subordinated
Obligations of such Intermediate Guarantor;


 


•                                          will be secured (ratably with loans under the
Bridge Facility and any further exchange notes issued in exchange for such
loans) by first-priority pledges of the Capital Stock of NTL Sub and the
Issuer, and that portion of the Capital Stock of DRC that is held by NTL Sub
(consisting of [•] % of the
outstanding Capital Stock of DRC); and


 


•                                          will
be effectively subordinated to all liabilities (including all obligations under
the New Credit Facility and the Existing Notes, any Indebtedness permitted to
be Incurred by a Restricted Subsidiary of such Intermediate Guarantor under the
Indenture and Trade Payables) and Disqualified Stock and Preferred Stock of
each Subsidiary of such Intermediate Guarantor.


 


Principal, Maturity and Interest


 


[The Sterling Notes are being initially offered in the aggregate
principal amount of £[•] million and will be
issued in minimum denominations of £50,000 and integral multiples of £1,000.]
[The Dollar Notes are being initially offered in an aggregate principal amount
of $[•] million
and will be issued in minimum denominations of $100,000 and integral multiples
of $1,000.] [The Euro Notes are being initially offered in the aggregate principal
amount of €[•] million
and will be issued in minimum denominations of €50,000 and integral multiples
of €1,000.]  The
Notes will mature on March 3, 2016.


 


[Interest on the Sterling Notes will accrue at the rate of [•]%
per annum.]   [Interest on the Dollar
Notes will accrue at the rate of [•]% per annum.]  [Interest on the Euro Notes will accrue at
the rate of [•]% per annum.] 
[INSERT FIXED RATE PER ANNUM EQUAL TO THE FLOATING RATE IN EFFECT AT THE
TIME OF EXCHANGE OF ANY EXTENDED TERM LOAN FOR SUCH NOTE]. Each Note we issue
will bear interest beginning on the date of issuance thereof, or from the most
recent date to which interest has been paid or provided for. The Issuer will
pay interest semi-annually in arrears to Holders of Notes of record at the
close of business on [INSERT FIRST RECORD DATE] and [INSERT SECOND RECORD DATE]
immediately preceding the interest payment date on [INSERT FIRST INTEREST
PAYMENT DATE] and [INSERT SECOND INTEREST PAYMENT DATE] of each year. The
Issuer will begin paying interest to Holders of Notes on [•]. Interest
on the Notes will be computed on the basis of a 360-day year of twelve 30-day
months.


 


Indenture May Be Used for Future
Issuances


 


From time to time, the Issuer may issue Notes under this Indenture
in exchange for loans under the Bridge Facility. All of the Notes will have
identical terms and conditions except for their interest rates, dates of
issuance, optional redemption prices and currency, and as except otherwise
required by the terms of the Bridge Facility governing the issuance of Exchange
Notes. Each issuance of Notes issued in exchange for loans under the Bridge
Facility will be issued as a separate series under the Indenture and will
have a separate CUSIP or common code or ISIN, as applicable, unless fungible
for US federal tax purposes and capable of being assigned the same CUSIP or
common code or ISIN, as applicable (in which case they shall be treated as
belonging to the same series). All Notes may be treated as a single class and
may vote on all matters together except as described under the caption “Amendment,
Supplement and Waiver.”


 


Paying Agents and Registrar


 


The Trustee will initially act as Paying Agent and Registrar for the
Notes. In addition, if and for so long as any such Notes are listed on the
[Stock Exchange](1) and the rules of such exchange so require, the
Issuer shall have appointed a Person located in [              ]
reasonably acceptable to the Trustee as an additional paying agent and transfer
agent for the Notes. The


 






(1)  To be decided by the Issuer and
consist of the London Stock Exchange, the Irish Stock Exchange, the Luxembourg
Stock Exchange, or another stock exchange reasonably acceptable to the Joint
Bookrunners under the Bridge Facility.


 


2

















 


Issuer may change the Paying Agent or Registrar for the Notes
without prior notice to the Holders of such Notes. However, if and for so long
as the Notes are listed on the [Stock Exchange] and the rules of such
exchange so require, the Issuer will publish notice of the change in the Paying
Agent and Registrar in a daily newspaper with general circulation in
[              ].


 


The Issuer undertakes that it will ensure that it maintains a paying
agent in a Member State that will not be obliged to withhold or deduct tax
pursuant to the European Union Directive 2003/48/EC regarding the taxation of
savings income (the “Directive”).


 


Optional Redemption


 


Except as set forth under “—Make-Whole Redemption” and “—Equity
Proceeds Redemption” and under the heading “Optional Redemption for Tax
Reasons,” the Issuer may not redeem the Notes prior to March 3, 2011.
On or after this date, the Issuer may redeem the Notes, in whole or in
part, on not less than 30 nor more than 60 days’ prior notice, at a redemption
price equal to 100% of the principal amount thereof plus accrued interest plus
a premium equal to 50% of the annual interest rate applying to such Note, which
premium shall decline ratably on each yearly anniversary to zero two years
before the maturity of the Notes.


 


Make-Whole Redemption


 


The Issuer may also choose to redeem the Notes prior to March 3,
2011, in whole or in part, on not less than 30 nor more than 60 days’
prior notice, by paying a redemption price equal to the sum of:


 


(a)                                  100% of the principal
amount of the Notes to be redeemed, plus


 


(b)                                 the Applicable
Premium,


 


plus accrued and unpaid interest thereon, if any, to the redemption
date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date).


 


Equity Proceeds Redemption


 


Prior to March 3, 2009, the Issuer may, on one or more occasions,
redeem up to a maximum of 35% of the original aggregate principal amount of
each series of Notes (calculated giving effect to any issuance of
Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings.
The redemption price of the Sterling Notes is equal to [100 PLUS THE FIXED RATE
APPLICABLE THERETO]% of the principal amount thereof, and the redemption price of
the Dollar Notes and Euro Notes is equal to [100 PLUS THE FIXED RATE APPLICABLE
THERETO]% of the principal amount thereof, each plus accrued and unpaid
interest thereon, if any, to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date); provided,
however, that:


 


(1)                                  after giving effect
to any such redemption at least 65% of the original aggregate principal amount
of such series of the Notes (calculated giving effect to any issuance of
Additional Notes) remains outstanding; and


 


(2)                                  any such redemption
by the Issuer must be made within 120 days of such Equity Offering and
must be made in accordance with certain procedures set forth in the Indenture.


 


Payments of Additional Amounts


 


All payments made under or with respect to the Notes or the Note
Guarantees shall be made free and clear of, and without withholding or
deduction for or on account of, any present or future tax, duty, levy, impost,
assessment or other governmental charge (including related penalties, interest
and other liabilities) (hereinafter, “Taxes”) imposed or levied by or on behalf
of the government of the United Kingdom, the United States or any political
subdivision or any authority or agency therein or thereof having power to tax,
or any other jurisdiction in which the Issuer or any Note Guarantor is
organized or is otherwise resident for tax purposes, or any jurisdiction from
or through which payment is made (each, a “Relevant Taxing Jurisdiction”),
unless the Issuer or any Note Guarantor is required to withhold or deduct Taxes
by law or by the interpretation or administration thereof.


 


If the Issuer or a Note Guarantor is so required to withhold or deduct
any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction
from any payment made under or with respect to the Notes or the Note
Guarantees, the Issuer


 


3

















 


or the applicable Note Guarantor shall pay such additional amounts (“Additional
Amounts”) as may be necessary so that the net amount received by the
Holders and beneficial owners (including Additional Amounts) after such
withholding or deduction will not be less than the amount the Holders and
beneficial owners would have received if such Taxes had not been withheld or
deducted; provided, however, that the foregoing obligation to
pay Additional Amounts does not apply to:


 


(1)                                  any Taxes that would
not have been so imposed but for the existence of any present or former
connection between the relevant Holder or beneficial owner (or between a
fiduciary, settlor, beneficiary, member or shareholder of, or possessor of
power over, the relevant Holder or beneficial owner, if the relevant Holder or
beneficial owner is an estate, nominee, trust, partnership or corporation) and
the Relevant Taxing Jurisdiction (other than the mere receipt of such payment
or the ownership or holding of such Note);


 


(2)                                  any estate,
inheritance, gift, sales, excise, transfer, personal property Tax or similar
Tax;


 


(3)                                  any Taxes which are
payable otherwise than by withholding from payments of (or in respect of)
principal of, or any premium or interest on, the Notes;


 


(4)                                  any Taxes that are
imposed or withheld by reason of the failure to comply by the Holder or the
beneficial owner of a Note with a request by the Issuer addressed to the Holder
or such beneficial owner (A) to provide information concerning the
nationality, residence, identity or present or former connection with a
Relevant Taxing Jurisdiction of the Holder or such beneficial owner or (B) to
make any declaration or other similar claim or satisfy any certification,
information or reporting requirement, which, in the case of (A) or (B), is
required or imposed by a statute, treaty, regulation or administrative practice
of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of
such Tax;


 


(5)                                  any withholding or
deduction imposed on a payment to an individual required to be made pursuant to
the Directive or any law implementing, or introduced in order to conform to,
such Directive; or


 


(6)                                  any combination of
items (1), (2), (3), (4) and (5) above.


 


The Issuer or such Note Guarantor also will not be required to pay
Additional Amounts:


 


(a)                                  if the payment could
have been made without deduction or withholding if the beneficiary of the
payment had presented the Note for payment within 30 days after the date
on which such payment or such Note became due and payable or the date on which
payment thereof is duly provided for, whichever is later (except to the extent
that such beneficiary would have been entitled to Additional Amounts had the
Note been presented on the last day of the 30-day period),


 


(b)                                 with respect to any
payment of principal of (or premium, if any, on) or interest on such Note to
any Holder who is a fiduciary or partnership or any Person other than the sole
beneficial owner of such payment, to the extent that a beneficiary or settlor
with respect to such fiduciary, a member of such a partnership or the
beneficial owner of such payment would not have been entitled to the Additional
Amounts had such beneficiary, settlor, member or beneficial owner been the
actual Holder of such Note, or


 


(c)                                  if the Note is
presented for payments by or on behalf of a Holder or beneficial owner who
would be able to avoid a withholding or deduction by presenting the relevant
Note to another paying agent in a Member State.


 


If the Issuer or any Note Guarantor will be obligated to pay Additional
Amounts with respect to any payment under or with respect to the Notes or the
relevant Note Guarantee, as applicable, the Issuer or such Note Guarantor, as
applicable, will deliver to the Trustee at least 30 days prior to the date
of that payment (unless the obligation to pay Additional Amounts arises after
the 30th day prior to that payment date, in which case the Issuer or the Note
Guarantor, as applicable, shall notify the Trustee promptly thereafter but in
no event later than two Business Days prior to the date of payment) notice of
payment in the form of an Officer’s Certificate. In either circumstance,
the Officer’s Certificate must state that Additional Amounts will be payable
and the amount so payable. The Officer’s Certificate must also set forth any
other information necessary to enable the paying agent to pay Additional
Amounts to Holders and beneficial owners on the relevant payment date.


 


The Issuer will provide the Trustee with official receipts or other
documentation satisfactory to the Trustee evidencing the payment of the Taxes
with respect to which Additional Amounts are paid. Copies of such receipts and
such other


 


4

















 


documentation shall be made available to Holders upon request and will
be made available at the offices of the [Paying Agent] if the Notes are then
listed on the [Stock Exchange]. The Issuer will attach to such copies an
Officer’s Certificate stating (x) that the amount of withholding Taxes
evidenced by such copies was paid in connection with any payment made under or
with respect to the Notes or any Note Guarantee and (y) the amount of such
withholding Taxes paid per, €1,000, £1,000 or $1,000 of Notes, as applicable.


 


Whenever in this “Description of Notes” there is mentioned, in any
context:


 


•                                          the
payment of principal,


 


•                                          purchase
prices in connection with a purchase of Notes,


 


•                                          interest,
or


 


•                                          any
other amount payable on or with respect to any of the Notes or any Note
Guarantee,


 


that reference shall be deemed to include payment of Additional Amounts
provided for in this section to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof.


 


The Issuer or a Note Guarantor will pay any present or future stamp,
court or documentary taxes or any other excise or property taxes, charges or
similar levies that arise in any jurisdiction from the execution, delivery,
enforcement or registration of the Notes, the Note Guarantees, the Indenture or
any other related document or instrument, or the receipt of any payments with
respect to the Notes or the Note Guarantees, excluding taxes, charges or similar
levies imposed by any jurisdiction that is not a Relevant Taxing Jurisdiction,
and the Issuer will agree to indemnify the Holders or the Trustee for any such
taxes paid by the Holders or the Trustee.


 


The preceding provisions will survive any termination, defeasance or
discharge of the Indenture and shall apply mutatis mutandis
to any jurisdiction in which any successor Person to the Issuer or any Note
Guarantee is organized or any political subdivision or taxing authority or
agency thereof or therein.


 


Optional Redemption for Tax Reasons


 


The Issuer may, at its option, redeem all, but not less than all, of
the then-outstanding Notes at any time upon giving not less than 30 nor more
than 60 days’ notice to the Holders (which notice shall be irrevocable),
at a redemption price equal to 100% of the principal amount thereof, plus
accrued and unpaid interest thereon, if any, to the redemption date (a “Tax
Redemption Date”) and all Additional Amounts, if any, that will become due on
the Tax Redemption Date as a result of such redemption or otherwise (subject to
the right of Holders of record on the relevant record date to receive interest
due on the relevant interest payment date), if the Issuer determines in good
faith that (1) it, or any Note Guarantor, with respect to a Note
Guarantee, as the case may be, has become obligated or, on the occasion of
the next payment due in respect of the Notes, would be obligated to pay
Additional Amounts and (2) the payment obligation cannot be avoided by the
Issuer taking reasonable measures available to it (including making payment
through a paying agent located in another jurisdiction), as a result of:


 


(A)                              any change in, or
amendment to, the laws or treaties (or any regulations, protocols or rulings
promulgated thereunder) of the United States or any other Relevant Taxing
Jurisdiction affecting taxation, which change or amendment becomes effective on
or after the date of issuance of such Note;


 


(B)                                any change in position
regarding the application, administration or interpretation of such laws,
treaties, regulations or rulings (including a holding, judgment or order by a
court of competent jurisdiction), which change, amendment, application or
interpretation becomes effective on or after the date of issuance of such Note;
or


 


(C)                                the issuance of
definitive Notes due to the notification by DTC or each of Euroclear and
Clearstream that it is unwilling or unable to continue to act as, or ceases to
be, a clearing agency in respect of the Notes, if no successor is able to be
appointed by the Issuer within 120 days of the notification. See “Book-Entry;
Delivery and Form.”


 


The notice of redemption may not be given (a) earlier than
120 days prior to the earliest date on which the Issuer would be obligated
to make a payment or withholding if a payment in respect of the Notes were then
due and (b) unless at the


 


5

















 


time such notice is given, such obligation to pay such Additional
Amounts remains in effect. Prior to the publication or, where relevant, mailing
of any notice of redemption of the Notes pursuant to the foregoing, the Issuer
will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel to
the effect that the circumstances referred to above exist. The Trustee shall accept
the Officer’s Certificate and Opinion of Counsel as sufficient evidence of the
satisfaction of the conditions precedent described above.


 


Sinking Fund


 


The Notes will not be entitled to the benefit of any sinking fund.


 


Redemption at Maturity


 


On March 3, 2016, the Issuer will redeem the Notes that have not
been previously redeemed or purchased and canceled at 100% of their principal
amount plus accrued and unpaid interest thereon, if any, to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date).


 


Selection


 


If the Issuer partially redeems any series of the Notes, the
Trustee will select the Notes to be redeemed on a pro rata basis, by lot or by
such other method as the Trustee in its sole discretion shall deem to be fair
and appropriate (and in such manner that complies with applicable legal and
exchange requirements). No Note of £50,000 in original principal amount or less
(in the case of Sterling Notes), $100,000 in original principal amount or less
(in the case of Dollar Notes), or €50,000 in original principal amount or less
(in the case of Euro Notes) will be redeemed in part. If the Issuer redeems any
Note in part only, the notice of redemption relating to such Note shall
state the portion of the principal amount thereof to be redeemed. In case of a
Definitive Registered Note, a new Note in principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof
upon cancellation of the original Note. In case of a global Note, an
appropriate notation will be made on such Note to decrease the principal amount
thereof to an amount equal to the unredeemed portion thereof. On and after the
redemption date, interest will cease to accrue on Notes or portions thereof
called for redemption so long as we have deposited with any paying agent funds
sufficient to pay the principal of, plus accrued and unpaid interest thereon,
if any, on the Notes to be redeemed (subject to the right of Holders of record
on the relevant record date to receive interest due on the relevant interest
payment date).


 


Ranking


 


The Notes will be Senior Indebtedness of the Issuer and will rank
equally in right of payment with all the existing and future Senior
Indebtedness of the Issuer, including any obligations owed by the Issuer in
respect of its guarantee in favor of the Existing Notes. The Notes will be
secured by the Collateral (as defined herein). The Notes will be senior in
right of payment to all existing and future Subordinated Obligations of the
Issuer.


 


Each Intermediate Guarantee will be senior indebtedness of the
applicable Intermediate Guarantor, will be secured by the Collateral, and will
rank equally in right of payment to all existing and future senior indebtedness
of such Intermediate Guarantor and senior in right of payment with all existing
and future Subordinated Obligations of such Intermediate Guarantor. Each
Intermediate Guarantee will be effectively subordinated to all liabilities
(including all obligations under the New Credit Facility and the Existing
Notes, additional Indebtedness permitted to be Incurred by a Restricted
Subsidiary of such Intermediate Guarantor under the Indenture, and Trade
Payables) and Disqualified Stock and Preferred Stock of each Subsidiary of the
Issuer or the applicable Intermediate Guarantor, as the case may be.


 


Intermediate Guarantees


 


Each Intermediate Guarantor will fully and unconditionally guarantee on
a senior unsecured basis the performance and full and punctual payment when
due, whether at Stated Maturity, by acceleration or otherwise, of all
obligations of the Issuer under the Indenture (including obligations to the
Trustee) and the Notes, whether for payment of principal of or interest on or
in respect of the Notes, expenses, indemnification or otherwise. Each
Intermediate Guarantee will be limited to an amount not to exceed the maximum
amount that can be Guaranteed by the relevant Intermediate Guarantor without
rendering such Intermediate Guarantee voidable under applicable law relating to
ultra vires, corporate benefit,
fraudulent conveyance, fraudulent transfer or similar laws affecting the rights
of creditors generally.


 


Any future U.S. Subsidiary of the Company of which the Issuer or DRC is
a Subsidiary will be required to provide an


 


6

















 


Intermediate Guarantee. Each such Subsidiary will be required to do so
by the execution of a supplemental indenture, containing an Intermediate
Guarantee of the Issuer’s payment obligations under the Notes that will become
a part of the Indenture (and is considered such for the purposes of the
Indenture and the Notes).


 


Additional Subsidiary Guarantees


 


Under limited circumstances, other Subsidiaries of the Issuer may be
required to provide Additional Subsidiary Guarantees. Other Subsidiaries may become
Additional Subsidiary Guarantors in the circumstances set forth under “Certain
Covenants—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.”
The circumstances under which a Subsidiary would be required to become an
Additional Subsidiary Guarantor are very limited. Each Additional Subsidiary
Guarantee will be limited to an amount not to exceed the maximum amount that
can be guaranteed by each Additional Subsidiary Guarantor without rendering
such Additional Subsidiary Guarantee voidable under applicable law relating to
ultra vires, corporate benefit, fraudulent conveyance, fraudulent transfer or
similar laws affecting the rights of creditors generally.


 


Release of Additional Subsidiary Guarantees


 


Any Additional Subsidiary Guarantor will automatically and
unconditionally be released from all obligations under its Additional
Subsidiary Guarantee, and such Additional Subsidiary Guarantee shall thereupon
terminate and be discharged and be of no further force or effect, upon the
occurrence of any of the following events:


 


(1)                                  concurrently with any
sale of (x) all of the Capital Stock of the Additional Subsidiary
Guarantor or any parent company of the Additional Subsidiary Guarantor or
(y) all or substantially all of the assets of the Additional Subsidiary
Guarantor, in each case, in compliance with the terms of the Indenture
(including the covenant described under “Certain Covenants—Limitation of Sales
of Assets and Subsidiary Stock”) so long as (a) the Additional Subsidiary
Guarantor is released from its obligations in respect of any other Indebtedness
of the Company, the Issuer or any other Restricted Subsidiary and (b) the
proceeds from such sale are used in compliance with the terms of the Indenture
(including the covenant described under “Certain Covenants—Limitation of Sales
of Assets and Subsidiary Stock”);


 


(2)                                  upon legal or
covenant defeasance of the Issuer’s obligations or satisfaction and discharge
of the Indenture; or


 


(3)                                  upon designation of
the Additional Subsidiary Guarantor as an Unrestricted Subsidiary in accordance
with the terms of the Indenture, including the covenant described under “Certain
Covenants—Designation of Restricted and Unrestricted Subsidiaries.”


 


In addition, any Additional Subsidiary Guarantee shall thereupon
terminate and be discharged and be of no further force or effect at any time
the relevant Additional Subsidiary Guarantor is fully and unconditionally
released (other than as a result of payment thereof) from all the obligations
that resulted in such Additional Subsidiary Guarantor being required to provide
an Additional Subsidiary Guarantee under the covenant described under “Certain
Covenants—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.”


 


Upon
the presentation of an Officer’s Certificate with respect to the occurrence of
an event specified in the preceding paragraph, the Trustee will execute any
documents reasonably required in order to evidence such release, discharge and
termination in respect of the Additional Subsidiary Guarantee.


 


Neither
the Issuer nor any Additional Subsidiary Guarantor will be required to make a
notation on the Notes to reflect any such Additional Subsidiary Guarantee or
any such release, termination or discharge. In the event that any Additional
Subsidiary Guarantor enters into an Additional Subsidiary Guarantee or any
Additional Subsidiary Guarantor is released from its obligations under its
Additional Subsidiary Guarantee at a time when the Notes are listed on the
[Stock Exchange], the Issuer will, to the extent required by the rules of
the [Stock Exchange], publish notice of such Additional Subsidiary Guarantee in
a daily leading newspaper with general circulation in [                  ],
send a copy of such notice to the [Stock Exchange] and deposit a copy of any
new Additional Subsidiary Guarantee with the [Stock Exchange] and the [Paying
Agent].


 


Security


 


The
obligations of the Issuer and the Intermediate Guarantors under the Notes and
the Indenture will be secured


 


7

















 


will
be secured (ratably with loans under the Bridge Facility and any further
exchange notes issued in exchange for such loans) by first-priority pledges of
all of the Capital Stock of NTL Sub and the Issuer, and that portion of the
Capital Stock of DRC that is held by NTL Sub (consisting of [•] % of the outstanding Capital Stock of DRC)
(collectively, together with any other assets that from time to time secure the
Notes and the obligations under the Indenture, the “Collateral”).


 


The
Trustee has, and by accepting a Note, each Holder will be deemed to have,
irrevocably appointed [SECURITY AGENT] as security agent (the “Security Agent”)
to act as its agent and security trustee under the Security Documents) and to
have irrevocably authorized the Security Agent to (i) perform the
duties and exercise the rights, powers and discretions that are specifically
given to it under the Security Documents, together with any other incidental
rights, power and discretions; and (ii) execute each Security Document
expressed to be executed by the Security Agent on its behalf.


 


Repurchase at the Option of the Holders


 


Change of Control


 


Upon the occurrence of any of the following events (each a “Change of
Control”), each Holder will have the right to require the Issuer to purchase
all or any part of such Holder’s Notes at a purchase price in cash equal
to 101% of the principal amount thereof, plus accrued and unpaid interest
thereon, if any, to the date of purchase (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date); provided,
however, that notwithstanding the
occurrence of a Change of Control, the Issuer shall not be obligated to
purchase the Notes pursuant to this section in the event that it has
exercised its right to redeem all of the Notes under the terms of the sections
titled “Optional Redemption”:


 


(1)                                  any “person” or “group”
of related persons (as such terms are used in Sections 13(d) and 14(d) of
the Exchange Act) is or becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Exchange Act, except that for purposes of this clause (1) such
person or group shall be deemed to have “beneficial ownership” of all shares
that such person or group has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 50% of the total voting power of the Company (for the
purposes of this clause (1), such person shall be deemed to beneficially
own any Voting Stock of an entity held by any other entity (the “parent entity”),
if such other person is the beneficial owner (as defined in this
clause (1)), directly or indirectly, of more than 50% of the voting power
of the Voting Stock of such parent entity);


 


(2)                                  during any period of
two consecutive years, individuals who at the beginning of such period
constituted the board of directors of the Company (together with any new directors
whose election to such board of directors or whose nomination for election by
the shareholders of such company was approved by a vote of a majority of the
directors of such company then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
board of directors of the Company, then in office;


 


(3)                                  the adoption of a
plan relating to the liquidation or dissolution of the Company or the Issuer;
or


 


(4)                                  the merger or
consolidation of the Company with or into another Person (other than any NTL
Holding Company or the Issuer) or the merger of another Person (other than any
NTL Holding Company or the Issuer) with or into the Company, any NTL Holding
Company or the Issuer or the sale of all or substantially all the assets of any
NTL Holding Company or the Issuer to another Person (other than any NTL Holding
Company or the Issuer) and, in the case of any such merger or consolidation,
the securities of any NTL Holding Company or the Issuer that are outstanding
immediately prior to such transaction are changed into or exchanged for cash,
securities or Property, unless pursuant to such transaction such securities are
changed into or exchanged for, in addition to any other consideration,
securities of the surviving Person or transferee that represent immediately
after such transaction, at least a majority of the aggregate voting power of
the Voting Stock of the surviving Person or transferee.


 


Notwithstanding the foregoing, a Change of Control shall not be deemed
to have occurred if an NTL Holding Company becomes the ultimate parent of the
Company and, if such NTL Holding Company had been the Company, no Change of
Control would have otherwise occurred; provided,
however, that such NTL Holding Company guarantees the Notes on a
senior basis.


 


8

















 


Repurchase Offer Procedures


 


Within 30 days following any Change of Control giving rise to the
obligations under this covenant or, at the Issuer’s option, at any time prior
to a Change of Control but following the public announcement thereof, the
Issuer shall mail a notice to each Holder with a copy to the Trustee (the “Repurchase
Offer”) stating:


 


(1)                                  that a Change of
Control has occurred and that such Holder has the right to require the Issuer
to repurchase all or a portion of such Holder’s Notes at a purchase price in
cash equal to 101% of the principal amount thereof, plus accrued and unpaid
interest thereon, if any, to the date of repurchase (subject to the right of
Holders of record on the relevant record date to receive interest on the
relevant interest payment date);


 


(2)                                  the circumstances and
relevant facts regarding such Change of Control;


 


(3)                                  if a Change of
Control has been publicly announced but has not occurred at the time such
notice is mailed, that the Repurchase Offer is conditioned on the consummation
of such Change of Control occurring prior to or concurrent with the repurchase;


 


(4)                                  the repurchase date
(which shall be no earlier than 30 days nor later than 60 days from
the date such notice is mailed); and


 


(5)                                  the instructions
determined by the Issuer, consistent with this covenant, that a Holder must
follow in order to have its Notes repurchased.


 


The Issuer will not be required to make a Repurchase Offer upon a
Change of Control if a third party makes the Repurchase Offer in the manner, at
the times and otherwise in compliance with the requirements set forth in the
Indenture applicable to a Repurchase Offer made by the Issuer and purchases all
Notes validly tendered and not withdrawn under such Repurchase Offer. The
Issuer shall not be required to effect more than one Repurchase Offer,
including repurchasing all Notes validly tendered and not withdrawn under such
Repurchase Offer, for each Change of Control.


 


The Issuer will comply with the requirements of Section 14(e) of
the Exchange Act and any applicable securities laws or regulations in
connection with the repurchase of Notes pursuant to this covenant. To the
extent that the provisions of any securities laws or regulations conflict with
provisions of this covenant, the Issuer will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under this covenant by virtue thereof.


 


The provisions under the Indenture obligating the Issuer to make an
offer to repurchase the Notes as a result of a Change of Control may be
waived or modified with the written consent of the Holders of a majority in
aggregate principal amount of the Notes outstanding.


 


Certain Covenants


 


The Indenture will contain covenants including, among others, the
following:


 


Limitation on Indebtedness. (a) The
Company will not, and will not cause or permit any Restricted Subsidiary to,
Incur, directly or indirectly, any Indebtedness; provided, however,
that the Company and any Restricted Subsidiary may Incur Indebtedness if
on the date of such Incurrence and after giving effect thereto the Leverage
Ratio would not exceed 5.5:1.0.


 


(b) Notwithstanding the foregoing paragraph (a), the Company
and any Restricted Subsidiary may Incur the following Indebtedness:


 


(1)                                  Bank Indebtedness in
an aggregate principal amount at any one time outstanding not exceeding
(x) £3,300,000,000 plus (y) following a Permitted Acquisition,
£500,000,000 less any amount of Indebtedness Incurred pursuant to clause (15)
of this paragraph (b); provided, however, that the aggregate principal
amount of all Bank Indebtedness at any one time outstanding pursuant to this
clause (b)(1) shall be permanently reduced by the amount of Net
Available Cash used to prepay, repay, purchase, repurchase, redeem, retire,
defease or otherwise acquire for value Bank Indebtedness (other than Bank
Indebtedness Incurred under any revolving facility in an aggregate amount up to
£100,000,000) pursuant to the covenant described under “—Limitation on Sales of
Assets and Subsidiary Stock,” except to the extent Bank Indebtedness is
subsequently incurred in an aggregate amount outstanding not exceeding such
amount of


 


9

















 


Net Available Cash and all of the proceeds are reinvested in Additional
Assets or used to purchase Notes or prepay, repay, purchase, repurchase,
redeem, retire, defense or otherwise acquire for value other Indebtedness under
the conditions set forth in the covenant described under “—Limitation on Sales
of Assets and Subsidiary Stock;”


 


(2)                                  Indebtedness of the
Company owed to and held by any Restricted Subsidiary or Indebtedness of a
Restricted Subsidiary owed to and held by the Company or any Restricted
Subsidiary; provided, however,
that (A) any subsequent issuance or transfer of any Capital Stock or any
subsequent transfer of such Indebtedness or any other event that results in any
such Indebtedness being held by a Person other than the Company or a Restricted
Subsidiary shall be deemed to constitute the Incurrence of such Indebtedness by
the obligor thereon, (B) if an Intermediate Guarantor is the obligor on
such Indebtedness, such Indebtedness is expressly subordinated for the benefit
of the Holders to the prior payment in full in cash of all obligations with
respect to the relevant Intermediate Guarantee and (C) if the Issuer is
the obligor on such Indebtedness, such Indebtedness is expressly subordinated
for the benefit of the Holders to the prior payment in full in cash of all
obligations with respect to the Notes;


 


(3)                                  Indebtedness (A) represented
by loans outstanding under the Bridge Facility, Notes issued from time to time
in exchange for loans under the Bridge Facility, and Take-out Securities, (B) represented
by the Intermediate Guarantees, and (C) outstanding on the Merger Date
(other than the Indebtedness described in clause (2) of this
paragraph (b));


 


(4)                                  Indebtedness
consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness
described in clauses (3) or (4) of this paragraph (b);


 


(5)                                  Indebtedness of a
Restricted Subsidiary acquired by the Company, the Issuer or any other Restricted
Subsidiary after the Merger Date Incurred and outstanding on or prior to the
date on which such Restricted Subsidiary was acquired by the Company, the
Issuer or any other Restricted Subsidiary (other than Indebtedness Incurred in
contemplation of, in connection with, as consideration in, or to provide all or
any portion of the funds or credit support utilized to consummate, the
transaction or series of related transactions pursuant to which such
Restricted Subsidiary became a Subsidiary of or was otherwise acquired by the
Company, the Issuer or any other Restricted Subsidiary) or any Refinancing
Indebtedness in respect thereof, not exceeding £75 million in the aggregate at
any one time outstanding;


 


(6)                                  Indebtedness (A) in
respect of performance, bid, completion, surety or appeal bonds provided by the
Company, the Issuer and any other Restricted Subsidiary in the ordinary course
of their business and (B) under Interest Rate Agreements and Currency
Agreements entered into for bona fide hedging purposes of the Company, the
Issuer and any other Restricted Subsidiary in the ordinary course of business;


 


(7)                                  Purchase Money
Indebtedness and Capitalized Lease Obligations Incurred after the Merger Date
for the purpose of financing all or any part of the purchase price or cost
of construction or improvement (including the cost of design, development,
construction, acquisition, transportation, installation, improvement and
migration) of assets; provided, however,
that the aggregate principal amount of Indebtedness Incurred pursuant to this
clause (7), together with all other outstanding Indebtedness Incurred
after the Merger Date pursuant to this clause (7), shall not exceed as of
the date of Incurrence the greater of (A) 2.75% of Total Assets and (B) £150 million;


 


(8)                                  (i)  Guarantees
of the Notes, loans under the Bridge Facility or Take-Out Securities, (ii) Guarantees
by a Restricted Subsidiary in favor of the UK Inland Revenue in connection with
the UK tax liability of DRC, (iii) Guarantees of other Indebtedness not
otherwise prohibited by this covenant and (iv) Guarantees of Indebtedness
which by its terms must be Guaranteed if the Notes are Guaranteed;


 


(9)                                  Indebtedness of the
Company, the Issuer or any other Restricted Subsidiary arising from the
honoring by a bank or other financial institution of a check, draft or similar
instrument drawn against insufficient funds in the ordinary course of business;
provided, however,
that such Indebtedness is extinguished within five Business Days of its
Incurrence;


 


(10)                            Indebtedness constituting
reimbursement obligations with respect to letters of credit, bankers’
acceptances or other similar instruments or obligations issued in the ordinary
course of business, including letters of


 


10

















 


credit in respect of workers’ compensation claims or other Indebtedness
Incurred with respect to reimbursement-type obligations regarding workers’
compensation claims and under other similar legislation; provided,
however, that upon the drawing or other
funding of such letters of credit or other instruments or obligations, such
drawings or fundings are reimbursed within 30 days;


 


(11)                            Indebtedness arising from
agreements of the Company, the Issuer or any other Restricted Subsidiary
providing for indemnification, adjustment of purchase price or similar
obligations, in each case, Incurred in connection with the disposition of any
business, assets or Capital Stock of a Subsidiary, other than Guarantees or
other credit support of Indebtedness or other obligations of any Person (other
than the Company or any Restricted Subsidiary) acquiring all or any portion of
such business, assets or Capital Stock or any Affiliate of such Person; provided that such Indebtedness is not reflected on the
balance sheet of the Company, the Issuer or any other Restricted Subsidiary
(contingent obligations referred to in a footnote to financial statements and
not otherwise reflected on the balance sheet will be deemed not to be reflected
on such balance sheet for purposes of this clause (11));


 


(12)                            the Incurrence of
Indebtedness consisting of guarantees of loans or other extensions of credit
made to or on behalf of officers, directors, employees or consultants of the
Company, the Issuer or any other Restricted Subsidiary for the purpose of
permitting such persons to purchase Capital Stock of the Company, the Issuer or
any other Restricted Subsidiary, in an amount not to exceed £10 million at
any one time outstanding;


 


(13)                            the Incurrence of
Indebtedness by a Receivables Subsidiary in a Qualified Receivables Transaction
that is not recourse to the Company, the Issuer or any of their Subsidiaries
(except for Standard Securitization Undertakings) in an amount not to exceed
£300 million at any one time outstanding;


 


(14)                            the accrual of interest,
the accretion or amortization of original issue discount, the payment of
interest on any Indebtedness in the form of additional indebtedness with
the same terms, and the payment of dividends on Disqualified Stock in the form of
additional shares of the same class of Disqualified Stock (where the
payment of such dividends is not part of a financing transaction);


 


(15)                            Indebtedness Incurred for
the purposes of financing the Permitted Acquisition in an aggregate principal
amount on the date of Incurrence not exceeding £500 million less any
amounts Incurred pursuant to clause (1)(y) of this paragraph (b); and


 


(16)                            Indebtedness (other than
Indebtedness permitted to be Incurred pursuant to the foregoing paragraph (a) or
any other clause of this paragraph (b)) in an aggregate principal amount
on the date of Incurrence that, when added to all other Indebtedness Incurred
pursuant to this clause (16) and then outstanding, will not exceed the
greater of (A) 3.0% of Total Assets and (B) £300 million.


 


(c) For purposes of determining the outstanding principal amount
of any particular Indebtedness Incurred pursuant to this covenant:


 


(1)                                  Bank Indebtedness
Incurred on the Merger Date shall be treated as Incurred pursuant to
clause (1) of paragraph (b) above (and may not be
reclassified pursuant to clause (3) of this paragraph (c));


 


(2)                                  Indebtedness
permitted by this covenant need not be permitted solely by reference to one
provision permitting such Indebtedness but may be permitted in part by
one such provision and in part by one or more other provisions of this
covenant permitting such Indebtedness;


 


(3)                                  in the event that
Indebtedness meets the criteria of more than one of the types of Indebtedness
described in this covenant, the Company, in its sole discretion, shall classify
or reclassify from time to time such Indebtedness and only be required to
include the amount of such Indebtedness in one of such clauses (except as
specified in clause (1) of this paragraph (c)); and


 


(4)                                  the outstanding
principal amount of any particular Indebtedness shall be counted only once and
any obligations arising under any Guarantee, Lien, letter of credit or similar
instrument supporting such Indebtedness permitted to be Incurred under this
covenant shall not be double counted.


 


(d) For the purposes of determining compliance with any sterling
denominated restriction on the Incurrence of


 


11

















 


Indebtedness denominated in a currency other than pounds sterling, the
sterling-equivalent principal amount of such Indebtedness Incurred pursuant
thereto shall be calculated based on the relevant currency exchange rate in
effect on the date that such Indebtedness was Incurred, in the case of term
Indebtedness, or first committed, in the case of revolving credit Indebtedness,
provided that (x) the
sterling-equivalent principal amount of any such Indebtedness outstanding on
the Merger Date shall be calculated based on the relevant currency exchange
rate in effect on the Merger Date, (y) if such Indebtedness is Incurred to
refinance other Indebtedness denominated in a currency other than pounds
sterling, and such refinancing would cause the applicable sterling denominated
restriction to be exceeded if calculated at the relevant currency exchange rate
in effect on the date of such refinancing, such sterling denominated
restriction shall be deemed not to have been exceeded so long as the principal
amount of such refinancing Indebtedness does not exceed the principal amount of
such Indebtedness being refinanced based on the exchange rate between the
currency of the Indebtedness being refinanced and the currency of the
refinancing Indebtedness and (z) the sterling-equivalent principal amount
of Indebtedness denominated in a currency other than pounds sterling and
Incurred pursuant to any Credit Facility shall be calculated based on the
relevant currency exchange rate in effect on, at the Company’s option, (i) the
Merger Date, (ii) any date on which any of the respective commitments
under the Credit Facility shall be reallocated between or among facilities or
subfacilities thereunder, or (iii) the date of such Incurrence. The
principal amount of any Indebtedness Incurred to refinance other Indebtedness,
if Incurred in a different currency from the Indebtedness being refinanced,
shall be calculated based on the currency exchange rate applicable to the
currencies in which such respective Indebtedness is denominated that is in
effect on the date of such refinancing.


 


Limitation on Layering. (a) No Restricted Subsidiary of the
Company of which the issuer of the Existing Notes (the “Existing Notes Issuer”)
is a Subsidiary (other than the Issuer or any Intermediate Guarantor) shall,
and the Company shall not cause or permit any Restricted Subsidiary of the
Company of which the Existing Notes Issuer is a Subsidiary(other than the
Issuer or any Intermediate Guarantor) to, Incur any Indebtedness, except for
Guarantees in respect of the Notes or in respect of Indebtedness of the
Existing Notes Issuer or any Restricted Subsidiary thereof. (b) The
Company shall not permit the Existing Notes Issuer to Incur any Indebtedness
that is subordinated or junior in any respect to the Existing Notes or any
Refinancing Indebtedness in respect thereof, unless such Indebtedness either
(x) is held by the Company or any Restricted Subsidiary or (y) is subordinated
to the Notes or the Note Guarantees.


 


Ownership of Holding Companies. Either the
Company or the Issuer, or in each case a successor company, shall retain
beneficial ownership (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act) of 100% of the Capital Stock (other than Preferred Stock) of each
Restricted Subsidiary of which the Existing Notes Issuer is a Subsidiary.


 


Limitation on Restricted Payments. (a) The
Company will not, and will not permit any Restricted Subsidiary, directly or
indirectly, to:


 


(1)                                  declare or pay any
dividend, make any distribution on or in respect of its Capital Stock or make
any similar payment to the direct or indirect holders of its Capital Stock, except
(x) pro rata dividends or distributions payable solely in its Capital
Stock (other than Disqualified Stock) and (y) dividends, distributions or
any similar payment payable to the Company or any other Restricted Subsidiary
(and, if the Company or such Restricted Subsidiary has shareholders other than
the Company, the Issuer or other Restricted Subsidiaries, to its other
shareholders on a basis that is no more favorable to such other shareholders
than a pro rata basis);


 


(2)                                  purchase, repurchase,
redeem, retire or otherwise acquire for value any Capital Stock of the Company;


 


(3)                                  purchase, repurchase,
redeem, retire, defease or otherwise acquire for value, prior to scheduled
maturity, scheduled repayment or scheduled sinking fund payment any
Subordinated Obligations (other than (1) Subordinated Obligations owed to
the Issuer or any Intermediate Guarantor and (2) the purchase, repurchase,
redemption, retirement, defeasance or other acquisition for value of
Subordinated Obligations of the Company or any Restricted Subsidiary acquired
in anticipation of satisfying a sinking fund obligation, principal installment
or final maturity, in each case, due within one year of the date of
acquisition);  or


 


(4)                                  make any Investment
(other than a Permitted Investment) in any Person.


 


(any such dividend, distribution, payment, purchase, redemption,
repurchase, defeasance, retirement, or other acquisition or Investment being
herein referred to as a “Restricted Payment”), if at the time the Company or
such Restricted Subsidiary makes such Restricted Payment:


 


12

















 


(A)                              a Default will have
occurred and be continuing (or would result therefrom);


 


(B)                                the Company could not
Incur at least £1.00 of additional Indebtedness under paragraph (a) of
the covenant described under “—Limitation on Indebtedness;” or


 


(C)                                the aggregate amount of
such Restricted Payment and all other Restricted Payments (the amount so
expended, if other than in cash, to be determined in good faith by the Board of
Directors) declared or made subsequent to the Calculation Date would exceed the
sum of:


 


(i)                                     50% of the
Consolidated Net Income accrued during the period (treated as one accounting
period) from the Calculation Date to the end of the most recent fiscal quarter
ending at least 45 days (or such shorter period for which financial
statements have been released) prior to the date of such Restricted Payment
(or, in case such Consolidated Net Income will subsequently be a deficit, minus
100% of such deficit);


 


(ii)                                  the aggregate Net
Cash Proceeds received by the Company from the issue or sale of its Capital
Stock (other than Disqualified Stock) subsequent to the Calculation Date (other
than an issuance or sale to (x) the Company or a Subsidiary of the Company
or (y) an employee share ownership plan or other trust to the extent
funded or required to be funded by the Company or any of its Subsidiaries);


 


(iii)                               the amount by which
Indebtedness of the Company or its Restricted Subsidiaries is reduced on the
Company’s Consolidated balance sheet upon the conversion or exchange of any
Indebtedness of any Intermediate Guarantor or the Issuer issued after the
Calculation Date which is convertible or exchangeable for Capital Stock (other
than Disqualified Stock) of the Company issued to Persons not including the
Company or any Restricted Subsidiary (less the amount of any cash or the Fair
Market Value of other Property distributed by the Company or any Restricted
Subsidiary upon such conversion or exchange);


 


(iv)                              without duplication, the
sum of


 


(x)                                   the aggregate amount
returned to the Company, the Issuer or any other Restricted Subsidiary in cash
on or with respect to Investments (other than Permitted Investments) made
subsequent to the Calculation Date, whether through interest payments,
principal payments, dividends or other distributions;


 


(y)                                 the net proceeds
received and retained by the Company, the Issuer or any other Restricted
Subsidiary from the disposition, retirement or redemption of all or any portion
of such Investments (other than Permitted Investments and other than to the
Company, the Issuer or any other Restricted Subsidiary; and


 


(z)                                   upon redesignation
of an Unrestricted Subsidiary as a Restricted Subsidiary subsequent to the
Calculation Date, in accordance with the covenant described under “—Designation
of Restricted and Unrestricted Subsidiaries,” the Fair Market Value (valued as
provided in the definition of “Investment”) of the net assets of such
Subsidiary;


 


provided, however, that the amount under this clause (iv) shall
not exceed the aggregate amount of all such Investments (other than Permitted
Investments) made subsequent to the Calculation Date (and treated as a
Restricted Payment) by the Company or any Restricted Subsidiary in such Person,
which amount was included in the calculation of the amount of Restricted
Payments;


 


unless the aggregate amount of such Restricted Payment and all other
Restricted Payments (the amount so expended, if other than in cash, to be
determined in good faith by the Board of Directors) declared or made subsequent
to the Merger Date would not exceed the sum of the amounts specified in clauses
(C)(i) –(iv), calculated as though in each case the Calculation Date were
the Merger Date.


 


(b) The provisions of the foregoing paragraph (a) will
not prohibit:


 


13

















 


(1)                                  any purchase,
repurchase, redemption, retirement or other acquisition for value of Capital
Stock of the Company or any Restricted Subsidiary made by exchange for, or out
of the proceeds of the sale within 45 days of, Capital Stock of, as
applicable, the Company (other than Disqualified Stock (except in the case of
purchases, repurchases, redemptions, refinements or other acquisitions for
value of Disqualified Stock) and other than Capital Stock issued or sold to a
Subsidiary of the Company or any of its Subsidiaries or an employee share
ownership plan or other trust to the extent funded by the Company or any of its
Subsidiaries); provided, however, that:


 


(A)                              such purchase, repurchase,
redemption, retirement or other acquisition for value will be excluded in the
calculation of the amount of Restricted Payments, and


 


(B)                                the Net Cash Proceeds
from such sale applied in the manner set forth in this clause (1) will
be excluded from the calculation of amounts under clause (C)(ii) of
paragraph (a) above;


 


(2)                                  any prepayment,
repayment, purchase, repurchase, redemption, retirement, defeasance or other
acquisition for value of Subordinated Obligations of the Company, the Issuer or
any other Restricted Subsidiary made by exchange for, or out of the proceeds of
the sale within 45 days of, Indebtedness of the Company, the Issuer or
such other Restricted Subsidiary that is permitted to be Incurred pursuant to
paragraphs (b) and (c) of the covenant described under “—Limitation
on Indebtedness” and that is subordinated to the Notes to at least the same
extent as such Subordinated Obligations; provided, however, that such prepayment, repayment, purchase,
repurchase, redemption, retirement, defeasance or other acquisition for value
will be excluded from the calculation of the amount of Restricted Payments;


 


(3)                                  any prepayment,
repayment, purchase, repurchase, redemption, retirement, defeasance or other
acquisition for value of Subordinated Obligations of the Company, the Issuer or
any other Restricted Subsidiary from Net Available Cash to the extent permitted
by the covenant described under “—Limitation on Sales of Assets and Subsidiary
Stock;” provided, however,
that such prepayment, repayment, purchase, repurchase, redemption, retirement,
defeasance or other acquisition for value will be excluded from the calculation
of the amount of Restricted Payments;


 


(4)                                  any prepayment,
repayment, purchase, repurchase, redemption, retirement, defeasance or other acquisition
for value of Subordinated Obligations of the Company, the Issuer or any other
Restricted Subsidiary made by exchange for, or out of the proceeds of the
substantially concurrent sale of, Subordinated Obligations of the Company, the
Issuer or any other Restricted Subsidiary that qualifies as Refinancing
Indebtedness; provided, however,
that such prepayment, repayment, purchase, repurchase, redemption, retirement,
defeasance or other acquisition for value will be excluded from the calculation
of the amount of Restricted Payments;


 


(5)                                  dividends paid within
60 days after the date of declaration thereof if at such date of
declaration such dividends would have complied with this covenant; provided, however, that
such dividends will be included (without duplication) in the calculation of the
amount of Restricted Payments;


 


(6)                                  any purchase,
repurchase, redemption, retirement or other acquisition for value of Capital
Stock, or options to purchase Capital Stock, of the Company or any of its
Subsidiaries from employees, former employees, directors or former directors or
consultants of the Company or any of its Subsidiaries (or permitted transferees
of such employees, former employees, directors or former directors or
consultants), pursuant to the terms of agreements (including employment
agreements) or plans (or amendments thereto) under which such individuals
purchase or sell or are granted the option to purchase or sell, shares of such
Capital Stock; provided, however,
that the aggregate amount of such purchases, repurchases, redemptions,
retirements and other acquisitions for value will not exceed £20 million
in any calendar year; provided  further, that such purchases, repurchases, redemptions,
retirements and other acquisitions for value will be included in the
calculation of the amount of Restricted Payments;


 


(7)                                  any payment of
dividends, other distributions or other amounts by the Company for the purposes
set forth in clauses (A) and (B) below; provided,
however, that such dividends,
distributions or other payments will be excluded from the calculation of the
amount of Restricted Payments:


 


14

















 


(A)                              to an NTL Holding Company
in amounts required for such NTL Holding Company to pay taxes and other fees or
amounts required to maintain its corporate existence and provide for other
operating expenses in an aggregate amount of up to £50 million per year in
each of the years ended March 3, 2007 and March 3, 2008, and
£30 million per year in any year thereafter; and


 


(B)                                amounts (i) payable
for any income or corporate taxes or pursuant to any tax sharing agreement and (ii) related
to transfer or surrender of net operating losses in an aggregate amount of up
to £25 million in any calendar year; provided
that any amounts distributed pursuant to clause (i) relate only to
taxes attributable to the Company and its Restricted Subsidiaries; provided further, however, that any net operating losses
transferred or surrendered hereunder are not reasonably expected to be useable
by the Company or any Restricted Subsidiary until after the maturity of the
Notes;


 


(8)                                  any purchase,
repurchase, redemption, retirement or other acquisition for value of Capital
Stock deemed to occur upon exercise of options, warrants or other securities,
if such Capital Stock represents a portion of the exercise price of such
options, warrants or other securities; provided, however, that such purchase, repurchase, redemption,
retirement or other acquisition for value will be excluded from the calculation
of the amount of Restricted Payments;


 


(9)                                  after the designation
of any Restricted Subsidiary as an Unrestricted Subsidiary, distributions
(including by way of dividend) consisting of cash, Capital Stock, or Property
of such Unrestricted Subsidiary in each case is held by the Company, the Issuer
or any other Restricted Subsidiary; provided,  however, that (x) such distribution or disposition
shall include the concurrent transfer of all liabilities (contingent or
otherwise) attributable to the Property being transferred; (y) any
Property received from any Unrestricted Subsidiary (other than Capital Stock
issued by any Unrestricted Subsidiary) may be transferred by way of
distribution or disposition pursuant to this clause (9) only if such
Property, together with all related liabilities, is so transferred in a
transaction that is substantially concurrent with the receipt of the proceeds
of such distribution or disposition by the Company, the Issuer or such other
Restricted Subsidiary; and (z) such distribution or disposition shall not,
after giving effect to any related agreements, result nor be likely to result
in any material liability, tax or other adverse consequences to the Company,
the Issuer and the Restricted Subsidiaries on a consolidated basis; provided  further, however, that such distributions will be excluded from the
calculation of the amount of Restricted Payments, it being understood that
proceeds from the disposition of any cash, Capital Stock or Property of an
Unrestricted Subsidiary that are so distributed will not increase the amount of
Restricted Payments permitted under clause (a)(C)(iv) above;


 


(10)                            (i) dividends on
common stock of the Company up to £10 million in each calendar year, or (ii) if
greater, following any future Equity Offering of the ordinary shares of the
Company or of an NTL Holding Company, the payment of dividends on common stock
of the Company up to 6% per annum of the proceeds received by the Company in
any such Equity Offering that are contributed in cash to the Company’s equity
(other than through the issuance of Disqualified Stock), provided,
however, that if such Equity Offering
was of common stock of an NTL Holding Company, the proceeds of any such
dividend are used to fund an equal dividend on the common stock of an NTL Holding
Company; provided, in each case, that such
Restricted Payments will be included in the calculation of the amount of
Restricted Payments;


 


(11)                            payments of any Receivables
Fees; provided, however,
that such Restricted Payments will be excluded from the calculation of the
amount of Restricted Payments;


 


(12)                            the transactions described
in the Steps Paper;


 


(13)                            the Permitted Sit-up
Payments; and


 


(14)                            any other Restricted
Payments in an aggregate amount, when taken together with all other Restricted
Payments made pursuant to this clause (14), not to exceed
£75 million; provided, however,
that (A) such Restricted Payments will be included in the calculation of
the amount of Restricted Payments and (B) at the time of any Restricted
Payment referred to in this clause (14), no Default or Event of Default
has occurred and is continuing (or would result from such Restricted Payment).


 


Limitation on Restrictions on Distributions
from Restricted Subsidiaries. The Company will not
permit any Restricted


 


15

















 


Subsidiary (other than the Issuer or any Intermediate Guarantor) to
create or otherwise cause or permit to exist or become effective any consensual
encumbrance or restriction on the ability of any Restricted Subsidiary to:


 


(1)                                  pay dividends or make
any other distributions on its Capital Stock or pay any Indebtedness or other
obligations owed to the Company, the Issuer or any other Restricted Subsidiary
of which it is a Subsidiary;


 


(2)                                  make any loans or
advances to the Company, the Issuer or any other Restricted Subsidiary of which
it is a Subsidiary; or


 


(3)                                  transfer any of its
Property or assets to the Company, the Issuer or any other Restricted
Subsidiary of which it is a Subsidiary.


 


The provisions of the preceding paragraph will not prohibit:


 


(A)                              any encumbrance or
restriction pursuant to (i) applicable law, rule, regulation, order or
governmental license, permit or concession or (ii) an agreement in effect
on the Merger Date (including the Indenture, the Bridge Facility, the New
Credit Facility and the indenture governing the Existing Notes);


 


(B)                                in respect of a
Restricted Subsidiary acquired by the Company, the Issuer or any other
Restricted Subsidiary after the Merger Date, any encumbrance or restriction
with respect to such Restricted Subsidiary arising prior to the date on which
such Restricted Subsidiary was acquired by the Company, the Issuer or any other
Restricted Subsidiary (other than an encumbrance relating to Indebtedness
Incurred as consideration for, in contemplation of, or to provide all or any
portion of the funds or credit support utilized to, consummate the transaction
or series of related transactions pursuant to which such Restricted
Subsidiary became a Restricted Subsidiary or was otherwise acquired by the
Company, the Issuer or any other Restricted Subsidiary) and outstanding on such
date;


 


(C)                                any encumbrance or
restriction pursuant to an agreement effecting a Refinancing of Indebtedness
Incurred pursuant to an agreement referred to in clause (A) or (B) of
this covenant or this clause (C) or contained in any amendment or
modification to an agreement referred to in clause (A) or (B) of
this covenant or this clause (C); provided, however, that the encumbrances and restrictions, taken as a
whole, contained in any such Refinancing agreement or amendment or modification
are no less favorable in any material respect to the Holders than the
encumbrances and restrictions contained in such predecessor agreements;


 


(D)                               in the case of
clause (3), any encumbrance or restriction


 


(i)                                     that restricts in
a customary manner the subletting, assignment or transfer of any Property or
asset that is subject to a lease, license or similar contract,


 


(ii)                                  encumbering Property
at the time such Property was acquired by the Company or any Restricted
Subsidiary so long as such restriction relates solely to the Property so
acquired (other than any encumbrance or restriction created as consideration
for, in contemplation of, in connection with or pursuant to the provision of,
all or any portion of the funds or credit support utilized to consummate the
transaction or series of related transactions pursuant to which such
Property was otherwise acquired by the Company or any Restricted Subsidiary),


 


(iii)                               under agreements relating
to Purchase Money Indebtedness or Capitalized Lease Obligations Incurred that
impose customary restrictions on the Property subject to such Purchase Money
Indebtedness or Capitalized Lease Obligations,


 


(iv)                              relating to Indebtedness
that is permitted to be Incurred and secured without also securing the Notes or
the applicable Note Guarantee pursuant to the covenants described under “—Limitation
on Indebtedness” and “—Limitation on Liens” that limit the right of the debtor
to dispose of the Property securing such Indebtedness, or


 


16

















 


(v)                                 customarily imposed on
the transfer of copyrighted or patented materials or other intellectual
property and customer provisions in agreements that restrict the assignment of such
agreements or any rights thereunder;


 


(E)                                 any encumbrance
created in connection with a Qualified Receivables Transaction permitted under
the covenant described under “—Limitation on Indebtedness;”


 


(F)                                 any customary
encumbrance or restriction imposed with respect to a Restricted Subsidiary
pursuant to an agreement entered into for the sale or disposition of all or
substantially all the Capital Stock or assets of such Restricted Subsidiary
pending the closing of such sale or disposition;


 


(G)                                any customary
encumbrance or restriction on cash or other deposits or net worth imposed on
customers under contracts entered into in the ordinary course of business;


 


(H)                               any encumbrance or
restriction pursuant to an agreement governing any Bank Indebtedness of the Company
or a Restricted Subsidiary permitted to be Incurred subsequent to the Merger
Date pursuant to clause (b)(1) or (b)(15) of the covenant described
under “ —Limitation on Indebtedness” and any Indebtedness permitted to be
Incurred pursuant to clause (a) of the covenants described under “
—Limitation on Indebtedness” if the encumbrances and restrictions contained in
any such agreement, taken as a whole, do not materially prejudice the ability
of the Issuer to make payments on the Notes;


 


(I)                                    encumbrances or
restrictions existing under or by reason of provisions in asset sale agreements
entered into in the ordinary course of business; and


 


(J)                                   encumbrances or
restrictions existing under or by reason of provisions in joint venture
arrangements and other similar arrangements or arrangements with minority
interests in any Restricted Subsidiary so long as such joint ventures and other
arrangements covered by this clause (J) do not at any time relate to more
than 2.5% of Total Assets or that related to a joint venture of the Content
Business.


 


Limitation on Sales of Assets and Subsidiary
Stock. (a) The Company will not, and will not
permit any Restricted Subsidiary to, make any Asset Disposition unless:


 


(1)                                  the Company or such
Restricted Subsidiary receives consideration at the time of such Asset
Disposition at least equal to the Fair Market Value of the shares and assets
subject to such Asset Disposition;


 


(2)                                  at least 75% of the
consideration thereof received by the Company or such Restricted Subsidiary is
in the form of cash, Temporary Cash Investments or Additional Assets; and


 


(3)                                  an amount equal to
100% of the Net Available Cash from such Asset Disposition is applied by the
Company or such Restricted Subsidiary, as the case may be,


 


(A)                              first,
to the extent the Company or such Restricted Subsidiary elects (or is required
by the terms of any Indebtedness), to prepay or repay, purchase, repurchase,
redeem, retire, defease or otherwise acquire for value Indebtedness of the
Issuer or any Intermediate Guarantor to the extent secured by a Permitted Lien
or Indebtedness of a Subsidiary of the Issuer that is not a Note Guarantor (in
each case, other than Indebtedness owed to the Company or any Subsidiary of the
Company and other than obligations in respect of Disqualified Stock);


 


(B)                                second,
to the extent of the balance of Net Available Cash after application in
accordance with clause (A), to the extent the Company or such Restricted
Subsidiary elects, to invest in Additional Assets or any capitalized expense
related thereto (including by means of an Investment in Additional Assets or
any capitalized expense related thereto by a Restricted Subsidiary with Net
Available Cash received by the Company or a Restricted Subsidiary);


 


17

















 


(C)                                third,
to the extent of the balance of such Net Available Cash not applied in
accordance with clauses (A) and (B) within 366 days from the
later of such Asset Disposition or the receipt of such Net Available Cash (provided, however,
that such 366-day period shall be extended by up to 180 days to the extent
a binding contractual commitment to reinvest in or purchase Additional Assets
or any capitalized expense related thereto shall have been entered into by such
366th day to the extent such commitment remains in effect and the
planned reinvestment or purchase has not been abandoned or cancelled), to make
an Excess Proceeds Offer (as defined in paragraph (b) of this
covenant below) to purchase Notes pursuant to and subject to the conditions set
forth in paragraph (b) of this covenant, subject to proration as
described in paragraph (b) below; and


 


(D)                               fourth,
to the extent of the balance of such Net Available Cash after application in
accordance with clauses (A), (B) and (C) (including any amounts for
Notes not tendered in any Excess Proceeds Offer), for any general corporate
purpose permitted by the terms of the Indenture;


 


provided, however, that in connection with any
prepayment or repayment, purchase, repurchase, redemption, retirement, defeasance
or other acquisition for value of Indebtedness pursuant to clause (A), (C) or
(D) above, other than in connection with Bank Indebtedness Incurred under
any revolving facility, the Company or such Restricted Subsidiary will retire
such Indebtedness and will cause the related loan commitment (if any) to be
permanently reduced in an amount equal to the principal amount so permanently
prepaid or repaid, purchased, repurchased, redeemed, retired, defeased or
otherwise acquired for value unless the Company or such Restricted Subsidiary
can incur such Indebtedness on such date under this Indenture.


 


For the purposes of clause (2) of paragraph (a) of
this covenant, the following are deemed to be cash:


 


•                                          Indebtedness
and other liabilities shown on the most recent consolidated balance sheet of
the Company prior to the date of such Asset Disposition (other than
Subordinated Obligations) (i) that are assumed by the transferee of any
such assets and (ii) for which the Company and its Restricted Subsidiaries
are released from all liability at the time of such Asset Disposition;


 


•                                          any
securities, notes or other obligations received by any such Intermediate
Guarantor, the Issuer or any such Restricted Subsidiary from such transferee
that are converted, sold or exchanged by the Company or such Restricted
Subsidiary into cash or Temporary Cash Investments within 90 days, to the
extent of the cash or Temporary Cash Investments received in that conversion,
sale or exchange; and


 


•                                          any
Designated Non-Cash Consideration.


 


(b) In the event of an Asset Disposition that requires the
purchase of Notes pursuant to clause (a)(3)(C) of this covenant, the
Issuer will be required to purchase Notes tendered pursuant to an offer by the
Issuer for the Notes (an “Excess Proceeds Offer”), which Excess Proceeds Offer
shall be in the amount of the Allocable Excess Proceeds, on a pro rata basis
according to principal amount, at a purchase price equal to 100% of the
principal amount thereof, plus accrued and unpaid interest thereon, if any, to the
purchase date (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date), in
accordance with the procedures (including prorating in the event of
over-subscription and calculation of the principal amount of Notes denominated
in different currencies) set forth in the Indenture. To the extent that any
portion of the amount of Net Available Cash remains after compliance with the
preceding sentence, the Issuer may apply the remaining Net Available Cash
in accordance with clause (a)(3)(D) of this covenant. The Issuer will
not be required to make an Excess Proceeds Offer for Notes (and other Senior
Indebtedness) pursuant to this covenant if the Net Available Cash available
therefor (after application of the proceeds as provided in clauses (a)(3)(A) and
(a)(3)(B)) is less than £40 million for any particular Asset Disposition
(which lesser amount will be carried forward for purposes of determining
whether an Excess Proceeds Offer is required with respect to the Net Available
Cash from any subsequent Asset Disposition). Upon completion of each Excess
Proceeds Offer, the amount of Allocable Excess Proceeds will be reset at zero.


 


The term “Allocable Excess Proceeds” means the product of:


 


(y)                                 the amount of Net
Available Cash remaining after application in accordance with
clauses (a)(3)(A) and (a)(3)(B) above, and


 


(z)                                   a fraction,


 


(1)                                  the numerator of
which is the aggregate principal amount of the Notes outstanding on the date of


 


18

















 


an Excess Proceeds Offer, plus accrued and unpaid interest thereon, if
any, to such date, and


 


(2)                                  the denominator of
which is the sum of the aggregate principal amount of the Notes outstanding on
the date of such Excess Proceeds Offer, plus accrued and unpaid interest
thereon, if any, to such date, and the aggregate principal amount (or accreted
value in the case of Indebtedness with original issue discount) of other Senior
Indebtedness of the Company and any other Note Guarantor outstanding on the
date of such Excess Proceeds Offer, plus accrued and unpaid interest thereon,
if any, to such date, that is pari passu
in right of payment with the Notes or any Notes Guarantee and subject to terms
and conditions in respect of Asset Dispositions similar in all material
respects to the covenant described hereunder and requiring the Issuer to make
an offer to purchase such Senior Indebtedness at substantially the same time as
such Excess Proceeds Offer.


 


(c) The Issuer will comply with the requirements of Section 14(e) of
the Exchange Act and any applicable securities laws or regulations in
connection with the repurchase of Notes pursuant to this covenant. To the
extent that the provisions of any securities laws or regulations conflict with
provisions of this covenant, the Issuer will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under this covenant by virtue thereof.


 


Limitation on Transactions with Affiliates. (a) The
Company will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, enter into any transaction or series of related transactions
(including the purchase, sale, lease or exchange of any Property or the
rendering of any service) with any Affiliate of the Company (an “Affiliate
Transaction”) unless such transaction is on terms:


 


(1)                                  that are not
materially less favorable to the Company or such Restricted Subsidiary, as the
case may be, than those that could be obtained at the time of such
transaction in arm’s-length dealings with a Person who is not such an
Affiliate;


 


(2)                                  that, in the event
such Affiliate Transaction involves an aggregate amount in excess of
£25 million;


 


(A)                              are set forth in writing;
and


 


(B)                                have been approved by a
majority of the members of the Board of Directors having no personal stake in
such Affiliate Transaction; and


 


(3)                                  that, in the event
such Affiliate Transaction involves an aggregate amount in excess of
£100 million, have been determined by an Independent Financial Advisor to
be fair, from a financial standpoint, to the Company and its Restricted
Subsidiaries.


 


(b) The provisions of the foregoing paragraph (a) will
not apply to:


 


(1)                                  any Restricted
Payment permitted to be paid pursuant to the covenant described under “—Limitation
on Restricted Payments” and any transaction described in the Steps Paper;


 


(2)                                  transactions between
the Company and any Restricted Subsidiary (other than a Receivables Subsidiary)
or between Restricted Subsidiaries (other than a Receivables Subsidiary);


 


(3)                                  sales of accounts
receivable or any participations therein to a Receivables Subsidiary in
connection with any Qualified Receivables Transaction;


 


(4)                                  in respect of clauses
(2) and (3) of paragraph (a) above, only, any issuance of
securities, or other payments, awards or grants in cash, securities (including
stock options and similar rights) or similar transfers to employees, directors
and consultants of the Company, any Restricted Subsidiary and any of their
Subsidiaries pursuant to, or for the purpose of funding, employment
arrangements, stock options and share ownership plans;


 


(5)                                  in respect of clauses
(2) and (3) of paragraph (a) above, only, any loans or advances,
or Guarantees of third-party loans, to directors, officers, employees and
consultants in the ordinary course of business in accordance with past
practices of the Company or any Restricted Subsidiary, as applicable, but in
any


 


19

















 


event;


 


(6)                                  the payment of
reasonable fees and indemnities (including under customary insurance) to
directors, officers and consultants of the Company, any Restricted Subsidiary
and any of their Subsidiaries;


 


(7)                                  any tax sharing
agreement or arrangement and payments pursuant thereto between or among the
Company, any NTL Holding Company, the Issuer and any other Restricted
Subsidiaries not otherwise prohibited by the Indenture;


 


(8)                                  commercial
transactions on arm’s length terms entered into in the ordinary course of
business of which the disinterested directors of the Company have been
notified, or if there are no disinterested directors, the directors;


 


(9)                                  transactions with
Affiliates solely in their capacity as holders of Indebtedness or Capital Stock
of the Issuer, any NTL Holding Company or any of its Subsidiaries, so long as
such Affiliates are treated no more favorably than holders of such Indebtedness
or Capital Stock generally;


 


(10)                            any agreement in effect on
the Merger Date or any amendment or other modification thereto (so long as such
amendment or other modification is not disadvantageous to the Holders in any
material respect) or any transactions pursuant thereto;


 


(11)                            the issuance and sale of
Capital Stock of the Company to (A) any officer, director or consultant of
the Company, any Restricted Subsidiary or any other NTL Holding Company
pursuant to agreements outstanding on the Merger Date, or (B) any NTL
Holding Company or any Restricted Subsidiary;


 


(12)                            the entering into,
maintaining or performing of any employee contract, collective bargaining
agreement, benefit plan, program or arrangement, related trust agreement or any
other similar arrangement for or with any employee, officer, director or
consultant heretofore or hereafter entered into in the ordinary course of
business, including vacation, health, insurance, deferred compensation,
severance, retirement, savings or other similar plans, programs or
arrangements; and


 


(13)                            any transaction in the ordinary course of business between or among the
Issuer or any Restricted Subsidiary and any Affiliate of the Company that is an
Unrestricted Subsidiary or a joint venture or similar entity that would
constitute an Affiliate Transaction solely because the Issuer or a Restricted
Subsidiary owns an equity interest in or otherwise controls such Unrestricted
Subsidiary, joint venture or similar entity.


 


Limitation on Liens. The
Company will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, Incur or permit to exist any consensual Lien of any nature
whatsoever (any such Lien, an “Initial Lien”) on any of its Property or assets
(including Capital Stock of a Restricted Subsidiary), whether owned at the
Merger Date or thereafter acquired, securing any Indebtedness, other than
Permitted Liens, without effectively providing that the Notes shall be secured
equally and ratably with (or prior to) the obligations so secured for so long
as such obligations are so secured.


 


Any Lien created for the benefit of the Holders pursuant to the
immediately preceding paragraph may provide by its terms that such Lien
will be automatically and unconditionally released and discharged (1) upon
the full and unconditional release and discharge of the Initial Lien (other
than as a result of satisfaction of the debt secured through enforcement of
such Lien), (2) with respect to any Additional Subsidiary Guarantor the
assets or the Capital Stock of which are encumbered by such Lien, upon the
release of the Additional Subsidiary Guarantee of such Additional Subsidiary
Guarantor in accordance with the provision described under “Additional
Subsidiary Guarantee,” or (3) upon any defeasance or satisfaction and
discharge of the Notes as provided under the captions “Defeasance” and “Satisfaction
and Discharge.”


 


Limitation on Guarantees of Indebtedness by
Restricted Subsidiaries. The Company will not permit
any Restricted Subsidiary (other than the Issuer and the Intermediate
Guarantors or any other Note Guarantor) to provide a Guarantee after the Merger
Date of any Indebtedness of the Company, the Issuer or any Intermediate
Guarantor unless:


 


(1)                                  such Restricted
Subsidiary simultaneously (or prior thereto) executes and delivers a
supplemental indenture to the Indenture providing for a Guarantee by it of
payments of the Notes on an equal and ratable basis with such Guarantee, provided, however,
that any Guarantee by such Restricted Subsidiary of a Subordinated


 


20

















 


Obligation shall be subordinated and junior in right of payment to the
contemporaneous Guarantee of the Notes by such Restricted Subsidiary;


 


(2)                                  such Restricted
Subsidiary waives and will not in any manner whatsoever claim or take the
benefit or advantage of, any rights of reimbursement, indemnity or subrogation
or any other rights against the Issuer or any other Restricted Subsidiary as a
result of any payment by such Restricted Subsidiary under its Guarantee; and


 


(3)                                  such Restricted
Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect
that:


 


(A)                              such Guarantee has been
duly executed and authorized; and


 


(B)                                such Guarantee
constitutes a valid, binding and enforceable obligation of such Restricted
Subsidiary, except insofar as enforcement thereof may be limited by
insolvency, bankruptcy, liquidation, reorganization, administration,
moratorium, receivership or similar laws (including all laws relating to
fraudulent transfers) and except insofar as enforcement thereof is subject to
general principles of equity;


 


except, in each
case, for


 


(A)                              Guarantees by a
Restricted Subsidiary of any Indebtedness (other than Public Debt Incurred by
the Issuer or any Intermediate Guarantor) permitted to be Incurred pursuant to
paragraph (a) of the covenant described under “—Limitation on
Indebtedness;”


 


(B)                                Guarantees by a
Restricted Subsidiary pursuant to an agreement governing any Bank Indebtedness
permitted to be Incurred pursuant to clauses (b)(1) or (b)(15) of the
covenant described under “—Limitation on Indebtedness;” (other than Public Debt
Incurred by the Issuer or any Intermediate Guarantor);


 


(C)                                Guarantees by a
Restricted Subsidiary under any Refinancing Indebtedness described in
clause (4) of paragraph (b) of the covenant described under
“—Limitation on Indebtedness,” to the extent such Restricted Subsidiary
provided a Guarantee in respect of the Indebtedness being refinanced; provided that the Guarantee is not senior
in right of payment to the Guarantee in respect of the Indebtedness being
replaced;


 


(D)                               Guarantees by a
Restricted Subsidiary of any Indebtedness described in clause (5) of
paragraph (b) of the covenant described under “—Limitation on
Indebtedness,” to the extent existing under, or required under the terms of,
such Indebtedness; provided that
the Guarantee or any requirement to provide such Guarantee was in existence
prior to the contemplation of the merger, consolidation or acquisition that
resulted in the Incurrence of such Indebtedness (except as provided in clause (A) hereof);


 


(E)                                 any Guarantee or
undertaking by any Restricted Subsidiary in favor of the UK Inland Revenue in
connection with the UK tax liability of the Company or any Restricted
Subsidiary; and


 


(F)                                 Guarantees by a
Restricted Subsidiary permitted under clause (11) of paragraph (b) of
the covenant described under “—Limitation on Indebtedness.”


 


Ongoing Reporting. So
long as the Notes are outstanding, the Company will furnish to the Trustee,
within the time periods specified in the SEC’s rules and regulations,
without cost to the Trustee (who, at the Issuer’s expense, will furnish by mail
to the Holders); provided, however, that to the extent any reports
are filed on the SEC’s website, such reports shall be deemed to be furnished to
the Trustee and the Holders:


 


(1)                                  whether or not
required by SEC rules and regulations, quarterly and annual reports of the
Company, containing substantially the same information required to be contained
in a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K,
as applicable, under the Exchange Act, including financial statements prepared
in accordance with GAAP and a “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” (except with respect to
guarantor financial statements); provided,
however, that


 


21

















 


only to the extent reasonably available, at any time that any of the
Company’s Subsidiaries is an Unrestricted Subsidiary that is a Significant
Subsidiary or would in combination with other Unrestricted Subsidiaries be a
Significant Subsidiary, the quarterly and annual financial information required
by this paragraph will include a presentation, either on the face of the
financial statements, in the footnotes thereto, or in “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” or other
comparable section, of the financial condition and results of operations of the
Company and the Restricted Subsidiaries separate from the financial condition
and results of operations of the Unrestricted Subsidiaries of the Company; and


 


(2)                                  such other reports
containing substantially the same information required to be contained in a
Current Report on Form 8-K under the Exchange Act, as in effect on the
Merger Date.


 


To the extent GAAP in effect from time to time differs in any material
respect from GAAP in effect on the date of the Indenture, the Company (as
applicable) will separately prepare and deliver to the Trustee and Holders of
the Notes with its annual financial statements a reasonably detailed
reconciliation to GAAP as in effect on the date of the Indenture with respect to
the financial items necessary to ascertain compliance with the covenants set
forth in the Indenture.


 


In addition, the Issuer will furnish to the holders of the Notes and to
prospective investors in the Notes, upon request of such holders, any information
required to be delivered in connection with a sale pursuant to Rule 144A(d)(4) under
the Securities Act so long as the Notes are “restricted securities” within the
meaning of Rule 144 under the Securities Act.


 


The Company will also make available copies of all reports required by
clauses (1) and (2) above on its website.


 


Limitation on Activities. The
Company will not, and will not permit any Restricted Subsidiary to, engage in
any business, other than a Permitted Business, except for any businesses that
are immaterial to the business as a whole.


 


Limitation on Sale/Leaseback Transactions. The
Company will not, and will not permit any Restricted Subsidiary to, enter into
any Sale/Leaseback Transaction with respect to any Property unless:


 


(1)                                  such Intermediate
Guarantor or such Restricted Subsidiary would be entitled to:


 


(A)                              Incur Indebtedness in an
amount equal to the Attributable Debt with respect to such Sale/Leaseback
Transaction pursuant to the covenant described under “—Limitation on
Indebtedness;” and


 


(B)                                create a Lien on such
Property securing such Attributable Debt without equally and ratably securing
the Notes pursuant to the covenant described under “—Limitation on Liens;”


 


(2)                                  the net proceeds
received by the Company or such Restricted Subsidiary in connection with such
Sale/Leaseback Transaction represent the Fair Market Value of such Property;
and


 


(3)                                  the transfer of such
Property is permitted by, and the Company or such Restricted Subsidiary applies
the proceeds of such transaction in compliance with, the covenant described
under “—Limitation on Sales of Assets and Subsidiary Stock.”


 


Designation of Restricted and Unrestricted
Subsidiaries. The Board of Directors may designate
any Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary of the Company) other than the Issuer to be an Unrestricted
Subsidiary if:


 


(1)                                  no Default or Event
of Default shall have occurred and be continuing at the time of or after giving
effect to such designation;


 


(2)                                  such Subsidiary and any
of its Subsidiaries do not own any Capital Stock or Indebtedness of, or own or
hold any Lien on any Property of, the Company or any Restricted Subsidiary
other than a Subsidiary of the Subsidiary to be designated an Unrestricted
Subsidiary;


 


(3)                                  either:


 


22

















 


(A)                              the Subsidiary to be so
designated has total Consolidated assets of £1,000 or less; or


 


(B)                                if such Subsidiary has
Consolidated assets greater than £1,000, then the Issuer would be permitted to
make an Investment under the covenant described under “—Limitation on
Restricted Payments” after giving effect to such designation in the amount
specified in the definition of “Investment”;


 


(4)                                  all of the
Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of
designation, and will at all times thereafter, consist of Non-Recourse Debt
unless the Guarantee or other credit support related to any such Indebtedness
could be Incurred by the Company or the relevant Restricted Subsidiary under the
Indenture;


 


(5)                                  such Subsidiary is a
Person with respect to which neither the Company nor any Restricted Subsidiary
has any direct or indirect obligation:


 


(A)                              to subscribe for
additional Capital Stock of such Person; or


 


(B)                                to maintain or preserve
such Person’s financial condition or to cause such Person to achieve any
specified levels of operating results; and


 


(6)                                  on the date such
Subsidiary is designated an Unrestricted Subsidiary, such subsidiary is not a
party to any agreement, contract, arrangement or understanding with the
Company, the Issuer or any other Restricted Subsidiary with terms substantially
less favorable to the Company the Issuer or any Restricted Subsidiary than
those that might have been obtained from Persons who are not Affiliates of the
Company other than transactions that comply with the covenant described under “—Limitation
on Transactions with Affiliates.”


 


In the event of any such designation, the Company shall be deemed to
have made an Investment constituting a Restricted Payment pursuant to the
covenant described under “—Limitation on Restricted Payments.”


 


The Board of Directors may designate any Unrestricted Subsidiary
to be a Restricted Subsidiary if such Unrestricted Subsidiary’s primary
business is a Permitted Business and immediately after giving effect to such
designation:


 


(x)                                   no Default or Event
of Default shall have occurred and be continuing at the time of and after
giving effect to such designation,


 


(y)                                 the Company could
Incur £1.00 of additional Indebtedness under paragraph (a) of the
covenant described under “—Limitation on Indebtedness,” and


 


(z)                                   all Liens and
Indebtedness of such Unrestricted Subsidiary outstanding immediately following
such designation would, if incurred at that time, have been permitted to be Incurred
for all purposes of the Indenture.


 


Any such designation of a Subsidiary as a Restricted Subsidiary or
Unrestricted Subsidiary by the Board of Directors shall be evidenced to the
Trustee by promptly filing with the Trustee a copy of the resolution of the
Board of Directors giving effect to such designation and an Officer’s
Certificate certifying that such designation complied with the foregoing
provisions.


 


Maintenance of Security. (a) Subject to paragraph (b) below,
the Company will not, and will not permit any Restricted Subsidiary to, take,
or knowingly or negligently omit to take, any action, which action or omission
might or would have the result of materially impairing the security interest
with respect to the Collateral for the benefit of the Holders, and the Company
will not, and will not permit any Restricted Subsidiary to, grant to any Person
other than the Security Agent, for the benefit of the Holders and the other
beneficiaries described in the Security Documents, any interest whatsoever in
any of the Collateral, provided, however,
that the Company or any Restricted Subsidiary may Incur Liens in the
Collateral (“Permitted Collateral Liens”) in favor of loans or exchange notes
issued under the Bridge Facility, in each case, on an equal and ratable basis
with the Liens in favor of the Notes.


 


(b) At
the direction of the Company and without the consent of the Holders, the
Security Agent will from time to time enter into one or more amendments to the
Security Documents to: (i) cure any ambiguity, omission, defect or
inconsistency therein, (ii) provide for Permitted Collateral Liens, (iii) add
to the Collateral or (iv) make any other change


 


23

















 


thereto
that does not adversely affect the Holders in any material respect; provided,
however, that no Security Document may be amended, extended, renewed,
restated, supplemented or otherwise modified or replaced, unless
contemporaneously with such amendment, extension, renewal, restatement,
supplement, modification or replacement, the Company delivers to the Trustee an
Opinion of Counsel, subject to customary limitations, in form and
substance satisfactory to the Trustee confirming that, after giving effect to
any transactions related to such amendment, extension, renewal, restatement,
supplement, modification or replacement, the Lien or Liens securing the Notes
(other than any Additional Notes) created under the Security Documents so
amended, extended, renewed, restated, supplemented, modified or replaced are
valid and perfected Liens not otherwise subject to any limitation, imperfection
or new hardening period, in equity or at law, that such Lien or Liens were not
otherwise subject to immediately prior to such amendment, extension, renewal,
restatement, supplement, modification or replacement.


 


Merger and Consolidation


 


The Issuer will not consolidate with or merge with or into, or convey,
transfer or lease all or substantially all its assets to, any Person, unless:


 


(1)                                  the Issuer is the
surviving corporation or the resulting, surviving or transferee Person other
than the Issuer (the “Successor Company”) will be a corporation organized and
existing under the laws of any country that is a Member State, Bermuda, the
United States of America, any State thereof or the District of Columbia and the
Successor Company will expressly assume, by a supplemental indenture, executed
and delivered to the Trustee, in form and substance reasonably
satisfactory to the Trustee, all the obligations of the Issuer under the Note;


 


(2)                                  immediately after
giving effect to such transaction (and treating any Indebtedness not previously
an obligation of the Issuer which becomes an obligation of the Successor
Company or any Restricted Subsidiary as a result of such transaction as having
been Incurred by the Successor Company or such Restricted Subsidiary at the
time of such transaction), no Default or Event of Default shall have occurred
and be continuing;


 


(3)                                  immediately after
giving effect to such transaction, the Issuer, if it is the surviving
corporation, or the Successor Company, would be able to Incur an additional
£1.00 of Indebtedness under paragraph (a) of the covenant described
under “Certain Covenants—Limitation on Indebtedness”;


 


(4)                                  each Note Guarantor
(unless it is the other party to the transaction above, in which case clause (1) shall
apply) shall have by supplemental indenture confirmed that its Note Guarantee
shall apply to such Person’s obligations in respect of the Indenture and the
Notes; and


 


(5)                                  the Issuer shall have
delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel,
each stating that such consolidation, merger or transfer and such supplemental
indenture (if any) comply with the provisions described in this paragraph; provided, that in giving such opinion,
such counsel may rely on an Officer’s Certificate as to compliance with
clauses (2) and (3) above and as to any matters of fact.


 


The Successor Company will succeed to, and be substituted for, and may exercise
every right and power of, the Issuer under the Indenture, but the predecessor
Issuer in the case of a conveyance, transfer or lease of all or substantially
all its assets will not be released from the obligation to pay the principal of
and interest on the Notes.


 


Clauses (2) and (3) of the first paragraph of this section will
not apply to any transaction in which (i) any Restricted Subsidiary
consolidates with, merges into or transfers all or part of its properties
and assets to the Issuer or (ii) (x) the Issuer consolidates or merges with
or into or transfers all or substantially all of its assets to an
Affiliate incorporated or organized for the purpose of changing the legal
domicile of the Issuer, reincorporating the Issuer in another jurisdiction or
changing its legal structure to a corporation or other entity or (y) the
Issuer consolidates or merges with or into  or transfers all or
substantially all of its assets to a Restricted Subsidiary so long as all
assets of the Restricted Subsidiaries immediately prior to such transaction (other
than Capital Stock of such Restricted Subsidiary) are owned by such Restricted
Subsidiary and its Restricted Subsidiaries immediately after the consummation
thereof.


 


In addition, the Company and each Intermediate Guarantor will not, and
each Intermediate Guarantor and the Issuer will not permit any Additional
Subsidiary Guarantor to, consolidate with or merge with or into, or convey,
transfer or lease all or substantially all of its assets to any Person unless:


 


24

















 


(1)                                  the resulting,
surviving or transferee Person if other than such Intermediate Guarantor or
such Additional Subsidiary Guarantor (the “Successor Guarantor”) will be a
corporation organized and existing under the laws of a country that is a Member
State, Bermuda, the United States of America, any State thereof or the District
of Columbia, and such Person (if not such Note Guarantor) will expressly
assume, by a supplemental indenture, executed and delivered to the Trustee, in form and
substance satisfactory to the Trustee, all the obligations of such Note
Guarantor under its Note Guarantee;


 


(2)                                  immediately after
giving effect to such transaction (and treating any Indebtedness not previously
an obligation of such Intermediate Guarantor or such Additional Subsidiary
Guarantor which becomes an obligation of the Successor Guarantor or any
Restricted Subsidiary as a result of such transaction as having been Incurred
by the Successor Guarantor or such Restricted Subsidiary at the time of such
transaction), no Default or Event of Default shall have occurred and be
continuing; and


 


(3)                                  the Issuer will have
delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel,
each stating that such consolidation, merger or transfer and such supplemental
indenture (if any) comply with the Indenture; provided
that in giving such opinion, such counsel may rely on an Officer’s
Certificate as to compliance with clause (2) above and as to any
matters of fact.


 


Notwithstanding the foregoing, the Company or any Restricted Subsidiary
may consolidate with, merge into or transfer all or part of its
properties and assets to any Intermediate Guarantor, the Issuer or any
Additional Subsidiary Guarantor; provided,
however, that neither the Company
nor any Restricted Subsidiary shall be permitted to consolidate with, merge
into or transfer all or part of its properties and assets to any
Intermediate Guarantor or any Additional Subsidiary Guarantor if following such
consolidation, merger or transfer such Intermediate Guarantor or such
Additional Subsidiary Guarantor would be prohibited by applicable law from
continuing to provide a Note Guarantee or the amount of such Note Guarantee
would be required to be limited to a greater extent than immediately prior to
such consolidation, merger or transfer.


 


Defaults


 


Each of the following is an Event of Default:


 


(1)                                  a default in any
payment of interest on, or Additional Amounts with respect to, any Note when
due and payable continued for 30 days;


 


(2)                                  a default in the
payment of principal of or premium, if any, on any Note when due and payable at
its Stated Maturity, upon optional redemption, upon required repurchase, upon
declaration or otherwise;


 


(3)                                  the failure to comply
with obligations under the covenant described under “Merger and Consolidation”
above;


 


(4)                                  the failure to comply
for 30 days after notice with any obligations under the covenants
described under “Repurchase at the Option of the Holders” or “Certain
Covenants—Limitation on Sales of Assets and Subsidiary Stock” above (in each
case, other than a failure to purchase Notes which will constitute an Event of
Default under clause (2) above);


 


(5)                                  the failure to comply
for 60 days after notice with any other agreement contained in the Notes
or the Indenture;


 


(6)                                  the failure by the
Company, the Issuer or any other Restricted Subsidiary or any other NTL Holding
Company to pay any Indebtedness within any applicable grace period after final
maturity, or the acceleration of any such Indebtedness by the holders thereof
because of a default, if, in each case, the total amount of such Indebtedness
unpaid or accelerated exceeds £40 million or its equivalent in another
currency (the “cross acceleration provision”);


 


(7)                                  certain events of
bankruptcy, insolvency or reorganization of the Issuer, any Note Guarantor or a
Significant Subsidiary (the “bankruptcy provisions”);


 


(8)                                  the rendering of any
judgment or decree for the payment of money in excess of £40 million or
its equivalent


 


25

















 


in another currency against the Company or any Restricted Subsidiary if
such judgment or decree remains outstanding for a period of 60 days
following such judgment or decree and is not discharged, waived or stayed
before the end of such period (the “judgment default provision”);


 


(9)                                  any Note Guarantee
ceases to be in full force and effect (except as contemplated by the terms
thereof) or any Note Guarantor or Person acting by or on behalf of such Note
Guarantor denies or disaffirms in writing such Note Guarantor’s obligations
under the Indenture or any Note Guarantee (other than by reason of the
termination of the Indenture or such Note Guarantee or the release of such Note
Guarantee in accordance with such Note Guarantee or the Indenture); or


 


(10)                            the security interest purported to be created under any Security
Document will, at any time, cease to be in full force and effect and constitute
a valid and perfected lien with the priority required by the applicable
Security Document for any reason other than the satisfaction in full of all
obligations under the Indenture and discharge of the Indenture or any security
interest purported to be created under any Security Document is declared
invalid or unenforceable or the Company or any Person granting Collateral the
subject of any such security interest asserts, in any pleading in any court of
competent jurisdiction, that any such security interest is invalid or
unenforceable and (but only in the event that such failure to be in full force
and effect or such assertion is capable of being cured without imposing any new
hardening period, in equity or at law, that such security interest was not
otherwise subject immediately prior to such failure or assertion) such failure
to be in full force and effect or such assertion has continued uncured for a
period of 10 days.


 


The foregoing will constitute Events of Default whatever the reason for
any such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body.


 


However, a default under clause (4) or (5) will not
constitute an Event of Default until the Trustee notifies the Issuer or the
Holders of at least 25% in aggregate principal amount of the outstanding Notes
notify the Issuer and the Trustee of the default and the Company, the Issuer,
the relevant NTL Holding Company or the relevant Restricted Subsidiary, as
applicable, does not cure such default within the time specified in
clause (4) or (5) after receipt of such notice. Such notice must
specify the Default, demand that it be remedied and state that such notice is a
notice of Default. When a Default or an Event of Default is cured within the
time specified, it ceases. In the event of a declaration of acceleration of the Notes because an
Event of Default described in clause (5) under “Events of Default” has
occurred and is continuing, the declaration of acceleration of the Notes shall
be automatically annulled if the event of default or payment default triggering
such Event of Default pursuant to clause (5) shall be remedied or cured,
or waived by the holders of the Indebtedness, or the Indebtedness that gave
rise to such Event of Default shall have been discharged in full, within 30
days after the declaration of acceleration with respect thereto and if (1) the
annulment of the acceleration of the Notes would not conflict with any judgment
or decree of a court of competent jurisdiction and (2) all existing Events
of Default, except nonpayment of principal, premium or interest on the Notes
that became due solely because of the acceleration of the Notes, have been
cured or waived.


 


If an Event of Default (other than an Event of Default under the
bankruptcy provisions described in clause (7) with respect to the
Issuer, any Intermediate Guarantor or any Additional Subsidiary Guarantor that
is a US company) occurs and is continuing, the Trustee or the Holders of at
least 25% in aggregate principal amount of the outstanding Notes by notice to
the Issuer may declare the principal of and accrued but unpaid interest on
all the Notes to be due and payable. Upon such a declaration, such principal
and interest will be due and payable immediately. If an Event of Default under
the bankruptcy provisions described in clause (7) with respect to the
Issuer, any Intermediate Guarantor or any Additional Subsidiary Guarantor that
is a US company occurs, the unpaid principal of and interest on all the Notes
will become immediately due and payable without any declaration or other act on
the part of the Trustee or any Holders. Under certain circumstances, the
Holders of a majority in aggregate principal amount of the outstanding Notes may rescind
any such acceleration with respect to the Notes and its consequences.


 


Subject to the provisions of the Indenture relating to the duties of
the Trustee, in case an Event of Default occurs and is continuing, the Trustee
will be under no obligation to exercise any of the rights or powers under the
Indenture at the request or direction of any of the Holders unless such Holders
have provided to the Trustee indemnity or security satisfactory to the Trustee
against any loss, liability or expense. Except to enforce the right to receive
payment of principal, premium (if any) or interest when due, no Holder may pursue
any remedy with respect to the Indenture or the Notes unless:


 


(1)                                  such Holder has
previously given the Trustee notice that an Event of Default is continuing;


 


26

















 


(2)                                  Holders of at least
25% in aggregate principal amount of the outstanding Notes have requested the
Trustee in writing to pursue the remedy;


 


(3)                                  such Holders have
provided the Trustee security or indemnity satisfactory to the Trustee against
any loss, liability or expense;


 


(4)                                  the Trustee has not
complied with such request within 60 days after the receipt of the request
and the security or indemnity reasonably satisfactory to the Trustee; and


 


(5)                                  the Holders of a
majority in aggregate principal amount of the outstanding Notes have not given
the Trustee a direction inconsistent with such request within such 60-day
period.


 


The Holders of a majority in aggregate principal amount of the
outstanding Notes will be given the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse
to follow any direction that the Trustee determines (after consultation with
counsel) conflicts with law or the Indenture or that the Trustee determines is
unduly prejudicial to the rights of any other Holder or that may involve
the Trustee in personal liability. Prior to taking any action under the
Indenture, the Trustee will be entitled to reasonable indemnification against
all losses and expenses caused by taking or not taking such action.


 


If a Default occurs and is continuing and is known to the Trustee, the
Trustee must mail to each Holder notice of the Default within the earlier of
90 days after it occurs or 30 days after it is known to a Trust
Officer or written notice of it is received by the Trustee. Except in the case
of a Default in the payment of principal of, premium (if any) or interest on
any Note (including payments pursuant to the redemption provisions of such
Note), the Trustee may withhold notice if and so long as a committee of
its Trust Officers in good faith determines that withholding notice is in the
best interests of the Holders.


 


In addition, the Issuer will be required to deliver to the Trustee,
within 120 days after the end of each fiscal year, an Officer’s
Certificate indicating whether the signer thereof knows of any Default that
occurred during the previous fiscal year. The Issuer will also be required to
deliver to the Trustee, within 30 days after the occurrence thereof,
written notice of any event which would constitute an Event of Default, its
status and what action the Issuer is taking or proposes to take in respect
thereof.


 


Amendment, Supplement and Waiver


 


Subject to certain exceptions, the Indenture or the Notes may be
amended with the consent of the Holders of a majority in aggregate principal
amount of the Notes then outstanding and, subject to certain exceptions, any
past default or compliance with certain provisions thereof may be waived
with the consent of the Holders of a majority in aggregate principal amount of
the Notes then outstanding; provided,
however, that if any amendment,
waiver or other modification would only affect a series of Notes, the
consent of the Holders of at least a majority in aggregate principal amount of
the then-outstanding Notes of the affected series (and not the consent of
the Holders of any other series of Notes) shall be required. However, with
respect to the Notes, without the consent of each Holder of an outstanding Note
affected, no amendment may:


 


(1)                                  reduce the principal
amount of Notes whose Holders must consent to an amendment or waiver;


 


(2)                                  reduce the rate of or
extend the time for payment of interest on any Note;


 


(3)                                  reduce the principal
of or extend the Stated Maturity of any Note;


 


(4)                                  reduce the premium
payable upon the redemption of any Note or change the time at which any Note may be
redeemed as described under “Optional Redemption” above;


 


(5)                                  make any Note payable
in money other than that stated in the Note;


 


(6)                                  impair the right of
any Holder to receive payment of principal of, and interest on, such Holder’s
Notes on or after the due dates therefor or to institute suit for the enforcement
of any payment on or with respect to such Holder’s Notes;


 


(7)                                  make any change in
the amendment provisions which require each Holder’s consent or in the waiver
provisions described in this sentence;


 


27

















 


(8)                                  modify the Note
Guarantees in any manner materially adverse to the Holders; or


 


(9)                                  release the
Collateral or any security interest that may have been granted in favor of
the Holders of the Notes.


 


With respect to the Notes, without the consent of any Holder, the
Intermediate Guarantors, the Issuer, the Additional Subsidiary Guarantors and
the Trustee may amend the Indenture to:


 


(1)                                  cure any ambiguity,
omission, defect or inconsistency; provided
that such amendment does not, in the opinion of the Trustee, adversely affect
the rights of any Holder in any material respect;


 


(2)                                  provide for the
assumption by a successor corporation in accordance with the Indenture of the
obligations of the Issuer under the Indenture and the Notes;


 


(3)                                  provide for uncertificated
Notes in addition to or in place of certificated Notes (provided, however,
that the uncertificated Notes are issued in registered form for purposes
of Section 163(f) of the Code, or in a manner such that the
uncertificated Notes are described in Section 163(f)(2)(B) of the
Code);


 


(4)                                  add additional
Guarantees with respect to the Notes or release Additional Subsidiary
Guarantors from Additional Subsidiary Guarantees as provided by the terms of
the Indenture;


 


(5)                                  add to the covenants
for the benefit of the Holders or to surrender any right or power conferred
upon the Company, any Restricted Subsidiary or any of their Subsidiaries;


 


(6)                                  make any change that
does not materially adversely affect the rights of any Holder in any respect,
subject to the provisions of the Indenture;


 


(7)                                  provide for the
issuance of Additional Notes;


 


(8)                                  mortgage, pledge,
hypothecate or grant a security interest in any Property for the benefit of any
Person; provided, however, that the granting of such
security interest is not prohibited by the Indenture and the covenant described
under “Certain Covenants—Limitation on Liens” is complied with;


 


(9)                                  comply with any
requirement of the SEC in connection with the qualification of the Indenture
under the Trust Indenture Act; and


 


(10)                            provide for a reduction in
the minimum denominations of the Notes.


 


After an amendment becomes effective, the Issuer is required to mail to
Holders a notice briefly describing such amendment. However, the failure to
give such notice to all Holders, or any defect therein, will not impair or
affect the validity of the amendment. In addition, for so long as the Notes are
listed on the [Stock Exchange] and the rules of such exchange so require,
the Issuer will inform such exchange of any amendment, supplement or
waiver and will publish notice of such amendment, supplement or waiver in
[JURISDICTION] in a daily newspaper with general circulation in [JURISDICTION]
(which is expected to be [RELEVANT NEWSPAPER]).


 


Defeasance


 


The Issuer may at any time terminate all obligations of the Issuer
and the Note Guarantors under the Notes, the Note Guarantees and the Indenture
(“legal defeasance”), except for certain obligations, including those
respecting the defeasance trust and obligations to register the transfer or
exchange of the Notes, to replace mutilated, destroyed, lost or stolen Notes
and to maintain a registrar and paying agent in respect of the Notes.


 


In addition, the Issuer may at any time terminate:


 


(1)                                  its obligations under
the covenants described under “Certain Covenants” and “Repurchase at the Option
of the Holders”; and


 


28

















 


(2)                                  the operation of the
cross-acceleration provision, the bankruptcy provisions with respect to any
Note Guarantor and Significant Subsidiaries and the judgment default provision
described under “Defaults” above and the limitations contained in clause (3) under
the first paragraph of “Merger and Consolidation” above (“covenant defeasance”).


 


In the event that the Issuer exercises its legal defeasance option,
each Note Guarantor will be released from all of its obligations with respect
to its Note Guarantee.


 


The Issuer may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option. If the
Issuer exercises its legal defeasance option, payment of the Notes may not
be accelerated because of an Event of Default with respect thereto. If the
Issuer exercises its covenant defeasance option, payment of the Notes may not
be accelerated because of an Event of Default specified in clause (4),
(6), (7) (with respect only to any Note Guarantor and Significant
Subsidiaries) or (8) under “Defaults” above or because of the failure of
the Issuer to comply with clause (3) under the first paragraph of “Merger
and Consolidation” above.


 


In order to exercise either defeasance option, the Issuer must
irrevocably deposit in trust (the “defeasance trust”) with the Trustee cash in
pounds sterling or UK Government Obligations or a combination thereof (in the
case of the Sterling Notes) or cash in U.S. dollars or U.S. Government
Obligations or a combination thereof (in the case of the Dollar Notes) or cash
in euros or European Government Obligations or a combination thereof (in the
case of the Euro Notes), the principal of and interest on which will be
sufficient, or a combination thereof sufficient, to pay the principal, premium
(if any) and interest on the Notes to redemption or maturity, as the case may be,
as indicated by an Officer’s Certificate, and must comply with certain other
conditions, including delivery to the Trustee of an Opinion of Counsel to the
effect that Holders and beneficial owners of the Notes will not recognize
income, gain or loss for U.S. Federal or UK income tax purposes as a result of such
deposit and defeasance and will be subject to U.S. Federal and UK income tax on
the same amounts and in the same manner and at the same times as would have
been the case if such deposit and defeasance had not occurred (and, in the case
of legal defeasance only, such Opinion of Counsel must be based on and refer to
a ruling of the Internal Revenue Service or other change in applicable U.S.
Federal income tax law).


 


Satisfaction and Discharge


 


The Indenture will be discharged and will cease to be of further effect
as to all Notes and Note Guarantees issued thereunder when:


 


(1)                                  either:


 


(A)                              all the Notes that have
been authenticated, except lost, stolen or destroyed Notes that have been
replaced or paid and applicable Notes for whose payment money has been deposited
in trust and thereafter repaid to the Issuer in accordance with the Indenture,
have been delivered to the Trustee for cancellation; or


 


(B)                                all of the Notes that
have not been delivered to the Trustee for cancellation have become due and
payable by reason of the mailing of a notice of redemption or otherwise or will
become due and payable within one year and the Issuer has irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust solely for
the benefit of the Holders, cash in pounds sterling or UK Government
Obligations in the case of the Sterling Notes, or cash in U.S. dollars or U.S.
Government Obligations in the case of the Dollar Notes, or cash in euros or
European Government Obligations in the case of the Euro Notes, in amounts as
will be sufficient without consideration of any reinvestment of interest, to
pay and discharge the entire indebtedness on the applicable Notes not delivered
to the Trustee for cancellation for principal, premium and Additional Amounts,
if any, and accrued interest to the date of maturity or redemption;


 


(2)                                  no Default or Event
of Default has occurred and is continuing on the date of the deposit or will
occur as a result of the deposit and the deposit will not result in a breach or
violation of, or constitute a default under, any other instrument to which the
Issuer is a party or by which the Issuer is bound;


 


(3)                                  the Issuer has paid
or caused to be paid all sums payable by it under the Indenture; and


 


(4)                                  the Issuer has
delivered irrevocable instructions to the Trustee under the Indenture to apply
the deposited


 


29

















 


money toward the payment of the applicable Notes at maturity or the
redemption date, as the case may be.


 


In addition, the Issuer must deliver an Officer’s Certificate and an
Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.


 


Prescription


 


There is no express term in the Indenture as to any time limit on the
validity of claims of the Holders to interest and repayment of principal, but
any such claims will be subject to any statutory limitation period prescribed
under the laws of the State of New York.


 


Concerning the Trustee


 


The Bank of New York is to be the Trustee under the Indenture and has
been appointed by the Issuer as a Paying Agent with regard to the Notes.


 


If the Trustee becomes a creditor of the Issuer, the Indenture limits
its rights to obtain payment of claims in certain cases, or to realize on certain
Property received in respect of any such claim as security or otherwise. The
Trustee will be permitted to engage in other transactions; however, if it
acquires any conflicting interest it must eliminate such conflict within
90 days or resign.


 


The Holders of a majority in aggregate principal amount of the
then-outstanding Notes will have the right to direct the time, method and place
of conducting any proceeding for exercising any remedy available to the Trustee
in respect of such Notes, subject to certain exceptions. The Indenture provides
that in case an Event of Default occurs and is continuing, the Trustee will be
required, in the exercise of its power, to use the degree of care of a prudent
man in the conduct of his own affairs. Subject to such provisions, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request of any Holder of Notes unless such Holder has provided
to the Trustee security and indemnity satisfactory to it against any loss, liability
or expense.


 


Notices


 


All notices to Holders of each series of Notes will be validly
given if mailed to them at their respective addresses in the register of the
Holders of such Notes, if any, maintained by the Registrar. In addition, for so
long as any of the Notes are listed on the [Stock Exchange] and the rules of
the [Luxembourg Stock Exchange] so require, notices with respect to the Notes
listed on the [Stock Exchange] will be published in a leading newspaper having
general circulation in [JURISDICTION] (which is expected to be [TO BE
COMPLETED]) or, if in the opinion of the Trustee such publication is not
practicable, in an English language newspaper having general circulation in
Europe. In addition, for so long as any Notes are represented by Global Notes,
all notices to holders of the Notes will be delivered to Euroclear, Clearstream
and DTC, each of which will give such notices to the holders of Book Entry
Interests.


 


Each such notice shall be deemed to have been given on the date of such
publication or, if published more than once on different dates, on the first
date on which publication is made, provided that,
if notices are mailed, such notice shall be deemed to have been given on the
later of such publication and the seventh day after being so mailed. Any notice
or communication mailed to a Holder shall be mailed to such Person by first-class mail
or other equivalent means and shall be sufficiently given to him if so mailed
within the time prescribed. Failure to mail a notice or communication to a
Holder or any defect in it shall not affect its sufficiency with respect to
other Holders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.


 


Governing Law


 


The Indenture and the Notes will be governed by, and construed in
accordance with, the laws of the State of New York without giving effect to
applicable principles of conflicts of law to the extent that the application of
the law of another jurisdiction would be required thereby.


 


No Personal Liability of Directors, Officers,
Employees and Shareholders


 


No past, present or future director, officer, employee, incorporator or
shareholder of the Company, any Intermediate Guarantor, the Issuer or any
Additional Subsidiary Guarantor, as such, will have any liability for any
obligations of the


 


30

















 


Company, any Intermediate Guarantor, the Issuer or any Additional
Subsidiary Guarantor under the Intermediate Guarantees, the Notes, the
Additional Subsidiary Guarantees or the Indenture, or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each Holder
by accepting a Note waives and releases such liability. The waiver and release
are part of the consideration for issuance of the Notes. The waiver may not
be effective to waive liabilities under U.S. Federal securities laws and it is
the view of the SEC that such a waiver is against public policy.


 


Currency Indemnity


 


The currency of account and payment for all sums, including damages,
payable by the Issuer or any Note Guarantor under or in connection with the
Sterling Notes, the Dollar Notes, or the Euro Notes, as the case may be,
is pounds sterling, the U.S. dollar, or the euro, respectively. Any amount
received or recovered in a currency other than pounds sterling (in the case of
the Sterling Notes), U.S. dollars (in the case the Dollar Notes), or euro (in
the case of the Euro Notes), whether as a result of, or the enforcement of, a
judgment or order of a court of any jurisdiction, in the winding-up or
dissolution of the Issuer or any Note Guarantor or otherwise by any Holder of a
Sterling Note, a Dollar Note, or a Euro Note, as the case may be, or by
the Trustee, in respect of any sum expressed to be due to it from the Issuer or
any Note Guarantor will only constitute a discharge to the Issuer or any Note
Guarantor to the extent of pounds sterling amount, the U.S. dollar amount or
the euro amount, as the case may be, which the recipient is able to
purchase with the amount so received or recovered in that other currency on the
date of that receipt or recovery (or, if it is not practicable to make that
purchase on that date, on the first date on which it is practicable to do so).


 


If that pounds sterling amount is less than the sterling amount
expressed to be due to the recipient or the Trustee under any Sterling Note, or
if that U.S. dollar amount is less than the U.S. dollar amount expressed to be
due to the recipient or the Trustee under any Dollar Note, or if that euro
amount is less than the euro amount expressed to be due to the recipient or the
Trustee under any Euro Note, the Issuer and any Note Guarantor will indemnify
them against any loss sustained by such recipient as a result. In any event,
the Issuer and any Note Guarantor will indemnify the recipient against the cost
of making any such purchase. For the purposes of this currency indemnity
provision, it will be prima facie
evidence of the matter stated therein for the Holder of a Note or the Trustee
to certify in a manner satisfactory to the Issuer (indicating the sources of
information used) the loss it incurred in making any such purchase. These
indemnities constitute a separate and independent obligation from the Issuer
and any Note Guarantor’s other obligations, will give rise to a separate and
independent cause of action, will apply irrespective of any waiver granted by
any Holder of a Note or the Trustee (other than a waiver of the indemnities set
out herein) and will continue in full force and effect despite any other
judgment, order, claim or proof for a liquidated amount in respect of any sum
due under any Note or to the Trustee.


 


Calculation of Sterling Denominated
Restrictions


 


Except as otherwise specifically set forth herein under the covenant
described under “—Limitation on Indebtedness,” for purposes of determining
compliance with any sterling denominated restriction herein, the Sterling
Equivalent amount for purposes hereof that is denominated in a non-sterling
currency shall be calculated based on the relevant currency exchange rate in
effect on the date such non-sterling amount is incurred or made, as the case may be.


 


Certain Definitions


 


“Additional Assets” means:


 


(1)                                  any Property or
assets (other than Indebtedness and Capital Stock) to be used by any
Intermediate Guarantor, the Issuer or a Restricted Subsidiary;


 


(2)                                  the Capital Stock of
a Person that becomes a Restricted Subsidiary as a result of the acquisition of
such Capital Stock by any Intermediate Guarantor, the Issuer or another
Restricted Subsidiary; or


 


(3)                                  Capital Stock
constituting a minority interest in any Person that at such time is a
Restricted Subsidiary;


 


provided, however, that any such Restricted
Subsidiary described in clause (2) or (3) above is primarily
engaged in a Permitted Business.


 


“Additional Subsidiary Guarantee” means each Guarantee of the
obligations with respect to the Notes issued by a Subsidiary of the Issuer
pursuant to the terms of the Indenture.


 


“Additional Subsidiary Guarantor” means any Person that has issued an
Additional Subsidiary Guarantee.


 


31

















 


“Affiliate” of any specified Person means any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition, “control”
when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


 


“Applicable Premium” means, with respect to a Note at any time, the
greater of (1) 1.0% of the principal amount of such Note at such time and (2) the
excess (to the extent positive) of (A) the present value at such time of (i) the
redemption price of such Note at March 3, 2011 (such redemption price
being described in the table appearing in the first paragraph under the heading
“Optional Redemption,” exclusive of any accrued and unpaid interest) plus (ii) any
required interest payments due on such Note through March 3, 2011
(including any accrued and unpaid interest) computed using a discount rate
equal to the Gilt Rate (in the case of the Sterling Notes), the Treasury Rate
(in the case of the Dollar Notes), or the Bund Rate (in the case of the Euro
Notes) plus 50 basis points, over (B) the principal amount of such Note.


 


“Asset Disposition” means any sale, lease (other than operating leases
entered into in the ordinary course of business), transfer or other disposition
(or series of related sales, leases, transfers or dispositions), including
any disposition by means of a merger, consolidation, or similar transaction
(each referred to for the purposes of this definition as a “disposition”), of
any shares of Capital Stock of any Intermediate Guarantor other than the
Company, of the Issuer, of a Restricted Subsidiary (other than directors’
qualifying shares or shares required by applicable law to be held by a Person
other than the Issuer or a Restricted Subsidiary) or any assets of the Company
or any Restricted Subsidiary other than:


 


(A)                              a disposition to the
Company, any Intermediate Guarantor, the Issuer or an Additional Subsidiary
Guarantor;


 


(B)                                a disposition by the
Company or a Restricted Subsidiary to a Restricted Subsidiary;


 


(C)                                for purposes of the
covenant described under “Certain Covenants—Limitation on Sales of Assets and
Subsidiary Stock” only, a disposition subject to the covenant described under “Certain
Covenants—Limitation on Restricted Payments” or a disposition of assets to a
joint venture as part of a transaction that is a Permitted Investment;


 


(D)                               any disposition
permitted under the provisions described under “Merger and Consolidation;”


 


(E)                                 a sale of Temporary
Cash Investments in the ordinary course of business;


 


(F)                                 a disposition of
inventory, consumer equipment, communications capacity and worn out or obsolete
equipment or assets in the ordinary course of business;


 


(G)                                issuance of Capital
Stock by a Restricted Subsidiary to the Company, any Intermediate Guarantor,
the Issuer or another Restricted Subsidiary;


 


(H)                               any sale or other
disposition of Receivables and Related Assets to a Receivables Subsidiary
pursuant to or in connection with a Qualified Receivables Transaction;


 


(I)                                    any sale or
disposition deemed to occur in connection with creating or granting a Permitted
Lien;


 


(J)                                   any disposition of
the Capital Stock or all or substantially all Property of any Unrestricted
Subsidiary; provided, however, that such disposition shall
include the concurrent transfer of all liabilities (contingent or otherwise)
attributable to the Property being transferred; provided further, however,
that such disposition shall not, after giving effect to any related agreements,
result nor be likely to result in any material liability, tax or other adverse
consequences to any Intermediate Guarantor, the Issuer or any Restricted
Subsidiary;


 


(K)                               the licensing or
sublicensing of intellectual property or other general intangibles and
licenses, leases or subleases of other Property in the ordinary course of
business which do not materially interfere with the business of the Company,
the Intermediate Guarantors, the Issuer and their Restricted Subsidiaries;


 


(L)                                 assets or Capital
Stock acquired in an acquisition which the Company, any Intermediate Guarantor,
the


 


32

















 


Issuer or any Restricted Subsidiary sells within 6 months of such
acquisition;


 


(M)                            foreclosure on assets;


 


(N)                               surrender or waiver of
contract rights or the settlement, release or surrender of contract, tort or
other claims of any kind;


 


(O)                               any disposition of
assets to a Person who is providing services related to such assets, the provision
of which have been or are to be outsourced by the Company or any Restricted
Subsidiary to such Person; provided, however,
that (A) if the outsourcing relates to non-core business activities, the
Company shall provide an Officer’s Certificate and (B) if the outsourcing
relates to core business activities, the board of directors of the Company
shall certify, in either case, that in the opinion of the Officer or the board
of directors, as applicable, the outsourcing transaction will be economically
beneficial to the Company and its Restricted Subsidiaries (considered as a
whole) and that the costs of such outsourcing are fair; provided further, however, that the Fair
Market Value of the assets disposed of, when taken together with all other
dispositions made pursuant to this clause (O), do not exceed 5% of Total
Assets; or


 


(P)                                 a disposition of
Capital Stock or assets in a transaction or series of related transactions
with an aggregate Fair Market Value of less than £20 million.


 


“Attributable Debt” in respect of a Sale/Leaseback Transaction means,
as at the time of determination, the present value (discounted at the interest
rate reasonably determined in good faith by a responsible financial or
accounting officer of the Issuer to be the interest rate implicit in such
Sale/Leaseback Transaction in accordance with GAAP) of the total obligations of
the lessee for rental payments during the remaining term of the lease included
in such Sale/Leaseback Transaction (including any period for which such lease
has been extended).


 


“Average Life” means, as of the date of determination, with respect to
any Indebtedness or Preferred Stock, the quotient obtained by dividing:


 


(1)                                  the sum of the
products of the numbers of years from the date of determination to the dates of
each successive scheduled principal payment of such Indebtedness or scheduled
redemption or similar payment with respect to such Preferred Stock multiplied
by the amount of such payment by


 


(2)                                  the sum of all such
payments.


 


“Bank Indebtedness” means any and all amounts payable under or in
respect of an agreement, instrument or other document relating to a Credit
Facility (including security documents, fee letters and intercreditor
agreements related thereto), including principal, premium (if any), interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Person liable thereunder
whether or not a claim for post-filing interest is allowed in such
proceedings), fees, charges, expenses, reimbursement obligations, Guarantees
and all other amounts payable thereunder or in respect thereof, and any and all
Refinancing Indebtedness Incurred in respect of any such amount (including
amounts in respect of Refinancing Indebtedness), whether Incurred under or in
respect of an agreement relating to a Credit Facility or otherwise (including
Public Debt, other than Public Debt Incurred by the Issuer or any Intermediate
Guarantor);


 


“Board of Directors” means the Board of Directors of the Issuer or any
committee thereof duly authorized to act on behalf of the Board of Directors of
the Issuer.


 


“Bridge Facility” means the £1,800,000,000 Senior Bridge Facility
entered into between, among others, the Issuer as borrower and the Company as
guarantor pursuant to which the Notes were made available for issuance as
exchange notes, as such agreement may be amended or modified from time to
time (including the replacement of the original Bridge Facility pursuant to its
terms with an additional facility pursuant to which the extended loans will be
issued).


 


“Bund Rate” means, with respect to any relevant date, the rate per
annum equal to the semiannual equivalent yield to maturity as of such date of
the Comparable German Bund Issue, assuming a price for the Comparable German
Bund Issue (expressed as a percentage of its principal amount) equal to the
Comparable German Bund Price for such relevant date, where:


 


(1)                                  “Comparable German
Bund Issue” means the German Bundesanleihe
security selected by any Reference German Bund Dealer as having a fixed
maturity most nearly equal to the period from such redemption date


 


33

















 


to March 3, 2011, and that would be utilized at the time of
selection and in accordance with customary financial practice, in pricing new
issues of euro denominated corporate debt securities in a principal amount
approximately equal to the then outstanding principal amount of the Notes and
of a maturity most nearly equal to March 3, 2011; provided, however,
that, if the period from such redemption date to March 3, 2011 is less
than one year, a fixed maturity of one year shall be used;


 


(2)                                  “Comparable German
Bund Price” means, with respect to any relevant date, the average of all
Reference German Bund Dealer Quotations for such date (which, in any event,
must include at least two such quotations), after excluding the highest and
lowest such Reference German Bund Dealer Quotations, or if the Issuer obtains
fewer than four such Reference German Bund Dealer Quotations, the average of
all such quotations;


 


(3)                                  “Reference German
Bund Dealer” means any dealer of German Bundesanleihe
securities appointed by the Issuer in consultation with the Trustee; and


 


(4)                                  “Reference German
Bund Dealer Quotations” means, with respect to each Reference German Bund
Dealer and any relevant date, the average as determined by the Issuer of the
bid and offered prices for the Comparable German Bund Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by such Reference German Bund Dealer at 3:30 p.m. Frankfurt, Germany, time
on the third Business Day preceding the relevant date.


 


“Business Day” means each day which is not a Legal Holiday.


 


“Calculation Date” means the Merger Date until either (i) the
first day of the next fiscal year after there have been two consecutive
quarters in which Consolidated Net Income has been positive or (ii) if
earlier, such earlier date (the “Designation Date”) designated by the Company
as evidenced by an Officer’s Certificate, upon the occurrence of either of
which the Calculation Date shall be the date specified in (i) or (ii) as
applicable.


 


“Capital Stock” of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of
or interests in (however designated) equity of such Person, including any
Preferred Stock, but excluding any debt securities convertible into such
equity.


 


“Capitalized Lease Obligation” means an obligation that is required to
be classified and accounted for as a capitalized lease for financial reporting
purposes in accordance with GAAP, and the amount of Indebtedness represented by
such obligation shall be the capitalized amount of such obligation determined
in accordance with GAAP; and the Stated Maturity thereof shall be the date of
the last payment of rent or any other amount due under such lease.


 


“Code” means the U.S. Internal Revenue Code of 1986, as amended.


 


“Consolidated Interest Expense” means, for any period, the total
interest expense of the Company and its Consolidated Restricted Subsidiaries
including, without duplication:


 


(1)                                  interest expense
attributable to Purchase Money Indebtedness and Capitalized Lease Obligations
and the interest expense attributable to leases constituting part of a
Sale/Leaseback Transaction,


 


(2)                                  amortization of debt
discount and debt issuance costs,


 


(3)                                  capitalized interest
and interest paid in the form of additional Indebtedness,


 


(4)                                  cash or non-cash
interest expense,


 


(5)                                  commissions,
discounts and other fees and charges attributable to letters of credit and
bankers’ acceptance financing,


 


(6)                                  interest accruing on
any Indebtedness of any other Person to the extent such Indebtedness is
Guaranteed by, or secured by a Lien on the assets of, the Issuer or any
Restricted Subsidiary,


 


(7)                                  net costs associated
with Hedging Obligations (including amortization of fees),


 


34

















 


(8)                                  dividends in respect
of all Disqualified Stock of the Issuer and all Preferred Stock of any of the
Subsidiaries of the Issuer, to the extent held by Persons other than the Issuer
or a Wholly Owned Subsidiary of the Issuer,


 


(9)                                  interest Incurred in
connection with Investments in discontinued operations and


 


(10)                            the cash contributions to
any employee share ownership plan or similar trust to the extent such
contributions are used by such plan or trust to pay interest or fees to any
Person (other than the Issuer) in connection with Indebtedness Incurred by such
plan or trust.


 


“Consolidated Net Income” means, for any period, the net income (loss)
of the Company and its Consolidated Subsidiaries for such period; provided, however,
that there shall not be included in such Consolidated Net Income:


 


(1)                                  any net income (or
loss) of any Person (other than the Company) if such Person is not a
Subsidiary, or is an Unrestricted Subsidiary, except that, subject to the
limitations contained in clause (4) below, the Company’s equity in
the net income of any such Person for such period shall be included in such
Consolidated Net Income up to the aggregate amount of cash or Temporary Cash
Investments distributed by such Person during such period to the Company or a
Restricted Subsidiary as a dividend or other similar distribution or return;


 


(2)                                  any net income (or
loss) of any Restricted Subsidiary to the extent such Restricted Subsidiary is
subject to restrictions, directly or indirectly, on the payment of dividends or
the making of distributions by such Restricted Subsidiary, directly or
indirectly, to the Issuer (other than any restriction permitted under
clause (A), (C) (solely to the extent relating to clause (A)) or
(H) of the covenant described under “Certain Covenants—Limitation on
Restrictions on Distributions from Restricted Subsidiaries”), except that,
subject to the limitations contained in clause (4) below, the Company’s
equity in the net income of any such Restricted Subsidiary for such period
shall be included in such Consolidated Net Income up to the aggregate amount of
cash or Temporary Cash Investments distributed by such Restricted Subsidiary
during such period to the Company or another Restricted Subsidiary as a
dividend or other similar distribution;


 


(3)                                  any gain (or loss)
realized upon the sale or other disposition of any asset of the Company or its
Consolidated Subsidiaries (including pursuant to any Sale/Leaseback
Transaction) and any gain (or loss) realized upon the sale or other disposition
of any Capital Stock of any Person, in each case, that is not sold or otherwise
disposed of in the ordinary course of business;


 


(4)                                  any item classified
as a restructuring, extraordinary, unusual, non-recurring or other
non-operating gain or loss, including the costs of, and accounting for,
financial instruments;


 


(5)                                  any impairment loss
of the Company or its Restricted Subsidiaries relating to goodwill or other
intangible assets;


 


(6)                                  the cumulative effect
of a change in accounting principles;


 


(7)                                  all deferred
financing costs written off in connection with the early extinguishment of
Indebtedness, net of taxes; and


 


(8)                                  any foreign currency
transaction or translation gains or losses, net of taxes.


 


Notwithstanding the foregoing, for the purpose of the covenant
described under “Certain Covenants—Limitation on Restricted Payments” only,
there shall be excluded from Consolidated Net Income any repurchases,
repayments, redemptions or releases of Investments, proceeds realized on the
sale or liquidation of Investments, and dividends, repayments of loans or
advances or other transfers of assets from Unrestricted Subsidiaries to the
Company or a Restricted Subsidiary to the extent such amounts increase the
amount of Restricted Payments permitted under such covenant pursuant to
clauses (C)(iv) of paragraph (a) thereof.


 


“Consolidation” means the consolidation of the accounts of each of the
Restricted Subsidiaries with those of the Company in accordance with GAAP
consistently applied; provided, however, that “Consolidation” will not
include


 


35

















 


consolidation of the accounts of any Unrestricted Subsidiary, but the
interest of the Company or any Restricted Subsidiary in an Unrestricted
Subsidiary will be accounted for as an investment. The term “Consolidated” has
a correlative meaning.


 


“Content” means any rights to broadcast, transmit, distribute or
otherwise make available for viewing, exhibition or reception (whether in
analogue or digital format and whether as a channel or an Internet service, a
teletext-type service, an interactive service, or an enhanced television
service or any part of any of the foregoing, or on a pay-per-view basis,
or near video-on-demand, or video-on-demand basis or otherwise) any one or more
of audio and/or visual images, audio content, or interactive content (including
hyperlinks, re-purposed web-site content, database content plus associated
templates, formatting information and other data including any interactive
applications or functionality), text, data, graphics, or other content, by
means of any means of distribution, transmission or delivery system or
technology (whether now known or herein after invented).


 


“Content Business” means the business of the Company and its Restricted
Subsidiaries consisting of ownership or licensing of Content.


 


“Credit Facility” means any debt facility or commercial paper facility
(including the New Credit Facility) or ancillary facility, in each case with a
lender or a syndicate of commercial bank lenders or other financial
institutions, providing for revolving credit loans, term loans, receivables financing
or letters of credit, in each case, as amended, restated, refunded, renewed,
replaced or refinanced in whole or in part from time to time by a lender
or a syndicate of commercial bank lenders or other financial institutions.


 


“Currency Agreement” means with respect to any Person any foreign
exchange contract, currency swap agreements or other similar agreement or
arrangement to which such Person is a party or of which it is a beneficiary.


 


“Default” means any event which is, or after notice or passage of time
or both would be, an Event of Default.


 


“Designated Non-Cash Consideration” means the Fair Market Value of
non-cash consideration received by the Company, any Intermediate Guarantor, the
Issuer or any Restricted Subsidiary in connection with an Asset Disposition
that is so designated pursuant to an Officer’s Certificate, setting forth the
basis of such valuation. The aggregate Fair Market Value of the Designated
Non-Cash Consideration, taken together with the Fair Market Value at the time
of receipt of all other Designated Non-Cash Consideration then held by the
Company or any Restricted Subsidiary, may not exceed the greater of
(x) £50 million in the aggregate or (y) 1.00% of Total Assets,
at the time of the receipt of the Designated Non-Cash Consideration (with the
Fair Market Value being measured at the time received and without giving effect
to subsequent changes in value).


 


“Disqualified Stock” means, with respect to any Person, any Capital
Stock which by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable or exercisable) or upon the
happening of any event:


 


(1)                                  matures or is
mandatorily redeemable (other than redeemable only for Capital Stock of such
Person that is not itself Disqualified Stock) pursuant to a sinking fund
obligation or otherwise;


 


(2)                                  is convertible or
exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock
convertible or exchangeable solely at the option of the Company or a Restricted
Subsidiary; provided, however, that any such conversion or
exchange shall be deemed an Incurrence of Indebtedness or Disqualified Stock,
as applicable); or


 


(3)                                  is redeemable or may become
(in accordance with its terms) upon the occurrence of certain events or
otherwise redeemable or repurchasable at the option of the holder thereof, in
whole or in part,


 


in the case of each of clauses (1), (2) and (3), on or prior to
180 days following the Stated Maturity of the Notes; provided, however,
that any Capital Stock that would not constitute Disqualified Stock but for
provisions thereof giving holders thereof the right to require such Person to
repurchase or redeem such Capital Stock upon the occurrence of an “asset sale”
or “change of control” occurring prior to 180 days following the Stated
Maturity of the Notes shall not constitute Disqualified Stock if the “asset
sale” or “change of control” provisions applicable to such Capital Stock are
not more favorable to the holders of such Capital Stock than the provisions of
the covenants described under “Repurchase at the Option of Holders—Change of
Control” and “Certain Covenants—Limitation on Sales of Assets and Subsidiary
Stock.”


 


“Dollar Notes” means the U.S. dollar denominated •%
Senior Notes due March 3, 2016 of the Issuer.


 


36

















 


“EBITDA” for any period means the Consolidated Net Income for such
period plus, without duplication, the following to the extent deducted in
calculating such Consolidated Net Income of the Company and its Consolidated
Restricted Subsidiaries:


 


(1)                                  income tax expense;


 


(2)                                  Consolidated Interest
Expense;


 


(3)                                  depreciation expense;


 


(4)                                  amortization expense
(excluding amortization expense attributable to a prepaid cash item that was
paid in a prior period);


 


(5)                                  all other non-cash
charges (excluding any such non-cash charge to the extent it represents an
accrual of or reserve for cash expenditures in any future period) less all
non-cash items of income (excluding any such non-cash item of income to the
extent it will result in receipt of cash payments in any future period);


 


(6)                                  other cash changes
for professional fees and services incurred in connection with the planning,
negotiating, documenting or other activities related to a proposed financing,
acquisition or disposition transaction involving a Permitted Business if such
transaction is abandoned;


 


(7)                                  the amount of
minority interest expense deducted in calculating Consolidated Net Income;


 


(8)                                  the amount of any
restructuring charge deducted for such period in calculating Consolidated Net
Income;


 


(9)                                  recapitalization
items, net;


 


(10)                            share of income or loss on
equity Investments; and


 


(11)                            asset impairments,


 


in each case for such period.


 


Notwithstanding the foregoing, the provision for taxes based on the
income or profits of, and the depreciation and amortization and non-cash
charges of, a Restricted Subsidiary shall be added to Consolidated Net Income
to compute EBITDA only to the extent (and in the same proportion) that the net
income of such Restricted Subsidiary was included in calculating Consolidated
Net Income and only to the extent that a corresponding amount would be
permitted at the date of determination to be dividended or distributed,
directly or indirectly, to the Company by such Restricted Subsidiary without
breaching or violating a restriction, directly or indirectly, applicable to
such Restricted Subsidiary (disregarding for this purpose any restriction
permitted under clause (A), (C) (solely to the extent relating to
clause (A)) or (H) of the covenant described under “Certain
Covenants—Limitation on Restrictions on Distributions from Restricted
Subsidiaries”).


 


“Equity Offering” means a public or private sale for cash of Capital
Stock that is a sale of Capital Stock of the Company or any NTL Holding Company
(not including convertible debt or other equity-linked securities or purchases
of Capital Stock of the Company or any NTL Holding Company funded by a sale of
debt, convertible debt or other equity-linked securities of the Company or any
NTL Holding Company).


 


“Euro Notes” means the euro denominated •%
Senior Notes due March 3, 2016 of the Issuer.


 


“European Government Obligations” means the highest-rated sovereign
obligations of the European Union or a Member State that are payable in euro
for the timely payment of which its full faith and credit is pledged, in each
case which are not callable or redeemable at the issuer’s option.


 


“Exchange Act” means the U.S. Securities Exchange Act of 1934, as
amended.


 


“Existing Notes” means the £375 million of 9.75% Senior Notes due 2014,
the $425 million of Senior Notes due 2014, the €225 million of Senior Notes due
2014 and the $100 million of Floating Rate Senior Notes due 2012 issued by NTL
Cable plc pursuant to an indenture dated April 13, 2004; and the “Existing
Notes Issuer” means the issuer of such Notes,


 


37

















 


including any successor issuer from time to time pursuant to the
indenture governing the Existing Notes.


 


“Fair Market Value” means, with respect to any asset or Property, the
price which could be negotiated in an arm’s-length transaction between a
willing seller and a willing buyer, neither of whom is under undue pressure or
compulsion to complete the transaction. For purposes of the covenant described
under “Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock,”
the Fair Market Value of Property or assets other than cash which involves an
aggregate amount in excess of £20 million shall be set forth in a
resolution of the Board of Directors.


 


“GAAP” means generally accepted accounting principles in the United
States of America as in effect as of the Merger Date. All ratios and
computations based on GAAP contained in the Indenture shall be computed in
conformity with GAAP as in effect at the Merger Date.


 


“Gilt Rate” means, as of any redemption date, the yield to maturity as
of such redemption date of United Kingdom government securities with a fixed
maturity (as complied by the Office for National Statistics and published in
the most recent Financial Statistics that have become publicly available at
least two Business Days in London prior to such redemption date (or, if such
Financial Statistics are no longer published, any publicly available source of
similar market data)) most nearly equal to the period from such redemption date
to March 3, 2011; provided, however, that if the period from such
redemption date to March 3, 2011 is less than one year, the weekly average
yield on actually traded United Kingdom government securities denominated in
sterling adjusted to a fixed maturity of one year shall be used.


 


“Guarantee” means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness or other obligation
of any other Person and any obligation, direct or indirect, contingent or
otherwise, of such Person:


 


(1)                                  to purchase or pay
(or advance or supply funds for the purchase or payment of) such Indebtedness
or other obligation of such other Person (whether arising by virtue of
partnership arrangements, or by agreement to keep-well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise); or


 


(2)                                  entered into for
purposes of assuring in any other manner the obligee of such Indebtedness or
other obligation of the payment thereof or to protect such obligee against loss
in respect thereof (in whole or in part);


 


provided, however, that the term “Guarantee” shall
not include endorsements for collection or deposit in the ordinary course of
business or (ii) a contractual commitment by a Person to make an
Investment in another Person so long as such Investment is reasonably expected
to constitute a Permitted Investment under clause (1) or (2) of the
definition of “Permitted Investment.” 
The term “Guarantee” used as a verb has a corresponding meaning. The
term “Guarantor” shall mean any Person Guaranteeing any obligation.


 


“Hedging Obligations” of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement or any Currency Agreement.


 


“Holder” means each Person in whose name the Notes are registered on
the Registrar’s books.


 


“Incur” means issue, assume, Guarantee, incur or otherwise become
liable for; provided, however, that any Indebtedness or Capital
Stock of a Person existing at the time such Person becomes a Subsidiary (whether
by merger, consolidation, acquisition or otherwise) shall be deemed to be
Incurred by such Person at the time it becomes a Subsidiary. The term “Incurrence”
when used as a noun shall have a correlative meaning.


 


Solely for purposes of determining compliance with the covenant
described under “Certain Covenants—Limitation on Indebtedness,” the following
will not be deemed to be the Incurrence of Indebtedness: (1) amortization
of debt discount or the accretion of principal with respect to a non-interest
bearing or other discount security; (2) the payment of regularly scheduled
interest in the form of additional Indebtedness of the same instrument or
the payment of regularly scheduled dividends on Capital Stock in the form of
additional Capital Stock of the same class and with the same terms; (3) the
obligation to pay a premium in respect of Indebtedness arising in connection
with the issuance of a notice of redemption or the making of a mandatory offer
to purchase such Indebtedness; and (4) a change in GAAP that results in an
obligation of such Person that exists at such time, and is not theretofore
classified as Indebtedness, becoming Indebtedness.


 


38

















 


“Indebtedness” means, with respect to any Person on any date of
determination, without duplication:


 


(1)                                  the principal of and
premium (if any) in respect of indebtedness of such Person for borrowed money;


 


(2)                                  the principal of and
premium (if any) in respect of obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments (other than loan notes or similar
instruments issued solely by way of consideration for the acquisition of assets
in order to defer capital gains or equivalent taxes where such loan notes or
similar instruments are not issued for the purpose of financing but are issued
for tax purposes);


 


(3)                                  all obligations of
such Person in respect of letters of credit, bankers’ acceptances or other
similar instruments (including reimbursement obligations with respect thereto),
other than reimbursement obligations with respect to letters of credit securing
obligations (other than obligations described in (1), (2) and (5) of
this definition) entered into in the ordinary course of business of such Person
to the extent such letters of credit are not drawn upon or, if and to the
extent drawn upon such drawing is reimbursed no later than the fifth Business
Day following receipt by such Person of a demand for reimbursement following
payment of the letter of credit;


 


(4)                                  all obligations of
such Person to pay the deferred and unpaid purchase price of Property or
services (except Trade Payables), which purchase price is due more than six
months after the date of placing such Property in service or taking delivery
and title thereto or the completion of such services and whose primary purpose
is for financing;


 


(5)                                  all Capitalized Lease
Obligations and all Attributable Debt of such Person;


 


(6)                                  the amount of all
obligations of such Person with respect to the redemption, repayment or other repurchase
of any Disqualified Stock or, with respect to any Subsidiary of such Person,
any Preferred Stock (but excluding, in each case, any accrued dividends);


 


(7)                                  all obligations
referred to in other clauses of this definition of other Persons secured by a
Lien on any asset of such Person, whether or not such Indebtedness is
assumed by such Person; provided,
however, that the amount of
Indebtedness of such Person shall be the lesser of: (A) the Fair
Market Value of such asset at such date of determination and (B) the
amount of such Indebtedness of such other Persons;


 


(8)                                  Hedging Obligations
of such Person; and


 


(9)                                  all obligations of
the type referred to in clauses (1) through (8) of other Persons and
all dividends of other Persons for the payment of which, in either case, such
Person is responsible or liable, directly or indirectly, as obligor, guarantor
or otherwise, including by means of any Guarantee.


 


The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and the maximum liability, upon the occurrence of the contingency giving
rise to the obligation, of any contingent obligations at such date as
determined in accordance with GAAP. The amount of Indebtedness under Hedging
Obligations of a Person will be calculated by reference to the net liability of
such Person thereunder (as determined in accordance with GAAP as of the date of
the most recent financial statements distributed to Holders under the covenant described
under “Certain Covenants—Ongoing Reporting”).


 


“Independent Financial Advisor” means an investment banking, financial
advisory, valuation or accounting firm of international standing or any third-party
appraiser of international standing; provided
that such firm or appraiser is not an Affiliate of the Company.


 


“Interest Rate Agreement” means with respect to any Person any interest
rate protection agreement, interest rate future agreement, interest rate option
agreement, interest rate swap agreement, interest rate cap agreement, interest
rate collar agreement, interest rate hedge agreement or other similar agreement
or arrangement to which such Person is party or of which it is a beneficiary.


 


“Investment” in any Person means any direct or indirect advance, loan
(other than advances to customers in the ordinary course of business that are
of a type that will be recorded as accounts receivable on the balance sheet of
the lender) or


 


39

















 


other extension of credit (including by way of Guarantee or similar
arrangement) or capital contribution to (including by means of any transfer of
cash or other Property to others or any payment for Property or services for
the account or use of others), or any purchase or acquisition of Capital Stock,
Indebtedness or other similar instruments issued by such Person, or any
prepayment, repayment, repurchase, redemption, retirement, refinancing or
defeasance of Indebtedness of such Person, together with all items that are or
would be classified as investments on a balance sheet prepared in accordance
with GAAP. For purposes of the covenants described under “Certain
Covenants—Designation of Restricted and Unrestricted Subsidiaries,” “Certain
Covenants—Limitation on Restricted Payments”:


 


(1)                                  “Investment” shall
include the portion (proportionate to the Company’s equity interest in such
Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the
Company at the time that such Subsidiary is designated an Unrestricted
Subsidiary; provided, however, that upon a redesignation of such
Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue
to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if
positive) equal to:


 


(A)                              the Company’s “Investment”
in such Subsidiary at the time of such redesignation, less


 


(B)                                the portion
(proportionate to the Company’s equity interest in such Subsidiary) of the Fair
Market Value of the net assets of such Subsidiary at the time of such redesignation;
and


 


(2)                                  any Property
transferred to or from an Unrestricted Subsidiary shall be valued at its Fair
Market Value at the time of such transfer.


 


“Legal Holiday” means (i) a Saturday, Sunday or other day on which
banking institutions are not required by law or regulation to be open in the
State of New York or London, England and (ii) a day on which TARGET is not
operating.


 


“Leverage Ratio” means the ratio of:


 


(1)                                  the outstanding
Indebtedness of the Company and its Consolidated Restricted Subsidiaries, to


 


(2)                                  the Pro Forma EBITDA.


 


“Lien” means any mortgage, pledge, security interest, encumbrance, lien
or charge of any kind (including any conditional sale or other title retention
agreement or lease in the nature thereof).


 


“Member State” means any country that was a member of the European
Union on April 13, 2004.


 


“Merger” means the merger of NTL Incorporated (as it was then named)
with Neptune Bridge Borrower, LLC, a Delaware limited liability company,
pursuant to the terms and conditions of the agreement and plan of merger dated
as of 2 October 2005 (as amended and restated on 14 December 2005 and
30 January 2006), and the reorganization, recapitalization and refinancing
in connection therewith in accordance with the Steps Paper.


 


“Merger Date” means March 3, 2006.


 


“Net Available Cash” from an Asset Disposition means cash payments
received (including, only when and as received, any cash payments received by
way of deferred payment of principal pursuant to a note or installment
receivable or otherwise and proceeds from the sale or other disposition of any
securities received as consideration, but excluding any other consideration
received in the form of assumption by the acquiring Person of Indebtedness
or other obligations relating to the properties or assets that are the subject
of such Asset Disposition or received in any other non-cash form) therefrom, in
each case net of:


 


(1)                                  all legal, accounting
and investment banking fees and expenses, title and recording tax expenses,
commissions and other fees and expenses incurred, and all national, regional,
state, provincial, foreign and local taxes required to be paid as a consequence
of such Asset Disposition,


 


(2)                                  all payments made on
any Indebtedness which is secured by any assets subject to such Asset
Disposition, in accordance with the terms of any Lien upon or other security
agreement of any kind with respect to such assets, or which must by its terms,
or in order to obtain a necessary consent to such Asset Disposition, or by
applicable law be repaid out of the proceeds from such Asset Disposition,


 


40

















 


(3)                                  all distributions and
other payments required to be made to minority interest holders in Subsidiaries
or joint ventures as a result of such Asset Disposition and


 


(4)                                  appropriate cash
amounts to be provided by the seller as a reserve, in accordance with GAAP,
against any liabilities associated with the Property or other assets disposed
of in such Asset Disposition and retained by the Company, the Issuer or any
Restricted Subsidiary after such Asset Disposition.


 


“Net Cash Proceeds,” with respect to any issuance or sale of Capital
Stock, means the cash proceeds of such issuance or sale net of attorneys’ fees,
accountants’ fees, underwriters’ or placement agents’ fees, discounts or
commissions and brokerage, consultant and other fees actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof.


 


“New Credit Facility” means the £3,775,000,000 Senior Facilities Agreement
between Telewest Global, Incorporated (to be renamed NTL Incorporated) as
Ultimate Parent and the other parties thereto, as the same may be
amended, modified, supplemented, extended or replaced from time to time, in
each case in accordance with the terms of the Indenture.


 


“Non-Recourse Debt” means Indebtedness:


 


(1)                                  as to which neither
the Company, the Issuer nor any other Restricted Subsidiary (a) provides
any Guarantee or credit support of any kind (including any undertaking,
Guarantee, indemnity, agreement or instrument that would constitute
Indebtedness) or (b) is directly or indirectly liable (as a guarantor or
otherwise);


 


(2)                                  no default with
respect to which (including any rights that the holders thereof may have
to take enforcement action against an Unrestricted Subsidiary) would permit
(upon notice, lapse of time or both) any holder of any other Indebtedness of
the Company, the Issuer or any other Restricted Subsidiary to declare a default
under such other Indebtedness or cause the payment thereof to be accelerated or
payable prior to its stated maturity; and


 


(3)                                  the explicit terms of
which provide there is no recourse against any of the assets of the Company,
the Issuer or any other Restricted Subsidiary.


 


“Notes” means the Sterling Notes, the Dollar Notes and the Euro Notes.


 


“NTL Holding Company” means any Person of which the Company is a Wholly
Owned Subsidiary.


 


“Officer” of a Person means the Chairman of the Board, the Chief
Executive Officer, the Chief Financial Officer, Deputy Chief Financial Officer,
the President, any Vice President, the Treasurer, Assistant Treasurer, or the
Secretary or Assistant Secretary.


 


“Officer’s Certificate” means a certificate signed by an Officer.


 


“Opinion of Counsel” means a written opinion from legal counsel of
recognized standing in a form reasonably satisfactory to the addressee of
such opinion. The counsel may be an employee of or counsel to the Issuer
or the Trustee.


 


“Permitted Acquisition” means the acquisition of the entire issued
share capital of Virgin Mobile Holdings (UK) plc.


 


“Permitted Business” means any business engaged in by the Company, the
Issuer or any other Restricted Subsidiary on the Merger Date and any Related
Business.


 


“Permitted Investment” means an Investment by the Company, the Issuer
or any other Restricted Subsidiary in:


 


(1)                                  the Company, any
Restricted Subsidiary or a Person that will, upon the making of such
Investment, become a Restricted Subsidiary;


 


(2)                                  another Person if as
a result of such Investment such other Person is merged or consolidated with or
into, or transfers or conveys all or substantially all its assets to, the
Company or any Restricted Subsidiary;


 


41

















 


(3)                                  cash and Temporary
Cash Investments;


 


(4)                                  receivables owing to
the Company, the Issuer or any other Restricted Subsidiary if created or
acquired in the ordinary course of business and payable or dischargeable in
accordance with customary trade terms; provided,
however, that such trade terms may include
such concessionary trade terms as the Company, the Issuer or any such
Restricted Subsidiary deems reasonable under the circumstances;


 


(5)                                  payroll, travel and
similar advances to cover matters that are expected at the time of such
advances ultimately to be treated as expenses for accounting purposes and that
are made in the ordinary course of business;


 


(6)                                  loans, advances or
Guarantees of loans or advances to employees (including for relocation) made in
the ordinary course of business of the Company or such Restricted Subsidiary
and not exceeding £5 million in the aggregate outstanding at any one time;


 


(7)                                  shares, obligations
or securities received in settlement of debts created in the ordinary course of
business and owing to the Company, the Issuer or any other Restricted
Subsidiary or in satisfaction of judgments;


 


(8)                                  any Person to the
extent such Investment represents the non-cash portion of the consideration
received for an Asset Disposition that was made pursuant to and in compliance
with the covenant described under “Certain Covenants—Limitation on Sales of
Assets and Subsidiary Stock;”


 


(9)                                  any Person, if such
Investment is in existence on the Merger Date and any Investment in any Person
to the extent such Investment Refinances an Investment in such Person existing
on the Merger Date in an amount not exceeding the amount of the Investment
being Refinanced; provided, however, that such new Investment is on
terms and conditions no less favorable to the Company, the Issuer or any other
Restricted Subsidiary than the Investment being Refinanced;


 


(10)                            Guarantees permitted to be
Incurred by the covenant described under “Certain Covenants—Limitation on
Indebtedness;”


 


(11)                            lease, utility and workers’
compensation, performance and other similar deposits made in the ordinary
course of business;


 


(12)                            Hedging Obligations
permitted under the Indenture;


 


(13)                            repurchases of the Notes;


 


(14)                            Investments resulting from
the disposition of assets in transactions excluded from the definition of “Asset
Disposition” pursuant to the exclusions from such definition;


 


(15)                            any Person where such
Investment was acquired by the Company, the Issuer or any other Restricted
Subsidiary (i) in exchange for any other Investment or accounts receivable
held by the Company, the Issuer or any such Restricted Subsidiary in connection
with or as a result of a bankruptcy, workout, reorganization or
recapitalization of the issuer of such other Investment or accounts receivable
or (ii) as a result of a foreclosure by the Company, the Issuer or any
such Restricted Subsidiary with respect to any secured Investment or other
transfer of title with respect to any secured Investment in default;


 


(16)                            any Receivables Subsidiary
organized in connection with a Qualified Receivables Transaction that, in the
good faith determination of the Company, are necessary or advisable to effect
such Qualified Receivables Transaction;


 


(17)                            an Investment consisting of
the contribution of all or any part of the Content Business to a joint
venture formed by the Company or any of its Restricted Subsidiaries with one or
more joint venturers; and


 


(18)                            any Person; provided, however,
that such Investment (having a Fair Market Value measured on the date such
Investment was made and without giving effect to subsequent changes in value),
when taken together


 


42

















 


with all other Investments made pursuant to this clause (18) since
the Merger Date, shall not exceed at the time the Investment is made the
greater of (a) 2.0% of Total Assets or (b) £100 million; provided, further,
however, that Investments made in
any Unrestricted Subsidiary pursuant to this clause (18) shall not
increase the amount of Restricted Payments permitted to be made under the
covenant described under “Certain Covenants—Limitation on Restricted Payments”
upon any redesignation of any such Unrestricted Subsidiary as a Restricted
Subsidiary.


 


“Permitted Liens” means, with respect to any Person:


 


(1)                                  pledges or deposits
by such Person under worker’s compensation laws, unemployment insurance laws or
similar legislation, or good faith deposits in connection with bids, tenders,
contracts (other than for the payment of Indebtedness) or leases to which such
Person is a party, or deposits to secure public or statutory obligations of
such Person or deposits of cash or Temporary Cash Investments to secure surety
or appeal bonds to which such Person is a party, or deposits as security for
contested taxes or customs duties in connection with the importation of goods
or for the payment of rent, in each case Incurred in the ordinary course of
business;


 


(2)                                  Liens imposed by law,
such as statutory Liens for landlords and carriers’, warehousemen’s and
mechanics’ Liens, in each case for sums not yet delinquent or being contested
in good faith or other Liens arising out of judgments or awards against such
Person with respect to which such Person shall then be proceeding with an
appeal or other proceedings for review;


 


(3)                                  Liens for taxes,
assessments or government charges or claims not yet due or payable or subject
to penalties for non-payment or which are being contested in good faith;


 


(4)                                  Liens in favor of
issuers of surety bonds, performance bonds or letters of credit, bankers’
acceptances or other obligations of a like nature provided by the Company or a
Restricted Subsidiary in the ordinary course of business;


 


(5)                                  survey exceptions,
encumbrances, easements or reservations of, or rights of others for, licenses,
rights-of-way, sewers, electric lines, utility agreements, telegraph and telephone
lines and other similar purposes, or zoning or other restrictions as to the use
of real property or Liens incidental to the conduct of the business of such
Person or to the ownership of its properties which were not Incurred in
connection with Indebtedness and which do not in the aggregate materially
adversely affect the value of said properties or materially impair their use in
the operation of the business of such Person;


 


(6)                                  Liens securing
Purchase Money Indebtedness and Capitalized Lease Obligations Incurred to
finance the construction, purchase or lease of, or repairs, improvements or
additions to, assets or Property of such Person; provided, however,
that the Lien may not extend to any other assets or Property owned by such
Person or any of its Subsidiaries at the time the Lien is Incurred, and the
original principal amount of the Indebtedness secured by the Lien may not
be Incurred more than 180 days after the later of the acquisition,
completion of construction, repair, improvement, addition or commencement of
full operation of the Property subject to the Lien;


 


(7)                                  Liens to secure
Indebtedness of any Restricted Subsidiary that is not the Company, the Issuer
or an Intermediate Guarantor (other than Public Debt);


 


(8)                                  Liens existing on the
Merger Date;


 


(9)                                  Liens on Property or
shares of another Person at the time such other Person becomes a Subsidiary of
such Person; provided, however, that such Liens are not created,
Incurred or assumed in connection with, or in contemplation of, such other Person
becoming such a Subsidiary; provided further,
however, that such Liens do not
extend to any other Property owned by such Person or any of its Subsidiaries;


 


(10)                            Liens on Property at the
time such Person or any of its Subsidiaries acquires the Property, including
any acquisition by means of a merger or consolidation with or into such Person
or any Subsidiary of such Person; provided,
however, that such Liens are not
created, Incurred or assumed in connection with, or in contemplation of, such
acquisition; provided further, however, that the Liens do not extend to
any other


 


43

















 


Property owned by such Person or any of its Subsidiaries;


 


(11)                            Liens securing Indebtedness
or other obligations of a Subsidiary of such Person owing to a Restricted
Subsidiary or the Issuer (other than Indebtedness or other obligations owing by
an Additional Subsidiary Guarantor to a Subsidiary that is not an Additional
Subsidiary Guarantor);


 


(12)                            Liens securing Hedging
Obligations permitted to be Incurred under the Indenture so long as such
obligations relate to Indebtedness that is, and is permitted under the
Indenture to be, secured by a Lien on the same Property securing such
obligations or cash collateral or customary Liens Incurred in connection with
Hedging Obligations;


 


(13)                            Liens to secure any
Refinancing (or successive Refinancings) as a whole, or in part, of any
Indebtedness secured by any Lien referred to in the foregoing clauses (6), (8),
(9) and (10); provided, however, that:


 


(A)                              such new Lien shall be
limited to all or part of the same Property that secured the original Lien
(plus improvements to or on such Property) and


 


(B)                                the Indebtedness
secured by such Lien at such time is not increased to any amount greater than
the sum of:


 


(i)                                     the outstanding
principal amount or, if greater, committed amount of the Indebtedness secured
by Liens described under clause (6), (8), (9) or (10) at the
time the original Lien became a Permitted Lien under the Indenture and


 


(ii)                                  an amount necessary
to pay any fees and expenses, including premiums, related to such Refinancings;


 


(14)                            Liens securing the Notes,
the Intermediate Guarantees, the Additional Subsidiary Guarantees and other
obligations of the Company and any Restricted Subsidiaries under the Indenture;


 


(15)                            Liens of a Restricted
Subsidiary that is not an Intermediate Guarantor, the Issuer or an
Additional  Subsidiary Guarantor securing
Indebtedness of a Restricted Subsidiary that is not an Intermediate Guarantor,
the Issuer or an Additional Subsidiary Guarantor;


 


(16)                            Liens in favor of any
Intermediate Guarantor, the Issuer or an Additional Subsidiary Guarantor;


 


(17)                            Liens to secure Receivables
and Related Assets as part of a Qualified Receivables Transaction;


 


(18)                            Liens arising by virtue of
any statutory or common law provisions (or by agreement to the same effect)
relating to banker’s Liens, contractual rights of set-off or similar rights and
remedies as to deposit accounts or other funds maintained with a depository or
financial institution;


 


(19)                            Liens arising from U.S. Uniform Commercial
Code financing statement filings (or similar filings in other applicable
jurisdictions) regarding operating leases entered into by the Person in the
ordinary course of business;


 


(20)                            Liens in connection with
any Sale/Leaseback Transaction permitted pursuant to the covenant described
under “Certain Covenants—Limitation or Sale/Leaseback Transactions;”


 


(21)                            Liens Incurred as a
transaction described in the Steps Paper; and


 


(22)                            Liens Incurred in the
ordinary course of business of any Intermediate Guarantor or any Restricted
Subsidiary with respect to obligations (other than Indebtedness for borrowed
money) that do not exceed £40 million at any time outstanding.


 


“Permitted
Sit-up Payments” means the payment of preference distributions in accordance
with the terms and conditions of the outstanding redeemable preference shares
of Sit-up, provided that the
aggregate amount of all such preference distributions paid in any financial
year shall not exceed £1,000 and any payment with respect to the purchase or


 


44

















 


redemption
by the Company or any Restricted Subsidiary of all or any portion of the
outstanding redeemable preference shares of Sit-up pursuant to the terms of the
Sit-up Acquisition Documents (including any such payment as may be
permitted under the articles of association of Sit-up);


 


“Person” means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.


 


“Preferred Stock,” as applied to the Capital Stock of any Person, means
Capital Stock of any class or classes (however designated) that is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such Person,
over shares of Capital Stock of any other class of such Person.


 


“principal” of a Note means the principal of the Note plus the premium,
if any, payable on the Note which is due or overdue or is to become due at the
relevant time.


 


“Pro Forma EBITDA” means, for any period, the EBITDA of the Company and
its Consolidated Restricted Subsidiaries, after giving effect to the following:


 


if:


 


(1)                                  since the beginning
of such period, the Company or any Restricted Subsidiary shall have made any
Asset Disposition or an Investment (by merger or otherwise) in any Restricted
Subsidiary (or any Person that becomes a Restricted Subsidiary) or an
acquisition (including the Merger);


 


(2)                                  the transaction
giving rise to the need to calculate Pro Forma EBITDA is such an Asset
Disposition, Investment or acquisition; or


 


(3)                                  since the beginning
of such period any Person that subsequently became a Restricted Subsidiary or
was merged with or into the Company or any Restricted Subsidiary since the
beginning of such period shall have made such an Asset Disposition, Investment
or acquisition,


 


EBITDA for such period shall be calculated in good faith by a
responsible financial or accounting officer of the Company after giving pro
forma effect to such Asset Disposition, Investment or acquisition as if such
Asset Disposition (and the application of the proceeds therefrom), Investment
or acquisition occurred on the first day of such period.


 


“Property” means, with respect to any Person, any interest of such
Person in any kind of property or asset, whether real, personal or mixed, or
tangible or intangible, including Capital Stock in, and other securities of,
any other Person.


 


“Public Debt” means any Indebtedness consisting of bonds, debentures,
notes or other similar debt securities issued in (1) a public offering
registered under the Securities Act or a public offering registered, filed or
approved under the securities laws of a jurisdiction other than the United
States or (2) a private placement to institutional investors that is
underwritten for resale in accordance with Rule 144A or Regulation S
under the Securities Act, whether or not it includes registration rights
entitling the holders of such debt securities to registration thereof with the
SEC for public resale. The term “Public Debt,” for the avoidance of doubt,
shall not be construed to include any Indebtedness issued to institutional
investors in a direct placement of such Indebtedness that is not underwritten
by an intermediary (it being understood that, without limiting the foregoing, a
financing that is distributed to not more than ten Persons (provided that
multiple managed accounts and Affiliates of any such Persons shall be treated
as one Person for the purposes of this definition) shall not be deemed
underwritten), or any Bank Indebtedness under any Credit Facility, Capitalized
Lease Obligation or recourse transfer of any financial asset or any other type
of Indebtedness Incurred in a manner not customarily viewed as a “securities
offering.”


 


“Purchase Money Indebtedness” means Indebtedness:


 


(1)                                  consisting of the
deferred purchase price of an asset, conditional sale obligations, obligations
under any title retention agreement and other purchase money obligations, in
each case where the maturity of such Indebtedness does not exceed the
anticipated useful life of the asset being financed, and


 


(2)                                  Incurred to finance
the acquisition by the Company or a Restricted Subsidiary of such asset,
including additions and improvements;


 


45

















 


provided, however, that the original principal
amount of such Indebtedness is Incurred within 180 days after the
acquisition by the Company or such Restricted Subsidiary of such asset.


 


“Qualified Receivables Transaction” means any transaction or series of
transactions that may be entered into by the Company, the Issuer or any
other Restricted Subsidiary pursuant to which the Company, the Issuer or any
other Restricted Subsidiary may sell, convey or otherwise transfer to:


 


(1)                                  a Receivables
Subsidiary (in the case of a transfer by the Company, the Issuer or any other
Restricted Subsidiary); and


 


(2)                                  any other Person (in
the case of a transfer by a Receivables Subsidiary),


 


or may grant a security interest in, any Receivables and Related
Assets.


 


“Receivables and Related Assets” means accounts receivable,
instruments, chattel paper, obligations, general intangibles and other similar
assets, including interests in merchandise or goods, the sale or lease of which
give rise to the foregoing, related contractual rights, Guarantees, insurance
proceeds, collections, other related assets and assets that are customarily
transferred, or in respect of which security interests are customarily granted,
in connection with asset securitization transactions involving accounts
receivable, and proceeds of all the foregoing.


 


“Receivables Fees” means distributions or payments made directly or by
means of discounts with respect to any participation interest issued or sold in
connection with, and other fees paid to a Person that is not a Restricted
Subsidiary in connection with, any Qualified Receivables Transaction.


 


“Receivables Subsidiary” means a Subsidiary of the Company that engages
in no activities other than in connection with the financing of accounts
receivable and that is designated by the Board of Directors (as provided below)
as a Receivables Subsidiary and:


 


(1)                                  has no Indebtedness
or other Obligation (contingent or otherwise) that:


 


(A)                              are guaranteed by the
Company Issuer or any Restricted Subsidiary, other than contingent liabilities
pursuant to Standard Securitization Undertakings;


 


(B)                                are recourse to or
obligate the Company or any Restricted Subsidiary in any way other than
pursuant to Standard Securitization Undertakings; or


 


(C)                                subjects any Property
or assets of the Company or any Restricted Subsidiary, directly or indirectly,
contingently or otherwise, to the satisfaction thereof, other than pursuant to
Standard Securitization Undertakings;


 


(2)                                  has no contract,
agreement, arrangement or undertaking (except in connection with a Qualified
Receivables Transaction) with the Company or any Restricted Subsidiary other
than on terms no less favorable to the Company or such Restricted Subsidiary
than those that might be obtained at the time from Persons that are not
Affiliates of the Issuer, other than fees payable in the ordinary course of business
in connection with servicing accounts receivables; and


 


(3)                                  neither the Company
nor any Restricted Subsidiary has any obligation to maintain or preserve such
Receivables Subsidiary’s financial condition or cause such Receivables
Subsidiaries to achieve certain levels of operating results.


 


Any such designation by the Board of Directors shall be evidenced to
the relevant Trustee by filing with such Trustee a copy of the resolution of
the Board of Directors giving effect to such designation and an Officer’s
Certificate certifying, to such officer’s knowledge and belief after consulting
with counsel that such designation complied with the foregoing conditions.


 


“Refinance” means, in respect of any Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue
other Indebtedness exchange or replacement for, such Indebtedness. “Refinanced”
and “Refinancing” shall have correlative meanings.


 


46

















 


“Refinancing Indebtedness” means any Indebtedness that Refinances any
other Indebtedness, including any successive Refinancings, so long as:


 


(1)                                  such Indebtedness is
in an aggregate principal amount (or if Incurred with original issue discount,
an aggregate issue price) not in excess of the sum of:


 


(A)                              the aggregate principal
amount (or if Incurred with original issue discount, the aggregate accreted
value) then outstanding of the Indebtedness being Refinanced, and


 


(B)                                an amount necessary to
pay any fees and expenses, including premiums and defeasance costs, related to
such Refinancing,


 


(2)                                  the Average Life of
such Indebtedness is equal to or greater than the Average Life of the
Indebtedness being Refinanced,


 


(3)                                  the Stated Maturity
of such Indebtedness is no earlier than the Stated Maturity of the Indebtedness
being Refinanced, and


 


(4)                                  to the extent such
Indebtedness directly or indirectly Refinances Indebtedness of a Restricted
Subsidiary Incurred pursuant to clause (b)(5) under “Certain
Covenants—Limitation on Indebtedness,” such Refinancing Indebtedness is
Incurred only by such Restricted Subsidiary;


 


provided, however, that Refinancing Indebtedness
shall not include:


 


(y)                                 Indebtedness of a
Restricted Subsidiary that is not an Intermediate Guarantor, the Issuer or an
Additional Subsidiary Guarantor that Refinances Indebtedness of an Intermediate
Guarantor, the Issuer or an Additional Subsidiary Guarantor (unless the
Indebtedness being Refinanced is not Public Debt, other than exchange notes
issued pursuant to or loans outstanding under the Bridge Facility) of the
Issuer or an Intermediate Guarantor or


 


(z)                                   Indebtedness of the
Company or a Restricted Subsidiary that Refinances Indebtedness of an
Unrestricted Subsidiary.


 


“Related Business” means any business related, ancillary or
complementary to the businesses of the Company, the Intermediate Guarantors,
the Issuer and the Restricted Subsidiaries on the Merger Date including,
without limitation, all forms of television, telephony and Internet services
and any services relating to carriers, networks, broadcast or communications
services, or Content.


 


“Restricted Subsidiary” means any Subsidiary of the Company other than
an Unrestricted Subsidiary.


 


“Sale/Leaseback Transaction” means an arrangement relating to Property
now owned or hereafter acquired by the Company or any Restricted Subsidiary
whereby the Company or any Restricted Subsidiary transfers such Property to a
Person and the Company or such Restricted Subsidiary leases it from such
Person, other than leases between the Company and any Restricted Subsidiary or
between Restricted Subsidiaries.


 


“SEC” means the U.S. Securities and Exchange Commission.


 


“Secured Indebtedness” means any Indebtedness of any Person secured by
a Lien.


 


“Securities Act” means the U.S. Securities Act of 1933, as amended.


 


“Security Documents” means the documents evidencing the Liens created
from time to time over the Collateral.


 


“Senior Indebtedness” of the Company, the Issuer or Intermediate
Guarantors means the principal of, premium (if any) and accrued and unpaid
interest on (including interest accruing on or after the filing of any petition
in bankruptcy or for reorganization of the Issuer or such Intermediate
Guarantors, regardless of whether or not a claim for post-filing interest is
allowed in such proceedings), and fees and other amounts owing in respect of,
Bank Indebtedness (including Hedging


 


47

















 


Obligations relating thereto) and all other Indebtedness of the Issuer
or such Intermediate Guarantors, as applicable, whether outstanding on the
Merger Date or thereafter Incurred, unless in the instrument creating or
evidencing the same or pursuant to which the same is outstanding it is provided
that such obligations are (a) subordinated in right of payment to the
Notes, in the case of Indebtedness of the Issuer, or (b) are subordinated
in right of payment to, an Intermediate Guarantor’s Note Guarantee, in the case
of Indebtedness of an Intermediate Guarantor; provided,
however, that Senior Indebtedness
of the Issuer or an Intermediate Guarantor shall not include:


 


(1)                                  any obligation of the
Issuer, an Intermediate Guarantor or an Additional Subsidiary Guarantor to the
Company or any Restricted Subsidiary;


 


(2)                                  any liability for
national, regional, state, local or other taxes owed or owing by the Issuer or
an Intermediate Guarantor, as applicable, other than as required by law;


 


(3)                                  any accounts payable
or other liability to trade creditors arising in the ordinary course of
business (including Guarantees thereof or instruments evidencing such
liabilities);


 


(4)                                  any Indebtedness or
obligation of the Issuer or such Intermediate Guarantor (and any accrued and
unpaid interest in respect thereof) that by its terms is subordinate or junior
in any respect to any other Indebtedness or obligation of the Issuer or such
Intermediate Guarantor, as applicable, including any Subordinated Obligations
of the Issuer or such Intermediate Guarantor, as applicable;


 


(5)                                  any obligations with
respect to any Capital Stock; or


 


(6)                                  any Indebtedness
Incurred in violation of the Indenture.


 


“Significant Subsidiary” means any Restricted Subsidiary that would be
a “Significant Subsidiary” of the Company within the meaning of Rule 1-02
under Regulation S-X promulgated by the SEC.


 


“Sit-up”
means sit-up Limited, a company incorporated under the laws of England and
Wales with registered number 3877786 and having its registered office at
179-181 The Vale, Acton, London  W3 7RW.


 


“Sit-up
Acquisition Documents” means each of:


 


(a)                                  the share purchase deed between Screenshop and
Alpine Situp LLC for the sale of 1,991,841 preference                            shares and 565,919 warrants to subscribe for ordinary shares in the
capital of Sit-up, dated 23 March          2005;


 


(b)                                 the offer document dated on or about 10 May 2005
which describes the terms and conditions of the recommended offer made by
Screenshop to purchase the issued and to be issued shares of Sit-up;


 


(c)                                  the share purchase agreement between
Screenshop, John Egan, Ashley Faull and Christopher Manson dated on or around
10 May 2005;


 


(d)                                 the subscription agreement between the Sit-up,
Screenshop, Flextech Broadband Limited, John Egan, Ashley Faull and Christopher
Manson entered into on or about 10 May 2005.


 


(e)                                  and any other document related to the above
designated as an “Sit-up Acquisition Document” in writing to the Trustee by the
Company.


 


“Standard Securitization Undertakings” means representations,
warranties, covenants and indemnities entered into by the Company, the Issuer
or any other Restricted Subsidiary that are customary in an accounts receivable
transaction.


 


“Stated Maturity” means, with respect to any security, the date
specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency beyond the control of the issuer unless such
contingency has occurred).


 


“Steps
Paper” means the paper entitled “Proposed Flip Structure” as agreed between NTL
and the Bookrunners under the New Credit Facility as of the date thereof,
setting out the restructuring steps affecting the Telewest group and NTL group
occurring prior to, on and following the Merger Date.


 


48

















 


“Sterling Equivalent” means with respect to any monetary amount in a
currency other than pounds sterling, at any time of determination thereof, the
amount of pounds sterling obtained by converting such foreign currency involved
in such computation into pounds sterling at the average of the spot rates for
the purchase and sale of pounds sterling with the applicable foreign currency
as quoted on or recorded in any recognized source of foreign exchange rates
within two Business Days prior to such determination. Whenever it is necessary
to determine whether the Issuer has complied with any covenant in the Indenture
or whether a Default has occurred and an amount is expressed in a currency
other than pounds sterling, such amount shall be treated as the Sterling
Equivalent determined as of the date such amount is initially determined in
such currency.


 


“Sterling Notes” means the Sterling denominated •% Senior Notes
due March 3, 2016 of the Issuer.


 


“Subordinated Obligation” means any Indebtedness of the Issuer or a
Note Guarantor (whether outstanding on the Merger Date or thereafter Incurred)
that is subordinate or junior in right of payment to the Notes (in the case of
the Issuer) or the Note Guarantee (in the case of a Note Guarantor) pursuant to
a written agreement.


 


“Subsidiary” of any Person means any corporation, association,
partnership or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by:


 


(1)                                  such Person,


 


(2)                                  such Person and one
or more Subsidiaries of such Person or


 


(3)                                  one or more
Subsidiaries of such Person.


 


“Take-Out Securities” means any high yield notes issued to refinance
Indebtedness under the Bridge Facility or exchange notes issued thereunder.


 


“TARGET” means the Trans-European Automated Real-time Gross Settlement
Express Transfer payment system (for the settlement of payments in euro).


 


“Temporary Cash Investments” means any of the following:


 


(1)                                  any investment in
direct obligations of any country that is a Member State or the United States
of America or any agency thereof or obligations Guaranteed by any country that
is a Member State or the United States of America or any agency thereof, and
whose long-term debt is rated “A” (or such similar equivalent rating) or higher
by at least one nationally recognized statistical rating organization (as
defined in Rule 436 under the Securities Act);


 


(2)                                  investments in
checking accounts, time deposit accounts, certificates of deposit, bankers’
acceptances and money market deposits maturing within one year of the date of
acquisition thereof issued by a bank or trust company that is organized under
the laws of the United States of America, any state thereof or any foreign
country recognized by the United States of America having capital, surplus and
undivided profits aggregating in excess of £250 million (or the foreign
currency equivalent thereof) and whose long-term debt is rated “A” (or such
similar equivalent rating) or higher by at least one nationally recognized
statistical rating organization (as defined in Rule 436 under the
Securities Act);


 


(3)                                  repurchase
obligations with a term of not more than 60 days for underlying securities
of the types described in clause (1) above entered into with a bank
meeting the qualifications described in clause (2) above;


 


(4)                                  investments in
commercial paper, maturing not more than 180 days after the date of
acquisition, issued by a corporation (other than an Affiliate of the Issuer)
organized and in existence under the laws of the United States of America or
any foreign country recognized by the United States with a rating at the time
as of which any investment therein is made of “P-1” (or higher) according to
Moody’s Investors Service, Inc. or “A-1” (or higher) according to Standard
and Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc.
(“S&P”); and


 


49

















 


(5)                                  investments in securities
with maturities of one year or less from the date of acquisition issued or
fully guaranteed by any country that is a Member State, any state, commonwealth
or territory of the United States of America, or by any political subdivision
or taxing authority thereof, and rated at least “A” by S&P or “A” by Moody’s
Investors Service, Inc.


 


“Total Assets” means, as of any date of determination, the fixed assets
and current assets shown on the most recent Consolidated balance sheet of the
Company as certified in an Officer’s Certificate delivered to the Trustee.


 


“Trade Payables” means, with respect to any Person, any accounts
payable or any indebtedness or monetary obligation to trade creditors created,
assumed or Guaranteed by such Person arising in the ordinary course of business
in connection with the acquisition of goods or services.


 


“Treasury Rate” means the yield to maturity at the time of computation
of United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15
(519) which has become publicly available at least two Business Days (but
not more than five Business Days) prior to the redemption date (or, if such
Statistical Release is not so published or available, any publicly available
source of similar market data selected by the Company in good faith)) most
nearly equal to the period from the redemption date to March 3, 2011; provided, however,
that if the period from the redemption date to March 3, 2011 is not equal
to the constant maturity of a United States Treasury security for which a
weekly average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of United States Treasury securities for which such yields are
given, except that if the period from the redemption date to March 3, 2011
is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year shall be
used.


 


“Trustee” means the party named as such in the Indenture until a
successor replaces it and, thereafter, means the successor.


 


“Trust Indenture Act” means the U.S. Trust Indenture Act of 1939, as
amended.


 


“Trust Officer” means the Chairman of the Board, the President or any
other officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.


 


“UK Government Obligations” means sovereign obligations of the UK that
are payable in pounds sterling for the timely payment of which its full faith
and credit is pledged, in each case which are not callable or redeemable at the
issuer’s option.


 


“Unrestricted Subsidiary” means:


 


(1)                                  any Subsidiary of the
Company that at the time of determination shall be designated an Unrestricted
Subsidiary by the Board of Directors in accordance with the covenant described
under “Certain Covenants—Designation of Restricted and Unrestricted
Subsidiaries”; and


 


(2)                                  any Subsidiary of an
Unrestricted Subsidiary.


 


“U.S. Government Obligations” means securities that are (a) direct
obligations of the United States of America for the timely payment of which its
full faith and credit is pledged or (b) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of the United
States of America the timely payment of which is unconditionally guaranteed as
a full faith and credit obligation of the United States of America, which, in
either case, are not callable or redeemable at the option of the issuer
thereof, and shall also include a depositary receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act), as custodian with
respect to any such U.S. Government Obligations or a specific payment of
principal of or interest on any such U.S. Government Obligations held by such
custodian for the account of the holder of such depositary receipt; provided, however,
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depositary receipt from
any amount received by the custodian in respect of the U.S. Government
Obligations or the specific payment of principal of or interest on the U.S.
Government Obligations evidenced by such depositary receipt.


 


“Voting Stock” of a Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.


 


50

















 


“Wholly Owned Subsidiary” means (1) in respect of any Person, a
Person, all of the Capital Stock of which (other than directors’ qualifying
shares or an immaterial amount of shares required to be owned by other Persons
pursuant to applicable law or to ensure limited liability) is owned by that
Person directly or (2) indirectly by a Person that satisfies the
requirements of clause (1).


 


51






 













 


ANNEX A


 


FORM OF STRUCTURE 2 BRIDGE FACILITIES AGREEMENT


 


168

















 


ANNEX A


 




 





[•]
2006

$1,048,800,000 BRIDGE FACILITY AGREEMENT


 


between


 


NTL INCORPORATED

(formerly Telewest Global, Incorporated)

as Ultimate Parent


 


NTL CABLE PLC

as
Borrower


 


DEUTSCHE BANK AG, LONDON BRANCH

J.P. MORGAN PLC

THE ROYAL BANK OF SCOTLAND PLC

GOLDMAN SACHS INTERNATIONAL

as Bookrunners and Mandated Lead Arrangers


 


J.P. MORGAN EUROPE LIMITED

as Facility Agent


 


DEUTSCHE BANK AG, LONDON BRANCH

as Security Trustee


 


and


 


THE
LENDERS




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  DEFINITIONS AND
  INTERPRETATION

  	
  1

  
	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.2

  	
  Accounting Expressions

  	
  42

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.3

  	
  Construction

  	
  42

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.4

  	
  Currency

  	
  44

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.5

  	
  Statutes

  	
  44

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.6

  	
  Time

  	
  44

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.7

  	
  References to
  Agreements

  	
  44

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.8

  	
  Holding Company of
  Ultimate Parent

  	
  44

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.9

  	
  No Personal Liability

  	
  44

  
	
   

  	
   

  	
   

  
	
  2.

  	
  THE FACILITY

  	
  44

  
	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  The Facility

  	
  44

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.2

  	
  Purpose

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.3

  	
  Several Obligations

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.4

  	
  Several Rights

  	
  45

  
	
   

  	
   

  	
   

  
	
  3.

  	
  CONDITIONS

  	
  45

  
	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Conditions Precedent

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.2

  	
  Conditions Subsequent

  	
  45

  
	
   

  	
   

  	
   

  
	
  4.

  	
  UTILISATION AND
  EXTENSION

  	
  46

  
	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Conditions to
  Utilisation

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.2

  	
  Lenders’ Participations

  	
  46

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.3

  	
  Initial Maturity Date
  and Conversion of Initial Loans

  	
  46

  
	
   

  	
   

  	
   

  
	
  5.

  	
  REPAYMENT OF
  LOANS

  	
  47

  
	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Repayment of Initial
  Loans

  	
  47

  
	
   

  	
   

  	
   

  
	
  6.

  	
  CANCELLATION

  	
  47

  
	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Voluntary Cancellation

  	
  47

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.2

  	
  Notice of Cancellation

  	
  47

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.3

  	
  Cancellation of
  Available Commitments

  	
  48

  
	
   

  	
   

  	
   

  
	
  7.

  	
  VOLUNTARY
  PREPAYMENT

  	
  48

  
	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  Voluntary Prepayment

  	
  48

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.2

  	
  Right of Prepayment and
  Cancellation in relation to a single Lender

  	
  48

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.3

  	
  Notice of Repayment

  	
  48

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.4

  	
  Restrictions on
  Repayment

  	
  48

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.5

  	
  No Reborrowing

  	
  48

  
						



 


i

















 


	
  8.

  	
  MANDATORY
  PREPAYMENT AND CANCELLATION

  	
  48

  
	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Change of Control

  	
  48

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.2

  	
  Repayment from Net
  Proceeds

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.3

  	
  Repayment from Debt
  Proceeds

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.4

  	
  Repayment from Equity
  Proceeds

  	
  51

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.5

  	
  Repayment from
  Securitisations

  	
  52

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.6

  	
  Repayment
  from Take-Out Debt Proceeds

  	
  52

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.7

  	
  Application to
  Senior Facilities

  	
  52

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.8

  	
  Trapped Cash

  	
  52

  
	
   

  	
   

  	
   

  
	
  9.

  	
  INTEREST

  	
  53

  
	
   

  	
   

  	
   

  
	
   

  	
  9.1

  	
  Interest Periods

  	
  53

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.2

  	
  Duration

  	
  53

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.3

  	
  Consolidation of
  Initial Loans

  	
  53

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.4

  	
  Division of Initial
  Loans

  	
  53

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.5

  	
  Payment of Interest

  	
  54

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.6

  	
  Interest Rate

  	
  54

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.7

  	
  Notification

  	
  54

  
	
   

  	
   

  	
   

  
	
  10.

  	
  MARKET
  DISRUPTION AND ALTERNATIVE INTEREST RATES

  	
  54

  
	
   

  	
   

  	
   

  
	
   

  	
  10.1

  	
  Market Disruption

  	
  54

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.2

  	
  Substitute Interest
  Rate

  	
  55

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.3

  	
  Alternative Rate

  	
  55

  
	
   

  	
   

  	
   

  
	
  11.

  	
  COMMISSIONS AND
  FEES

  	
  55

  
	
   

  	
   

  	
   

  
	
   

  	
  11.1

  	
  Fees

  	
  55

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.2

  	
  Agency Fee

  	
  55

  
	
   

  	
   

  	
   

  
	
  12.

  	
  TAXES

  	
  56

  
	
   

  	
   

  	
   

  
	
   

  	
  12.1

  	
  Tax Gross-up

  	
  56

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.2

  	
  Lender Tax Status

  	
  57

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.3

  	
  Tax Indemnity

  	
  59

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.4

  	
  Tax Credit

  	
  60

  
	
   

  	
   

  	
   

  
	
  13.

  	
  INCREASED COSTS

  	
  61

  
	
   

  	
   

  	
   

  
	
   

  	
  13.1

  	
  Increased Costs

  	
  61

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.2

  	
  Increased Costs Claims

  	
  61

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.3

  	
  Exceptions

  	
  62

  
	
   

  	
   

  	
   

  
	
  14.

  	
  ILLEGALITY

  	
  62

  
	
   

  	
   

  	
   

  
	
  15.

  	
  MITIGATION

  	
  63

  
	
   

  	
   

  	
   

  
	
   

  	
  15.1

  	
  Mitigation

  	
  63

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.2

  	
  Limitation of Liability

  	
  63

  



 


ii

















 


	
  16.

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
  63

  
	
   

  	
   

  	
   

  
	
   

  	
  16.1

  	
  Time for making
  Representations and Warranties

  	
  63

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.2

  	
  Due Organisation

  	
  64

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.3

  	
  No Deduction

  	
  64

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.4

  	
  Claims Pari Passu

  	
  64

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.5

  	
  No Immunity

  	
  64

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.6

  	
  Governing Law and
  Judgments

  	
  64

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.7

  	
  All Actions Taken

  	
  64

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.8

  	
  No Filing or Stamp
  Taxes

  	
  65

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.9

  	
  Binding Obligations

  	
  65

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.10

  	
  No Winding-up

  	
  65

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.11

  	
  No Event of Default

  	
  65

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.12

  	
  No Material Proceedings

  	
  65

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.13

  	
  Original Financial
  Statements

  	
  65

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.14

  	
  No Material Adverse
  Change

  	
  66

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.15

  	
  No Undisclosed
  Liabilities

  	
  66

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.16

  	
  Accuracy of Information

  	
  66

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.17

  	
  Indebtedness and
  Encumbrances

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.18

  	
  Execution of Finance
  Documents

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.19

  	
  Structure

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.20

  	
  Environmental Matters

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.21

  	
  Necessary
  Authorisations

  	
  68

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.22

  	
  Intellectual Property

  	
  68

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.23

  	
  Ownership of Assets

  	
  68

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.24

  	
  Payment of Taxes

  	
  68

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.25

  	
  Pension Plans

  	
  69

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.26

  	
  Security

  	
  69

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.27

  	
  Investment Company Act

  	
  69

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.28

  	
  Margin Stock

  	
  69

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.29

  	
  Insurance

  	
  70

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.30

  	
  Centre of Main
  Interests

  	
  70

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.31

  	
  Merger Documents

  	
  70

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.32

  	
  Broadcasting Act 1990

  	
  70

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.33

  	
  Telecommunications,
  Cable and Broadcasting Laws

  	
  70

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.34

  	
  US Patriot Act

  	
  70

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.35

  	
  Compliance with ERISA

  	
  71

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.36

  	
  Repetition

  	
  72

  



 


iii

















 


	
  17.

  	
  FINANCIAL
  INFORMATION

  	
  72

  
	
   

  	
   

  	
   

  
	
   

  	
  17.1

  	
  Financial Statements

  	
  72

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  17.2

  	
  Provisions relating to
  Bank Group Financial Information

  	
  73

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  17.3

  	
  Budget

  	
  74

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  17.4

  	
  Other Information

  	
  75

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  17.5

  	
  Compliance Certificates

  	
  75

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  17.6

  	
  Access

  	
  76

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  17.7

  	
  Change in Accounting
  Practices

  	
  77

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  17.8

  	
  Notifications

  	
  78

  
	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
  FINANCIAL
  CONDITION

  	
  78

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  18.1

  	
  Financial Definitions

  	
  78

  
	
   

  	
   

  	
   

  
	
   

  	
  18.2

  	
  Ratios

  	
  84

  
	
   

  	
   

  	
   

  
	
   

  	
  18.3

  	
  Equity Cure Right

  	
  85

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  18.4

  	
  Currency Calculations

  	
  86

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  18.5

  	
  Pro Forma Calculations

  	
  86

  
	
   

  	
   

  	
   

  
	
  19.

  	
  POSITIVE
  UNDERTAKINGS

  	
  86

  
	
   

  	
   

  	
   

  
	
   

  	
  19.1

  	
  Application of Initial
  Loans

  	
  86

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.2

  	
  Financial Assistance
  and Fraudulent Conveyance

  	
  87

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.3

  	
  Necessary
  Authorisations

  	
  87

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.4

  	
  Compliance with
  Applicable Laws

  	
  87

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.5

  	
  Insurance

  	
  87

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.6

  	
  Intellectual Property

  	
  87

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.7

  	
  Ranking of Claims

  	
  88

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.8

  	
  Pay Taxes

  	
  88

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.9

  	
  Hedging

  	
  88

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.10

  	
  Pension Plans

  	
  90

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.11

  	
  Environmental Matters

  	
  91

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.12

  	
  Further Assurance

  	
  91

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.13

  	
  Centre of Main
  Interests

  	
  92

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.14

  	
  Group Structure Chart

  	
  92

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.15

  	
  Contributions to the
  Bank Group

  	
  92

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.16

  	
  “Know your client”
  checks

  	
  92

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.17

  	
  Change in Auditors

  	
  93

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.18

  	
  Syndication

  	
  93

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.19

  	
  Assets

  	
  94

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.20

  	
  ERISA

  	
  94

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.21

  	
  Steps Paper

  	
  95

  



 


iv

















 


	
   

  	
  19.22

  	
  New High Yield Notes.

  	
  96

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.23

  	
  Securities Demand.

  	
  96

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.24

  	
  Extended Term Loan
  Documents.

  	
  97

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.25

  	
  Exchange Notes

  	
  98

  
	
   

  	
   

  	
   

  
	
  20.

  	
  NEGATIVE
  UNDERTAKINGS

  	
  99

  
	
   

  	
   

  	
   

  
	
   

  	
  20.1

  	
  Content Transaction

  	
  99

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  20.2

  	
  Negative Pledge

  	
  99

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  20.3

  	
  Loans and Guarantees

  	
  101

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  20.4

  	
  Financial Indebtedness

  	
  104

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  20.5

  	
  Dividends,
  Distributions and Share Capital

  	
  106

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  20.6

  	
  Disposals

  	
  107

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  20.7

  	
  Change of Business

  	
  111

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  20.8

  	
  Mergers

  	
  111

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  20.9

  	
  Joint Ventures

  	
  112

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  20.10

  	
  Transactions with
  Affiliates

  	
  113

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  20.11

  	
  Change in Financial
  Year

  	
  114

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  20.12

  	
  Limitations on Hedging

  	
  114

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  20.13

  	
  Acquisitions and
  Investments

  	
  115

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  20.14

  	
  High Yield Notes

  	
  118

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  20.15

  	
  No Restrictions on
  Payments

  	
  118

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  20.16

  	
  Holdco Covenants

  	
  118

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  20.17

  	
  No Amendments

  	
  119

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  20.18

  	
  Parent Debt

  	
  120

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  20.19

  	
  Solvent Liquidation

  	
  121

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  20.20

  	
  ERISA

  	
  123

  
	
   

  	
   

  	
   

  
	
  21.

  	
  ACCEDING GROUP
  COMPANIES

  	
  123

  
	
   

  	
   

  	
   

  
	
   

  	
  21.1

  	
  Acceding Guarantors

  	
  123

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  21.2

  	
  Acceding Holding Company

  	
  123

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  21.3

  	
  Assumption of Rights
  and Obligations

  	
  124

  
	
   

  	
   

  	
   

  
	
  22.

  	
  EVENTS OF
  DEFAULT

  	
  124

  
	
   

  	
   

  	
   

  
	
   

  	
  22.1

  	
  Non-Payment

  	
  124

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  22.2

  	
  Covenants

  	
  124

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  22.3

  	
  Other Obligations

  	
  125

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  22.4

  	
  Misrepresentation

  	
  125

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  22.5

  	
  Cross Default

  	
  125

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  22.6

  	
  Insolvency

  	
  126

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  22.7

  	
  Winding-up

  	
  126

  



 


v

















 


	
   

  	
  22.8

  	
  Execution or Distress

  	
  126

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  22.9

  	
  Similar Events

  	
  126

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  22.10

  	
  Repudiation

  	
  127

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  22.11

  	
  Illegality

  	
  127

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  22.12

  	
  Intercreditor Default

  	
  127

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  22.13

  	
  Revocation of Necessary
  Authorisations

  	
  127

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  22.14

  	
  Material Adverse Effect

  	
  127

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  22.15

  	
  Material Proceedings

  	
  127

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  22.16

  	
  Change of Ownership

  	
  127

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  22.17

  	
  Acceleration

  	
  128

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  22.18

  	
  Repayment on Demand

  	
  128

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  22.19

  	
  Vanilla Clean-Up Period

  	
  128

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  22.20

  	
  Baseball Clean-Up
  Period

  	
  129

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  22.21

  	
  US Bankruptcy

  	
  129

  
	
   

  	
   

  	
   

  
	
  23.

  	
  DEFAULT INTEREST

  	
  130

  
	
   

  	
   

  	
   

  
	
   

  	
  23.1

  	
  Consequences of
  Non-Payment

  	
  130

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  23.2

  	
  Default Rate

  	
  130

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  23.3

  	
  Maturity of Default
  Interest

  	
  130

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  23.4

  	
  Construction of Unpaid
  Sum

  	
  130

  
	
   

  	
   

  	
   

  
	
  24.

  	
  GUARANTEE AND
  INDEMNITY

  	
  131

  
	
   

  	
   

  	
   

  
	
   

  	
  24.1

  	
  Guarantee

  	
  131

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  24.2

  	
  Indemnity

  	
  131

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  24.3

  	
  Continuing and
  Independent Obligations

  	
  131

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  24.4

  	
  Avoidance of Payments

  	
  131

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  24.5

  	
  Immediate Recourse

  	
  132

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  24.6

  	
  Waiver of Defences

  	
  132

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  24.7

  	
  No Competition

  	
  132

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  24.8

  	
  Appropriation

  	
  133

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  24.9

  	
  Limitation of
  Liabilities of United States Guarantors

  	
  133

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  24.10

  	
  Droit
  de Discussion and Droit de Division

  	
  133

  
	
   

  	
   

  	
   

  
	
  25.

  	
  AGENTS

  	
  133

  
	
   

  	
   

  	
   

  
	
   

  	
  25.1

  	
  Appointment of the
  Facility Agent

  	
  133

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  25.2

  	
  Duties of the Facility
  Agent

  	
  134

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  25.3

  	
  Role of the Bookrunners
  and the Arrangers

  	
  134

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  25.4

  	
  No Fiduciary Duties

  	
  134

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  25.5

  	
  Business with the Group

  	
  134

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  25.6

  	
  Discretion of the
  Facility Agent

  	
  134

  



 


vi

















 


	
   

  	
  25.7

  	
  Instructing Group’s
  Instructions

  	
  135

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  25.8

  	
  No Responsibility

  	
  135

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  25.9

  	
  Exclusion of Liability

  	
  136

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  25.10

  	
  Lender’s Indemnity

  	
  136

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  25.11

  	
  Resignation

  	
  136

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  25.12

  	
  Confidentiality

  	
  137

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  25.13

  	
  Facility Office

  	
  137

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  25.14

  	
  Lenders’ Associated
  Costs Details

  	
  137

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  25.15

  	
  Credit Appraisal by the
  Lenders

  	
  137

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  25.16

  	
  Deduction from Amounts
  Payable by the Facility Agent

  	
  138

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  25.17

  	
  Obligors’ Agent

  	
  138

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  25.18

  	
  Co-operation with the
  Facility Agent

  	
  139

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  25.19

  	
  “Know your client”
  checks

  	
  139

  
	
   

  	
   

  	
   

  
	
  26.

  	
  BORROWERS’
  INDEMNITIES

  	
  139

  
	
   

  	
   

  	
   

  
	
   

  	
  26.1

  	
  General Indemnities

  	
  139

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  26.2

  	
  Break Costs

  	
  139

  
	
   

  	
   

  	
   

  
	
  27.

  	
  CURRENCY OF
  ACCOUNT

  	
  140

  
	
   

  	
   

  	
   

  
	
   

  	
  27.1

  	
  Currency

  	
  140

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  27.2

  	
  Currency Indemnity

  	
  140

  
	
   

  	
   

  	
   

  
	
  28.

  	
  PAYMENTS

  	
  140

  
	
   

  	
   

  	
   

  
	
   

  	
  28.1

  	
  Payment to the Facility
  Agent

  	
  140

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  28.2

  	
  Same Day Funds

  	
  141

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  28.3

  	
  Clear Payments

  	
  141

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  28.4

  	
  Partial Payments

  	
  141

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  28.5

  	
  Indemnity

  	
  141

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  28.6

  	
  Notification of Payment

  	
  142

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  28.7

  	
  Business Days

  	
  142

  
	
   

  	
   

  	
   

  
	
  29.

  	
  SET-OFF

  	
  142

  
	
   

  	
   

  	
   

  
	
   

  	
  29.1

  	
  Right to Set-off

  	
  142

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  29.2

  	
  No Obligation

  	
  142

  
	
   

  	
   

  	
   

  
	
  30.

  	
  SHARING AMONG
  THE FINANCE PARTIES

  	
  142

  
	
   

  	
   

  	
   

  
	
   

  	
  30.1

  	
  Payments to Finance
  Parties

  	
  142

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  30.2

  	
  Redistribution of
  Payments

  	
  143

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  30.3

  	
  Recovering Finance
  Party’s Rights

  	
  143

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  30.4

  	
  Reversal of
  Redistribution

  	
  143

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  30.5

  	
  Exceptions

  	
  143

  



 


vii

















 


	
  31.

  	
  CALCULATIONS AND
  ACCOUNTS

  	
  144

  
	
   

  	
   

  	
   

  
	
   

  	
  31.1

  	
  Day Count Convention

  	
  144

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  31.2

  	
  Reference Banks

  	
  144

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  31.3

  	
  Maintain Accounts

  	
  144

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  31.4

  	
  Control Accounts

  	
  144

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  31.5

  	
  Prima Facie Evidence

  	
  144

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  31.6

  	
  Certificate of Finance
  Party

  	
  144

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  31.7

  	
  Certificate of the
  Facility Agent

  	
  145

  
	
   

  	
   

  	
   

  
	
  32.

  	
  ASSIGNMENTS AND
  TRANSFERS

  	
  145

  
	
   

  	
   

  	
   

  
	
   

  	
  32.1

  	
  Successors and
  Assignees

  	
  145

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  32.2

  	
  Assignment or Transfers
  by Obligors

  	
  145

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  32.3

  	
  Assignments or
  Transfers by Lenders

  	
  145

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  32.4

  	
  Assignments

  	
  146

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  32.5

  	
  Transfer Deed

  	
  146

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  32.6

  	
  Transfer Fee

  	
  147

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  32.7

  	
  Disclosure of
  Information

  	
  147

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  32.8

  	
  No Increased
  Obligations

  	
  148

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  32.9

  	
  Notification

  	
  148

  
	
   

  	
   

  	
   

  
	
  33.

  	
  COSTS AND
  EXPENSES

  	
  148

  
	
   

  	
   

  	
   

  
	
   

  	
  33.1

  	
  Transaction Costs

  	
  148

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  33.2

  	
  Extended Term Loan and Exchange Note Costs

  	
  148

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  33.3

  	
  Preservation and
  Enforcement Costs

  	
  149

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  33.4

  	
  Stamp Taxes

  	
  149

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  33.5

  	
  Amendments, Consents
  and Waivers

  	
  149

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  33.6

  	
  Lenders’ Indemnity

  	
  149

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  33.7

  	
  Value Added Tax

  	
  149

  
	
   

  	
   

  	
   

  
	
  34.

  	
  REMEDIES AND
  WAIVERS

  	
  150

  
	
   

  	
   

  	
   

  
	
  35.

  	
  NOTICES AND
  DELIVERY OF INFORMATION

  	
  150

  
	
   

  	
   

  	
   

  
	
   

  	
  35.1

  	
  Writing

  	
  150

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  35.2

  	
  Giving of Notice

  	
  150

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  35.3

  	
  Use of Websites/E-mail

  	
  150

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  35.4

  	
  Electronic
  Communication

  	
  151

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  35.5

  	
  Certificates of
  Officers

  	
  151

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  35.6

  	
  Patriot Act

  	
  152

  



 


viii

















 


	
  36.

  	
  ENGLISH LANGUAGE

  	
  152

  
	
   

  	
   

  	
   

  
	
  37.

  	
  PARTIAL
  INVALIDITY

  	
  152

  
	
   

  	
   

  	
   

  
	
  38.

  	
  AMENDMENTS

  	
  152

  
	
   

  	
   

  	
   

  
	
   

  	
  38.1

  	
  Amendments

  	
  152

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  38.2

  	
  Consent

  	
  152

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  38.3

  	
  Technical Amendments

  	
  153

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  38.4

  	
  Guarantees and Security

  	
  153

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  38.5

  	
  Release of Guarantees
  and Security

  	
  153

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  38.6

  	
  Amendments affecting
  the Facility Agent

  	
  154

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  38.7

  	
  Calculation of Consent

  	
  154

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  38.8

  	
  Effect of Baseball
  Acquisition

  	
  154

  
	
   

  	
   

  	
   

  
	
  39.

  	
  THIRD PARTY
  RIGHTS

  	
  155

  
	
   

  	
   

  	
   

  
	
  40.

  	
  COUNTERPARTS

  	
  155

  
	
   

  	
   

  	
   

  
	
  41.

  	
  GOVERNING LAW

  	
  155

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  41.1

  	
  Governing Law of
  Agreement

  	
  155

  
	
   

  	
   

  	
   

  	
   

  
	
  42.

  	
  JURISDICTION

  	
  155

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  42.1

  	
  Courts

  	
  155

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  42.2

  	
  Waiver

  	
  155

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  42.3

  	
  Service of Process

  	
  156

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  42.4

  	
  Proceedings in Other
  Jurisdictions

  	
  156

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  42.5

  	
  General Consent

  	
  156

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  42.6

  	
  Waiver of Immunity

  	
  156

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 1 3  SUMMARY TERMS AND CONDITIONS OF EXTENDED
  TERM LOANS

  	
  157

  
	
   

  	
   

  
	
  SCHEDULE 14  SUMMARY OF PRINCIPAL TERMS &
  CONDITIONS OF THE EXCHANGE NOTES

  	
  162

  



 


ix

















 


THIS AGREEMENT is dated [•]
2006


 


BETWEEN:


 


(1)                                 NTL INCORPORATED (formerly Telewest Global, Inc.), a company incorporated
in the State of Delaware, United States of America, whose registered office is
at 1105 North Market Street, Suite 1300, Wilmington, Delaware 19801,
United States of America (the “Ultimate
Parent”);


 


(2)                                 NTL CABLE PLC, a company incorporated in England & Wales with
registered number 5061787 and having its registered office at NTL House,
Bartley Wood Business Park, Hook, Hampshire RG27 9UP (the “Borrower” or “NTL Cable”);


 


(3)                                 DEUTSCHE BANK AG, LONDON BRANCH, J.P. MORGAN PLC, THE ROYAL
BANK OF SCOTLAND PLC and GOLDMAN SACHS INTERNATIONAL (each a “Bookrunner” and together, the “Bookrunners”);


 


(4)                                 DEUTSCHE BANK AG, LONDON BRANCH, J.P. MORGAN PLC, THE ROYAL
BANK OF SCOTLAND PLC and GOLDMAN SACHS INTERNATIONAL
(each a “Mandated Lead Arranger”
and together, the “Mandated Lead Arrangers”);


 


(5)                                 J.P. MORGAN EUROPE LIMITED (as agent for
and on behalf of the Finance Parties, the “Facility
Agent”);


 


(6)                                 DEUTSCHE BANK AG, LONDON BRANCH (as
security trustee for and on behalf of the Finance Parties, the “Security Trustee”);


 


(7)                                 THE ORIGINAL GUARANTORS (as defined below); and


 


(8)                                 THE LENDERS (as defined below).


 


1.                                      DEFINITIONS AND INTERPRETATION


 


1.1                               Definitions


 


In this Agreement the following terms have the meanings set out below.


 


“A1 Facility” means the term loan facility granted to the
Baseball Cash Bidco pursuant to Clause 2.1(b) of the Senior Facilities
Agreement.


 


“Acceding Group Company”
means an Acceding Guarantor or an Acceding Holding Company.


 


“Acceding Guarantor” means
any entity required to accede to this Agreement pursuant to Clause 19.12 (Further Assurance) which has complied with the requirements
of Clause 21.1 (Acceding Guarantors).


 


“Acceding Holding Company” means
any person which becomes the Holding Company of the Ultimate Parent and which
has complied with the requirements of Clause 21.2 (Acceding Holding Company).


 


“Acceleration Date” means
the date on which a written notice has been served under Clause 22.17 (Acceleration).


 

















 


“Acceptable Hedging Agreement”
means a Hedging Agreement entered into on the terms of the International Swaps &
Derivatives Association Inc. 1992 or 2002 Master Agreement (Multicurrency-Cross
Border) under which:


 


(a)                                  if
the 1992 Master Agreement is used, “Second Method” and “Market Quotation” are
specified as the payment method applicable;


 


(b)                                  if
the 2002 Master Agreement is used, the relevant agreement provides for two way
payments; and


 


(c)                                  the
governing Law is English or New York Law.


 


“Accession Notice” means a
duly completed notice of accession in the form of Part 1 of Schedule 7
(Form of Accession Notice).


 


“Act” means the Companies
Act 1985 (as amended).


 


“Additional Assets” means any property,
stock or other assets to be used by any member of the Bank Group in the Group
Business or any business whose primary operations are directly related to the
Group Business.


 


“Affiliate” means, in
relation to a person, any other person directly or indirectly controlling,
controlled by or under direct or indirect common control with that person, and
for these purposes “control” shall be construed so as to mean the ownership,
either directly or indirectly and legally or beneficially, of more than 50% of
the issued share capital of a company or the ability to control, either
directly or indirectly, the affairs or the composition of the board of
directors (or equivalent of it) of a company and “controlling”, “controlled by”
and “under common control with” shall be construed accordingly.


 


“Agreed Business Plan”
means the business plan, financial model and analysis of the future funding
requirements of the Company and the Bank Group prepared by the Company and
approved by NTL and delivered to the Mandated Lead Arrangers, in the agreed
form, prior to the Original Execution Date.


 


“Alternative Baseball Acquisition” means
the acquisition (other than pursuant to the Baseball Scheme) by any member of
the Bank Group of not less than 71% of the total issued share capital of
Baseball which is funded by Alternative Baseball Financing or by Guaranteed
Parent Debt.


 


“Alternative Baseball Financing” means,
following the cancellation of the A1 Facility Commitments and the B1 Facility
Commitments (each under and as defined in the Senior Facilities Agreement), an
amount of up to £500 million raised by way of the introduction of one or more
tranches under the Senior Facilities Agreement, and having a final maturity
date which falls no earlier than the Final Maturity Date (as defined in the
Senior Facilities Agreement) for the A Facility, for the purposes of (i) paying
the cash consideration of an Alternative Baseball Acquisition, (ii) refinancing
the Existing Baseball Facilities and (iii) paying fees, costs and expenses
payable by or on behalf of the Bank Group in connection with the Alternative
Baseball Acquisition.


 


“Ancillary Facility” means the “Ancillary
Facility” as defined in the Senior Facilities Agreement.


 


“Anti-Terrorism Laws” mean:


 


(a)                                  Executive
Order No. 13224 of September 23, 2001 - Blocking Property and
Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or
Support Terrorism (the “Executive Order”);


 


2

















 


(b)                                  the
Uniting and Strengthening of America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (commonly known
as the USA Patriot Act); and


 


(c)                                  the
Money Laundering Control Act of 1986, Public Law 99-570.


 


“Applicable Margin” means,
with respect to any Initial Loan, 500 basis points during the 3 month period
commencing on the Merger Closing Date; and for each subsequent 3 month period
(or part thereof) thereafter until the Extension Date, 50 basis points
higher than the Applicable Margin for the immediately preceding 3 month period (it
being agreed that the Applicable Margin in effect on any date will be
ascertained by assuming that the Initial Loans were in fact drawn on the Merger
Closing Date).


 


“Arrangers” means the
Mandated Lead Arrangers and “Arranger”
means any of them.


 


“Asset Passthrough” means a
series of transactions between a Bank Holdco, one or more members of the
Bank Group and an Asset Transferring Party where:


 


(a)                                  in
the case of an asset being transferred by a Bank Holdco to the Asset
Transferring Party that asset:


 


(i)                                    is
first transferred by such Bank Holdco to a member of the Bank Group; and


 


(ii)                                may then
be transferred between various members of the Bank Group, and is finally
transferred (insofar as such transaction relates to the Bank Group) to an Asset
Transferring Party; or


 


(b)                                  in
the case of an asset being transferred by an Asset Transferring Party to a Bank
Holdco, that asset:


 


(i)                                    is
first transferred by that Asset Transferring Party to a member of the Bank
Group; and


 


(ii)                                may then
be transferred between various members of the Bank Group, and is finally
transferred (insofar as such transaction relates to the Bank Group) to such
Bank Holdco,


 


and where the purpose of each such asset transfer is, in the case of an
Asset Passthrough of the type described in paragraph (a), to enable a Bank
Holdco to indirectly transfer assets (other than cash) to that Asset
Transferring Party and, in the case of an Asset Passthrough of the type
described in paragraph (b), is to enable an Asset Transferring Party to
indirectly transfer assets (other than cash) to a Bank Holdco, in either case,
by way of transfers of those assets to and from (and, if necessary, between)
one or more members of the Bank Group in such a manner as to be neutral to the
Bank Group taken as a whole provided that:


 


(w)                                the
consideration payable (if any) by the first member of the Bank Group to acquire
such assets comprises either (i) cash funded or to be funded directly or
indirectly by a payment from (in the case of an Asset Passthrough of the type
described in paragraph (a)) the Asset Transferring Party and (in the case of an
Asset Passthrough of the type described in paragraph (b)) a Bank Holdco, in
either case, in connection with that series of transactions or (ii) Subordinated
Funding or (iii) the issue of one or more securities;


 


(x)                                  the
consideration payable by (in the case of an Asset Passthrough of the type
described in paragraph (a)) the Asset Transferring Party is equal to the
consideration received or receivable by a Bank Holdco and (in the case of an
Asset Passthrough of the type


 


3

















 


described in paragraph (b)) by a Bank Holdco is equal to the
consideration received or receivable by the Asset Transferring Party (and for
this purpose, a security issued by one company shall constitute equal
consideration to a security issued by another company where such securities
have been issued on substantially the same terms and subject to the same
conditions);


 


(y)                                  all
of the transactions comprising such a series of transactions (from and
including the transfer of the assets by a Bank Holdco to and including the
acquisition of those assets by the Asset Transferring Party or vice versa) are
completed within two Business Days; and


 


(z)                                  upon
completion of all of the transactions comprising such a series of
transactions, no person (other than another member of the Bank Group) has any
recourse to any member of the Bank Group and no member of the Bank Group which
is not an Obligor may have any recourse to an Obligor, in each case in
relation to such a series of transactions (other than in respect of (i) the
Subordinated Funding or any rights and obligations under the securities, in
each case, mentioned in paragraph (w) above and (ii) covenants as to title
provided, in the case of an Asset Passthrough of the type described in
paragraph (a), in favour of the Asset Transferring Party on the same terms as
such covenants were provided by the Bank Holdco in respect of the relevant
assets and, in the case of an Asset Passthrough of the type described in
paragraph (b), in favour of the Bank Holdco on the same terms as such covenants
were provided by the Asset Transferring Party in respect of the relevant
assets).


 


“Asset Transferring Party”
means the member of the Group (or any person in which a member of the Bank
Group owns an interest but which is not a member of the Group), other than a
member of the Bank Group (except where the asset being transferred is a
security where such member of the Group may be a member of the Bank
Group), who is the initial transferor or final transferee in respect of a
transfer to or from a Bank Holdco, as the case may be, through one or more
members of the Bank Group.


 


“Associated Costs Rate”
means, in relation to any Initial Loan or Unpaid Sum, the rate determined in
accordance with Schedule 6 (Associated
Costs Rate).


 


“Authorisation” means an
authorisation, consent, approval, resolution, licence, exemption, filing,
notarisation or registration.


 


“Available
Commitment” means, in relation to a Lender, at any time and save as
otherwise provided in this Agreement, the total principal amount of its
Commitment at such time, adjusted to take account of any cancellation or reduction of, or any transfer by such Lender or any
transfer to it of, any Commitment, in each case, pursuant to the terms of this
Agreement, provided always that such amount shall not be less than zero.


 


“Available Facility” means,
in relation to the Facility at any time, the aggregate amount of the Available
Commitments in respect of the Facility at that time.


 


“B1 Facility” means the term loan facility granted pursuant to
Clause 2.1(c) of the Senior Facilities Agreement to Baseball Cash Bidco
and/or, pursuant to the provisions of Clause 2.2 of the Senior Facilities
Agreement, the US Senior Facilities Borrower.


 


“Bank Group” means:


 


4

















 


(a)                                  for
the purposes of the definition of “Bank Group Consolidated Revenues”, Clause
17.1 (Financial Statements),
Clause 17.3 (Budget) and Clause
18 (Financial Condition) and any other
provisions of this Agreement using the terms defined in Clause 18 (Financial Condition):


 


(i)                                    the Company
and, prior to the Structuring Date, TCN;


 


(ii)                                NTL South
Herts, for so long as a member of the Bank Group is the general partner of
South Hertfordshire United Kingdom Fund, Ltd or if it becomes a
wholly-owned Subsidiary of the Company;


 


(iii)                            Fawnspring
Limited, for so long as it is a Subsidiary of the Company;


 


(iv)                               each of the
Company’s and, prior to the Structuring Date, TCN’s other direct and indirect
Subsidiaries from time to time, excluding the Bank Group
Excluded Subsidiaries; and


 


(v)                                   without prejudice to
sub-paragraph (iv) above, each of the direct and indirect Subsidiaries
from time to time of NTL Communications Limited, excluding any Subsidiary
thereof which has a direct or indirect interest in the Company or, prior to the
Structuring Date,  TCN;


 


(b)                                  for
all other purposes:


 


(i)                                    the Company
and, prior to the Structuring Date, TCN and each of their respective direct and
indirect Subsidiaries from time to time, other than the Bank Group Excluded
Subsidiaries; and


 


(ii)                                each of the
direct and indirect Subsidiaries from time to time of NTL Communications
Limited to the extent not already included by virtue of sub-paragraph (i) above,
and excluding, any Subsidiary thereof which has a direct or indirect interest
in the Company or, prior to the Structuring Date, TCN,


 


but excluding for all purposes under (a) and (b) above:


 


(i)                                    any Permitted
Joint Ventures; and


 


(ii)                                the Baseball Group,
if the Baseball Acquisition is funded by a Stand Alone Baseball Financing.


 


For information purposes only, the members of the Bank Group as at the
Original Execution Date for the purposes of paragraph (b) are listed in Part 1
of Schedule 9 (Members of the Bank
Group).


 


“Bank Group Cash Flow” has
the meaning ascribed to it in Clause 18.1 (Financial
Definitions).


 


“Bank Group Consolidated Revenues”
means, in respect of any period, the consolidated revenues for the Bank Group
for that period as evidenced by the financial information provided in respect
of that period pursuant to Clause 17.1 (Financial
Statements).


 


“Bank Group Excluded Subsidiary”
means:


 


(a)                                  any
Subsidiary of the UK Senior Facilities Borrowers or NTL Communications Limited
which is a Dormant Subsidiary and which (i) has assets (save for loans
existing on the Original Execution


 


5

















 


Date owed to it
by other members of the Bank Group) with an aggregate value of £10,000 or less;
and (ii) is not a Guarantor;


 


(b)                                  Telewest
Finance Corporation;


 


(c)                                  Flextech
Interactive Limited;


 


(d)                                  Fawnspring
Limited;


 


(e)                                  NTL
South Herts and its Subsidiaries, until such time as NTL South Herts becomes a
wholly-owned Subsidiary of the Company;


 


(f)                                    any
Subsidiary of the UK Senior Facilities Borrowers or NTL Communications Limited
which is a Project Company; and


 


(g)                                 any
company which becomes a Subsidiary of the Parent or NTL Communications Limited
in each case, after the Original Execution Date pursuant to an Asset
Passthrough,


 


provided that any Bank Group Excluded Subsidiary may, at the election of the Parent
and upon not less than 10 Business Days’ prior written notice to the Facility
Agent, cease to be a Bank Group Excluded Subsidiary and become a member of the Bank
Group.


 


“Bank Holdco” means a
direct Holding Company of a member of the Bank Group which is not a member of
the Bank Group.


 


“Barclays Intercreditor Agreement”
has the meaning given to such term in the Group Intercreditor Agreement.


 


“Baseball” means Virgin Mobile Holdings
(UK) plc, incorporated in England & Wales with registered number
3741555 and having its registered offices at Willow Grove House, Windsor Road,
White Horse Business Park, Trowbridge, Wiltshire, BA14 0TQ.


 


“Baseball Acquisition” means the
proposed acquisition by the Baseball Bidcos of the entire issued and to be
issued share capital of Baseball by way of a scheme of arrangement under Section 425
of the Act with Baseball’s shareholders.


 


“Baseball Bidcos” means
Baseball Cash Bidco and Baseball Stock Bidco.


 


“Baseball Cash Bidco” means
NTL Investment Holdings Limited, a company incorporated in England &
Wales with registered number 3173552 and having its registered office at NTL
House, Bartley Wood Business Park, Hook, Hampshire RG27 9UP.


 


“Baseball Clean-Up Period” means the period commencing on the
Baseball Effective Date and ending on the date falling 4 months and 2 weeks
thereafter.


 


“Baseball
Effective Date” means the date on which the Court Order is filed
with the Registrar of Companies pursuant to Section 425 of the Act.


 


“Baseball
Group” means Baseball and each of its Subsidiaries from time to
time.


 


“Baseball Press Release” means the announcement (in the form agreed
with the Bookrunners on or before the Original Execution Date) in accordance
with Rule 2.5 of the Takeover Code in respect of the


 


6

















 


Baseball Scheme by the
Baseball Bidcos of all of the issued and to be issued Baseball Shares not
already owned by the Baseball Bidcos.


 


“Baseball Scheme” means the scheme of arrangement under Section 425
of the Act to be proposed
by Baseball to its shareholders, details of which are 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 Baseball setting out the proposals for the Baseball Scheme
pursuant to which the Baseball Bidcos will acquire all of the issued and to be
issued Baseball Shares not already owned by the Baseball Bidcos.


 


“Baseball Shares” means the ordinary shares of Baseball issued
as at the Original Execution Date, together with any shares to be issued by
Baseball prior to the Baseball Effective Date.


 


“Baseball Stock Bidco”
means NTL (UK) Group, Inc., a company incorporated in the State of
Delaware, United States of America, registered as a foreign company under the
Act with registered number FC018124 and having its registered office at 9 East
Loockerman Street, Suite 1B, Dover, Delaware  19901, United States of America.


 


“BBA LIBOR” means, in
relation to LIBOR, the British Bankers Association Interest Settlement Rate for
Dollars for the relevant Interest Period displayed on the appropriate page of
the Telerate screen. If the agreed page is replaced or service ceases to
be available, the Facility Agent may specify another page or service
displaying the appropriate rate after consultation with the Company and the
Lenders.


 


“BBC Guarantees” means the guarantees required to be given by
the Senior Facilities Borrowers in favour of BBC Worldwide Limited pursuant to
the shareholder agreements relating to the UKTV Joint Ventures.


 


“Blocked Account” means
each interest bearing account maintained with the Senior Facility Agent (or
such other bank as the Senior Facility Agent and the Company may jointly
determine) in the name of a Senior Facilities Obligor which is secured in
favour of the Security Trustee under the Senior Facilities Agreement pursuant
to the Senior Facilities Security Documents, or as otherwise required by the
terms of the Senior Facilities Agreement.


 


“Bookrunners” has the meaning assigned
to such term in the opening clauses of this Agreement.


 


“Borrower” has the meaning
assigned to such term in the opening clauses of this Agreement.


 


“Break Costs” means the
amount (if any) by which:


 


(a)                                  the
interest (excluding the Applicable Margin and Associated Costs Rate) which a
Lender should have received for the period from the date of receipt of all or
any part of its participation in an Initial Loan or Unpaid Sum to the last
day of the current Interest Period in respect of that Initial Loan or Unpaid
Sum, had the amount so received been paid on the last day of that Interest
Period;


 


exceeds:


 


(b)                                  the
amount which that Lender would be able to obtain by placing an amount equal to
the principal amount of such Initial Loan or Unpaid Sum received or recovered
by it on deposit with a leading bank in the Relevant Interbank Market for a
period starting on the Business Day following such receipt or recovery and
ending on the last day of the current Interest Period.


 


7

















 


“Bridge Blocked Account”
means each interest bearing account maintained with the Facility Agent (or such
other bank as the Facility Agent and the Borrower may jointly determine)
in the name of the Borrower which is secured in favour of the Security Trustee
on terms satisfactory to the Facility Agent and the Security Trustee, both
acting reasonably.


 


“Bridge Group”
means the Ultimate Parent and each of its direct and indirect Subsidiaries from
time to time which are not members of the Bank Group, excluding any Subsidiary
which is also a Subsidiary of any member of the Bank Group.


 


“Budget” means in respect
of any financial year commencing after 31 December 2006, the budget for
such financial year, in the form and including the information required to
be delivered by the Ultimate Parent to the Facility Agent pursuant to Clause
17.3 (Budget).


 


“Business Day” means a day
(other than a Saturday or Sunday) on which (a) banks generally are open
for business in London and (b) if such reference relates to a date for the
payment or purchase of any sum denominated in:


 


(a)                                  euro
(A) is a TARGET Day and (B) is a day on which banks generally are
open for business in the financial centre selected by the Facility Agent for
receipt of payments in euro; or


 


(b)                                  in a
currency other than euro, banks generally are open for business in the
principal financial centre of the country of such currency.


 


“Business
Division Transaction” means any sale, transfer, demerger,
contribution, spin off or distribution of, any creation or participation in any
joint venture and/or entering into any other transaction or taking any action
with respect to, in each
case, any assets, undertakings and/or businesses of the Group which comprise
all or part of the “NTL – Business Segment” of the Group, to or with any
other entity or person, whether or not within the Group or the Bank Group, in
each case, where such transaction has the prior approval of an Instructing
Group.


 


“Captive
Insurance Company” means any captive insurance company for the Group
(or any part thereof, which includes the Bank Group).


 


“Cash” has the meaning
ascribed to it in Clause 18.1 (Financial
Definitions).


 


“Cash Equivalent Investment”
means:


 


(a)                                  debt securities which are freely negotiable and
marketable:


 


(i)                                    which
mature not more than 12 months from the date of acquisition; and


 


(ii)                                which
are rated at least AA by Standard & Poor’s or Fitch or Aa2 by Moody’s;


 


(b)                                  certificates
of deposit of, or time deposits or overnight bank deposits with, any commercial
bank whose short-term securities are rated at least A-2 by Standard and Poor’s
or Fitch or P-2 by Moody’s and having maturities of 12 months or less from the
date of acquisition;


 


(c)                                  commercial
paper of, or money market accounts or funds with or issued by, an issuer rated
at least A-2 by Standard & Poor’s or Fitch or P-2 by Moody’s and
having an original tenor of 12 months or less;


 


8

















 


(d)                                  medium
term fixed or floating rate notes of an issuer rated at least AA by Standard &
Poor’s or Fitch or Aa2 by Moody’s at the time of acquisition and having a
remaining term of 12 months or less from the date of acquisition; or


 


(e)                                  any
investment in a money market fund or enhanced yield fund (i) whose
aggregate assets exceed £250 million and (ii) at least 90% of whose assets
constitute Cash Equivalent Investments of the type described in paragraphs (a) to
(d) of this definition.


 


“CCFC” means Communications Cable
Funding Corp, a Delaware corporation whose registered office is at 160
Greentree Drive, Suite 101, Dover, Delaware 19904, USA.


 


“Centre of Main Interests”
has the meaning given to it in Article 3(1) of Council Regulation
(EC) NO 1346/2000 of 29 May 2000 on Insolvency Proceedings.


 


“Change in Tax Law” means
the introduction, implementation, repeal, withdrawal or change in, or in the
interpretation, administration or application of any Law relating to taxation (a) in
the case of a participation in an Initial Loan by a Lender named in Schedule 1
(Lenders and Commitments), after the
Original Execution Date, or (b) in the case of a participation in an
Initial Loan by any other Lender, after the date upon which such Lender becomes
a party to this Agreement in accordance with the provisions of Clause 32 (Assignments and Transfers).


 


“Change of Control” means:


 


(a)                                  any “person”
or “group” (as such terms are used in Sections 13(d) and 14(d) of
the Exchange Act) other than any Permitted Holder or a “group” of Permitted
Holders, becomes the “beneficial owner” (as defined in Rules 13d-3 and
13d-5 under the Exchange Act, except that for purposes of this paragraph (a) such
person or “group” shall be deemed to have “beneficial ownership” of all shares
that such person or group has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 30% of the Voting Stock of the Ultimate Parent (for
the purposes of this paragraph (a), such person shall be deemed to
beneficially own any Voting Stock of an entity held by any other entity (the “parent entity”), if such person is the
beneficial owner (as defined in this paragraph (a)), directly or
indirectly, of more than 50% of the Voting Stock of such parent entity);


 


(b)                                  the
sale of all or substantially all of the assets of the Bank Group taken as a
whole;


 


(c)                                  during
any period of two consecutive years, individuals who at the beginning of such
period constituted the board of directors of the Ultimate Parent (together with
any new directors whose election by such board of directors or whose nomination
for election by the shareholders of such company was approved by a vote of a
majority of the directors of such company then still in office who were either
directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a
majority of the board of directors of the Ultimate Parent, then in the office;


 


(d)                                  any
change of control (howsoever defined) occurs under the Existing High Yield
Notes or (if applicable) any High Yield Refinancing, in each case, for so long
as any principal amount remains owing under the same and to the extent such
Existing High Yield Notes or (if applicable) High Yield Refinancing are not
defeased; or


 


(e)                                  any
change of control (howsoever defined) occurs under the Senior Facilities
Agreement or, if applicable, the Exchange Notes or the New High Yield Notes, in
each case, for so long as any principal amount remains owing under the same and
in the case of the Exchange Notes and New 


 


9

















 


High Yield Notes
only, to the extent such Exchange Notes or New High Yield Notes are not
defeased,


 


provided that an event or transaction shall not constitute a Change of
Control under paragraphs (a), (b) or (c) above:


 


(i)                                     in
the event that the Ultimate Parent becomes a wholly-owned Subsidiary of a
Holding Company and the stockholders of such Holding Company are substantially
the same as the stockholders of the Ultimate Parent prior to such transaction
(in the case of clause (c) above, such Holding Company shall be
treated as the Ultimate Parent thereafter);


 


(ii)                                  if
the transaction is a “Non-Control Acquisition”; or


 


(iii)                               as a
result of any transactions expressly contemplated by the Steps Paper.


 


For these purposes:


 


a “Non-Control Acquisition”
shall mean (a) any acquisition of Voting Stock of the Ultimate Parent by
an employee benefit plan (or a trust forming a part thereof) maintained by
the Ultimate Parent or any Subsidiary of the Ultimate Parent or any person or
entity acting in its capacity as trustee, agent or other fiduciary or
administrator of any such plan or trust, (b) any acquisition of Voting
Stock of the Ultimate Parent by the Ultimate Parent or any Subsidiary of the
Ultimate Parent, or (c) any “Non-Control Transaction”; and


 


a “Non-Control Transaction”
shall mean (a) a merger, amalgamation or consolidation of the Ultimate
Parent or any Subsidiary of the Ultimate Parent with or into another entity or
entities, or (b) a sale of all or substantially all of the assets of the
Bank Group taken as a whole to another entity or entities (each under
clause (a) and (b) a “Transaction”)
in which:


 


(i)                                    the
stockholders of the Ultimate Parent immediately before such Transaction own
directly or indirectly immediately following such Transaction at least 50% of
the Voting Stock of the surviving or transferee entity or entities of such
Transaction or the ultimate parent company to such surviving or transferee
entity or entities; and


 


(ii)                                the
individuals who were members of the board of directors of the Ultimate Parent
immediately prior to the execution of the agreement providing for such
Transaction constitute at least a majority of the members of the board of
directors of the surviving or transferee entity or entities of such Transaction
or, if such surviving or transferee entity or entities is not the ultimate
parent company to the Bank Group, the ultimate parent company to such surviving
or transferee entity or entities.


 


Upon and following a Non-Control Acquisition, under clauses (a) and
(c) above, the term the “Ultimate Parent” shall be deemed to be a
reference to such surviving or transferee entity or, if such surviving or transferee
entity or entities is not the ultimate parent company to the Bank Group, the
ultimate parent company to such surviving or transferee entity or entities.


 


“Code” means the Internal
Revenue Code of 1986, as amended from time to time, and the regulations
promulgated thereunder. Section references to the Code are to the Code, as
in effect at the Original Execution Date and any subsequent provisions of the
Code, amendatory of it, supplemental to it or substituted therefor.


 


10

















 


“Commitment” means, in relation to a Lender at
any time, its obligation to make an Initial Loan to the Borrower on the
Utilisation Date in an amount equal to the amount set forth opposite its name
in the relevant column of Schedule 1 (Lenders
and Commitments) or as specified in the Transfer Deed pursuant to
which such Lender becomes a party to this Agreement.


 


“Commitment Letter” means
the letter dated 3 March 2006 from the Bookrunners to NTL and the Company
in relation to the commitment of the Bookrunners to arrange and underwrite the
Structure 1 Bridge Facilities and the Facility together with the related
accession notices entered into by the Arrangers.


 


“Company” means:


 


(a)                                  NTLIH;
or


 


(b)                                  following
a solvent liquidation of NTLIH pursuant to the provisions of Clause 20.19, NTL
Finance Limited.


 


“Compliance Certificate”
means a certificate substantially in the form set out in Schedule 8 (Form of 
Compliance Certificate) or such other similar form as
the Facility Agent shall agree with the Ultimate Parent.


 


“Consolidated Debt Service”
has the meaning ascribed to it in Clause 18.1 (Financial
Definitions).


 


“Consolidated Net Debt” has
the meaning ascribed to it in Clause 18.1 (Financial
Definitions).


 


“Consolidated Net Income”
has the meaning ascribed to it in Clause 18.1 (Financial
Definitions).


 


“Consolidated Operating Cashflow”
has the meaning ascribed to it in Clause 18.1 (Financial
Definitions).


 


“Consolidated Total Debt”
has the meaning ascribed to it in Clause 18.1 (Financial
Definitions).


 


“Consolidated Total Net Cash Interest
Payable” has the meaning ascribed to it in Clause 18.1 (Financial Definitions).


 


“Content” means any rights
to broadcast, transmit, distribute or otherwise make available for viewing,
exhibition or reception (whether in analogue or digital format and whether as a
channel or an Internet service, a teletext-type service, an interactive
service, or an enhanced television service or any part of any of the
foregoing, or on a pay-per-view basis, or near video-on-demand, or
video-on-demand basis or otherwise) any one or more of audio and/or visual
images, audio content, or interactive content (including hyperlinks,
re-purposed web-site content, database content plus associated templates,
formatting information and other data including any interactive applications or
functionality), text, data, graphics, or other content, by means of any means
of distribution, transmission or delivery system or technology (whether now
known or herein after invented).


 


“Content Transaction” means
any sale, transfer, demerger, contribution, spin-off or distribution of, any
creation or participation in any joint venture and/or entering into any other
transaction or taking any action with respect to, in each case, any assets,
undertakings and/or businesses of the Group which comprise all or part of
the Content business of the Group, to or with any other entity or person
whether or not within the Group or Bank Group.


 


“Contribution Notice” means
a financial support direction issued by the Pensions Regulator under section 38
or section 47 of the Pensions Act 2004.


 


11

















 


“Court Order”
means the order of the Court confirming the sanctioning of the Baseball Scheme
as required by Section 425 of the
Act.


 


“Cost” means the cost
estimated in good faith by the relevant member of the Bridge Group or Bank
Group to have been incurred or to be received by that member of the Bridge
Group or Bank Group in the provision or receipt of the relevant service,
facility or arrangement, including, without limitation, a proportion of any
material employment, property, information technology, administration,
utilities, transport and materials or other costs incurred or received in the
provision or receipt of such service, facility or arrangement, but excluding
costs which are either not material or not directly attributable to the
provision or receipt of the relevant service, facility or arrangement.


 


“Current Assets” has the
meaning ascribed to it in Clause 18.1 (Financial
Definitions).


 


“Current Liabilities” has
the meaning ascribed to it in Clause 18.1 (Financial
Definitions).


 


“Debt Proceeds” means the
cash proceeds received in respect of any Financial Indebtedness raised by any
member of the Group (after deducting all reasonable fees, commissions, costs
and expenses incurred by any member of the Group in connection with such
raising) whether raised by way of bilateral or syndicated credit facilities, in
the international or domestic debt capital markets or otherwise and including,
for the avoidance of doubt, any debt which at any time following issuance is
capable of being converted or exchanged into equity.


 


“Debt Service Cover Ratio”
has the meaning given to such term in paragraph (c) of Clause 18.2 (Ratios).


 


“Deductions Limit” means the total amounts which are deductible for the purposes of UK
corporation tax by members of the Bank Group in any financial year and which (a) arise
from the payment or accrual of actual or imputed amounts of interest on, or (b) constitute
foreign exchange losses on, any loan made to any member of the Bank Group by
any Non-Bank Group UK Taxpayer.


 


“Default” means an Event of
Default or any event or circumstance which (with the expiry of a grace period,
the giving of notice, the making of any determination under any of the Finance
Documents or any combination of any of the foregoing) would be an Event of
Default provided that in relation to any event which is subject to a
materiality threshold or condition before such event would constitute an Event
of Default, such default shall not constitute a Default until such materiality
threshold or condition has been satisfied.


 


“Description
of Exchange Notes” means the description of the terms and conditions
of the Exchange Notes, as set out in Schedule 14 (Summary of
Principal Terms & Conditions of the Exchange Notes).


 


“Disposal” means any sale, transfer, lease, surrender or other disposal by any
member of the Bank Group of any shares in any of its Subsidiaries or all or any
part of its revenues, assets, other shares, business or undertakings other
than in the ordinary course of business or trade.


 


“Documentary Credit” means
a letter of credit, bank guarantee, indemnity, performance bond or other
documentary credit issued or to be issued pursuant to Clause 4.1 of the Senior
Facilities Agreement.


 


“Dormant Subsidiary” means,
at any time, with respect to any company, any Subsidiary of such company which
is “dormant” as defined in Section 249AA of the Act (or the equivalent
under the laws of the jurisdiction of incorporation of the relevant company).


 


12

















 


“Double Taxation Treaty”
means in relation to a payment of interest on an Initial Loan, any convention
or agreement between the government of the Borrower’s Relevant Tax Jurisdiction
and any other government for the avoidance of double taxation with respect to
taxes on income and capital gains which makes provision for exemption from tax
imposed by the Borrower’s Relevant Tax Jurisdiction on interest.


 


“DRC” means NTL (UK) Group, Inc., a
Delaware corporation whose registered office is at 160 Greentree Drive, Suite 101,
Dover, Delaware 19904, USA.


 


“Eligible Deposit Bank” has
the meaning ascribed to it in Clause 18.1 (Financial
Definitions).


 


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


 


“EMU Legislation” means
legislative measures of the European Union for the introduction of, changeover
to or operation of the euro in one or more member states, being in part legislative
measures to implement the third stage of EMU.


 


“Encumbrance” means:


 


(a)                                  a
mortgage, charge, pledge, lien, encumbrance or other security interest securing
any obligation of any person;


 


(b)                                  any
arrangement under which money or claims to, or the benefit of, a bank or other
account may be applied, set-off or made subject to a combination of
accounts so as to effect payment of sums owed or payable to any person; or


 


(c)                                  any
other type of agreement or preferential arrangement (including title transfer
and retention arrangements) having a similar effect.


 


“Engagement Letter” means the letter dated 3 March 2006
from the Bookrunners to NTL and the Company in relation to the engagement of
the Bookrunners as exclusive book-running lead managing underwriters in
connection with the issuance, sale or resale of the New High Yield Notes.


 


“Environment” means living
organisms including the ecological systems of which they form part and
the following media:


 


(a)                                  air
(including air within natural or man-made structures, whether above or below
ground);


 


(b)                                  water
(including territorial, coastal and inland waters, water under or within land
and water in drains and sewers); and


 


(c)                                  land
(including land under water).


 


“Environmental Claim” means
any administrative, regulatory or judicial action, suit, demand, demand letter,
claim, notice of non-compliance or violation, investigation, proceeding,
consent order or consent agreement relating to any Environmental Law or
Environmental Licence.


 


“Environmental Law” means
all laws and regulations of any relevant jurisdiction which:


 


(a)                                  have
as a purpose or effect the protection of, and/or prevention of harm or damage
to, the Environment;


 


(b)                                  provide
remedies or compensation for harm or damage to the Environment; or


 


13

















 


(c)                                  relate
to Hazardous Substances or health or safety matters.


 


“Environmental Licence”
means any Authorisations required at any time under Environmental Law.


 


“Equity Equivalent Funding”
means a loan made to, or any Financial Indebtedness owed by, any person where
the Financial Indebtedness incurred thereby:


 


(a)                                  may not
be repaid at any time prior to the repayment in full of all Outstandings and
cancellation of all Available Commitments;


 


(b)                                  carries
no interest or carries interest which is payable only on non-cash pay terms or
following repayment in full of all Outstandings and cancellation of all
Available Commitments; and


 


(c)                                  is
either (i) structurally and contractually subordinated to the Facility or (ii) contractually
subordinated to the Facility, in each case, pursuant to the HYD Intercreditor
Agreement and/or the Group Intercreditor Agreement.


 


“Equity Proceeds” means the
cash proceeds raised by any member of the Group by way of equity securities
offerings in the international or domestic public equity capital markets (after
deducting all reasonable fees, commissions, costs and expenses incurred by any
member of the Group in connection with such raising) and which do not
constitute Debt Proceeds.


 


“ERISA” means the U.S.
Employee Retirement Income Security Act of 1974, as amended from time to time,
and the regulations promulgated and the rulings issued under it. Section references
to ERISA are to ERISA as in effect on the Original Execution Date.


 


“ERISA Affiliate” means, in
relation to a member of the Bank Group, each person (as defined in section 3(9) of
ERISA) which together with that member of the Bank Group would be deemed to be
a “single employer” within the meaning of section 414(b), (c), (m) or (o)
of the Code.


 


“Eurobond” means one or more listed notes issued by the Company
to the US Senior Facilities Borrower after the date hereof either for cash
subscription in consideration of the novation of debt obligations under the
Senior Facilities Agreement or in exchange for and satisfaction of the Short
Term Notes, as the same may be amended, supplemented, restated, increased,
replaced or otherwise modified from time to time as permitted under this
Agreement.


 


“European Interbank Market”
means the interbank market for euro operating in Participating Member States.


 


“Event of Default” means
any of the events or circumstances described as such in Clause 22 (Events of Default).


 


“Excess Capacity Network Service”
means the provision of network services, or agreement to provide network
services, by a member of the Bank Group in favour of one or more other members
of the Group where such network services are only provided in respect of the
capacity available to such member of the Bank Group in excess of that network
capacity it requires to continue to provide current services to its existing
and projected future customers and to allow it to provide further services to
both its existing and projected future customers.


 


“Excess Cash Flow” means in
relation to any financial year of the Company, Bank Group Cash Flow less (a) Consolidated
Debt Service for such financial year, (b) the aggregate amount of all
payments or prepayments of principal, whether voluntary or mandatory, of
Consolidated Total Debt made in such


 


14

















 


financial year, (c) proceeds of disposals permitted by Clause
20.6(i)(ii) (Disposals)
received during such financial year and (d) proceeds from any Content
Transaction or any Business Division Transaction received during such financial
year, provided that no such amounts prepaid and used in the calculation under
paragraph (b) shall be available for reborrowing and, provided further
that for the purposes of such calculation, no amount shall be included or
excluded more than once.


 


“Exchange Act” means the US
Securities Exchange Act of 1934, as amended.


 


“Exchange
Documents” means the Exchange Note Indenture, the Exchange Notes and
any Registration Rights Agreement.


 


“Exchange Note” means each
of the securities issued under the Exchange Note Indenture; collectively, the “Exchange Notes.”


 


“Exchange
Note Holders” means registered holders of Exchange Notes.


 


“Exchange
Note Indenture” has the meaning assigned to such term in Clause
19.25 (Exchange Notes).


 


“Exchange
Note Trustee” has the meaning assigned to such term in Clause 19.25
(Exchange Notes).


 


“Excluded Group” means each
member of the Group which is not a member of the Bank Group.


 


“Excluded Group Operating Cashflow”
has the meaning ascribed to it in Clause 18.1 (Financial
Definitions).


 


“Excluded
Tax Deduction” means a deduction or withholding for or on account of
any tax (including any tax on the overall net income of any Lender) imposed as
a result of a connection or former connection between any Lender and the
jurisdiction imposing such tax, including without limitation any connection
arising from such Lender being or having been a citizen, domiciliary or
resident of such jurisdiction, being organized in such jurisdiction, or having
had a permanent establishment or fixed place of business therein, but excluding
any such connection arising solely from the activities of such recipient
pursuant to or in respect of the Finance Documents, including executing,
delivering or performing its obligations or receiving a payment under or
enforcing the Finance Documents.


 


“Existing Baseball Facilities” means the
certain senior facilities agreement dated 2 July 2004 made between,
amongst others, Baseball and Lloyds TSB Bank PLC as Original Lender and as
Agent (each as defined therein).


 


“Existing Credit Facilities”
means the Existing NTL Senior Credit Facilities Agreement, the Existing
Telewest Senior Credit Facilities Agreement, the Existing Telewest Second Lien
Credit Facility Agreement and the Existing Flextech Senior Credit Facilities Agreement.


 


“Existing Encumbrance”
means any Encumbrance existing as at the Original Execution Date, details of
which are set out in Part 1 of Schedule 10 (Existing Encumbrances).


 


“Existing Financial Indebtedness”
means the Financial Indebtedness existing as at the Original Execution Date,
details of which are set out in Part 3 of Schedule 10 (Existing Financial Indebtedness).


 


“Existing Flextech Senior Credit
Facilities Agreement” means that certain senior credit facility
agreement dated 10 May 2005 made between the Flextech Broadband Limited
and Flextech Broadcasting Limited as original borrowers, Barclays Capital, BNP
Paribas, Citigroup Global Markets Limited, Credit


 


15

















 


Suisse First Boston, Deutsche Bank AG London and others as Arrangers,
Barclays Bank PLC as Agent and Security Trustee, the Original Guarantors and
the financial and other institutions named therein as Lenders (each as defined
therein).


 


“Existing Hedging Agreements”
means the hedging agreements existing as at the Original Execution Date,
details of which are set out in Part 6 of Schedule 10 (Existing Hedging Agreements).


 


“Existing High Yield Notes”
means the Sterling denominated 9.75% senior notes due 2014, the dollar
denominated 8.75% senior notes due 2014 and the euro denominated 8.75% senior
notes due 2014, in each case, issued by NTL Cable.


 


“Existing Loans” means the
loans granted by members of the Bank Group existing as at the Original
Execution Date, details of which are set out in Part 2 of Schedule 10
(Existing Loans).


 


“Existing NTL Senior Credit Facilities
Agreement” means that certain senior credit facility dated 13 April 2004
made between NTL Incorporated as Ultimate Parent, NTL Investment Holdings
Limited as Borrower, Credit Suisse First Boston, Deutsche Bank AG London,
Goldman Sachs International, Morgan Stanley Dean Witter Bank Limited and others
as Mandated Lead Arrangers, Credit Suisse First Boston as Facility Agent and
Security Agent, GE Capital Structured Finance Group Limited as Administrative
Agent and the financial and other institutions named therein as Lenders (each
as defined therein).


 


“Existing Performance Bonds”
means each of the performance bonds or similar obligations issued by members of
the Bank Group existing as at the Original Execution Date, details of which are
set out in Part 4 of Schedule 10 (Existing
Performance Bonds).


 


“Existing Telewest Second Lien Credit
Facility Agreement” means that certain second lien facility
agreement dated 21 December 2004 made between Telewest UK Limited,
Telewest Communications Network Limited, Telewest Global France LLC, Barclays
Capital, BNP Paribas, Citigroup Global Markets Limited, Credit Suisse First
Boston, Deutsche Bank AG London and others as Mandated Lead Arrangers, Barclays
Bank PLC as Facility Agent and Security Trustee, Barclays Bank PLC as US Paying
Agent, the Original Guarantors and the financial and other institutions named
therein as Lenders (each as defined therein).


 


“Existing Telewest Senior Credit
Facilities Agreement” means that certain senior credit facility
dated 21 December 2004 made between the Borrower, Barclays Capital, BNP
Paribas, Citigroup Global Markets Limited, Credit Suisse First Boston, Deutsche
Bank AG London and others as Mandated Lead Arrangers, Barclays Bank PLC as
Facility Agent and Security Trustee, Barclays Bank PLC as US Paying Agent, GE
Capital Structured Finance Group Limited as Administrative Agent, the Original
Guarantors and the financial and other institutions named therein as Lenders (each
as defined therein).


 


“Existing UKTV Group Loan Stock”
means the loan stock and redeemable preference shares issued by members of the
UKTV Group, details of which are set out in Part 5 of Schedule 10 (Existing UKTV Group Loan Stock).


 


“Existing Vendor Financing
Arrangements” means each of the existing finance leases and vendor
financing arrangements existing as at the Original Execution Date, details of
which are set out in Part 7 of Schedule 10 (Existing Vendor Financing Arrangements).


 


“Extended Term
Loan” has the meaning assigned to such term in Clause 4.3 (Initial Maturity Date and Conversion of Initial Loans).


 


16

















 


“Extended
Term Loan Credit Agreement” has the meaning assigned to such term in
Clause 19.24 (Extended Term Loan Documents).


 


“Extension Date” means the date on which
the Initial Loans are converted into Extended Term Loans pursuant to Clause 4.3
(Initial Maturity Date and Conversion of Initial
Loans).


 


“Facility Agent’s Spot Rate of Exchange”
means, in relation to 2 currencies, the Facility Agent’s spot rate of exchange
for the purchase of the first-mentioned currency with the second-mentioned
currency in the London foreign exchange market at or about 11 a.m. on a
particular day.


 


“Facility Office” means the
office notified by a Lender to the Facility Agent in writing on or before the
date it becomes a Lender or, following that date, (i) by not less than
five Business Days’ written notice as the office through which it will perform its
obligations under this Agreement where the office is situated in Financial
Action Task Force countries, or (ii) with the prior written consent of the
Facility Agent, an office through which it will perform its obligations
under this Agreement situated in non-Financial Action Task Force countries.


 


“Fees Letters” means the
fees letters referred to in Clauses 11.1 (Fees)
and 11.2 (Agency Fee).


 


“Final Maturity Date” means
the tenth anniversary of the Merger Closing Date.


 


“Finance Documents” means:


 


(a)                                  this Agreement,
any Accession Notices and any Transfer Deeds;


 


(b)                                  the Fees
Letters;


 


(c)                                  the Engagement
Letter;


 


(d)                                  the Security
Documents;


 


(e)                                  the Security
Trust Agreement;


 


(f)                                    the Group
Intercreditor Agreement;


 


(g)                                 any other
agreement or document entered into or executed by a member of the Group
pursuant to any of the foregoing documents; and


 


(h)                                 any other
agreement or document designated a “Finance Document” in writing by
the Facility Agent and the Borrower.


 


“Finance Lease” means a
lease treated as a capital or finance lease pursuant to GAAP.


 


“Finance Parties” means the
Facility Agent, the Arrangers, the Bookrunners, the Security Trustee and the
Lenders and “Finance Party” means
any of them.


 


“Financial Action Task Force”
means the Financial Action Task Force on Money Laundering, an
inter-governmental body, the purpose of which is the development and promotion
of policies, at both national and international levels, to combat money
laundering.


 


“Financial Indebtedness”
means, without double counting, any Indebtedness for or in respect of:


 


17

















 


(a)                                  moneys
borrowed;


 


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


 


(c)                                  any
amount raised pursuant to any note purchase facility or the issue of bonds,
notes, debentures, loan stock or any similar instrument (for the avoidance of
doubt excluding any loan notes or similar instruments issued solely by way of
consideration for the acquisition of assets in order to defer capital gains or
equivalent taxes where such loan notes or similar instruments are not issued
for the purpose of raising finance);


 


(d)                                  the
principal portion of any liability in respect of any Finance Lease;


 


(e)                                  receivables
sold or discounted (other than any receivables to the extent they are sold on a
non-recourse basis);


 


(f)                                    the
amount of any liability in respect of any purchase price for assets or services
the payment of which is deferred for a period in excess of 150 days in order to
raise finance or to finance the acquisition of those assets or services;


 


(g)                                 any
amount raised under any other transaction (including any forward sale or
purchase agreement) required to be accounted for as indebtedness in accordance
with GAAP;


 


(h)                                 any
derivative transaction entered into in connection with protection against or
benefit from fluctuation in any rate or price (and, when calculating the value
of any derivative transaction, only the marked to market value shall be taken
into account, provided that for the purposes of Clause 22.5 (Cross Default), only the net amount not
paid or which is payable by the relevant member of the Group shall be
included);


 


(i)                                    any
amount raised pursuant to any issue of shares which are expressed to be
redeemable in cash (other than redeemable shares in respect of which the
redemption is prohibited until after repayment in full of all Outstandings
under the Facility and all Senior Facilities Outstandings);


 


(j)                                    any
counter-indemnity obligation in respect of a guarantee, indemnity, bond,
standby or documentary letter of credit or any other instrument issued by a
bank or financial or other institution; or


 


(k)                                the
amount of any liability in respect of any guarantee or indemnity for the
Financial Indebtedness of another person referred to in paragraphs (a) to
(j) above.


 


“Financial Officer” means
the Chief Financial Officer, the Deputy Chief Financial Officer, the Vice
President – Finance, the Controller or the Group Treasurer, in each case, of
the Ultimate Parent, the Company or the Group, or any similar officer of the Ultimate
Parent, the Company or of the Group.


 


“Financial Quarter” has the
meaning ascribed to it in Clause 18.1 (Financial
Definitions).


 


“Financial Support Direction”
means a financial support direction issued by the Pensions Regulator under Section 43
of the Pensions Act 2004.


 


“Fitch” means Fitch Ratings or any
successor thereof.


 


“Foreign Pension Plan”
means any plan, fund (including, without limitation, any superannuation fund)
or other similar program established or maintained outside the United States of
America by any member of the Group for the benefit of employees of any member
of the Group residing outside the United States


 


18

















 


of America, which plan, fund or other similar program provides, or results
in, retirement income, a deferral of income in contemplation of retirement or
payments to be made upon termination of employment, and which plan is not
subject to ERISA or the Code.


 


“Funded Excluded Subsidiary”
means, in respect of a Funding Passthrough, a Bank Group Excluded Subsidiary or
any person in which a member of the Bank Group owns an interest but which is
not a member of the Bank Group which:


 


(a)                                  indirectly
receives funding from a Bank Holdco; and/or


 


(b)                                  by
way of dividend or other distribution, loan or payment of interest on or the
repayment of the principal amount of any indebtedness owed by it, directly or
indirectly, makes a payment to a Bank Holdco.


 


“Funding Passthrough” means
a series of transactions between a Bank Holdco, one or more members of the
Bank Group and a Funded Excluded Subsidiary where:


 


(a)                                  in
the case of funding being provided by a Bank Holdco to the Funded Excluded
Subsidiary, that funding is:


 


(i)                                    first
made available by the Bank Holdco to (in the case of the Parent) the Company
or, one of its Subsidiaries (other than in the case of NTL Communications
Limited, the Parent or any of its Subsidiaries) by way of the subscription for
new securities, capital contribution or Subordinated Funding;


 


(ii)                                secondly
(if relevant) made available by the recipient of the Funding Passthrough under (i) above,
to a member of the Bank Group (other than the Company) which may be
followed by one or more transactions between members of the Bank Group (other
than the Company) and finally made available by a member of the Bank Group
(other than the Company) to the Funded Excluded Subsidiary in all such cases by
way of either the subscription for new securities, the advancing of loans or
capital contribution; or


 


(b)                                  in
the case of a payment to be made by the Funded Excluded Subsidiary to a Bank
Holdco that payment is:


 


(i)                                    first
made by the Funded Excluded Subsidiary to a member of the Bank Group, and
thereafter is made between members of the Bank Group (as relevant), by way of
dividend or other distribution, loan or payment of interest on or the repayment
of the principal amount of any indebtedness owed by such Funded Excluded
Subsidiary or relevant member of the Bank Group; and


 


(ii)                                finally
made by the Company to the Parent or by one of the Subsidiaries of NTL
Communications Limited (other than the Parent or any of its Subsidiaries) to
NTL Communications Limited by way of dividend or other distribution, loan or
the payment of interest on or the repayment of the principal amount of any loan
made by way of Subordinated Funding.


 


“GAAP” means accounting
principles generally accepted in the United States of America.


 


“Group” means:


 


19

















 


(a)                                  for
the purposes of Clause 17.1 (Financial
Statements), Clause 17.3 (Budget)
and Clause 18 (Financial Condition)
and any other provisions in this Agreement using the terms defined in Clause 18
(Financial Condition):


 


(i)                                    the
Ultimate Parent and its Subsidiaries from time to time; and


 


(ii)                                NTL
South Herts, for so long as a member of the Group is the general partner of
South Hertfordshire United Kingdom Fund, Ltd. or if it becomes a wholly-owned
Subsidiary of the Group; and


 


(b)                                  for
all other purposes, the Ultimate Parent and its Subsidiaries from time to time.


 


“Group Business” means the
provision of broadband and communications services, including:


 


(a)                                  residential
telephone, mobile telephone, cable television and Internet services, including
wholesale Internet access solutions to Internet service providers;


 


(b)                                  data,
voice and Internet services to large businesses, public sector organisations
and small and medium sized enterprises;


 


(c)                                  national
and international communications transport services to communications
companies; and


 


(d)                                  the
provision of Content,


 


and any related ancillary or complementary business to any of the
services described above in the United 
Kingdom, the Isle of Man, the Republic of Ireland and the Channel
Islands provided that “Group Business” may include the provision of any
such services outside the United Kingdom, the Isle of Man, the Republic of
Ireland and the Channel Islands which constitute a non-material part of
the Group Business and which are acquired pursuant to an acquisition permitted
under the terms of this Agreement.


 


“Group Intercreditor Agreement”
means the intercreditor agreement dated on or about the Merger Closing Date
between, among others, certain of the Obligors, other members of the Group, the
Senior Facilities Finance Parties and the Finance Parties.


 


“Group Structure Chart”
means:


 


(a)                                  as at the Original Execution Date, the group structure
charts relating to the Telewest Group and the NTL Group, in each case, as
constituted immediately prior to the Merger Closing Date, which have been
delivered to the Facility Agent prior to the Original Execution Date; and


 


(b)                                  thereafter, the group structure charts delivered to
the Facility Agent pursuant to paragraph 2 of Part 4 of Schedule 4 (Conditions Subsequent Documents) or any
updated group structure chart which is delivered to the Facility Agent pursuant
to Clause 19.14 (Group Structure Chart)
from time to time.


 


“Guaranteed Parent Debt”
has the meaning given to such term in paragraph (h) of Clause 20.4 (Financial Indebtedness).


 


“Guarantors” means the Original
Guarantors and any Acceding Guarantors; and “Guarantor”
means any one of them as the context requires, provided that in either case,
such person has not been released from its rights and obligations as a
Guarantor hereunder pursuant to Clause 38.5 (Release
of Guarantees and Security).


 


20

















 


“Hazardous Substance” means
any waste, pollutant, contaminant or other substance (including any liquid,
solid, gas, ion, living organism or noise) that may be harmful to human
health or other life or the Environment.


 


“Hedge Counterparty” means
each Senior Facilities Lender or Affiliate of a Senior Facilities Lender which
is a party to a Hedging Agreement entered into for the purposes of Clause 19.9
(Hedging) and “Hedge Counterparties” means all such Senior
Facilities Lenders or Affiliates.


 


“Hedging Agreement” means
any agreement in respect of an interest rate swap, currency swap, forward
foreign exchange transaction, cap, floor, collar or option transaction or any
other treasury transaction or any combination of it or any other transaction
entered into in connection with protection against or benefit from fluctuation
in any rate or price.


 


“High Yield Refinancing”
means any Financial Indebtedness incurred for the purposes of refinancing all
or a portion of the Existing High Yield Notes and/or the New High Yield Notes
including any Financial Indebtedness incurred for the purpose of the payment of
all principal, interest, fees, expenses, commissions, make-whole and any other
contractual premium payable under the Existing High Yield Notes and/or the New
High Yield Notes, as the case may be, being refinanced and any reasonable
fees, costs and expenses incurred in connection with such refinancing, in
respect of which the following terms apply:


 


(a)                                  the final
maturity date or redemption date of such refinancing occurs on or after the
scheduled redemption date in respect of the high yield notes being refinanced;


 


(b)                                  the
average life of the High Yield Refinancing is not less than (or in respect of a
refinancing in part, is equal to) the remaining average life of the high yield
notes which are being refinanced, as at the time of such refinancing; and


 


(c)                                  the
Financial Indebtedness constituted by any High Yield Refinancing is
structurally subordinated to the Senior Facilities on a basis no less
favourable to the Senior Facilities than the basis on which the Existing High
Yield Notes and/or the New High Yield Notes, as the case may be, are
subordinated to the Senior Facilities.


 


“Holding Company” of a
company means a company of which the first-mentioned company is a Subsidiary.


 


“HYD Intercreditor Agreement”
means the intercreditor agreement dated 13 April 2004 between certain of
the Senior Facilities Obligors, the Senior Facilities Finance Parties and the
indenture trustee in respect of the Existing High Yield Notes as the same may otherwise
be amended, supplemented, novated or restated from time to time.


 


“Increased Cost” means:


 


(a)                                  any
reduction in the rate of return from a Facility or on a Finance Party’s (or an
Affiliate’s) overall capital;


 


(b)                                  any
additional or increased cost; or


 


(c)                                  any
reduction of any amount due and payable under any Finance Document,


 


21

















 


which is incurred or suffered by a Finance Party or any of its
Affiliates to the extent that it is attributable to that Finance Party having
agreed to make available its Commitment or having funded or performed its
obligations under any Finance Document.


 


“Indebtedness” means any
obligation (whether incurred as principal or as surety) for the payment or
repayment of money, whether present or future, actual or contingent (including
interest and other charges relating to it).


 


“Information Memoranda” means the
Initial Information Memorandum and the Subsequent Information Memorandum.


 


“Initial Information Memorandum”
means the information memorandum dated February 2006 approved by NTL
concerning the Obligors which, at the request of NTL and on its behalf, was
prepared in relation to the Structure 1 Bridge Facilities and the Facility and
the business, assets, financial condition and prospects of the Group and which
has been made available by the Mandated Lead Arrangers to selected banks and
other institutions for the purpose of syndicating the Structure 1 Bridge
Facilities and the Facility, as supplemented by the Forms 10-K of the Ultimate
Parent and NTL, each dated 28 February 2006.


 


“Initial Loan” means any loan made under
the Facility.


 


“Initial Maturity Date” means the date
falling 12 months after the Merger Closing Date.


 


“Initial Security Documents”
means the security documents listed in Part 3 of Schedule 4 (Initial Security Documents).


 


“Instructing Group” means, at any time,
Lenders holding more than 50% in principal amount of outstanding Loans (or, prior
to the Utilisation of the Facility, more than 50% of the Commitments).


 


“Intellectual Property Rights”
means any patent, trade mark, service mark, registered design, trade name or
copyright or any license to use any of the same.


 


“Interest” has the meaning
ascribed to it in Clause 18.1 (Financial
Definitions).


 


“Interest Cover Ratio” has
the meaning given to such term in paragraph (b) of Clause 18.2 (Ratios).


 


“Interest Period” has the
meaning assigned to such term in Clause 9.1 (Interest
Periods).


 


“Intra-Group Services”
means:


 


(a)                                  the
sale of programming or other Content by any member(s) of the Group to one or
more members of the Bank Group on arms’ length terms;


 


(b)                                  the
lease or sublease of office space, other premises or equipment on arms’ length
terms by one or more members of the Bank Group to one or more members of the
Group or by one or more members of the Group to one or more members of the Bank
Group;


 


(c)                                  the
provision or receipt of other services, facilities or other arrangements (in
each case not constituting Financial Indebtedness) in the ordinary course of
business, by or from one or more members of the Bank Group to or from one or
more members of the Group including, without limitation (i) the employment
of personnel, (ii) provision of employee healthcare or other benefits, (iii) acting
as agent to buy equipment, other assets or services or to trade with
residential


 


22

















 


or business
customers and (iv) the provision of audit, accounting, banking, IT,
telephony, office, administrative, compliance, payroll or other similar
services, provided that the consideration for the provision thereof is, in the
reasonable opinion of the Ultimate Parent, no less than Cost; and


 


(d)                                  the
extension, in the ordinary course of business and on terms no less favourable
to the relevant member of the Bank Group than arms’ length terms, by or to any
member of the Bank Group to or by any such member of the Group of trade credit
not constituting Financial Indebtedness in relation to the provision or receipt
of Intra-Group Services referred to in paragraphs (a), (b) or  (c) above.


 


“IRS Ruling” means the private ruling from the US Internal
Revenue Service being sought by NTL the effect of which is to permit the cash
portion of the purchase price for the Merger to be financed through borrowings
by members of the Bank Group incorporated in England & Wales without
giving rise to materially adverse tax consequences to NTL, the Ultimate Parent
or their respective shareholders whether prior to or following the Merger.


 


“Joint Venture” means any
joint venture, partnership or similar arrangement between any member of the
Bank Group and any other person that is not a member of the Bank Group.


 


“Joint Venture Group” means
any Joint Venture and its subsidiaries from time to time (including upon and
following the Merger Closing Date, the UKTV Group).


 


“Law” means:


 


(a)                                  common
or customary law;


 


(b)                                  any
constitution, decree, judgment, legislation, order, ordinance, regulation,
statute, treaty or other legislative measure in any jurisdiction; and


 


(c)                                  any
directive, regulation, practice, requirement which has the force of law and
which is issued by any governmental body, agency or department or any central
bank or other fiscal, monetary, regulatory, self-regulatory or other authority
or agency.


 


“Legal Opinions” means any
of the legal opinions referred to in paragraph 5 of Part 1 to Schedule 4
(Conditions Precedent to  Utilisation) and paragraph 2 of Part 2
to Schedule 7 (Accession Documents)
required to be delivered pursuant to Clause 3.1 (Conditions Precedent) and Clause 21 (Acceding Group Companies), respectively.


 


“Lender” means a person
which:


 


(a)                                  is
named in Schedule 1 (Lenders and
Commitments); or


 


(b)                                  has
become a party to this Agreement in accordance with the provisions of Clause 32
(Assignments and Transfers),


 


which in each case has not ceased to be a party to this Agreement in
accordance with the terms of this Agreement.


 


“Leverage Ratio” has the
meaning given to such term in paragraph (a) of Clause 18.2 (Ratios).


 


“LIBOR” means, in relation
to any amount to be advanced to or owed by an Obligor under this Agreement on
which interest for a given period is to accrue:


 


23

















 


(a)                                  the
rate per annum which appears on the Relevant Page for such period at or
about 11.00 am on the Quotation Date for such period; or


 


(b)                                  if
no such rate is displayed and the Facility Agent shall not have selected an
alternative service on which such rate is displayed as contemplated by the
definition of “Relevant Page”, the arithmetic mean (rounded upwards, if not
already such a multiple, to the nearest 5 decimal places) of the rates (as
notified to the Facility Agent) at which each of the Reference Banks was
offering to prime banks in the London interbank market deposits in the relevant
currency for such period at or about 11.00 am on the Quotation Date for such
period.


 


“Loans”
has the meaning assigned to such term in Clause 4.3 (Initial
Maturity Date and Conversion of Initial Loans).


 


“Margin Stock” shall have
the meaning provided in Regulation U.


 


“Marketable Securities”
means any security which is listed on any publicly recognised stock exchange
and which has, or is issued by a company which has, a capitalisation of not
less than £1 billion (or its equivalent in other currencies) as at the time
such Marketable Securities are acquired by any member of the Bank Group by way
of consideration for any disposal permitted under Clause 20.6 (Disposals).


 


“Material Adverse Effect”
means a material adverse change in:


 


(a)                                  the
financial condition, assets or business of the Obligors (taken as a whole) or
the Senior Facilities Obligors (taken as a whole);


 


(b)                                  the
ability of any Obligor to perform and comply with its payment or other
material obligations under any Finance Document (taking into account the
resources available to such Obligor from any other member of the Bridge Group
or any member of the Bank Group) ; or


 


(c)                                  the
ability of any Senior Facilities Obligor to perform and comply with its
payment or other material obligations under any Senior Finance Document (taking
into account the resources available to such Senior Facilities Obligor from any
other member of the Bank Group).


 


“Material Subsidiary”
means, at any time, a member of the Bank Group whose contribution to
Consolidated Operating Cashflow (on a consolidated basis if it has
Subsidiaries) represents at least 5% of the Consolidated Operating Cashflow
calculated by reference to the most recent financial statements of the Bank
Group delivered pursuant to paragraph (b)(ii) of Clause 17.1 (Financial Statements).


 


“Member State” means a
member of the European Community.


 


“Merger” means the merger
of NTL with the Merger Sub pursuant to the terms and conditions of the Merger
Agreement and the reorganization, recapitalization and refinancing of the Group
in connection therewith in accordance with the Steps Paper.


 


“Merger Agreement” means
the agreement and plan of merger dated as of 2 October 2005 (as amended
and restated on 14 December 2005 and 30 January 2006) made between
NTL, the Ultimate Parent and the Merger Sub.


 


“Merger  Closing Date” means the date on which the
Merger Sub and NTL file a certificate of merger in accordance with, and subject
to the terms and conditions of, the Merger Agreement.


 


24

















 


“Merger Consideration” means the 2.5
shares of Telewest new common stock for each share of NTL common stock that
shareholders of NTL will receive in the Merger.


 


“Merger Documents” means
the Merger Agreement (including the Company Disclosure Schedule and the
Parent Disclosure Schedule, each as defined therein, and attached thereto), and
all other documents and agreements executed or to be executed pursuant to (or
in connection with) the Merger Agreement and any other document designated as a
“Merger Document” by the Facility Agent and the Ultimate Parent.


 


“Merger Indebtedness” means
Financial Indebtedness by the Ultimate Parent (or a newly incorporated
wholly-owned subsidiary of the Ultimate Parent) in an amount not exceeding the
equity value of the Telewest Group provided
that the proceeds of such Financial Indebtedness shall be
contributed by the Ultimate Parent (or the newly incorporated wholly-owned
subsidiary of the Ultimate Parent, as applicable) to one or more of its
Subsidiaries for the purpose of enabling such Subsidiaries to purchase the
historical Telewest business as part of an internal reorganisation of
subsidiaries of Telewest in accordance with the Steps Paper and provided further that such Financial
Indebtedness will be repaid by the Ultimate Parent (or such newly incorporated
wholly owned subsidiary of the Ultimate Parent) on the same day on which it is
incurred.


 


“Merger Sub” means Neptune
Bridge Borrower, LLC, a Delaware limited liability company which was
established for the purposes of the Merger in accordance with the terms and
conditions of the Merger Agreement and which merged with NTL on the Merger
Closing Date, with NTL being the surviving entity.


 


“Moody’s” means Moody’s
Investor Services, Inc. or any successor thereof.


 


“Multiemployer Plan” shall
mean any multiemployer plan as defined in Section 4001(a)(3) of
ERISA, which is maintained or contributed to by (or to which there is an
obligation to contribute of) any member of the Group or an ERISA Affiliate, and
each such plan for the five year period immediately following the latest date
on which any member of the Group or an ERISA Affiliate maintained, contributed
to or had an obligation to contribute to such plan.


 


“Necessary Authorisations”
means all Authorisations (including Environmental Licences and any
Authorisations issued pursuant to or any deemed Authorisations under any
Statutory Requirements) of any person including any government or other
regulatory authority required by applicable Law to enable it to:


 


(a)                                  lawfully
enter into and perform its obligations under the Finance Documents to
which it is party;


 


(b)                                  ensure
the legality, validity, enforceability or admissibility in evidence in England,
under the laws of the State of New York and in the New York State or Federal
Courts (in the case of Finance Documents governed by the laws of the State of
New York) and, if different, its jurisdiction of incorporation or
establishment, of such Finance Documents to which it is party; and


 


(c)                                  carry
on its business from time to time.


 


“Net Proceeds” means:


 


(a)                                  any
cash proceeds received by any member of the Group (including, when received,
any cash proceeds received by way of deferred instalment of purchase price or
from the sale of Cash Equivalent Investments or Marketable Securities acquired
by any member of the Group in consideration for any Disposal as contemplated
under Clause 20.6 (Disposals)) in
connection with any Disposal after deducting:


 


25

















 


(i)                                    all
taxes paid or reasonably estimated by such member of the Group to be payable by
any member of the Bank Group or the Bridge Group as a result of that Disposal;


 


(ii)                                all
reasonable fees, commissions costs and expenses incurred by such member of the
Bank Group or Bridge Group in arranging or effecting that Disposal, including,
without limitation, any amount required to be paid by any member of the Bank
Group or Bridge Group to any proprietor of any intellectual property rights
(not being a member of the Bank Group or Bridge Group) (including intellectual
property licences) related to the assets disposed of where such payment is on
arms’ length terms and is required to enable such intellectual property rights
to be transferred with such assets to the extent necessary to facilitate the
applicable Disposal;


 


(iii)                            in
the case of a Disposal effected by a member of the Bank Group or Bridge Group
other than a Senior Facilities Borrower or the Borrower, such provision as is
reasonable for all costs and taxes (after taking into account all available
credits, deductions and allowances) incurred by the Group to a person other
than a member of the Bank Group or Bridge Group and fairly attributable to up-streaming
the cash proceeds to the Senior Facilities Borrower or the Borrower or making
any distribution in connection with such proceeds to enable them to reach the
Senior Facilities Borrower or the Borrower;


 


(iv)                               any
cash proceeds which are to be applied towards discharging any Encumbrance over
such asset; and


 


(v)                                   in
the case of a Disposal of a non-wholly-owned Subsidiary or Joint Venture, to
the extent received by any member of the Group, any cash proceeds attributable
to any interest in such Subsidiary or Joint Venture owned by any person other
than a member of the Bank Group or Bridge Group; and


 


(b)                                  the
cash proceeds received by any member of the Bank Group or Bridge Group of any
claim for loss or destruction of or damage to the property of a member of the
Bank Group or Bridge Group under any insurance policy after deducting any such
proceeds relating to the third party claims which are applied towards meeting
such claims and any reasonable costs incurred in recovering the same.


 


“New Equity” means a
subscription for capital stock of the Ultimate Parent or any other form of
equity contribution to the Ultimate Parent previously agreed by the Facility
Agent (acting reasonably) in writing, in each case, where such subscription or
contribution does not result in a Change of Control.


 


“New High Yield Notes”
means the high yield notes to be issued by NTL Cable pursuant to the New High
Yield Offering, the proceeds of which are to be applied in refinancing all
amounts outstanding under this Agreement and costs and expenses in relation
thereto.


 


“New High Yield Offering”
means the offering of the New High Yield Notes by NTL Cable, as the case may be,
on a shelf registration statement filed with the SEC (or, if a shelf
registration statement is not available, pursuant to an exemption from
registration under the United States Securities Act of 1933 including pursuant
to Rule 144A and/or Regulation S of the United States Securities Act of
1933, with SEC registration rights) (excluding the issuance of the Exchange
Notes).


 


“New Intermediate Holdco” means the intermediate
holding company referred to in Step 7 set out in the page headed “Post-Combination Restructuring – First Alternative (Structure 1)”
of the Steps Paper as “Tiger Holdco LLC”.


 


26

















 


 “Non-Bank Group Serviceable Debt” means:


 


(a)                                  Financial
Indebtedness arising under this Agreement (or the Exchange Notes, as
applicable) or the New High Yield Notes, the Existing High Yield Notes or any
High Yield Refinancing;


 


(b)                                  Financial
Indebtedness arising under any Guaranteed Parent Debt; and


 


(c)                                  any
other Financial Indebtedness which is raised by any member of the Group which
is not a member of the Bank Group, (i) where the Ultimate Parent has
provided not less than 5 Business Days’ prior written notice to the Facility
Agent designating such Financial Indebtedness as Non-Bank Group Serviceable
Debt, and (ii) the proceeds of which are contributed into the Bank Group
in accordance with the provisions of Clause 19.15 (Contributions to the Bank Group),


 


in the case of paragraph (c), to the extent only of the principal
amounts so designated at the relevant time and provided that any Non-Bank Group
Serviceable Debt shall thereafter at all times remain Non-Bank Group
Serviceable Debt.


 


“Non Bank Group UK Taxpayer” means any
company that is (a) a Subsidiary of the Ultimate Parent, (b) within
the charge to UK corporation tax, and (c) not a member of the Bank Group.


 


“Non-Funding Lender” is either:


 


(a)                                  a Lender which
fails to comply with its obligation to participate in any Initial Loan:


 


(i)                                    all conditions
to the Utilisation thereof (including without limitation, delivery of a
Utilisation Request) have been satisfied or waived by an Instructing Group in
accordance with the terms of this Agreement;


 


(ii)                                Lenders
representing not less than 80% of the Commitments have agreed to comply with
their obligations to participate in such Loan; and


 


(iii)                            the Borrower
has notified the Lender that it will treat it as a Non-Funding Lender; or


 


(b)                                  a Lender which
has given notice to the Borrower or the Facility Agent that it will not make,
or it has disaffirmed or repudiated any obligation to participate in, an
Initial Loan.


 


“Notes” means the Short Term Notes or the Eurobond as
applicable.


 


“NTL” means NTL Holdings
Inc. (formerly NTL Incorporated), a Delaware corporation, whose registered
office is at 1209 Orange Street, Wilmington, Delaware 19801, United States of
America.


 


“NTL Cable”
has the meaning assigned to such term in the
opening clauses of this Agreement.


 


“NTL Group” means NTL and
its Subsidiaries from time to time. For information purposes only, the members
of the NTL Group as at the Original Execution Date are listed in Part 3 of
Schedule 9 (Members of the NTL Group).


 


“NTL South Herts” means NTL
(South Hertfordshire) Limited (formerly known as Cable & Wireless
Communications (South Hertfordshire) Limited), a company incorporated in
England & Wales with registered number 2401044.


 


27

















 


“NTLIH”
means NTL Investment Holding Limited, a company incorporated in England and
Wales under registered number 3173552 and having its registered office at NTL
House, Bartley Wood Business Park, Hook, Hampshire RG27 9UP.


 


“NTLIH Sub” means NTLIH Sub Limited, a company
incorporated in England & Wales with registered number 5316140
and having its registered office at NTL House, Bartley Wood Business Park,
Hook, Hampshire RG27 9UP;


 


“Obligors” means the
Borrowers and the Guarantors and “Obligor”
means any of them.


 


“Obligors’ Agent” means the
Borrower in its capacity as agent for the Obligors, pursuant to Clause 25.17 (Obligors’ Agent).


 


“Original Execution Date” means 3 March 2006.


 


“Original Financial Statements”
means:


 


(a)                                  in
relation to NTL the audited consolidated financial statements of the NTL Group
for the financial year ended 31 December 2005; and


 


(b)                                  in
relation to the Ultimate Parent, the audited consolidated financial statements
of the Telewest Group for the financial year ended 31 December 2005.


 


“Original Guarantors” means
the Ultimate Parent, each Senior B Guarantor and each member of the Group that
is a guarantor under the Existing High Yield Notes, in each case as at the date
of this Agreement.


 


“Original Obligors” means
the Borrower and the Original Guarantors.


 


“Outstandings” means, at any time, the aggregate principal
amount of Initial Loans outstanding under the Facility.


 


“Parent” means NTL Cable.


 


“Parent Debt” means any
Financial Indebtedness of the Ultimate Parent or one or more of its
Subsidiaries (other than a member of the Bank Group).


 


“Parent Intercompany Debt”
means any Financial Indebtedness owed by any member of the Bank Group to the
Ultimate Parent or its Subsidiaries (other than another member of the Bank
Group) from time to time which is subordinated pursuant to the terms of the
Group Intercreditor Agreement.


 


“Participating Employers”
means the Company and any members of the Group which participate or have at any
time participated in a UK Pension Scheme.


 


“Participating Member State”
means any member of the European Community that at the relevant time has
adopted the euro as its lawful currency in accordance with legislation of the
European Community relating to Economic and Monetary Union.


 


“PBGC” means the Pension
Benefit Guaranty Corporation established pursuant to section 4002 of
ERISA, or any successor to it.


 


“Pensions Regulator” means
the body corporate established under Part 1 of the Pensions Act 2004.


 


28

















 


“Permitted Auditors” means
any of Pricewaterhouse Coopers, Ernst & Young, Deloitte &
Touche or KPMG or any of their respective successors or any other
internationally recognised firm of accountants.


 


“Permitted Holders” shall
mean any person who, together with any of its Affiliates, is the “beneficial
owner” (as defined in Rule 13d-3 and 13d-5 under the Exchange Act) of 5%
or more of the outstanding Voting Stock of the Ultimate Parent on the Original
Execution Date or becomes such a holder as a result of the Baseball Acquisition
or the Alternative Baseball Acquisition and any Affiliates of such persons from
time to time.


 


“Permitted Joint Ventures”
means any Joint Venture permitted under Clause 20.9 (Joint Ventures) that the Ultimate Parent designates as such
by giving notice in writing to the Facility Agent.


 


“Permitted Payments” means:


 


(a)                                  the
payment of any dividend, payment, loan or other distribution, or the repayment
of a loan or the redemption of loan stock or redeemable equity made, at any
time, to fund the payment of expenses (including taxes and the buy back of
stock from employees) by any member of the Group the aggregate amount of such
payments being no greater than (i) £50 million (or its equivalent) for the
period from the Merger Closing Date to the first anniversary thereof, (ii) £50
million (or its equivalent) for the period from the first anniversary of the
Merger Closing Date to the second anniversary of the Merger Closing Date, or (iii) thereafter
£35 million (or its equivalent) in each anniversary year; or


 


(b)                                  the
payment of any dividend, payment, loan or other distribution, or the repayment
of a loan, or the redemption of loan stock or redeemable equity, in each case,
which is required in order to facilitate the making of payments by any member
of the Group and to the extent required:


 


(i)                                    by the terms of the Senior Facilities Finance
Documents;


 


(ii)                                by the terms of
the Finance Documents, the Exchange Notes, the Existing High Yield Notes, the
New High Yield Notes, any High Yield Refinancing (or in each case, any
guarantee of the obligations thereunder), in each case to the extent such
payment is permitted or not prohibited by the terms of the HYD
Intercreditor Agreement or other applicable intercreditor agreement, other than
any payments in relation to any fees, costs, expenses, commissions or other
payments required to be made in respect of any amendment, consent or waiver in
respect thereof;


 


(iii)                            by the terms of
any agreements for Financial Indebtedness which constitutes Non-Bank Group
Serviceable Debt falling within paragraph (d) of the definition thereof;


 


(iv)                               by the terms of
any Hedging Agreement entered into by a member of the Group relating to
currency or interest rate hedging of Financial
Indebtedness referred to in sub-paragraphs (i) to (iii) above and
which is not entered into for investment or speculative purposes;


 


(v)                                   by the purposes
of implementing the steps expressly contemplated by the Steps Paper;


 


(vi)                               in order to
implement any Content Transaction or Business Division Transaction (but not in
any case representing any proceeds of any thereof);


 


(vii)                      by the terms of the Notes; or


 


29

















 


(viii)                       by the terms of any Subordinated Funding to
the extent required to facilitate any Permitted Payments,


 


where, in the case of
sub-paragraphs (i) to (viii), the payment under the relevant indebtedness
or obligation referred to therein has fallen due or will fall due within five
Business Days of such Permitted Payment being made;


 


(c)                                  any payment of any
dividend, payment, loan or other distribution, or the repayment of a loan, or
the redemption of loan stock or redeemable equity made to any member of the Group (other than a member of the Bank
Group), provided that:


 


(i)                                    an amount equal to
such payment is promptly re-invested by such member of the Group (other than
the Bank Group) into a member of the Bank Group;


 


(ii)                                the aggregate
principal amount of such payments and re-invested amounts on any day does not
exceed £50 million (or its equivalent in other currencies); and


 


(iii)                            to the extent any
such payments are made in cash, any re-invested amounts are also made in cash;


 


(d)                                  any payment of any dividend,
payment, loan or other distribution, or the repayment of a loan, or the
redemption of loan stock or redeemable equity made in order to enable payments of dividends or distributions by the
Ultimate Parent to its shareholders or the repurchase of capital stock of the
Ultimate Parent in an amount of up to £10 million per annum, provided always
that no Event of Default has occurred or is continuing or would result
following such payment; or


 


(e)                                  any payments made pursuant to and in accordance
with the Tax Cooperation Agreement, provided that a copy of the certification
or filings referred to in clause 5 of the Tax Cooperation Agreement, as the
case may be, shall have been provided to the Facility Agent not less than
five Business Days before such payment is to be made;


 


(f)                                    the payment of preference distributions in
accordance with the terms and conditions of the outstanding redeemable
preference shares of Sit-up provided that the aggregate amount of all such
preference distributions paid in any financial year shall not exceed £1,000 and
any payment with respect to the purchase or redemption by any member of the
Group of all or any portion of the outstanding redeemable preference shares of
Sit-up pursuant to the terms of the Sit-up Acquisition Documents (including any
such payment as may be permitted under the articles of association of
Sit-up); or


 


(g)                                 any payment of any dividend, payment, loan or
other distribution, or the repayment of a loan, or the redemption of loan stock
or redeemable equity made pursuant to an Asset Passthrough or a Funding
Passthrough, in each case, funded solely from cash generated by entities
outside of the Bank Group and the Bridge Group.


 


“Plan” means any pension plan as defined in section 3(2) of
ERISA, which (i) is maintained or contributed to by (or to which there is
an obligation to contribute by) any member of the Group or an ERISA Affiliate,
and each such plan for the 5 year period immediately following the latest date
on which any member of the Group or an ERISA Affiliate maintained, contributed
to or had an obligation to contribute to such plan and (ii) is subject to
ERISA, but excluding any Multiemployer Plan.


 


“Project Company” means a Subsidiary of a company (or a person
in which such company has an interest) which has a special purpose and whose
creditors have no recourse to any member of the Bank


 


30

















 


Group in respect of
Financial Indebtedness of that Subsidiary or person, as the case may be,
or any of such Subsidiary’s or person’s Subsidiaries (other than recourse to
such member of the Bank Group who had granted an Encumbrance over its shares or
other interests in such Project Company beneficially owned by it provided that
such recourse is limited to an enforcement of such an Encumbrance).


 


“Proportion” in relation to a Lender, means:


 


(a)                                  in relation to an Initial Loan to be made under
this Agreement, the proportion borne by such Lender’s Available Commitment in
respect of the Facility to the Available Facility;


 


(b)                                  in relation to an Initial Loan or Initial Loans
outstanding under this Agreement, the proportion borne by such Lender’s share
of the principal amount of such Initial Loan or Initial Loans to the total
principal amount thereof; and


 


(c)                                  if paragraph (a) does not apply and there
are no Outstandings, the proportion borne by the aggregate amount of such
Lender’s Available Commitment to the Available Facility (or if the Available
Facility is then zero, by its Available Commitment to the Available Facility
immediately prior to its reduction to zero).


 


“Protected Party” means a Finance Party or any Affiliate of a
Finance Party which is or will be, subject to any Tax Liability in relation to
any amount payable under or in relation to a Finance Document.


 


“Qualifying UK Lender” means in relation to a payment of
interest on a participation in an Initial Loan, a Lender which is:


 


(a)                                  a
UK Bank Lender;


 


(b)                                  a
UK Non-Bank Lender; or


 


(c)                                  a
UK Treaty Lender.


 


“Quarter Date” has the meaning ascribed to it in Clause 18.1 (Financial Definitions).


 


“Quotation Date” means, in relation to any
period for which an interest rate is to be determined, the date that is 2
Business Days before the first day of that period, provided that if market
practice differs in the Relevant Interbank Market for Dollars, the Quotation
Date will be determined by the Facility Agent in accordance with market
practice in the Relevant Interbank Market (and if quotations would normally be
given by leading banks in the Relevant Interbank Market on more than one day,
the Quotation Date will be the last of those days).


 


“Redemption
Consideration” means the $16.25 cash consideration payable in
respect of each share of the Ultimate Parent’s common stock that the Ultimate
Parent’s shareholders will receive in the Merger.


 


“Reference Banks” means the principal London offices of
Barclays Bank plc, Citigroup and The Bank of New York or such other bank or
banks as may be appointed as such by the Facility Agent after consultation
with the Borrower.


 


“Registration
Rights Agreement” has the meaning assigned to such term in Clause
19.25 (Exchange Notes).


 


“Regulation T” shall mean Regulation T of the Board of
Governors of the Federal Reserve System as from to time in effect and any
successor to all or any portion thereof.


 


31

















 


“Regulation U” shall mean Regulation U of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof.


 


“Regulation X” shall mean Regulation X of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or any portion thereof.


 


“Relevant Interbank Market” means, in relation to euro, the
European Interbank Market and in relation to any other currency, the London
interbank market therefor.


 


“Relevant Page” means the page of the Reuters or Telerate
screen on which is displayed, in relation to LIBOR, BBA LIBOR for Dollars, or,
if such page or service shall cease to be available, such other page or
service which displays the London interbank offered rates for Dollars as the
Facility Agent, after consultation with the Lenders and the Borrower, shall
select.


 


“Relevant Tax Jurisdiction”
means the United Kingdom, in relation to the Borrower.


 


“Repeating Representations” means the representations and
warranties set out in Clauses 16.2 (Due
Organisation), 16.5 (No Immunity),
16.6 (Governing Law and Judgments),
16.7 (All Actions Taken), 16.9 (Binding Obligations), 16.10 (No Winding-up), 16.11 (No Event of Default), 16.18 (Execution of Finance Documents), 16.27 (Investment Company Act), 16.28 (Margin Stock), 16.34 (US Patriot Act) and 16.35 (Compliance with ERISA).


 


“Reservations” means:


 


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


 


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


 


(c)                                  the reservations in or anything disclosed by
any of the Legal Opinions; and


 


(d)                                  any circumstance arising through a failure to
obtain any consent from the lenders under the Existing Credit Facilities or the
Existing Baseball Facilities to (i) the execution of the Finance
Documents, (ii) the exercise of any rights or the performance of any
obligations under the Finance Documents or (iii) any other matter
contemplated by the Finance Documents.


 


“Restricted
Guarantor” means:


 


(a)                                  each
of the Original Guarantors listed in Part 2 of Schedule 2 (The Restricted Guarantors); and


 


(b)                                  any other Guarantor that accedes to this Agreement pursuant to
Clause 21.1 (Acceding Guarantors),
which is (i) incorporated, created or organised under the laws of the
United States of America or any State of the United States of America
(including the District of Columbia) and is a “United States person” (as defined
in Section 7701(a)(30) of the Code); or (ii) treated for US federal
income tax purposes as a disregarded entity that is a branch of a Guarantor described
in sub-paragraph (b)(i) hereof.


 


32

















 


“Restricted Party” means any person listed in the Annex to the
Executive Order referred to in the definition of “Anti-Terrorism Laws” or on
the “Specially Designated Nationals and Blocked Persons” list maintained by the
Office of Foreign Assets Control of the United States Department of the
Treasury;


 


“Screenshop” means Screenshop Limited, a company incorporated
under the laws of England and Wales with registered number 3529106.


 


“Screenshop Intra-Group Loan Agreement” means the loan
agreement dated 10 May 2005 between Screenshop and Flextech Broadband
Limited.


 


“SEC” means the United States Securities and Exchange
Commission.


 


“Security” means the Encumbrances created or purported to be
created pursuant to the Security Documents.


 


“Security Documents” means:


 


(a)                                  the Initial Security Document;


 


(b)                                  any security documents required to be delivered
by an Acceding Guarantor pursuant to Clause 21.1 (Acceding Guarantors);


 


(c)                                  any other document executed at any time by any
member of the Group conferring or evidencing any Encumbrance for or in respect
of any of the obligations of the Obligors under this Agreement whether or not
specifically required by this Agreement; and


 


(d)                                  any other document executed at any time
pursuant to Clause 19.12 (Further Assurance)
or any similar covenant in any of the Security Documents referred to in
paragraph (a) to (c) above.


 


“Security Trust Agreement” means that certain security trust
agreement dated on or about the date of this Agreement made between the
Security Trustee and the Lenders and relating to the appointment of the
Security Trustee as trustee of the Security.(1)


 


“Senior B
Facility” means the £1,200,000,000 term loan facility made available
pursuant to the Senior Facilities Agreement and defined thereunder as the “B
Facility”.


 


“Senior B Guarantor”
means a Senior Facilities Guarantor who is also a Guarantor in respect of the
Senior B Facility.


 


“Senior
Facilities” means the £4,975,000,000 senior facilities made
available pursuant to the Senior Facilities Agreement.


 


“Senior
Facilities Agreement”
means the senior facilities agreement dated on or about the date hereof
between, among others, the Ultimate Parent, NTL Cable, NTLIH, TCN, NTLIH Sub,
the US Senior Facilities Borrower and the Mandated Lead Arrangers (as defined
therein) relating to the Senior Facilities.


 


“Senior
Facilities Borrower” means any “Borrower” under and as defined in
the Senior Facilities Agreement.


 






(1) Structure
1 agreement to be replaced by an equivalent agreeement, with Deutsche Bank AG,
London Branch as Security Trustee.


 


33

















 


“Senior
Facilities Finance Documents” means the “Finance Documents” as
defined in the Senior Facilities Agreement.


 


“Senior
Facilities Finance Parties” means the “Finance Parties” under and as
defined in the Senior Facilities Agreement.


 


“Senior
Facilities Guarantor” means any “Guarantor” under and as defined in
the Senior Facilities Agreement.


 


“Senior Facilities
Instructing Group” means
an “Instructing Group” under and as defined in the Senior Facilities Agreement.


 


“Senior
Facilities Lender” means any “Lender” under and as defined in the
Senior Facilities Agreement.


 


“Senior
Facilities Obligor” means any “Obligors” under and as defined in the
Senior Facilities Agreement.


 


“Senior
Facilities Outstandings” means any “Outstandings” under and as
defined in the Senior Facilities Agreement.


 


“Senior
Facilities Securities Documents” means the “Security Documents” as
defined in the Senior Facilities Agreement.


 


“Senior
Facilities Security” means the “Security” as defined in the Senior
Facilities Agreement.


 


“Senior
Facility Agent” means the “Facility Agent” under and as defined in
the Senior Facilities Agreement.


 


“Senior Fees
Letter” means the letter dated 3 March 2006 from the
Bookrunners to NTL and the Company in relation to the fees payable to the
Bookrunners for arranging and underwriting the Senior Facilities.


 


“Short Term Notes” means the notes to be issued by the Company
to the US Senior Facilities Borrower after the date of first utilisation of the
B1 Facility.


 


“Sit-up” means sit-up Limited, a company incorporated under the
laws of England and Wales with registered number 3877786 and having its
registered office at 179-181 The Vale, Acton, London W3 7RW.


 


“Sit-up Acquisition Documents” means each of:


 


(a)                                  the share purchase deed between Screenshop and
Alpine Situp LLC for the sale of 1,991,841 preference shares and 565,919
warrants to subscribe for ordinary shares in the capital of Sit-up, dated 23 March 2005;


 


(b)                                  the offer document dated on or about 10 May 2005
which describes the terms and conditions of the recommended offer made by
Screenshop to purchase the issued and to be issued shares of Sit-up;


 


(c)                                  the share purchase agreement between
Screenshop, John Egan, Ashley Faull and Christopher Manson dated on or around
10 May 2005;


 


34

















 


(d)                                  the subscription agreement between the Sit-up,
Screenshop, Flextech Broadband Limited, John Egan, Ashley Faull and Christopher
Manson entered into on or about 10 May 2005.


 


(e)                                  and any other document designated as an “Sit-up
Acquisition Document” in writing to the Facility Agent by the Company.


 


“Solvent” and “Solvency”
mean, with respect to any US Obligor on a particular date, that on such date (a) the
value of the property of such US Obligor (both at present and present fair and
present fair sales value) is greater than the total amount of liabilities,
including, without limitation, contingent and unliquidated liabilities, of such
US Obligor as such liabilities mature, (b) such person does not intend to,
and does not believe that it will, incur debts or liabilities beyond such
person’s ability to pay such debts and liabilities as they mature and (c) such
US Obligor is not engaged in business or a transaction, and is not about to
engage in business or a transaction, for which such person’s property would
constitute an unreasonably small capital. The amount of contingent and
unliquidated liabilities at any time shall be computed as the amount that, in
the light of all the facts and circumstances existing at such time, represents
the amount that can reasonably be expected to become an actual or matured
liability.


 


“Solvent
Liquidation” has the meaning given to such term in Clause 20.19 (Solvent Liquidation).


 


“Stand Alone Baseball Financing” means Financial Indebtedness
which is incurred either:


 


(a)                                  following
the cancellation of the A1 Facility and the B1 Facility, for the purposes set
out in paragraph (b) of Clause 2.2 (Purposes); or


 


(b)                                  for
the purposes of refinancing the Total Baseball Debt,


 


provided that, in each case:


 


(i)                                    the
aggregate principal amount of such Financial Indebtedness does not exceed £500
million;


 


(ii)                                the annual interest expense of such Financial
Indebtedness is no greater than the interest expense payable under an
equivalent principal amount of A1 Facility or B1 Facility which is cancelled in
accordance with Clause 10.1 of the Senior Facilities Agreement or (as
applicable) an equivalent principal amount of the Total Baseball Debt being
prepaid;


 


(iii)                            immediately prior to the incurrence of such Financial Indebtedness,
the Bank Group is in compliance with the financial covenants set out in Clause
18.2 (Ratios);


 


(iv)                               no creditor in respect of such Financial
Indebtedness shall at any time have any recourse to any member of the Bank
Group;


 


(v)                                   such Financial Indebtedness may benefit
from guarantees and first priority security over the assets of members of the
Baseball Group but not any
member of the Bank Group;


 


(vi)                               following consummation of the Stand Alone
Baseball Financing any transactions entered into between the Bank Group and the
Baseball Group shall be subject
to the provisions of Clause 20.10 (Transactions with
Affiliates); and


 


(vii)                           any such Stand Alone Baseball Financing is completed by 31 December 2006.


 


“Standard & Poor’s” means Standard & Poor’s
Ratings Group or any successor thereof.


 


35

















 


“Statutory Requirements” means any applicable provision or
requirement of any Act of Parliament (including without limitation, the
Communications Act 2003 and the Broadcasting Acts 1990 and 1996) or any
instrument, rule or order made under any Act of Parliament or any
regulation or by-law of any local or other competent authority or any statutory
undertaking or statutory company which has jurisdiction in relation to the
carrying out, use, occupation, operation of the properties or the businesses of
any member of the Bridge Group or any member of the Bank Group carried out
thereon.


 


“Sterling Amount” means at any time, in relation to any
Available Commitments, the principal amount in Sterling of such Available
Commitments.


 


“Steps Paper” means alternative papers entitled “Steps Plan: Version 1 – Combination of NTL, Telewest and Virgin Mobile
before Structures 1 and 2” and “Steps Plan: Version 2 –
Combination of NTL, Telewest and Virgin Mobile after Structures 1 and 2”,
in each case, as agreed between NTL and the Bookrunners setting out the
restructuring steps affecting the Telewest Group and NTL Group occurring prior
to, on and following the Merger Closing Date.


 


“Structure 1
Borrower” means NTL, as successor by merger to the Merger Sub.


 


“Structure 1
Bridge Facilities” means the Structure 1 Tranche A Facility and the
Structure 1 Tranche B Facility.


 


“Structure 1 Bridge
Facilities Agreement” means the Senior Bridge Facility Agreement
dated 3 March 2006 and made between, inter
alia, Telewest Global, Inc. as Ultimate Parent, Neptune Bridge
Borrower LLC, as Initial Borrower, Deutsche Bank AG, London Branch, J.P. Morgan
Plc, The Royal Bank of Scotland Plc and Goldman Sachs International as
Bookrunners, Deutsche Bank AG, London Branch, J.P. Morgan Plc, The Royal Bank
of Scotland Plc and Goldman Sachs International, J.P. Morgan Europe Limited as Facility Agent and Security Trustee, and the financial
and other institutions named in it as Lenders


 


“Structure 1
Execution Date” means 3 March 2006.


 


“Structure 1
Senior Facilities Agreement” means the Senior Facilities Agreement,
dated as of the Original Execution Date and made between, inter alia,
Telewest Global, Inc. as Ultimate Parent, NTL Cable plc as Parent, NTL
Investment Holdings Limited as the Company and an UK Borrower, Telewest
Communications Networks Limited as TCN and an UK Borrower, Deutsche Bank AG,
London Branch, J.P. Morgan Plc, The Royal Bank of Scotland Plc and Goldman
Sachs International as Bookrunners and Mandated Lead Arrangers, Deutsche Bank
AG, London Branch as Facility Agent, Deutsche Bank AG, London Branch as
Security Trustee, GE Capital Structured Finance Group Limited as Administrative
Agent and the financial and other institutions named in it as Lenders and B
Lenders.


 


“Structure
1Tranche A Facility” means the facility granted to the Structure 1
Borrower pursuant to Clause 2.1(a) of the Structure 1 Bridge Facilities
Agreement.


 


“Structure 1
Tranche A Facility Outstandings” means the aggregate principal
amount of loans outstanding under the Structure 1 Tranche A Facility.


 


“Structure 1
Tranche B Facility” means the facility granted to the Structure 1
Borrower pursuant to Clause 2.1(b) of the Structure 1 Bridge Facilities
Agreement.


 


“Structure 1
Tranche B Facility Outstandings” means the aggregate principal
amount of loans outstanding under the Structure 1 Tranche B Facility.


 


36

















 


“Structure Notice” means the structure notice delivered by NTL
to the Bookrunners, in accordance with the provisions of the Commitment Letter,
pursuant to which NTL elected to implement the restructuring steps referred to
in the Steps Paper as “Post-Combination
Restructuring - Second
Alternative (Structure 2)”.


 


“Structuring Completion Date” means the date falling 3 months
after the Merger Closing Date.


 


“Structuring
Date” means the date proposed in the Structure Notice on which the relevant
restructuring steps referred to in the Steps Paper as “Post-Combination
Restructuring - Second
Alternative (Structure 2)” are 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.


 


“Subordinated Funding” means any loan made to any Obligor by
any member of the Group that is not an Obligor which:


 


(a)                                  constitutes Parent Intercompany Debt;


 


(b)                                  is an intercompany loan arising under the
arrangements referred to in paragraph (c) of the definition of “Permitted
Payments”;


 


(c)                                  is an intercompany loan existing as at the
Original Execution Date (including any inter-company loan the benefit of which
has, at any time after the Original Execution Date, been assigned to any other
member of the Group, where such assignment is not otherwise prohibited by this
Agreement); or


 


(d)                                  constitutes Equity Equivalent Funding,


 


provided that the relevant
debtor and creditor are party to the Group Intercreditor Agreement as an
Intergroup Debtor or Intergroup Creditor (as such terms are defined in the
Group Intercreditor Agreement), respectively, or where the relevant debtor and
creditor are party to such other subordination arrangements as may be
satisfactory to the Facility Agent, acting reasonably.


 


“Subscriber” means any person who has entered into an agreement
(which has not expired or been terminated) with an Obligor to be provided with
services by an Obligor through the operation of telecommunications and/or
television systems operated by the Bank Group in accordance with applicable
Telecommunications, Cable and Broadcasting Laws (including any part of
such system and all modifications, substitutions, replacements, renewals and
extensions made to such systems).


 


“Subsequent
Information Memorandum” means the updated Initial Information
Memorandum, if any, updated to reflect the Baseball Acquisition and the
business, assets, financial condition and prospects of the Baseball Group.


 


“Subsidiary” of a company shall be construed as a reference to:


 


(a)                                  any company:


 


(i)                                    more than 50% of the
issued share capital or membership interests of which is beneficially owned,
directly or indirectly, by the first-mentioned company; or


 


(ii)                                where the
first-mentioned company has the right or ability to control directly or
indirectly the affairs or the composition of the board of directors (or
equivalent of it) of such company; or


 


37

















 


(iii)                            which is a Subsidiary
of another Subsidiary of the first-mentioned company; or


 


(b)                                  for the purposes of Clause 17 (Financial Information) and Clause 18 (Financial Condition) and any provision of this Agreement
where the financial terms defined in Clause 18 (Financial
Condition) are used, any legal entity which is accounted for under
applicable GAAP as a Subsidiary of the first-mentioned company.


 


“Successful Syndication” has the meaning given to it in the
Senior Fees Letter.


 


“Summary
Terms and Conditions of Extended Term Loans” means the summary terms
and conditions of the Extended Term Loans, as set out in Schedule 13 (Summary Terms and Conditions of Extended Term Loans).


 


“Takeover
Code” means the City Code on Takeovers and Mergers as administered
by the Takeover Panel.


 


“Takeover
Panel” means the Panel on Takeovers and Mergers.


 


“Take-Out
Debt Proceeds” means the cash proceeds received in respect of any
Financial Indebtedness raised by any member of the Group to refinance amounts
outstanding under this Agreement (after deducting all reasonable fees,
commissions, costs and expenses incurred by any member of the Group in
connection with such raising), whether raised by way of bilateral or syndicated
credit facilities, in the international or domestic debt capital markets or
otherwise, including the New High Yield Notes.


 


“TARGET Day” means any day on which the Trans-European
Automated Real-time Gross Settlement Express Transfer payment system is open
for the settlement of payments in euro.


 


“Tax
Cooperation Agreement” means the agreement to be entered into
following the date hereof between the Ultimate Parent, the Company and TCN
relating to arrangements in connection with, amongst other things, the payment
of US taxes in form and substance agreed with the Facility Agent and the
Mandated Lead Arrangers.


 


“Tax Credit” means a credit against, relief or remission for,
or repayment of any tax.


 


“Tax Deduction” means a deduction or withholding for or on
account of tax from a payment made or to be made under a Finance Document.


 


“Tax Losses” means any amount capable of surrender pursuant to
Chapter IV of Part X of the Taxes Act.


 


“Taxes Act” means the Income and Corporation Taxes Act 1988.


 


“Tax Liability” has the meaning set out in paragraph (e) of
Clause 12.3 (Tax Indemnity).


 


“Tax Payment” means the increase in any payment made by an
Obligor to a Finance Party under paragraph (c) of Clause 12.1 (Tax Gross-up) or any amount payable under
paragraph (d) of Clause 12.1 (Tax
Gross-up) or under Clause 12.3 (Tax
Indemnity).


 


“TCN” means Telewest Communications Networks Limited, a company
incorporated in England & Wales with registered number 3071086 and
having its registered office at Export House, Cawsey Way, Woking, Surrey, GU21
6QX (or, following a Solvent Liquidation thereof pursuant to the provisions of
Clause 20.19 (Solvent Liquidation), the
relevant Successor Entity.


 


38

















 


“TCN Group” means TCN and its Subsidiaries from time to time.


 


“Telecommunications, Cable and Broadcasting Laws” means the
Telecommunications Act 1984, the Broadcasting Act 1990 (together with the
Broadcasting Act 1996), the Communications Act 2003 and all other laws,
statutes, regulations and judgments relating to broadcasting or
telecommunications or cable television or broadcasting applicable to any member
of the Bank Group, and/or the business carried on by, any member of the Bank
Group (for the avoidance of doubt, not including laws, statutes, regulations or
judgments relating solely to consumer credit, data protection or intellectual property).


 


“Telewest Group” means the Ultimate Parent and its Subsidiaries
from time to time. For information purposes only, the members of the Telewest
Group as at the Original Execution Date and prior to the Merger taking place,
are listed in Part 2 of Schedule 9 (Members
of the Telewest Group).


 


“Telewest UK” means Telewest UK Limited, a company incorporated
in England & Wales with registered number 04925679 and having its
registered office at Export House, Cawsey Way, Woking, Surrey GU21 6QX.


 


“Termination Date” means the earlier of (i) the date
falling 10 Business Days after NTL receives a positive IRS Ruling or (ii) the
date that falls 3 months after the Merger Closing Date.


 


“Total
Baseball Debt” means all amounts drawn under the A1 Facility and the
B1 Facility by Baseball Cash Bidco and used for any of the purposes specified
in paragraph (b) of Clause 2.3 of the Senior Facilities Agreement
(including without limitation, any principal amounts, prepayment penalties,
make-whole payments, accrued interest and Break Costs relating thereto).


 


“Transfer Date” means, in relation to any Transfer Deed, the
effective date of such transfer as specified in such Transfer Deed.


 


“Transfer Deed” means a duly completed deed of transfer and
accession in the form set out in Schedule 3 (Form of Deed of Transfer and Accession)
which has been executed as a deed by a Lender and a Transferee whereby such
Lender seeks to transfer to such Transferee all or a part of such Lender’s
rights, benefits and obligations under this Agreement as contemplated in Clause
32 (Assignments and Transfers)
and such Transferee agrees to accept such transfer and to be bound by this
Agreement and to accede to the Group Intercreditor Agreement and the Security
Trust Agreement.


 


“Transferee” means a bank or other institution to which a
Lender seeks to transfer all or part of its rights, benefits and
obligations under this Agreement pursuant to and in accordance with Clause 32 (Assignments and Transfers).


 


“UK Bank Lender” means, in relation to a payment of interest on
a participation in an Initial Loan to the Borrower, a Lender which is
beneficially entitled to and within the charge to United Kingdom corporation
tax as regards that payment and (a) if the participation in that Initial
Loan was made by it, is a Lender which is a “bank” (as defined for the purposes
of section 349 of the Taxes Act in section 840A of the Taxes Act) or (b) if
the participation in that Initial Loan was made by a different person, such
person was a “bank” (as defined for the purposes of section 349 of the
Taxes Act in section 840A of the Taxes Act) at the time that Initial Loan
was made.


 


“UK Channel Management” means UK Channel Management Limited, a
company incorporated in England & Wales with registered number
3322468, whose registered office is at Export House, Cawsey Way, Woking, Surrey
GU21 6QX.


 


39

















 


“UK Channel Management Group” means the UK Channel Management
and its Subsidiaries from time to time.


 


“UK Channel Management Security Trustee Undertakings” means the
agreement to be entered into on or following the Merger Closing Date between
the Security Trustee under the Senior Facilities Agreement, BBC Worldwide
Limited, Flextech Broadband Limited and United Artists Investments Limited in
relation to the shareholders’ agreement relating to UK Channel Management.


 


“UK Gold” means UK Gold Holdings Limited, a company
incorporated in England and Wales with registered number 3298738, whose
registered office is at Export House, Cawsey Way, Woking, Surrey GU21 6QX.


 


“UK Gold Group” means UK Gold and its Subsidiaries from time to
time.


 


“UK Gold Security Trustee Undertaking” means the agreement to
be entered into on or following the Merger Closing Date between the Security
Trustee under the Senior Facilities Agreement, BBC Worldwide Limited and
Flextech Broadband Limited in relation to the shareholders agreement relating
to UK Gold.


 


“UK Non-Bank Lender” means,
in relation to a payment of interest on an Initial Loan:


 


(a)                                  a
Lender which is beneficially entitled to the income in respect of which that
payment is made and is a UK Resident company (the first condition set out in section 349B
of the Taxes Act); or


 


(b)                                  a
Lender which satisfies one of the other conditions set out in section 349B
of the Taxes Act,


 


where H.M. Revenue &
Customs has not given a direction under section 349C of the Taxes Act
which relates to that payment of interest on an Initial Loan.


 


“UK Pension Scheme” means a pension scheme in which any member
of the Group participates or has at any time participated, and which has its
main administration in the United Kingdom or is primarily for the benefit of
employees in the United Kingdom.


 


“UK Resident” means a person who is resident in the United
Kingdom for the purposes of the Taxes Act and “non-UK Resident” shall be construed accordingly.


 


“UK
Treaty Lender” means in relation
to a payment of interest on an Initial Loan, a Lender which is entitled to
claim full relief from liability to taxation otherwise imposed by the United Kingdom
(in relation to that Lender’s participation in the Initial Loans) on interest
under a Double Taxation Treaty and which does not carry on business in the
United Kingdom through a permanent establishment with which that Lender’s
participation in the Initial Loans is effectively connected and, in relation to
any payment of interest on any Initial Loan made by that Lender, the Borrower
has received notification in writing from H.M. Revenue & Customs
authorising the Borrower to pay interest on such Initial Loan without any Tax
Deduction.


 


“UK Senior Facilities Borrowers” means the “UK Borrowers” under
and as defined in the Senior Facilities Agreement.


 


“UKTV Group” means each of the UK Channel Management Group, UK
Gold Group and UKTV New Ventures Group.


 


40

















 


“UKTV Joint Ventures” means each of UK Channel Management, UK
Gold and UKTV New Ventures.


 


“UKTV New Ventures” means UKTV New Ventures Limited, a company
incorporated in England and Wales with registered number 04266373, whose
registered office is at Export House, Cawsey Way, Woking, Surrey GU21 6QX.


 


“UKTV New Ventures Group” means the UKTV New Ventures and its
Subsidiaries from time to time.


 


“UKTV New Ventures Security Trustee Undertaking” means the agreement
to be entered into following the Merger Closing Date between the Security
Trustee, BBC Worldwide Limited and Flextech Broadband Limited in relation to
the shareholders agreement relating to UKTV New Ventures.


 


“Ultimate Parent” means, as at the date of this Agreement,
Telewest Global, or, at any time thereafter, the person (if any) that accedes
to this Agreement as the Ultimate Parent pursuant to Clause 21.2 (Acceding Holding Company).


 


“United States” or “US”
means the United States of America, its territories, possessions and other
areas subject to the jurisdiction of the United States of America.


 


“Unpaid Sum” means any sum due and payable by an Obligor under
any Finance Document but unpaid.


 


“US Bankruptcy Code” means the Bankruptcy Reform Act of 1978,
11 USC. §§ 101 et seq., as amended, or any successor thereto;


 


“US Dollars”, “Dollars”
or “$” means the lawful currency
for the time being of the United States;


 


“US Obligors” means the Restricted Guarantors and “US Obligor” means any of them.


 


“US Senior
Facilities Borrower” means NTL Dover LLC, a limited liability company organised under the laws of the State of
Delaware.


 


“Utilisation” means the utilisation of the Facility under this
Agreement by way of drawing the Initial Loans.


 


“Utilisation Date” means the date on which the Initial Loans
are (or are requested) to be made, in accordance with the terms of this
Agreement.


 


“Utilisation Request” means a duly completed notice in the form set
out Schedule 5 (Form of
Utilisation Request).


 


“Vanilla
Clean-Up Period” means the period commencing on the Merger Closing
Date and ending on the date falling 4 months and 2 weeks thereafter.


 


“Vendor Financing Arrangements” means any arrangement,
contractual or otherwise, pursuant to which credit or other financing is
provided or arranged by a supplier (or any of its Affiliates) of assets
(including equipment) and/or related services to a member of the Bank Group in
connection with such supply of assets and/or services.


 


“Voting Stock” of a person means all classes of capital stock,
share capital or other interests (including partnership interests) of such
person then outstanding and normally entitled (without regard to the occurrence
of any contingency other than resulting from any default under any instrument
until such default occurs) to vote in the election of directors, managers or
trustees thereof.


 


41

















 


“Working
Capital” has the
meaning ascribed to it in Clause 18.1 (Financial
Definitions).


 


1.2                               Accounting
Expressions


 


All accounting expressions
which are not otherwise defined in this Agreement shall be construed in
accordance with GAAP.


 


1.3                               Construction


 


Unless a contrary indication
appears, any reference in this Agreement to:


 


the “Facility Agent”, a “Mandated Lead Arranger”, a “Bookrunner”, the “Security Trustee”, a “Hedge Counterparty” or a “Lender” shall be construed so as to include
their respective and any subsequent successors, Transferees and permitted
assigns in accordance with their respective interests;


 


“agreed form” means, in relation to any document, in the form agreed
by or on behalf of the Mandated Lead Arrangers and the Borrower prior to the
Original Execution Date;


 


“company” includes any body corporate;


 


“continuing” in relation to an Event of Default, or a Default
shall be construed as meaning that (a) the circumstances constituting such
Event of Default or Default continue or (b) neither the Facility Agent
(being duly authorised to do so) nor the Lenders have waived in accordance with
this Agreement, such of its or their rights under this Agreement as arise as a
result of that event;


 


“determines” or “determined”
means, save as otherwise provided herein, a determination made in the absolute
discretion of the person making the determination;


 


the “equivalent” on any given date in one
currency (the “first currency”) of
an amount denominated in another currency (the “second currency”) is a reference to the amount of the first
currency which could be purchased with the second currency at the Facility Agent’s
Spot Rate of Exchange at or about 11:00 a.m. on the relevant date for the
purchase of the first currency with the second currency or for the purposes of
determining any amounts testing any covenant or determining whether an Event of
Default has occurred under this Agreement:


 


(a)                                  in the case of any basket or threshold amount
qualifying a covenant:


 


(i)                                    in order to determine
how much of such basket or threshold has been used at any time, for each
transaction entered into in reliance upon the utilisation of such basket or in
reliance upon such threshold not being reached prior to such time, the date
upon which such transaction was entered into; and


 


(ii)                                in order to determine
the permissibility of a proposed transaction, on the date upon which the permissibility
of that transaction is being tested for the purposes of determining compliance
with that covenant; and


 


(b)                                  in the case of any basket or threshold amount
relating to an Event of Default, the date on which the relevant event is being
assessed for the purposes of determining whether such Event of Default has
occurred;


 


provided that in the case of
Financial Indebtedness proposed to be incurred to refinance other Financial
Indebtedness denominated in a currency other than Sterling or other than the currency
in which such


 


42

















 


refinanced Financial
Indebtedness is denominated, if such refinancing would cause any applicable
Sterling-denominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such refinancing, such Sterling
denominated restriction shall be deemed not to be exceeded so long as the
principal amount of such refinancing Financial Indebtedness does not exceed the
principal amount of such Financial Indebtedness being refinanced in the
applicable currency at the then current exchange rate.


 


“month” is a reference to a period starting on one day in a
calendar month and ending on the numerically corresponding day in the next
succeeding calendar month save that, where any such period would otherwise end
on a day which is not a Business Day, it shall end on the next succeeding
Business Day, unless that day falls in the calendar month succeeding that in
which it would otherwise have ended, in which case it shall end on the
immediately preceding Business Day provided that, if a period starts on the
last Business Day in a calendar month or if there is no numerically
corresponding day in the month in which that period ends, that period shall end
on the last Business Day in that later month (provided that in any reference to
“months” only the last month in a
period shall be construed in the aforementioned manner);


 


a “repayment” shall include a “prepayment” and references to “repay” or “prepay” shall be construed accordingly;


 


a “person” shall be construed as a reference
to any person, firm, company, whether with limited liability or otherwise,
government, state or agency of a state or any association or partnership
(whether or not having separate legal personality) of two or more of the
foregoing;


 


“tax” shall be construed so as to include all present and
future taxes, charges, imposts, duties, levies, deductions or withholdings of
any kind whatsoever, or any amount payable on account of or as security for any
of the foregoing, by whomsoever on whomsoever and wherever imposed, levied,
collected, withheld or assessed together with any penalties, additions, fines,
surcharges or interest relating to it; and “taxes”
and “taxation” shall be construed
accordingly;


 


“VAT” shall be construed as value added tax as provided for in
the Value Added Tax Act 1994 and legislation (or purported legislation and
whether delegated or otherwise) supplemental to that Act or in any primary or
secondary legislation promulgated by the European Community or European Union
or any official body or agency of the European Community or European Union, and
any tax similar or equivalent to value added tax imposed by any country other
than the United Kingdom and any similar or turnover tax replacing or introduced
in addition to any of the same;


 


“wholly-owned Subsidiary” of a company shall be construed as a
reference to any company which has no other members except that other company
and that other company’s wholly-owned Subsidiaries or nominees for that other
company or its wholly-owned Subsidiaries; and


 


the “winding-up”, “dissolution” or “administration”
of a company shall be construed so as to include any equivalent or analogous
proceedings under the Law of the jurisdiction in which such company is
incorporated, established or organised or any jurisdiction in which such
company carries on business, including the seeking of liquidation, winding-up,
reorganisation, dissolution, administration, arrangement, adjustment,
protection from creditors or relief of debtors.


 


43

















 


1.4                               Currency


 


“€” and “euro”
denote the lawful currency of each Participating Member State, “£” and “Sterling”
denote the lawful currency of the United Kingdom and “$” and “Dollars”
denote the lawful currency of the United States of America.


 


1.5                               Statutes


 


Any reference in this
Agreement to a statute or a statutory provision shall, save where a contrary
intention is specified, be construed as a reference to such statute or
statutory provision as the same shall have been, or may be, amended or re-enacted.


 


1.6                               Time


 


Any reference in this
Agreement to a time shall, unless otherwise specified, be construed as a
reference to London time.


 


1.7                               References
to Agreements


 


Unless otherwise stated, any
reference in this Agreement to any agreement or document (including any
reference to this Agreement) shall be construed as a reference to:


 


(a)                                  such agreement or document as amended,
varied, novated or supplemented from time to time;


 


(b)                                  any other agreement or document whereby such
agreement or document is so amended, varied, supplemented or novated; and


 


(c)                                  any other agreement or document entered into
pursuant to or in accordance with any such agreement or document.


 


1.8                               Holding
Company of Ultimate Parent


 


If at any time the Ultimate
Parent becomes the Subsidiary of any Holding Company as contemplated by, inter
alia, the definition of “Change of Control”, the provisions of Clause 21.2 (Acceding Holding Company) shall apply and
upon satisfaction of the provisions thereof, any references in the Finance
Documents to “Ultimate Parent” shall thereafter be deemed to be references to
such Holding Company.


 


1.9                               No Personal
Liability


 


No personal liability shall
attach to any director, officer or employee of any member of the Group for any
representation or statement made by that member of the Group in a certificate
signed by such director, officer or employee.


 


2.                                      THE FACILITY


 


2.1                               The Facility


 


(a)                                  Upon
the terms and subject to the
conditions of this Agreement, the Lenders grant to the Borrower a bridge loan
facility in a maximum amount of $1,048,800,000 (the “Facility”), the equivalent of which shall be made available in
Dollars in a single drawing.


 


(b)                                  Any
Commitments not drawn on the Structuring Date shall terminate.


 


44

















 


2.2                               Purpose


 


The Facility shall be immediately
applied in repayment of all Structure 1 Tranche A Facility Outstandings (by way
of a series of transactions described in the Steps Paper). The Borrower shall apply all amounts borrowed
under this Agreement in or towards satisfaction of the foregoing purpose and
none of the Finance Parties shall be obliged to concern themselves with such
application.


 


2.3                               Several
Obligations


 


The obligations of each
Finance Party under this Agreement are several and the failure by a Finance
Party to perform any of its obligations under this Agreement shall not
affect the obligations of any of the Obligors towards any other party to this
Agreement nor shall any other party be liable for the failure by such Finance
Party to perform its obligations under this Agreement.


 


2.4                               Several
Rights


 


The rights of each Finance
Party are several and any debt arising under this Agreement at any time from an
Obligor to any Finance Party to this Agreement shall be a separate and
independent debt. Each Finance Party may, except as otherwise stated in this
Agreement, separately enforce its rights under this Agreement.


 


3.                                      CONDITIONS


 


3.1                               Conditions
Precedent


 


The obligations of the
Lenders to make the Facility available shall be conditional upon the Facility
Agent having confirmed to the Borrower that it has received (or has waived in
accordance with this Agreement, the requirement to receive) the documents
listed in Part 1 of Schedule 4 (Conditions
Precedent to Utilisation) and that each is satisfactory, in form and
substance, to the Facility Agent, acting reasonably. The Facility Agent shall
notify the Borrower and the Lenders promptly upon being so satisfied.


 


3.2                               Conditions
Subsequent


 


The Ultimate
Parent shall procure (and each relevant Obligor shall ensure) that:


 


(a)                                  within
30 days after the date of this Agreement (or earlier, to the extent required by
any time-limit prescribed by law) all Initial Security Documents shall have
been registered or filed with all appropriate authorities to the extent
necessary for the purposes of perfecting the Security created thereunder;


 


(b)                                  within
30 days after the date of this Agreement, there shall have been delivered to
the Facility Agent each of the documents listed in Part 5 of Schedule 4
(Conditions Subsequent Documents)
each in form and substance satisfactory to the Facility Agent, acting
reasonably; and


 


(c)                                  using
their best endeavours, within 90 days of the Structuring Date, such members of
the TCN Group that are Senior Facilities Guarantors at such time shall take all
reasonable action to produce and deliver all necessary Whitewash Documents to
ensure that it provides a guarantee provided under Clause 24 (Guarantee and Indemnity) without breaching and having
satisfied the provisions of Sections 151 to 158 of the Act.


 


The Facility
Agent shall notify the Company and the Lenders promptly upon being so
satisfied.


 


45

















 


4.                                      UTILISATION
AND EXTENSION


 


4.1                               Conditions
to Utilisation


 


Save as otherwise provided
in this Agreement, the Initial Loans will be made by the Lenders to the
Borrower if:


 


(a)                                  the Facility Agent has received from the
Borrower a duly completed Utilisation Request in the relevant form no
earlier than the day which is 10 Business Days and no later than 2:00 p.m.
on the day which is 3 Business Days prior to the proposed Utilisation Date,
receipt of which shall oblige the Borrower to utilise the amount requested on
the Utilisation Date stated therein upon the terms and subject to the
conditions contained in this Agreement;


 


(b)                                  the proposed Utilisation Date is a Business
Day for the proposed currencies of the Initial Loans, which is or precedes the
Termination Date;


 


(c)                                  the Utilisation would result in the maximum
principal amount of the Facility being utilised;


 


(d)                                  the interest rate applicable to the first
Interest Period will not have to be determined under Clause 10 (Market Disruption and Alternative Interest Rates);
and


 


(e)                                  on the date of the Utilisation Request and
the proposed Utilisation Date, all representations set out in Clause 16 (Representations and Warranties) made by
each of the persons identified as making those representations are true in all
material respects by reference to the circumstances then existing and no
Default is continuing or would result from the proposed Utilisation.


 


4.2                               Lenders’
Participations


 


Each Lender will participate
through its Facility Office in the Initial Loans made pursuant to Clause 4.1 (Conditions to Utilisation) in its
respective Proportion.


 


4.3                               Initial
Maturity Date and Conversion of Initial Loans


 


(a)                                  Subject to the
terms and conditions hereof, each Lender severally agrees that, if the Initial
Loans have not been repaid on or prior to the Initial Maturity Date, the then
outstanding principal amount of its Initial Loans shall be automatically
converted into a loan (individually, an “Extended Term Loan” and
collectively, the “Extended Term Loans”; the Initial
Loans and the Extended Term Loans, collectively, the “Loans”) to the Borrower, on the Initial Maturity Date, in an
aggregate principal amount equal to then outstanding principal amount of the
Initial Loans held by such Lender and denominated in the same currency as each
such Initial Loan; provided, that:


 


(i)                                    if, on the
Initial Maturity Date, a Default described in Clause 22.7 (Winding-up),
Clause 22.8 (Execution or Distress) or Clause
22.9 (Similar Events) (in each case with
respect to the any Obligor or any Material Subsidiary only) shall have occurred
and be continuing, the Initial Loans shall not be so converted on the Initial
Maturity Date, but if such Default is cured before the expiration of the grace
period specified in such Clause, such conversion shall take place on the date
that such Default is cured;


 


(ii)                                if an Event of
Default described in Clause 22.6 (Insolvency) or
Clause 22.7 (Winding-up) (in each case with
respect to any Obligor or any Material Subsidiary only) shall have


 


46

















 


occurred and be continuing on the Initial
Maturity Date, the Initial Loans shall not be so converted but shall, instead,
be due and payable on the Initial Maturity Date; and


 


(iii)                            if a Default
described in Clause 22.7 (Winding-Up),
Clause 22.8 (Execution or Distress) or Clause
22.9 (Similar Events) (in each case, with
respect to any Obligor or any Material Subsidiary only) shall have occurred and
be continuing on the Initial Maturity Date and such Default is not cured prior
to the end of the grace period specified in such Clause, the Initial Loans
shall not be so converted but shall, instead, be due and payable on the last
day of such grace period (or, if earlier, the date of the occurrence of an
Event of Default under Clause 22.6 (Insolvency)
with respect to the any Obligor or any Material Subsidiary).


 


(b)                                  The Extended Term
Loans shall be deemed to be borrowed under (and shall remain outstanding on the
terms set forth in) the Extended Term Loan Credit Agreement, which the
Borrower, the Ultimate Parent, each Guarantor, each Lender, the Facility Agent
and the Security Agent shall execute and deliver in accordance with Clause
19.24 (Extended Term Loan Documents).


 


(c)                                  Upon the making
by a Lender of an Extended Term Loan, such Lender shall cancel on its records a
principal amount of the Initial Loans held by such Lender corresponding to the
principal amount of Extended Term Loans made by such Lender, the repayment of
which corresponding principal amount of the Initial Loans shall be satisfied by
the conversion thereof into Extended Term Loans.


 


5.                                      REPAYMENT OF
LOANS


 


5.1                               Repayment of
Initial Loans


 


(a)                                  Subject to Clause 4.3 (Initial
Maturity Date and Conversion of Initial Loans), the Initial Loans
will mature on the Initial Maturity Date and, to the extent then unpaid, will
automatically be converted into Extended Term Loans or become due and payable
pursuant to Clause 4.3 (Initial  Maturity Date and Conversion of Initial Loans).


 


(b)                                  The Extended Term Loans will mature and
become due and payable on the Final Maturity Date in accordance with the terms
of the Extended Term Loan Credit Agreement.


 


6.                                      CANCELLATION


 


6.1                               Voluntary
Cancellation


 


The Borrower may, by giving
to the Facility Agent not less than 3 Business Days’ prior written notice to
that effect (unless an Instructing Group has given its prior consent to a
shorter period) cancel the Available Facilities in whole or any part (but
if in part, in an amount that reduces the principal amount of Available
Facilities by a minimum amount of $5,000,000) and any such cancellation shall
reduce the relevant Available Commitments of the Lenders rateably.


 


6.2                               Notice of
Cancellation


 


Any notice of cancellation
given by the Borrower pursuant to Clause 6.1 (Voluntary
Cancellation) shall be irrevocable and shall specify the date upon
which such cancellation is to be made and the amount of such cancellation.


 


47

















 


6.3                               Cancellation
of Available Commitments


 


(a)                                  On the Termination Date any Available
Commitments shall automatically be cancelled and the Commitment of each Lender
in relation to the Facility shall automatically be reduced to zero.


 


(b)                                  No Available Commitments which have been
cancelled hereunder may thereafter be reinstated.


 


7.                                      VOLUNTARY
PREPAYMENT


 


7.1                               Voluntary
Prepayment


 


The Borrower may, by giving
to the Facility Agent not less than 3 Business Days’ prior written notice to
that effect (unless an Instructing Group has given its prior consent to a
shorter period), repay the Initial Loans in whole or in part (but if in
part, in an amount that reduces the principal amount of the Initial Loans by a
minimum amount of $5,000,000 and an integral multiple of $1,000,000, together
with accrued but unpaid interest on the amount repaid without premium or
penalty but subject to the payment of any Break Costs (if applicable).


 


7.2                               Right of
Prepayment and Cancellation in relation to a single Lender


 


If any sum payable to any
Lender by an Obligor is required to be increased under Clause 12.1 (Tax Gross-up) or a Lender claims
indemnification from the Borrower under the provisions of Clause 12.3 (Tax Indemnity) or Clause 13.1 (Increased Costs) the Borrower may elect
by providing, at least 5 Business Days’ prior notice of its intention to repay
or to cause to be repaid such Lender’s share of the Outstandings to the
Facility Agent, to repay such Lender’s share of the Outstandings on a non-pro
rata basis and immediately to cancel any Commitments then outstanding of such
Lender. In such event, the Borrower shall procure that, on the last day of each
of the then current Interest Periods, such Lender’s portion of each Initial
Loan to which each such Interest Period relates is repaid.


 


7.3                               Notice of
Repayment


 


Any notice of repayment
given by the Borrower pursuant to Clauses 7.1 (Voluntary
Prepayment) or 7.2 (Right of
Prepayment and Cancellation in relation to a single Lender) shall be
irrevocable, shall specify the date upon which such repayment is to be made and
the amount of such repayment and shall oblige the Borrower to make such
repayment on such date.


 


7.4                               Restrictions
on Repayment


 


The Borrower may not
repay all or any part of any Initial Loan except at the times and in the
manner expressly provided for in this Agreement.


 


7.5                               No
Reborrowing


 


No amount repaid under this
Agreement may subsequently be reborrowed under this Agreement.


 


8.                                      MANDATORY
PREPAYMENT AND CANCELLATION


 


8.1                               Change of
Control


 


If a Change of Control
occurs, all of the Available Commitments shall immediately be cancelled, the
Commitments of each Lender shall be reduced to zero and the Borrower shall
immediately repay the


 


48

















 


Outstandings in full
together with unpaid interest accrued thereon and all other amounts payable
pursuant to Clause 26 (Borrower’s
Indemnities) and any other provision of this Agreement.


 


8.2                               Repayment
from Net Proceeds


 


(a)                                  Subject to Clause 8.7 (Application
to Senior Facilities), the Borrower shall procure that, subject to
paragraph (b) below or unless the Facility Agent (acting on the
instructions of an Instructing Group) otherwise agrees, an amount equal to the
Net Proceeds received:


 


(i)                                    by any member of the Bank Group in respect of
any Disposal of such member’s assets or business in aggregate in excess of £30
million (or its equivalent in other currencies) in any financial year of the
Company;


 


(ii)                                by any member of the Bank Group in respect of
any insurance policy in aggregate exceeding £15 million (or its equivalent in
other currencies) in any financial year of the Company;


 


(iii)                            by any member of the Bridge Group in respect
of any Disposal of such member’s assets or business in aggregate in excess of
£30 million (or its equivalent in other currencies) in any financial year of
the Ultimate Parent; or


 


(iv)                               by any member of the Bridge Group in respect
of any insurance policy in aggregate exceeding £15 million (or its equivalent
in other currencies) in any financial year of the Ultimate Parent,


 


is applied in or towards
repayment of the Outstandings in accordance with Clause 7.3 (Notice of Repayment) at the end of the Interest Period next
ending on or after the 10th Business Day following the date of receipt of such
Net Proceeds.


 


(b)                                  Paragraph (a) shall not apply to Net
Proceeds arising:


 


(i)                                    from a Disposal where such Net Proceeds are
used for the acquisition of or reinvestment in assets used or useful in the
Group Business or in a business whose primary operations are directly related
to the Group Business or are applied towards capital expenditure of the Bank
Group, in each case, within 12 months of the date of the receipt of such Net
Proceeds and to the extent not otherwise restricted by the provisions of this
Agreement;


 


(ii)                                from any Disposal
permitted under Clause 20.6 (Disposals)
other than in relation to Disposals permitted under paragraphs (b) (with respect to surplus
assets only and where the Net Proceeds of such Disposal, or a series of
Disposals forming part of the same transaction, exceeds £5,000,000) (j),
(k), (o)(ii), (p), (q), (s) and (w);


 


(iii)                            from
any insurance recovery, where the Net Proceeds arising out of the same are to
be applied within 12 months of receipt in replacing,
reinstating or repairing the relevant damaged or destroyed assets or in
refinancing any expenditure incurred in the replacement, reinstatement and/or
repair of such assets or for the acquisition of or reinvestment in assets
acquired for use in the Group Business or in a business whose primary
operations are directly related to the Group Business for application towards
capital expenditure; or


 


49

















 


(iv)                               from
any Content Transaction, which shall instead be (x) applied in prepayment of
the Senior Facilities to the extent required by Clause 12.2(b)(iv) of the
Senior Facilities Agreement, (y) to the extent so elected by the Borrower,
applied in prepayment of the Facility pursuant to Clause 7.1 and/or (z)
retained within the Bank Group;


 


provided that to the extent
that any Net Proceeds are not applied in accordance with sub-paragraphs (i) or
(iii) above (as applicable) within the applicable time periods specified,
such amounts shall be applied in or towards repayment of the Outstandings in
accordance with Clause 7.3 (Notice of Repayment).


 


8.3                               Repayment
from Debt Proceeds


 


(a)                                  Subject to Clause 8.7 (Application
to Senior Facilities), the Ultimate Parent shall, subject to
paragraph (b) below (or to the Facility Agent (acting on the instructions
of an Instructing Group) having otherwise agreed), procure that (i) 100%
of Debt Proceeds raised by any member of the Bridge Group and (ii) 50% of
Debt Proceeds raised by any member of the Group which is not a member of the
Bridge Group, in each case in connection with any single raising of Debt
Proceeds which exceeds £10 million, shall be applied in repayment of the
Outstandings in accordance with Clause 7.3 (Notice of Repayment)
within 10 Business Days following receipt of such Debt Proceeds.


 


(b)                                  Paragraph (a) above shall not apply to:


 


(i)                                    any Financial Indebtedness raised under the
Senior Facilities Agreement;


 


(ii)                                any Financial Indebtedness raised under the
New High Yield Notes up to the aggregate of (A) the aggregate principal
amount outstanding under the Bridge Facility, (B) any accrued interest
thereon, (C) any contractual premium payable in respect thereof and (D) any
fees, costs, expenses, commissions and other similar charges reasonably
incurred in connection with such financing;


 


(iii)                            any Financial Indebtedness raised in
connection with any High Yield Debt Refinancing;


 


(iv)                               any Financial Indebtedness in respect of any
Hedging Agreement entered into by any member of the Group;


 


(v)                                   any Financial Indebtedness raised by any
member of the Group from any other member of the Group to the extent not
otherwise prohibited by this Agreement;


 


(vi)                               any Financial Indebtedness to the extent
raised by any member of the Bank Group which is permitted by Clause 20.4 (Financial Indebtedness);


 


(vii)                           Financial Indebtedness constituting Parent
Debt which is permitted by paragraph (a), (b), (c), (d) or (e) of
Clause 20.18 (Parent Debt);


 


(viii)                       any Financial Indebtedness to the extent
raised by any member of the Group (other than a member of the Bridge Group or
the Bank Group) the proceeds of which are contributed to the Bank Group in
accordance with Clause 19.15 (Contributions
to the Bank Group);


 


(ix)                              any Financial Indebtedness constituting any “daylight
loans” which are expressly contemplated by the Steps Paper (and as such term is
defined or referred to therein);


 


50

















 


(x)                                  any net cash proceeds of any debt issuances
which are expressly contemplated in the Steps Paper;


 


(xi)                              with the prior written consent of an
Instructing Group, any Financial Indebtedness raised by any member of the Group
which is not a member of the Bank Group, the proceeds of which shall be applied
towards the financing of an acquisition to be made by such person or any other
member of the Group which is not a member of the Bank Group;


 


(xii)                          any Financial Indebtedness which constitutes
Merger Indebtedness;


 


(xiii)                      any Financial Indebtedness contemplated by
the provisions of the Commitment Letter and to be incurred following delivery
of a Structure Notice;


 


(xiv)                         any Financial Indebtedness raised by any
Permitted Joint Venture;


 


(xv)                             any proceeds of any Stand Alone Baseball
Financing; or


 


(xvi)                         any proceeds of any Alternative Baseball
Financing;


 


provided that in the
case of sub-paragraph (viii) above, such Debt Proceeds shall within
90 days of receipt thereof, be contributed into the Bank Group and if not
applied within 90 days after such contribution shall be applied in or towards
repayment of Outstandings in accordance with Clause 7.3 (Notice of
Repayment).


 


8.4                               Repayment
from Equity Proceeds


 


(a)                                  Subject to Clause 8.7 (Application
to Senior Facilities), the Ultimate Parent shall procure that
subject to paragraph (b) below, an amount equal to 100% of Equity Proceeds
which are not required to be contributed to a member of the Bank Group in
accordance with Clause 12.6 of the Senior Facilities Agreement are applied in
or towards repayment of Outstandings in accordance with Clause 7.3 (Notice of Repayment), in each case, within 10 Business Days
following receipt of such Equity Proceeds provided that no amount of Equity
Proceeds shall be required to be prepaid under this paragraph (a) unless
the amount of Equity Proceeds received by the Group in connection with any
single raising of Equity Proceeds exceeds £10 million (or its equivalent in
other currencies).


 


(b)                                  Paragraph (a) shall not apply
to any Equity Proceeds:


 


(i)                                    to the extent raised by any member of the
Group which is a Joint Venture but which is not a member of the Bank Group and
applied for its own purposes;


 


(ii)                                arising from the exercise of stock options or
any similar securities issued to directors, officers, employees or consultants
of any member of the Group;


 


(iii)                            in respect of any equity issuance expressly
contemplated in the Steps Paper; or


 


(iv)                               in respect of any New Equity issued by the
Ultimate Parent and applied for the purposes permitted under Clause 18.3 (Equity Cure Right) or paragraph (n) of Clause 20.13 (Acquisitions and Investments).


 


51

















 


8.5                               Repayment
from Securitisations


 


Subject to Clause 8.7 (Application to Senior Facilities), all net cash proceeds
received by any member of the Group in respect of any asset securitisation
permitted under paragraph (i) of Clause 20.6 (Disposals), shall be applied in repayment of Outstandings in
accordance with Clause 7.3 (Notice of Repayment)
at the end of the Interest Period current at the time of receipt of such
proceeds.


 


8.6                               Repayment
from Take-Out Debt Proceeds.


 


The Ultimate Parent shall
procure that 100% of Take-Out Debt Proceeds raised by any member of the Group
shall be applied promptly (and in any event within 3 Business Days following
receipt of such Take-Out Debt Proceeds) in repayment of Outstandings in accordance
with Clause 7.3 (Notice of Repayment).


 


8.7                               Application
to Senior Facilities.


 


Neither the Borrower nor the
Ultimate Parent (as applicable) shall be required to apply (i) Net
Proceeds in accordance with Clause 8.2 (Repayment from Net
Proceeds), (ii) Debt Proceeds in accordance with Clause 8.3 (Repayment from Debt Proceeds), (iii) Equity Proceeds in
accordance with Clause 8.4 (Repayment from Equity
Proceeds) or (iv) net cash proceeds in accordance with Clause
8.5 (Repayment from Securitisations):


 


(a)                                  to
the extent such proceeds are required to be and are applied pursuant to Clause
12 of the Senior Facilities Agreement; or


 


(b)                                  in
the event that, in order to be so applied, such proceeds need to be upstreamed
or otherwise transferred from one or more members of the Group to the Borrower
to effect such prepayment or repayment, to the extent such upstreaming or
transfer would not be permitted under the Senior Facilities Agreement.


 


8.8                               Trapped Cash


 


If:


 


(a)                                  moneys are required to be applied in
prepayment or repayment of the Outstandings under this Clause 8 (Mandatory Prepayments and Cancellation),
but in order to be so applied such moneys need to be upstreamed or otherwise
transferred from one member of the Group to another member of the Group to
effect such prepayment or repayment; and


 


(b)                                  the Borrower and the relevant members of the
Group determine in good faith that such moneys cannot be so upstreamed or
transferred without breaching a financial assistance prohibition, causing a
director to breach his or her fiduciary duties to a company or without
breaching some other legal prohibition, or such upstreaming or transfer is
otherwise unlawful or would result in material adverse tax consequences for the
Borrower or such relevant members of the Group,


 


then, there will be no
obligation to make such payment or prepayment until such impediment no longer
applies, provided that:


 


(i)                                    during
such period, (to the extent lawful) the monies will be placed in a Blocked
Account (to the extent required pursuant to the Senior Facilities Agreement) or
a Bridge Blocked Account;


 


52

















 


(ii)                                in
the case of any impediment relating to potential material adverse tax
consequences, the Borrower shall procure that the prepayment obligations under
this Clause 8 (Mandatory Prepayments and
Cancellation), shall be complied with by using the proceeds retained
to repay Outstandings owing by the member of the Group which received such
proceeds, provided that such payment itself does not create a potential
material adverse tax consequence; and


 


(iii)                            the
Borrower and the relevant members of the Group will use all reasonable
endeavours to overcome any impediments described in this Clause.


 


9.                                      INTEREST


 


9.1                               Interest
Periods


 


The period for which an Initial
Loan is outstanding shall be divided into successive periods (each an “Interest Period”) each of which (other than
the first) shall start on the last day of the preceding such period.


 


9.2                               Duration


 


The duration
of each Interest Period shall, save as otherwise provided in this Agreement, be
1, 2 or 3 months, or such other period of up to 12 months as all the Lenders
holding Commitments (in the case of the first Interest Period, and thereafter,
Outstandings, under the Facility may agree) in each case, as the Borrower may select
by no later than 2:00 p.m. on the date falling 3 Business Days before the
first day of the relevant Interest Period, provided that:


 


(a)                                  if
the Borrower fails to give such notice of selection in relation to an Interest
Period, the duration of that Interest Period shall, subject to the other
provisions of this Clause 9, be 3 months; and


 


(b)                                  for the first two months following the Merger
Closing Date (or, if earlier, until the Mandated Lead Arrangers notify the
Borrower that syndication of the Facility has been completed), the duration of
each Interest Period shall be 2 weeks.


 


9.3                               Consolidation
of Initial Loans


 


If 2 or more
Interest Periods in respect of any Initial Loans denominated in the same
currency and under the same Facility end at the same time, then on the last day
of those Interest Periods, the Initial Loans to which those Interest Periods
relate shall be consolidated into and treated as a single Initial Loan.


 


9.4                               Division of
Initial Loans


 


Subject to the
requirements of Clause 9.2 (Duration),
the Borrower may, by no later than 2:00 p.m. on the date falling 3
Business Days before the first day of the relevant Interest Period, direct that
any Initial Loan shall, at the beginning of the next Interest Period relating
to it, be divided into (and thereafter, save as otherwise provided in this
Agreement, be treated in all respects as) 2 or more Initial Loans in such
amounts (equal in aggregate to the principal amount of the Initial Loans being
so divided) as shall be specified by the Borrower in such notice, provided that
the Borrower shall not be entitled to make such a direction if:


 


(a)                                  as
a result of so doing, there would be more than 5 Initial Loans outstanding under the
Facility; or


 


53

















 


(b)                                  any
Initial Loan thereby coming into existence would have a principal amount of
less than $50,000,000.


 


9.5                               Payment of
Interest


 


On:


 


(a)                                  the last day of each Interest Period (or if
such day is not a Business Day, on the immediately succeeding Business Day in
the then current week (if there is one) or the preceding Business Day (if there
is not));


 


(b)                                  the Initial Maturity Date (and, if later, the
Extension Date);


 


(c)                                  the date of any repayment of the Initial
Loans (in respect of the amount repaid); and


 


(d)                                  the date of maturity of the Initial Loans
(whether by acceleration or otherwise),


 


the Borrower shall pay
accrued interest on the Initial Loans.


 


9.6                               Interest
Rate


 


(a)                                  The rate of interest applicable to an Initial
Loan at any time during an Interest Period relating to it shall be the rate per
annum which is the sum of the Applicable Margin, the Associated Costs Rate for
such Initial Loan at such time (if applicable) and LIBOR for such Interest
Period.


 


(b)                                  Notwithstanding Clause 9.6(a), (i) the
rate of interest applicable to the Initial Loans shall not exceed 11.50% per
annum and (ii) in no event shall the rate of interest applicable to the
Initial Loans exceed the highest rate permitted under applicable law.


 


9.7                               Notification


 


The Facility Agent shall
promptly notify the Borrower and the Lenders of each determination of LIBOR,
and the Associated Costs Rate, and any change to the proposed length of an
Interest Period or any interest rate occasioned by the operation of Clause 10 (Market Disruptions and Alternative Interest Rates).


 


10.                               MARKET
DISRUPTION AND ALTERNATIVE INTEREST RATES


 


10.1                        Market
Disruption


 


If, in relation to any
Interest Period:


 


(a)                                  LIBOR is to be determined by reference to the
Reference Banks and, at or about 11.00 a.m. (London time) on the Quotation
Date for such Interest Period, none or only one of the Reference Banks supplies
a rate for the purpose of determining LIBOR for the relevant period; or


 


(b)                                  before the close of business in London on the
Quotation Date for such Interest Period, the Facility Agent has been notified
by a Lender or each of a group of Lenders to whom in aggregate 40% or more of
the aggregate principal amount of the relevant Initial Loans is owed (or, in
the case of undrawn Initial Loans, if made, would be owed) that the cost to it
of obtaining matching deposits for the relevant Initial Loans in the Relevant
Interbank Market would be in excess of LIBOR,


 


54

















 


then the Facility Agent
shall notify the Borrower and the Lenders of such event and, notwithstanding
anything to the contrary in this Agreement, Clause 10.2 (Substitute Interest Rate) shall apply (if
the relevant Initial Loans are already outstanding).


 


10.2                        Substitute
Interest Rate


 


If either paragraph of
Clause 10.1 (Market Disruption)
applies to an Initial Loan, the rate of interest applicable to each Lender’s
portion of such Initial Loan during the relevant Interest Period shall (subject
to any agreement reached pursuant to Clause 10.3 (Alternative Rate)) be the rate per annum which is the sum
of:


 


(i)                                    the Applicable Margin;


 


(ii)                                the rate per annum notified to the Facility
Agent by such Lender before the last day of such Interest Period to be that
which expresses as a percentage rate per annum the cost to such Lender of
funding from whatever sources it may reasonably select its portion of such
Initial Loan during such Interest Period; and


 


(iii)                            the Associated Costs Rate, if any, applicable
to such Lender’s participation in the relevant Initial Loan.


 


10.3                        Alternative
Rate


 


If Clause 10.1 (Market Disruption) applies and the
Facility Agent or the Borrower so requires, the Facility Agent and the Borrower
shall enter into negotiations with a view to agreeing an alternative basis:


 


(a)                                  for determining the rate of interest from
time to time applicable to such Initial Loans; and/or


 


(b)                                  upon which such Initial Loans may be
maintained thereafter,


 


and any such alternative
basis that is agreed shall take effect in accordance with its terms and be
binding on each party to this Agreement, provided that the Facility Agent may not
agree any such alternative basis without the prior consent of each Lender
holding Outstandings denominated in the relevant currency, acting reasonably.


 


11.                               COMMISSIONS
AND FEES


 


11.1                        Fees


 


NTL shall pay (or procure to
be paid) to the Bookrunners the fees specified in the letter (headed “Project
Vanilla – Bridge Fees Letter”) dated on or about the Original Execution Date
from the Bookrunners to NTL and the Company at the times and in the amounts
specified in such letter.


 


11.2                        Agency Fee


 


NTL shall pay (or procure to
be paid) to the Facility Agent and the Security Trustee for their own account
the fees specified in (i) the letter dated on or about the Original
Execution Date from the Facility Agent to NTL and (ii) the letter dated on
or about the date of this Agreement from the Security Trustee to NTL at the
times and in the amounts specified in such letters.


 


55

















 


12.                               TAXES


 


12.1                        Tax Gross-up


 


(a)                                  Each
payment made by an Obligor under a Finance Document shall be made by it without
any Tax Deduction, unless a Tax Deduction is required by Law. Any Tax Deduction
in relation to any payment due in any currency other than Dollars shall be
calculated using the Facility Agent’s Spot Rate of Exchange on the date such
payment is made and the Obligors shall have no liability if any subsequent
credit or refund received by any Lender from any Tax Authority in relation
thereto is in a different amount (when converted to the non-Dollar currency on
any date).


 


(b)                                  As
soon as it becomes aware that an Obligor is or will be required by Law to make
a Tax Deduction (or that there is any change in the rate at which or the basis
on which such Tax Deduction is to be made) the relevant Obligor shall notify
the Facility Agent accordingly. Similarly, a Lender shall notify the Facility
Agent and the Borrower upon becoming so aware in respect of a payment payable
to that Lender.


 


(c)                                  If
a Tax Deduction (other than an Excluded Tax Deduction) is required by Law to be
made by an Obligor, the amount of the payment due shall, unless paragraph (f) below
applies, be increased to an amount so that, after the required Tax Deduction
(other than any Excluded Tax Deduction) is made, the payee receives an amount
equal to the amount it would have received had no Tax Deduction (other than any
Excluded Tax Deduction) been required.


 


(d)                                  If
a Tax Deduction (other than an Excluded Tax Deduction) is required by Law to be
made by the Facility Agent or the Security Trustee (other than by reason of the
Facility Agent or the Security Trustee performing its obligations as such under
this Agreement through an office located outside the United Kingdom) from any
payment to any Finance Party which represents an amount or amounts received
from an Obligor, that Obligor shall, unless paragraph (f) below applies,
pay directly to that Finance Party an amount which, after making the required
Tax Deduction (other than any Excluded Tax Deduction) enables the payee of that
amount to receive an amount equal to the payment which it would have received
if no Tax Deduction(other than any Excluded Tax Deduction) had been required.


 


(e)                                  If
a Tax Deduction is required by Law to be made by the Facility Agent or the
Security Trustee from any payment to any Finance Party under paragraph (d) above,
the Facility Agent or the Security Trustee, as appropriate, shall unless the
relevant Obligor makes such Tax Deduction or payment in accordance with
paragraph (g) below, make that Tax Deduction and any payment required
in connection with that Tax Deduction to the relevant taxing authority within
the time allowed and in the minimum amount required by Law, and within 30 days
of making either a Tax Deduction or any payment in connection with that Tax
Deduction, the Facility Agent or the Security Trustee, as appropriate, making
that Tax Deduction or other payment shall deliver to the Borrower evidence that
the Tax Deduction or other payment has been made or accounted for to the
relevant tax authority.


 


(f)                                    No
Obligor is required to make a Tax Payment to a Lender under paragraphs (c) or
(d) above for a Tax Deduction in respect of tax imposed by the United
Kingdom on a payment of interest in respect of a participation in an Initial
Loan by that Lender to the Borrower where that Lender is not a Qualifying UK
Lender on the date on which the relevant payment of interest is due (otherwise
than as a consequence of a Change in Tax Law) to the extent that payment could
have been made without a Tax Deduction if that Lender had been a Qualifying UK
Lender on that date.


 


56

















 


(g)                                 The
relevant Obligor which is required to make a Tax Deduction shall make that Tax
Deduction and any payment required in connection with that Tax Deduction to the
relevant taxing authority within the time allowed and in the minimum amount
required by Law.


 


(h)                                 Within
30 days of making either a Tax Deduction or any payment required in connection
with that Tax Deduction, the relevant Obligor making that Tax Deduction or
other payment shall deliver to the Facility Agent, for the Finance Party
entitled to the interest to which such Tax Deduction or payment relates,
evidence that the Tax Deduction or other payment has been made or accounted for
to the relevant tax authority.


 


12.2                        Lender Tax
Status


 


(a)                                  Each
Lender represents and warrants to the Facility Agent and to the Borrower:


 


(i)                                    in
the case of an Original Lender, that as at the date of this Agreement, it has
the tax status set out opposite its name in Part 2 of Schedule 1 (Lender Tax Status); or


 


(ii)                                in
the case of any other Lender, that as at the relevant Transfer Date, it is:


 


(A)                               a UK Bank Lender;


 


(B)                               a
UK Non-Bank Lender and falls within paragraph (a) or (b) of the
definition thereof; or


 


(C)                               a UK Treaty Lender,


 


as the same shall be expressly indicated in
the relevant Transfer Deed.


 


(b)                                  Each
Lender expressed to be a “UK Non-Bank Lender” in Part 2 of Schedule 1
(Lender Tax Status) or in the
Transfer Deed pursuant to which it becomes a Lender represents and warrants to:


 


(i)                                    the
Facility Agent and to the Borrower, on the date of this Agreement, or on the
relevant Transfer Date (as the case may be) that it is within paragraph (a) of
the definition of UK Non-Bank Lender on that date (unless, if it is not within
paragraph (a), it is within paragraph (b) of the definition of UK Non-Bank
Lender on that date, and has notified the Facility Agent of the circumstances
by virtue of which it falls within such paragraph (b) and has provided
evidence of the same to the Borrower if and to the extent requested to do so,
by the Facility Agent); and


 


(ii)                                the
Facility Agent and to the Borrower, that unless it notifies the Facility Agent
and the Company to the contrary in writing prior to any such date, its
representation and warranty in paragraph (i) of this Clause 12.2(b) is
true in relation to that Lender’s participation in each Initial Loan, on each
date that the Borrower makes a payment of interest in relation to such Initial
Loan.


 


(c)                                  A
Lender that intends to qualify as a UK Treaty Lender and the relevant Obligor
that makes a payment to which that Lender is entitled shall cooperate in
completing any procedural formalities as may be necessary for the relevant
Obligor to obtain authorisation to make that payment without a Tax Deduction;
provided, however, that nothing in this Clause 12.2(c) shall require a
Lender to disclose any confidential information or information regarding its
business, tax affairs or tax computations (including, without limitation, its
tax returns or its calculations).


 


57

















 


(d)                                  (i)                                    If,
in relation to any interest payment to a Lender on an Initial Loan:


 


(A)                               that
Lender has confirmed to the Borrower and to the Facility Agent before that
interest payment would otherwise fall due that:


 


(1)                                 it
has completed the necessary procedural formalities referred to in paragraph (c)(i) of
this Clause 12.2; and


 


(2)                                 H.M.
Revenue and Customs has not declined to issue the authorisation referred to in
the definition of “UK Treaty Lender” (the “Authorisation”)
to that Lender in relation to the Initial Loan, or if the Inland Revenue has
declined, the Lender is disputing that decision in good faith; and


 


(B)                               the Borrower has not
received the Authorisation,


 


then, such Lender may elect, by not less
than 5 Business Days’ prior confirmation in writing to the Facility Agent, that
such interest payment (the “relevant Interest
Payment”) shall not be due and payable under Clause 9.5 (Payment of Interest) until the date (the “Confirmation Date”) which is 5 Business
Days after the earlier of:


 


(x)                                  the date on which the
Authorisation is received by the Borrower;


 


(y)                                  the
date that Lender confirms to the Borrower and the Facility Agent that it is not
entitled to claim full relief from liability to taxation otherwise imposed by
the United Kingdom (in relation to that Lender’s participation in the Initial
Loans) on interest under a Double Taxation Treaty in relation to the relevant
Interest Payment; and


 


(z)                                  the
earlier of (A) the date which is 6 months after the date on which the
relevant Interest Payment had otherwise been due and payable and (B) the
date of final repayment (whether scheduled, voluntary or mandatory) of
principal in respect of the relevant Interest Payment.


 


(ii)                                For
the avoidance of doubt, in the event that sub-paragraph (i) of this
paragraph (d) applies the Interest Period to which the relevant Interest
Payment relates shall not be extended and the start of the immediately
succeeding Interest Period shall not be delayed.


 


(e)                                  Any
Lender which was a Qualifying UK Lender when it became party to this Agreement
but subsequently ceases to be a Qualifying UK Lender (other than by reason of a
Change in Tax Law in the United Kingdom) shall promptly notify the Borrower of
that event, provided that if there is a Change in Tax Law in the United Kingdom
which, in the reasonable opinion of the Borrower, may result in any Lender
which was a Qualifying UK Lender when it became a party to this Agreement
ceasing to be a Qualifying UK Lender, such Qualifying UK Lender shall
co-operate with the Borrower and provide reasonable evidence requested by the
Borrower in order for the Borrower to determine whether such Lender has ceased
to be a Qualifying UK Lender provided, however, that nothing in this Clause
12.2(e) shall require a Lender to disclose any confidential information or
information regarding its business, tax affairs or tax computations (including
without limitation, its tax returns or its calculations).


 


58

















 


(f)                                    For
the purposes of paragraphs (a) to (e) above, each Lender shall
promptly deliver such documents evidencing its corporate and tax status as the
Facility Agent or the Borrower may reasonably request, provided that in
the event that any Lender fails to comply with the foregoing requirement, the
Borrower shall be permitted:


 


(i)                                    in
respect of any Lender that has become a Lender as part of the syndication
of the Facility by the Bookrunners, to withhold and retain an amount in respect
of the applicable withholding tax estimated in good faith by the Borrower to be
required to be withheld in respect of interest paid to such Lender; or


 


(ii)                                in
respect of any Lender that intends to become a Lender after syndication of the
Facility has been completed, subject to the provisions of paragraph (a) of
Clause 32.3 (Assignments or Transfers by Lenders),
to refuse to grant its consent to such transfer.


 


(g)                                 In
the event that either the Facility Agent or the Borrower has reason to believe
that any representation given by a Lender in accordance with Clause 12.2 (Lender Tax Status) is incorrect or inaccurate, the Facility
Agent or the Borrower (as the case may be) shall promptly inform the
other party and the relevant Lender, and may thereafter request such
documents relating to the corporate and tax status of such Lender as the
Facility Agent or the Borrower may reasonably require for the purposes of
determining whether or not such representation was indeed incorrect.


 


12.3                        Tax Indemnity


 


(a)                                  Subject
to paragraph (b) of this Clause, the Borrower shall (within 5 Business
Days of demand by the Facility Agent) pay (or procure that the relevant Obligor
pays) for the account of a Protected Party an amount equal to any Tax Liability
which that Protected Party reasonably determines has been or will be suffered
by that Protected Party (directly or indirectly) in connection with any Finance
Document.


 


(b)                                  Paragraph
(a) of this Clause shall not apply:


 


(i)                                    with
respect to any Tax Liability of a Protected Party in respect of Tax on Overall
Net Income of that Protected Party; or


 


(ii)                                to
the extent that any Tax Liability has been compensated for by an increased
payment or other payment under paragraphs (c) or (d) of Clause 12.1 (Tax Gross-up) or would have been compensated for by such an
increased payment or other payment, but for the application of paragraph (f) of
Clause 12.1 (Tax Gross-up).


 


(c)                                  A
Protected Party making, or intending to make, a claim pursuant to paragraph (a) of
this Clause 12.3 shall promptly notify the Facility Agent of the event which
will give, or has given, rise to the claim together with supporting evidence,
following which the Facility Agent shall notify the Borrowr and provide such
evidence to it.


 


(d)                                  A
Protected Party shall, on receiving a payment from an Obligor under this Clause
12.3, notify the Facility Agent.


 


(e)                                  In
this Clause 12.3:


 


59

















 


“Tax
Liability” means, in respect of any Protected Party:


 


(i)                                    any
liability or any increase in the liability of that person to make any payment
of or in respect of tax;


 


(ii)                                any
loss of any relief, allowance, deduction or credit in respect of tax which
would otherwise have been available to that person;


 


(iii)                            any
setting off against income, profits or gains or against any tax liability of
any relief, allowance, deduction or credit in respect of tax which would
otherwise have been available to that person; and


 


(iv)                               any
loss or setting off against any tax liability of a right to repayment of tax
which would otherwise have been available to that person.


 


For this purpose, any question of whether or
not any relief, allowance, deduction, credit or right to repayment of tax has
been lost or set off in relation to any person, and if so, the date on which
that loss or set-off took place, shall be conclusively determined by that
person, acting reasonably and in good faith and such determination shall be
binding on the relevant parties to this Agreement.


 


“Tax on
Overall Net Income” means, in relation to a Protected Party, tax
(other than tax deducted or withheld from any payment) imposed on the net
income received or receivable (but not any sum deemed to be received or
receivable) by that Protected Party by the jurisdiction in which the relevant
Finance Party is incorporated or, if different, the jurisdiction (or
jurisdictions) in which the Finance Party is treated as residing for tax
purposes or in which the relevant Finance Party’s Facility Office or head
office is situated.


 


(f)                                    A
Protected Party making or intending to make a claim under paragraph (a) above
shall promptly notify the Facility Agent of the event which will give, or has
given, rise to the claim together with supporting evidence, following which the
Facility Agent shall notify the Borrower and provide such evidence to it.


 


(g)                                 A
Protected Party shall, on receiving a payment from an Obligor under this Clause
12.3, notify the Facility Agent.


 


12.4                        Tax Credit


 


(a)                                  If
an Obligor makes a Tax Payment and the relevant Finance Party determines, in
its sole opinion, that:


 


(i)                                    a
Tax Credit is attributable to that Tax Payment; and


 


(ii)                                that
Finance Party has obtained, utilised and retained that Tax Credit,


 


the Finance Party shall (subject to paragraph
(b) below and to the extent that such Finance Party can do so without
prejudicing the availability and/or the amount of the Tax Credit and the right
of that Finance Party to obtain any other benefit, relief or allowance which may be
available to it) pay to either the Borrower or the relevant Obligor such amount
which that Finance Party determines, in its sole opinion, will leave it (after
that payment) in the same after-tax position as it would have been in had the
Tax Payment not been required to be made by the relevant Obligor.


 


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(b)                                  (i)                                    Each
Finance Party shall have an absolute discretion as to the time at which and the
order and manner in which it realises or utilises any Tax Credits and shall not
be obliged to arrange its business or its tax affairs in any particular way in
order to be eligible for any credit or refund or similar benefit.


 


(ii)                                No
Finance Party shall be obliged to disclose to any other person any information
regarding its business, tax affairs or tax computations (including, without
limitation, its tax returns or its calculations).


 


(iii)                            If
a Finance Party has made a payment to the Parent or an Obligor pursuant to this
Clause 12.4 on account of a Tax Credit and it subsequently transpires that that
Finance Party did not receive that Tax Credit, or received a reduced Tax
Credit, either the Parent or such Obligor, as the case may be, shall, on
demand, pay to that Finance Party the amount which that Finance Party
determines, acting reasonably and in good faith, will put it (after that
payment is received) in the same after-tax position as it would have been in
had no such payment or a reduced payment been made to the Borrower or such
Obligor.


 


(c)                                  No
Finance Party shall be obliged to make any payment under this Clause 12.4 if,
by doing so, it would contravene the terms of any applicable Law or any notice,
direction or requirement of any governmental or regulatory authority (whether
or not having the force of law).


 


13.                               INCREASED
COSTS


 


13.1                        Increased
Costs


 


Subject to Clause 13.3, (Exceptions), the Borrower shall, within 3
Business Days of a demand by the Facility Agent, pay for the account of a
Finance Party the amount of any Increased Cost incurred by that Finance Party
or any of its Affiliates as a result (direct or indirect) of:


 


(a)                                  the introduction or implementation of or any
change in (or any change in the interpretation, administration or application
of) any Law, regulation, practice or concession or any directive, requirement,
request or guideline (whether or not having the force of law but where such
law, regulation, practice, concession, directive, requirement, request or
guideline does not have the force of law, it is one with which banks or
financial institutions subject to the same are generally accustomed to comply)
of any central bank, including the European Central Bank, the Financial
Services Authority or any other fiscal, monetary, regulatory or other authority
after the Original Execution Date;


 


(b)                                  compliance with any Law, regulation,
practice, concession or any such directive, requirement, request or guideline
made after the Original Execution Date; or


 


(c)                                  the implementation of economic or monetary
union by any Member State which is not already a Participating Member State.


 


13.2                        Increased
Costs Claims


 


(a)                                  A Finance Party intending to make a claim
pursuant to Clause 13.1 (Increased Costs)
shall notify the Facility Agent of the event giving rise to the claim,
following which the Facility Agent shall promptly notify the Borrower.


 


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(b)                                  Each Finance Party shall, as soon as
practicable after a demand by the Facility Agent, provide a certificate
confirming the amount of its or if applicable, its Affiliate’s Increased Costs
setting out in reasonable detail its calculations in relation to such Increased
Costs.


 


13.3                        Exceptions


 


Clause 13.1 (Increased Costs) does not apply to the
extent any Increased Cost which is:


 


(a)                                  attributable to a Tax Deduction required by
Law to be made by an Obligor;


 


(b)                                  compensated for by Clause 12.3 (Tax Indemnity) (or would have been
compensated for by Clause 12.3 but was not so compensated solely because
paragraph (b) of Clause 12.3 applied);


 


(c)                                  compensated for by the payment of the
Associated Costs Rate;


 


(d)                                  attributable to the gross negligence of, or
wilful breach by, the relevant Finance Party or if applicable, any of its
Affiliates of any law, regulation, practice, concession, directive,
requirement, request or guideline, to which the imposition of such Increased
Cost relates;


 


(e)                                  attributable to a delay of more than 30 days
in the relevant Finance Party notifying the Facility Agent of any claim
pursuant to paragraph (a) of Clause 13.2 (Increased
Costs Claims) after such Finance Party has become aware that it had
suffered the relevant Increased Cost; or


 


(f)                                    attributable to the implementation of or
compliance with the “International Convergence of Capital Measurement and
Capital Standards, a Revised Framework” published by the Basel Committee on
Banking Supervision in June 2004 in the form existing on the Original
Execution Date (“Basel
II”) or any other law or
regulation which implements Basel II (whether such implementation, application
or compliance is by a government, regulator, Finance Party or any of its
Affiliates).


 


14.                               ILLEGALITY


 


If it becomes unlawful in
any relevant jurisdiction for a Lender to perform any of its obligations
as contemplated by this Agreement or to fund or maintain its participation in
any Initial Loan:


 


(a)                                  that Lender shall promptly notify the
Facility Agent upon becoming aware of that event;


 


(b)                                  upon the Facility Agent notifying the
Borrower, the Available Commitments of that Lender will immediately be
cancelled and its Commitment reduced to zero and such Lender shall not
thereafter be obliged to participate in any Initial Loan; and


 


(c)                                  if so required by the Facility Agent on
behalf of the relevant Lender, the Borrower shall repay or procure the
repayment of that Lender’s participation in the Initial Loans on the last day
of the current Interest Period for the relevant Initial Loans occurring after
the Facility Agent has notified the Borrower or, if earlier, the date specified
by the Lender in the notice delivered to the Facility Agent (being no earlier
than the last day of any applicable grace period permitted by Law), together
with accrued interest and all other amounts owing to that Lender under the
Finance Documents.


 


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15.                               MITIGATION


 


15.1                        Mitigation


 


(a)                                  Each Finance Party shall in consultation with
the Borrower, take all reasonable steps to mitigate any circumstances which
arise and which would result in any amount becoming payable under, or pursuant
to, or cancelled pursuant to, any of Clause 12 (Taxes),
Clause 13 (Increased Costs) or
Clause 14 (Illegality) including
(but not limited to) transferring its rights and obligations under the Finance
Documents to another Affiliate or Facility Office or financial institution
acceptable to the Borrower which is willing to participate in any Facility in
which such Lender has participated.


 


(b)                                  Paragraph (a) of this Clause does not in
any way limit the obligations of any Obligor under the Finance Documents.


 


15.2                        Limitation
of Liability


 


(a)                                  With effect from the Merger Closing Date, the
Borrower agrees to indemnify each Finance Party for all costs and expenses
reasonably incurred by that Finance Party as a result of steps taken by it
under Clause 15.1 (Mitigation).


 


(b)                                  A Finance Party is not obliged to take any
steps under Clause 15.1 (Mitigation) if,
in the opinion of that Finance Party (acting reasonably), to do so might in any
way be prejudicial to it.


 


16.                               REPRESENTATIONS
AND WARRANTIES


 


16.1                        Time for
making Representations and Warranties


 


(a)                                  Each Obligor, in relation to itself and, to
the extent expressed to be applicable to them, its Subsidiaries, makes each of
the following representations and warranties to each Finance Party on the date
of this Agreement (other than in the case of the representations given under
Clause 16.16 (Accuracy of Information), which
shall be given as of the applicable dates specified in that Clause) and, in the
case of each Repeating Representation, as provided in Clause 16.36 (Repetition).


 


(b)                                  The Ultimate Parent in relation to itself
makes each of the representations and warranties set out in Clauses 16.2 (Due Organisation), 16.5 (No Immunity),
16.6 (Governing Law and Judgments), 16.7 (All Actions Taken), 16.8 (No Filing or
Stamp Taxes), 16.9 (Binding Obligations),
16.10 (No Winding-up), 16.13 (Original Financial Statements) (as to the Original Financial
Statements provided by it), 16.14 (No Material Adverse Change),
16.15 (No Undisclosed Liabilities), 16.18 (Execution of Finance Documents), paragraph (d) of
Clause 16.19 (Structure), 16.21 (Necessary Authorisations), 16.27 (Investment Company Act), 16.28 (Margin Stock), 16.31 (Merger
Documents), 16.34 (US Patriot Act)
and 16.35 (Compliance with ERISA) to each Finance
Party on the date of this Agreement.


 


(c)                                  Any Holding Company of the Ultimate Parent
who accedes to this Agreement pursuant to Clause 21.2 (Acceding Holding Company) makes each of
the Repeating Representations with respect to itself on the date on which it
accedes to this Agreement and as provided in Clause 16.36 (Repetition).
Any Guarantor who accedes to this Agreement pursuant to Clause 21.1 (Acceding Guarantors) makes each of the Repeating
Representations with respect to itself on the date on which it accedes to this
Agreement as provided in Clause 16.36 (Repetition).


 


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16.2                        Due
Organisation


 


It is a company duly
organised or a partnership duly formed, in either case, validly existing under
the laws of its jurisdiction of incorporation or establishment with power to
enter into those of the Finance Documents to which it is party and to exercise
its rights and perform its obligations thereunder and all corporate and
(subject to paragraphs (d) and (e) of the definition of Reservations)
other action required to authorise its execution of those of the Finance
Documents to which it is party and its performance of its obligations have been
duly taken.


 


16.3                        No Deduction


 


Under the laws of its
Relevant Tax Jurisdiction in force at the date of this Agreement, it will not
be required to make any deduction for or withholding on account of tax from any
payment it may make under any of the Finance Documents to any Lender which
is a Qualifying UK Lender.


 


16.4                        Claims Pari
Passu


 


Subject to the Reservations,
under the laws of its jurisdiction of incorporation or establishment, and, if
different, England, in force at the Original Execution Date, the claims of the
Finance Parties against it under the Finance Documents to which it is party
rank and will rank at least pari passu
with the claims of all its unsecured and unsubordinated creditors save those
whose claims are preferred by any bankruptcy, insolvency, liquidation or
similar laws of general application.


 


16.5                        No Immunity


 


In any legal proceedings
taken in its jurisdiction of incorporation or establishment and, if different,
England in relation to any of the Finance Documents to which it is party it
will not be entitled to claim for itself or any of its assets immunity from
suit, execution, attachment or other legal process.


 


16.6                        Governing
Law and Judgments


 


Subject to the Reservations,
in any legal proceedings taken in its jurisdiction of incorporation or
establishment in relation to any of the Finance Documents to which it is party,
the choice of law expressed in such documents to be the governing law of it and
any judgment obtained in such jurisdiction will be recognised and enforced.


 


16.7                        All Actions
Taken


 


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


 


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


 


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


 


(c)                                  subject to the Reservations, to make the
Finance Documents to which it is party admissible in evidence in its
jurisdiction of incorporation or establishment and, if different, the United
Kingdom,


 


have been done, fulfilled and
performed.


 


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16.8                        No Filing or
Stamp Taxes


 


Under the laws of its
Relevant Tax Jurisdiction and, if different, the United Kingdom, in force at
the date of this Agreement, it is not necessary that any of the Finance
Documents to which it is party be filed, recorded or enrolled with any court or
other authority in such jurisdiction or that any stamp, registration or similar
tax be paid on or in relation to any of them other than those filings which are
necessary to perfect the Security and save as stated in the Reservations.


 


16.9                        Binding
Obligations


 


Subject to the Reservations,
the obligations expressed to be assumed by it in the Finance Documents to which
it is party, are legal, valid and binding and enforceable against it in
accordance with the terms thereof and no limit on its powers will be exceeded
as a result of the borrowings, grant of security or giving of guarantees
contemplated by such Finance Documents or the performance by it of any of its
obligations thereunder.


 


16.10                 No
Winding-up


 


(a)                                  None of the Ultimate Parent, the Parent, the
Company, any other member of the Bridge Group or any other Senior Facilities
Obligor that is a Material Subsidiary is taking any corporate action nor are
any other steps being taken (including the commencement of any legal
proceedings) against the Ultimate Parent, the Parent, the Company, any other
member of the Bridge Group (that would be a Material Subsidiary if in Bank
Group) or any other Senior Facilities Obligor that is a Material Subsidiary,
for its winding-up, dissolution or administration or for the appointment of a
receiver, administrator, administrative receiver, conservator, custodian,
trustee or similar officer of it or of any or all of its assets or revenues
save as permitted under paragraphs (c), (d) or (e) of Clause 20.8 (Mergers), Clause 20.19 (Solvent Liquidation) or as otherwise disclosed to the
Facility Agent prior to the Original Execution Date.


 


(b)                                  Each US Obligor is Solvent.


 


16.11                 No Event of
Default


 


No Event of Default is
continuing or might reasonably be expected to result from the making of any
Initial Loan.


 


16.12                 No Material
Proceedings


 


No litigation, arbitration
or administrative proceeding of or before any court, arbitral body, or agency in
which there is a reasonable possibility of an adverse decision which could
reasonably be expected to have a Material Adverse Effect has been started or,
to the best of its knowledge, is threatened in writing or, is pending against
it, any other member of the Bridge Group or any member of the Bank Group other
than litigation, arbitration or administrative proceedings commenced prior to
the Original Execution Date, details of which have been disclosed to the
Lenders prior to the Original Execution Date.


 


16.13                 Original
Financial Statements


 


The Original Financial
Statements were prepared in accordance with GAAP which has been consistently
applied (unless and to the extent expressly disclosed to the Facility Agent in
writing to the contrary before the Original Execution Date) and fairly present
in all material respects the consolidated financial position of the group of
companies to which they relate at the date as of which they were prepared
and/or (as


 


65

















 


appropriate) the results of
operations and changes in financial position during the period for which they
were prepared.


 


16.14                 No Material
Adverse Change


 


Since publication of the
Original Financial Statements, no event or series of events has occurred,
in each case which has had or could reasonably be expected to have a Material
Adverse Effect.


 


16.15                 No
Undisclosed Liabilities


 


As at 31 December 2005,
neither the Ultimate Parent nor any of its Subsidiaries had any material
liabilities (contingent or otherwise) which were not disclosed in the Original
Financial Statements (or by the notes thereto) or reserved against therein and
the Group had no material unrealised or anticipated losses arising from
commitments entered into by it which were not so disclosed or reserved against,
in each case, to the extent required to be disclosed by GAAP.


 


16.16                 Accuracy of
Information


 


In the case of NTL only:


 


(a)                                  to the best of its knowledge and belief
having made all reasonable and proper enquiries, all statements of fact relating
to the business, assets, financial condition and operations of the Group
contained in:


 


(i)                                    the
Initial Information Memorandum are true, complete and accurate in all material
respects as at the Original Execution Date; and


 


(ii)                                any
Subsequent Information Memorandum are true, complete and accurate in all
material respects as of the date it is issued;


 


(b)                                  the opinions and views expressed in the
Information Memoranda and the Agreed Business Plan represent the honestly held
opinions and views of NTL and were arrived at after careful consideration and
were based on reasonable grounds as at the dates on which they were prepared;


 


(c)                                  all financial projections and forecasts made
by any member of the Bridge Group or the Bank Group in the Information Memoranda
and the Agreed Business Plan have been prepared in good faith and are based
upon reasonable assumptions (it being understood that such financial
projections are subject to significant uncertainties, many of which are beyond
the control of NTL and that no assurance can be given that such projections
will be realised); and


 


(d)                                  (other than in respect of the financial
projections and forecasts referred to in paragraph (c) above), the
Information Memoranda did not omit to disclose or take into account any matter
known to NTL after due and careful enquiry where failure to disclose or take
into account such matter would result in:


 


(i)                                    the
Initial Information Memorandum being misleading in any material respect as at
the Original Execution Date; and


 


(ii)                                any
Subsequent Information Memorandum being misleading in any material respect as
at the date it is issued.


 


66

















 


16.17                 Indebtedness
and Encumbrances


 


(a)                                  Save as permitted under this Agreement, none
of it, any other member of the Bridge Group or any member of the Bank Group has
incurred any Financial Indebtedness which is outstanding.


 


(b)                                  Save as permitted under this Agreement, no
Encumbrance exists over all or any of the present or future revenues or assets
of any member of the Bridge Group or any member of the Bank Group.


 


(c)                                  In relation to the Bridge Group and the
Parent only, save as provided in the Security Documents (or, with respect to
the Parent, in the Senior Facilities Security Documents) no Encumbrance exists
over any of its rights, title or interest in the shares of the Company, the
shares of any member of the Bridge Group or the Parent Intercompany Debt owed
to the Parent by the Company.


 


16.18                 Execution of
Finance Documents


 


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


 


(a)                                  conflict with any agreement, mortgage, bond
or other instrument or treaty to which it is a party or which is binding upon
it or any of its assets (save as contemplated by paragraphs (d) and (e) of
the definition of Reservations) in a manner that could reasonably be expected
to have a Material Adverse Effect;


 


(b)                                  conflict with any matter contained in its
constitutional documents; or


 


(c)                                  conflict with any applicable law.


 


16.19                 Structure


 


(a)                                  The Group Structure Chart is a complete and
accurate representation of the structure of the NTL Group and the Telewest
Group, in each case, in all material respects prior to the Merger Closing Date.


 


(b)                                  The Company is a wholly owned Subsidiary of
the Parent.


 


(c)                                  The Parent does not carry on any business or
conduct any activities (other than in respect of the Existing High Yield
Offering, and any on lending of the proceeds thereof).


 


(d)                                  Upon consummation of the Merger, NTL shall be
a direct wholly-owned subsidiary of the Ultimate Parent.


 


(e)                                  Each member of the Bridge Group is a wholly
owned subsidiary of the Ultimate Parent.


 


16.20                 Environmental
Matters


 


(a)                                  It has to the best of its knowledge and
belief:


 


(i)                                    complied with all Environmental Laws to which
it is subject;


 


(ii)                                obtained all Environmental Licences required
in connection with its business; and


 


67

















 


(iii)                            complied with the terms of all such
Environmental Licences,


 


in each case where failure
to do so could reasonably be expected to have a Material Adverse Effect.


 


(b)                                  To the best of its knowledge and belief,
there is no Environmental Claim pending or threatened against it, which could
reasonably be expected to have a Material Adverse Effect.


 


(c)                                  No:


 


(i)                                    property currently or previously owned,
leased, occupied or controlled by it is contaminated with any Hazardous
Substance; and


 


(ii)                                discharge, release, leaking, migration or escape
of any Hazardous Substance into the Environment has occurred or is occurring
on, under or from that property,


 


in each case in
circumstances where the same could reasonably be expected to have a Material
Adverse Effect.


 


16.21                 Necessary
Authorisations


 


(a)                                  The Necessary Authorisations required by it
are in full force and effect;


 


(b)                                  It is in compliance with the material
provisions of each Necessary Authorisation relating to it; and


 


(c)                                  To the best of its knowledge, none of the
Necessary Authorisations relating to it are the subject of any pending or
threatened proceedings or revocation;


 


in each case, except where
any failure to maintain such Necessary Authorisations in full force and effect,
any non-compliance or any proceedings or revocation could not reasonably be
expected to have a Material Adverse Effect and subject to the Reservations.


 


16.22                 Intellectual
Property


 


The Intellectual Property
Rights owned by or licensed to it are all the material Intellectual Property
Rights required by it in order to carry out, maintain and operate its business,
properties and assets, and so far as it is aware, it does not infringe, in any
way any Intellectual Property Rights of any third party save, in each case,
where the failure to own or license the relevant Intellectual Property Rights
or any infringement thereof could not reasonably be expected to have a Material
Adverse Effect.


 


16.23                 Ownership of
Assets


 


Save to the extent disposed
of in a manner permitted by the terms of any of the Finance Documents with effect
from and after the Merger Closing Date, it has good title to or valid leases or
licences of or is otherwise entitled to use all material assets necessary to
conduct its business taken as a whole in a manner consistent with the Agreed
Business Plan except to the extent that the failure to have such title, leases
or licences or to be so entitled could not be reasonably expected to have a
Material Adverse Effect.


 


16.24                 Payment of
Taxes


 


It has no claims or
liabilities which are being, or are reasonably likely to be, asserted against
it with respect to taxes which, if adversely determined, could reasonably be
expected to have a Material Adverse


 


68

















 


Effect save to the extent it
(or any member of the Group) having set aside proper reserves for such claims
or liabilities, can demonstrate that the same are being contested in good faith
on the basis of appropriate professional advice. All reports and returns on
which taxes are required to be shown have been filed within any applicable time
limits and all material taxes required to be paid have been paid within any
applicable time period other than to the extent that a failure to do so could
not be reasonably likely to have a Material Adverse Effect.


 


16.25                 Pension
Plans


 


(a)                                  Each UK defined benefit pension plan operated
by it generally for the benefit of the employees of any member of the Bridge
Group or any member of the Bank Group has been valued by an actuary appointed
by the trustees of such plan in all material respects in accordance with all
laws applicable to it and using actuarial assumptions and recommendations
complying with statutory requirements or approved by the actuary and since the
most recent valuation the relevant employers have paid contributions to the
plan in accordance with the schedule of contributions in force from time
to time in relation to the plan, in the case of each of the foregoing, save to
the extent that any failure to do so could not reasonably be expected to have a
Material Adverse Effect.


 


(b)                                  In relation to the US schemes or
arrangements, it is in compliance in all material respects with all applicable
laws relating to any defined benefit pension plan operated by it or in which it
participates, save to the extent that any failure to comply could not
reasonably be expected to have a Material Adverse Effect.


 


(c)                                  Neither it nor any ERISA Affiliate has, at
any time, maintained or contributed to, and is not obliged to maintain or
contribute to, any Plan that is subject to Title IV or Section 302 of
ERISA and/or Section 412 of the Code or any Multi-employer Plan.


 


16.26                 Security


 


Subject to the Reservations,
it is the legal or beneficial owner of all assets and other property which it
purports to charge, mortgage, pledge, assign or otherwise secure pursuant to
each Security Document and (subject to their registration or filing at
appropriate registries for the purposes of perfecting the Security created
thereunder and the Reservations) those Security Documents to which it is a
party create and give rise to valid and effective Security having the ranking
expressed in those Security Documents.


 


16.27                 Investment
Company Act


 


Neither it nor any of its
Subsidiaries is an “investment company,” or a company “controlled” by an “investment
company,” as such terms are defined in the US Investment Company Act of 1940,
as amended. Neither the making of any Drawing, nor the application of the
proceeds or repayment thereof by any Obligor, nor the consummation of the other
transactions contemplated hereby, will violate any provision of such Act or any
rule, regulation or order of the SEC promulgated thereunder.


 


16.28                 Margin Stock


 


In the case of the Ultimate
Parent and the Borrower only, no Initial Loan (or the proceeds thereof) will be
used to purchase or carry any Margin Stock or to extend credit for the purpose
of purchasing or carrying any Margin Stock. Neither the making of any Initial
Loan nor the use of the proceeds thereof nor the occurrence of any other
Utilisation will violate or be inconsistent with the provisions of Regulation
T, Regulation U or Regulation X.


 


69






 













 


16.29      Insurance


 


Each member of the Bank
Group is adequately insured for the purposes of its business with reputable
underwriters or insurance companies against such risks and to such extent as is
necessary or usual for prudent companies carrying on such a business (other
than insurance in respect of the underground portion of the cable network and
various pavement-based electronics associated with the cable network as
disclosed in the Group’s public disclosure documents) and except to the extent
that the failure to so insure could not reasonably be expected to have a
Material Adverse Effect.


 


16.30      Centre of Main Interests


 


Its Centre of Main Interests
is the place in which its registered office is situated or, if different,
another place in the country in which its registered office is situated, or
England.


 


16.31      Merger Documents


 


The Merger Documents contain
all the material terms and conditions of the Merger and are in full force and
effect and there have been no amendments, variations or waivers to the Merger
Documents (in whole or in part) other than amendments thereto or waivers
thereunder (excluding any waiver of or as contemplated by Section 9.02(a) of
the Merger Agreement) which are not material and adverse to the financing under
this Agreement or the Senior Facilities Agreement.


 


16.32      Broadcasting Act 1990


 


Neither it nor any member of
any Joint Venture Group is a “disqualified person” for the purposes of schedule 2
to the Broadcasting Act 1990 (as amended from time to time).


 


16.33      Telecommunications, Cable and
Broadcasting Laws


 


(a)           To
the best of its knowledge and belief, it and each member of each Joint Venture
Group is in compliance in all material respects with all Telecommunications,
Cable and Broadcasting Laws (but excluding, for these purposes only, breaches
of Telecommunications, Cable and Broadcasting Laws which have been expressly
waived by the relevant regulatory authority), in each case, where failure to do
so could reasonably be expected to have a Material Adverse Effect.


 


(b)           To
the best of its knowledge and belief, it and each member of each Joint Venture
Group is in compliance in all material respects with any conditions set by the
Director General of Telecommunications or by OFCOM under section 45 of the
Communications Act 2003 as are applicable to it or such member of the Joint
Venture Group (as the case may be), in each case, where failure to do so could
reasonably be expected to have a Material Adverse Effect.


 


16.34      US Patriot Act


 


(a)           It
has no reason to believe that it or any of its Affiliates:


 


(i)            is
a Restricted Party or controlled by a Restricted Party or has received funds or
property from a Restricted Party; or


 


(ii)           has
violated any Anti-Terrorism Law or is the subject of any action or
investigation (including any relating to asset seizure, forfeiture or
confiscation) under any Anti-Terrorism Law.


 


70

















 


(b)           It
and its Affiliates have taken reasonable measures to ensure compliance with the
Anti-Terrorism Laws.


 


16.35      Compliance with ERISA


 


(a)           Each
Plan (and each related trust, insurance contract or fund) is in compliance with
its terms and with all applicable laws, including without limitation ERISA and
the Code, save where the failure to be so compliant could not reasonably be
expected to result in a Material Adverse Effect.


 


(b)           Each
Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of
the Code has received a determination letter from the Internal Revenue Service
to the effect that it meets the requirements of Sections 401(a) and 501(a) of
the Code.


 


(c)           Neither
it nor any member of the Group nor any ERISA Affiliate has ever maintained or
contributed to (or had any obligation to contribute to) any Multiemployer Plan
or Plan that is subject to Title IV or Section 302 of ERISA and/or Section 412
of the Code.


 


(d)           All
contributions required to be made with respect to a Plan have been made within
the time limit therefor, save where the failure to do so would not result in a
material liability.


 


(e)           Neither
it nor any other member of the Group nor any ERISA Affiliate has incurred any
material liability (including any indirect, contingent or secondary liability)
to or on account of a Plan pursuant to sections 409, 502(i) or 502(l) of
ERISA or section 4975 of the Code or expects to incur any such material
liability under any of the foregoing sections with respect to any Plan, in each
case, that could reasonably be expected to result in a Material Adverse Effect.


 


(f)            To
the knowledge of NTL, no condition exists which presents a material risk to it
or any other member of the Group or any ERISA Affiliate of incurring a
liability to or on account of a Plan pursuant to the provisions of ERISA and
the Code enumerated in paragraph (e) of this Clause 16.35, that could
reasonably be expected to result in a Material Adverse Effect.


 


(g)           No
action, suit, proceeding, hearing, audit or investigation with respect to the
administration, operation or the investment of assets of any Plan (other than
routine claims for benefits) that could reasonably be expected to result in a
Material Adverse Effect, is pending or, to the knowledge of NTL, expected or
threatened.


 


(h)           Each
group health plan (as defined in section 607(1) of ERISA or section 4980B(g)(2) of
the Code) which covers or has covered employees or former employees of any
member of the Group or any ERISA Affiliate has at all times been operated in
compliance with the provisions of Part 6 of subtitle B of Title I of ERISA
and section 4980B of the Code, save where the failure to do so could not
reasonably be expected to result in a Material Adverse Effect.


 


(i)            It
and each other member of the Group do not maintain or contribute to any
employee welfare benefit plan (as defined in Section 3(1) of ERISA)
which provides benefits to retired employees or other former employees (other
than as required by Section 601 of ERISA) or any Plan the obligations with
respect to which could reasonably be expected to have a Material Adverse
Effect.


 


(j)            Each
Foreign Pension Plan has been maintained in substantial compliance with its
terms and with the requirements of any and all applicable laws, statutes,
rules, regulations and orders and has been maintained, where required, in good
standing with applicable regulatory authorities, in the 


 


71

















 


case of each of the foregoing, save where the failure to do so could
not reasonably be expected to result in a Material Adverse Effect.


 


(k)           All
contributions required to be made with respect to a Foreign Pension Plan
maintained by it have been made within the time limit therefor, save where the
failure to do so could not reasonably be expected to result in a Material
Adverse Effect.


 


16.36      Repetition


 


Each Repeating
Representation is deemed to be made by the party identified as making such
Repeating Representation above in relation to itself, or in the case of the
Ultimate Parent and the Borrower, in relation to itself and each Obligor, the
Bridge Group as a whole or the Bank Group as a whole (as applicable), by
reference to the facts and circumstances then existing, on the Utilisation Date
and on the first day of each Interest Period.


 


17.          FINANCIAL
INFORMATION


 


17.1        Financial
Statements


 


(a)           Group Financial Information: The Ultimate Parent shall provide (or
procure that the Company provides) to the Facility Agent, in sufficient copies
for all the Lenders, the following financial information relating to the Group:


 


(i)            as
soon as the same become available, but in any event within 120 days after
the end of each of the Ultimate Parent’s financial years, the consolidated
financial statements for such financial year in respect of the Group, audited
by a firm of auditors meeting the requirements of Clause 19.17 (Change in Auditors), and accompanied by
the related auditor’s report; and


 


(ii)           as
soon as they become available but in any event within 45 days after the end of
each Financial Quarter, the unaudited consolidated quarterly financial
statements of the Group commencing with the first complete Financial Quarter
arising after the Merger Closing Date (other than, for so long as the Ultimate
Parent remains a reporting company under the rules of the SEC, the last
Financial Quarter in each of the Ultimate Parent’s financial years) together
with, commencing with the Financial Quarter ended 30 June 2006, a
commentary consistent with disclosure in the nature of a “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”, in
relation to the financial condition and results of operations of the Group.


 


In relation to the financial
information of the Group only, the above requirements may be satisfied by the
provision, within the specified time periods, of copies of reports for the
Group already filed with the SEC for the relevant period (it being acknowledged
that the SEC does not as at the date hereof require the filing of quarterly
financial statements for the fourth Financial Quarter of any financial year).


 


(b)           Company and Bank Group Financial Information: Subject to Clause 17.2 (Provisions relating to the Bank Group Financial
Information), the Ultimate Parent shall provide (or procure that the
Company provides) to the Facility Agent, in sufficient copies for all the
Lenders, the following financial information relating to the Company or the
Bank Group, as the case may be:


 


72

















 


(i)            as
soon as they become available but in any event within 120 days after the end of
each of the Company’s financial years, the audited consolidated financial
statements for such financial year for the Company;


 


(ii)           as
soon as they become available but in any event within 120 days after the end of
each of the Company’s financial years, the unaudited pro forma balance sheet,
statement of cash flows and statement of operations for such financial year in
respect of the Bank Group substantially in the form set out in Schedule 11
(Pro Forma Bank Group Financial Statements)
or with such amendments as may be necessary to reflect changes made to the
Group’s public financial information as agreed by the Facility Agent (acting
reasonably), together with a commentary from the management in relation to the
key drivers for the financial performance of the Bank Group for such financial
year; and


 


(iii)         as
soon as they become available but in any event within 50 days (90 days for the
Financial Quarter ended 31 March 2006) after the end of each of the first
three Financial Quarters of each financial year (and within 120 days after the
end of the last Financial Quarter), the unaudited pro forma balance sheet,
statement of cash flows and statement of operations for such Financial Quarter
in respect of the Bank Group substantially in the form set out in Schedule 11
(Pro Forma Bank Group Financial Statements)
or with such amendments as may be necessary to reflect changes made to the
Group’s public financial information as agreed by the Facility Agent (acting
reasonably).


 


(c)           Borrower Financial Information:  The Borrower shall provide, to the extent such information is required
by any Lender to enable it to comply with any law, regulation or other
requirement of any central bank or other fiscal, monetary or other authority,
promptly following request by such Lender, the Borrower’s most recent annual
audited financial statements to the extent the same are in final form.


 


17.2        Provisions
relating to Bank Group Financial Information


 


(a)           The
financial information of the Bank Group delivered pursuant to paragraphs (b)(ii) and
(b)(iii) of Clause 17.1 (Financial
Statements) shall be prepared in good faith using the same
methodologies applied in preparing the audited consolidated financial
statements of the Ultimate Parent delivered to the Facility Agent pursuant to
sub-paragraph (a)(i) of Clause 17.1 (Financial
Statements).


 


(b)           To
the extent possible, all financial data used in preparing the financial
information of the Bank Group will be derived from:


 


(i)            in
the case of financial information in respect of a full financial year of the
Bank Group, the balance sheet, statement of cash flows, statement of operations
and notes to the audited consolidated financial statements of the Ultimate
Parent in respect of that financial year, including without limitation, revenue
(broken down by “Business”, “Consumer” and “Content”); and


 


(ii)           in
respect of financial information in respect of any Financial Quarter of any
financial year of the Bank Group, from the balance sheet, statement of cash
flows, statement of operations and notes to the unaudited consolidated
quarterly financial statements of the Ultimate Parent for the corresponding
Financial Quarter, including, without limitation, revenue (broken down by “Business
Consumer” and “Content”),


 


73

















 


provided that in the event
that it shall not be possible to apply the financial data used in the financial
statements or management accounts of the Ultimate Parent, as the case may be,
such financial information will be determined in good faith based on allocation
methodologies approved by the Board of Directors of the Company.


 


(c)           For
any period prior to 31 March 2007, Bank Group Consolidated Revenue shall
represent the combination of revenue of the Ultimate Parent and NTL (without
duplication) and following the
consummation of the Baseball Acquisition, for any period ending on a date prior
to the first anniversary of the Baseball Effective Date, Bank Consolidated
Revenue shall represent the combination of the Ultimate Parent, NTL and
Baseball (without duplication), in each case, for the relevant period.


 


(d)           Financial
statements for the Bank Group shall reflect, for any period prior to 31 March 2007
and/or the Baseball Effective Date, the combination of the historical
statements of the Ultimate Parent and NTL and Baseball (as the case may be)
(without duplication) giving effect to the Merger and/or the Baseball
Acquisition (as the case may be) as if the Merger and/or the Baseball
Acquisition (as the case may be) had occurred as of the beginning of the
relevant period and reflecting such adjustments to give effect to the Merger
and/or the Baseball Acquisition (as the case may be) including elimination of
balance sheet and other adjustments of the Merger and/or the Baseball
Acquisition (as the case may be).  Such
combination of historical statements will be carried out by the Company in good
faith and having regard to publicly available financial information of the NTL
Group, Telewest Group and/or the Baseball Group prior to the Merger or the
Baseball Acquisition (as the case may be).


 


17.3        Budget


 


In respect of each financial
year, as soon as the same becomes available and in any event by no later than
30 days after the beginning of each financial year of the Bank Group (other
than in respect of the financial year ended 31 December 2006), the
Ultimate Parent shall deliver (or procure that the Company delivers) to the
Facility Agent, in sufficient copies for the Lenders, the annual operating
budget, which as regards paragraphs (b) and (c) below shall be in the
format set out in Schedule 12 (Pro
Forma Budget Information) or with such amendments as may be
necessary to reflect changes made to the Group’s public financial information
as agreed by the Facility Agent (acting reasonably) and prepared by reference
to each Financial Quarter in respect of such financial year of the Bank
Group.  The annual operating budget shall
be prepared in a form consistent with past practice of the Company and shall
include:


 


(a)           forecasts
of any projected material Disposals (including timing and anticipated Net
Proceeds thereof) on a consolidated basis for the Bank Group;


 


(b)           projected
annual statements of operations (including projected revenue and operating
costs) on a consolidated basis for the Bank Group in the format set out in Schedule 12
(Pro Forma Budget Information) or
with such amendments as may be necessary to reflect changes made to the Group’s
public financial information as agreed by the Facility Agent (acting
reasonably);


 


(c)           projected
estimated pro forma balance sheets and estimated pro forma statements of cash
flows on a consolidated basis for the Bank Group in the format set out in Schedule 12
(Pro Forma Budget Information) or
with such amendments as may be necessary to reflect changes made to the Group’s
public financial information as agreed by the Facility Agent (acting reasonably);


 


(d)           projected
capital expenditure to be included for each Financial Quarter of such financial
year on a consolidated basis for the Bank Group;


 


74

















 


(e)           projected
ratios in respect of each of the financial covenants set out in Clause 18.2 (Ratios) for each Financial Quarter in such
financial year; and


 


(f)            a
commentary from the management in relation to the key drivers for the Bank
Group for such financial year.


 


The Company shall provide
the Facility Agent with any details of material changes in the projections set
out in any Budget delivered under this Clause 17.3 as soon as reasonably
practicable after it becomes aware of any such change.


 


17.4        Other
Information


 


The Ultimate Parent shall
and shall procure that the Company and each of the Obligors shall from time to
time on the request of the Facility Agent:


 


(a)           provide
the Facility Agent with such information about the business and financial
condition of the Bank Group or the Bridge Group, or any member of the Bank
Group or the Bridge Group, (including such member’s business) as the Facility
Agent may reasonably require, provided that the Ultimate Parent shall not be
under any obligation to provide, or procure the providing of, any information
the supply of which would be contrary to any confidentiality obligation binding
on any member of the Bank Group or the Bridge Group, or where the supply of
such information could prejudice the retention of legal privilege in such
information and provided further that no Obligor shall (and the Ultimate Parent
shall procure that no member of the Bank Group or the Bridge Group, shall) be
able to deny the Facility Agent any such information by reason of it having
entered into a confidentiality undertaking which would prevent it from
disclosing, or be able to claim any legal privilege in respect of, any
financial information relating to itself or the Group; and


 


(b)           provide
all then existing information about the business and financial condition of the
Bank Group or the Bridge Group, or any member of the Bank Group or Bridge
Group, (including such member’s business) as Standard & Poor’s or
Moody’s may reasonably require and extend all reasonable co-operation for the
purpose of determining or assessing the credit ratings (if any) assigned to the
Senior Facilities, the Facility, the Existing High Yield Notes, any High Yield
Refinancing or the New High Yield Notes, and the Ultimate Parent shall use all
reasonable efforts to meet with representatives of Standard & Poor’s and
Moody’s no less frequently than once in each calendar year.


 


17.5        Compliance
Certificates


 


The Ultimate Parent shall
ensure that each set of financial information delivered by it pursuant to
sub-paragraphs (a), (b)(ii) and (b)(iii) of Clause 17.1 (Financial Statements) is accompanied by a
Compliance Certificate signed by two authorised signatories of the Ultimate
Parent (at least one of whom shall be a Financial Officer) which:


 


(a)           where
the relevant financial statements being delivered relate to a period ending on
a Quarter Date in respect of which the financial covenants are required to be
tested in accordance with paragraphs (d) and (e) of Clause 18.2 (Ratios):


 


(i)            confirms
compliance (or detailing any non-compliance) with the relevant financial covenants
set out in Clause 18 (Financial Condition)
and showing figures representing the actual financial ratios then in effect;


 


75

















 


(ii)           attaches
a working paper (the “Attached
Working Paper”) setting out
the calculations showing compliance with the financial covenants set out in
Clause 18 (Financial Condition) and the information
from which such calculations are derived (including the calculations for the
components of such covenants defined in Clause 18.1 (Financial Definitions) on a line by line basis); and


 


(iii)         confirms
that the information contained in the Attached Working Paper has been prepared
on the basis of the same information and methodology used to prepare the
appropriate financial information,


 


(b)           in
relation to a Compliance Certificate delivered with the Bank Group’s annual
financial information only, confirms the Bank Group Consolidated Revenues for
the financial year ended on that Quarter Date; and


 


(c)           in
the case of each Compliance Certificate delivered pursuant to this Clause 17.5,
confirms the absence of any Default.


 


in each case, as at the end
of such financial year or Financial Quarter to which such financial information
relates.


 


17.6        Access


 


If:


 


(a)           an
Event of Default has occurred, but only while such Event of Default is
continuing, (provided that with respect to an Event of Default relating to a
breach of any covenant in Clause 18 (Financial Condition),
such Event of Default shall be deemed to be continuing until such time that the
Ultimate Parent has delivered a Compliance Certificate pursuant to Clause 17.5
(Compliance Certificates)
demonstrating compliance with each of the covenants set out in Clause 18 (Financial Condition)); or


 


(b)           in
the reasonable opinion of an Instructing Group, a breach of any covenant in
Clause 18 (Financial Condition) is reasonably
likely to occur,


 


in each such circumstance,
at the Obligors’ expense (in the case of sub-paragraph (a)) and at the Lenders’
expense (in the case of sub-paragraph (b)), but without causing any undue
interruption to the normal business operations of any member of the Bank Group:


 


(i)            the
Facility Agent shall be entitled to call for an independent audit and
investigation which is reasonable in scope and degree having regard to the nature
of the Event of Default or suspected breach (as the case may be) or the
financial position of the Bank Group; and


 


(ii)           the
Facility Agent, any Finance Party, or representative of the Facility Agent or
such Finance Party (an “Inspecting
Party”) shall be entitled to
have access, together with its accountants or other professional advisers,
during normal business hours, to inspect or observe such part of the Group
Business as is owned or operated by any Senior Facilities Obligor or any member
of the Bank Group, and to have access to books, records, accounts, documents,
computer programmes, data or other information in the possession of or
available to such Senior Facilities Obligor or member of the Bank Group and to
take such copies as may be considered appropriate by such Inspecting Party,
provided that no 


 


76

















 


Obligor shall (and the Ultimate Parent shall not be obliged to procure
that any member of the Bank Group shall) be under any obligation to allow any
person to have access to any books, records, accounts, documents, computer
programmes, data or other information or to take copies thereof where to do so
would breach any confidentiality obligation binding on any member of the Group
or would prejudice the retention of legal privilege to which such Senior
Facilities Obligor or member of the Group is then entitled in respect of such
books, records, accounts, documents, computer programmes, data or other
information and provided further that no Obligor shall (and the Ultimate Parent
shall procure that no member of the Bank Group shall) be able to deny the
Facility Agent any such information by reason of it having entered into a
confidentiality undertaking which would prevent it from disclosing, or be able to
claim any legal privilege in respect of, any financial information relating to
itself or the Group.


 


17.7        Change in
Accounting Practices


 


The Ultimate Parent shall
ensure that each set of financial information delivered to the Facility Agent
pursuant to paragraphs (a) and (b) of Clause 17.1 (Financial Statements) is prepared using
accounting policies, practices and procedures consistent with that applied in
the preparation of NTL’s Original Financial Statements, unless in relation to
any such set of financial information, the Ultimate Parent elects to notify the
Facility Agent that there have been one or more changes in any such accounting
policies, practices or procedures (including, without limitation, any change in
the basis upon which costs are capitalised) and:


 


(a)           in
respect of any change in the basis upon which the information required to be
delivered pursuant to sub-paragraphs (a)(i) or (a)(ii) of Clause 17.1
(Financial Statements) is
prepared, the Ultimate Parent provides:


 


(i)            a
description of the changes and the adjustments which would be required to be
made to that financial information in order to cause them to reflect the
accounting policies, practices or procedures upon which such Original Financial
Statements were prepared; and


 


(ii)           sufficient
information, in such detail and format as may be reasonably required by the
Facility Agent, to enable the Lenders to make an accurate comparison between
the financial positions indicated by that financial information and by such
Original Financial Statements,


 


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


 


(b)           the
Ultimate Parent notifies the Facility Agent that it is not longer practicable
to test compliance with the financial covenants set out in Clause 18 (Financial Condition) against the financial information
required to be delivered pursuant to this Clause 17 or that it wishes to cease
preparing the additional information required by sub-paragraph (a) above,
in which case:


 


(i)            the
Facility Agent and the Ultimate Parent shall enter into negotiations with a
view to agreeing alternative financial covenants to replace those contained in
Clause 18 (Financial Condition) in order to
maintain a consistent basis for such financial covenants (and for approval by
an Instructing Group); and


 


77

















 


(ii)           if
the Facility Agent and the Ultimate Parent agree alternative financial
covenants to replace those contained in Clause 18 (Financial
Condition) which are acceptable to an Instructing Group, such
alternative financial covenants shall be binding on all parties hereto; and


 


(iii)         if,
after three months following the date of the notice given to the Facility Agent
pursuant to this sub-paragraph (b), the Facility Agent and the Ultimate Parent
cannot agree alternative financial covenants which are acceptable to an
Instructing Group, the Facility Agent shall refer the matter to any of the
Permitted Auditors as may be agreed between the Ultimate Parent and the
Facility Agent for determination of the adjustments required to be made to such
financial information or the calculation of such ratios to take account of such
change, such determination to be binding on the parties hereto, provided that
pending such determination (but not thereafter) the Ultimate Parent shall
continue to prepare financial information and calculate such covenants in
accordance with paragraph (a) above.


 


17.8        Notifications


 


The Ultimate Parent shall
furnish or procure that there shall be furnished to the Facility Agent in
sufficient copies for each of the Lenders:


 


(a)           as
soon as reasonably practicable, documents required to be despatched by the
Ultimate Parent to its shareholders generally (or any class of them) in their
capacity as such and all documents relating to the financial obligations of any
Obligor or any Senior Facilities Obligor despatched by or on behalf of any
Obligor or any Senior Facilities Obligor to its creditors generally (in their
capacity as creditors) it being agreed that to the extent such information is
filed with the SEC, such filing will satisfy the Ultimate Parent’s obligations
with regard to the provision of such information;


 


(b)           as
soon as reasonably practicable after the same are instituted or, to its
knowledge, threatened, details of any litigation, arbitration or administrative
proceedings involving any member of the Bridge Group or any member of the Bank
Group which, is reasonably likely to be adversely determined and if adversely
determined, could reasonably be expected to have a Material Adverse Effect; and


 


(c)           written
details of any Default promptly upon becoming aware of the same, and of all
remedial steps being taken and proposed to be taken in respect of that Default.


 


18.          FINANCIAL
CONDITION


 


18.1        Financial
Definitions


 


In this Agreement the
following terms have the following meanings:


 


“Bank Group Cash Flow” means, in respect of any period, Consolidated
Operating Cashflow for that period (excluding for this purpose all Permitted
Joint Venture Proceeds for such period and/or Permitted Joint Venture Net
Operating Cash Flow for such period included in Consolidated Operating Cashflow
pursuant to paragraph (d) of the definition thereof) after:


 


(a)           adding back:


 


78

















 


(i)            any decrease in the amount of Working
Capital at the end of such period compared against the Working Capital at the
start of such period;


 


(ii)           all
cash extraordinary or non-recurring gains during that period to the extent not
included in Consolidated Operating
Cashflow;


 


(iii)         any
amount received in cash in that
period by members of the Bank Group in respect of income and related taxes; and


 


(iv)          all
Permitted Joint Venture Proceeds
received for such period.


 


(b)           deducting:


 


(i)            the
actual capital expenditure of members of the Bank Group during such period;


 


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


 


(iii)         any
amount paid in cash in that period by any member of the Bank Group in respect
of income and related taxes;


 


(iv)          all
cash extraordinary or non-recurring losses during that period to the extent not
included in Consolidated Operating Cashflow; and


 


(v)            any
amount paid in cash in that period in respect of dividends, distributions,
loans, investments or other similar payments made or paid during such period by
any member of the Bank Group to any person who is not a member of the Bank
Group and any cash charges falling under sub-paragraph (a)(ix) of “Consolidated
Operating Cashflow” which have been added back for the purposes of calculating
such definition,


 


provided that in no event
shall amounts constituting Consolidated Debt Service be deducted from Bank
Group Cash Flow, and no amount shall be included or excluded more than once.


 


“Cash” means at any time:


 


(a)           all Cash Equivalent
Investments; and


 


(b)           cash (in cleared
balances) denominated in Sterling (or any other currency freely convertible
into Sterling) and credited to an account in the name of a member of the Bank
Group with an Eligible Deposit Bank and to which such a member of the Bank
Group is alone beneficially entitled and for so long as:


 


(i)            such cash is
repayable on demand (including any cash held on time deposit which is capable
of being broken and the balance received on same day notice provided that any
such cash shall only be taken into account net of any penalties or costs which
would be incurred in breaking the relevant time deposit) and repayment of such
cash is not contingent on the prior discharge of any other indebtedness of any
member of the Bank Group or of any other person whatsoever or on the
satisfaction of any other condition; or


 


(ii)           such cash has been
deposited with an Eligible Deposit Bank as security for any performance bond,
guarantee, standby letter of credit or similar facility the contingent 


 


79

















 


liabilities relating to such having been included in
the calculation of Consolidated Total Debt.


 


“Consolidated Debt Service” means, in respect of any period,
the aggregate of:


 


(a)           the Consolidated
Total Net Cash Interest Payable in respect of such period; and


 


(b)           save to the extent
immediately reborrowed, the aggregate of all scheduled payments (excluding any
voluntary and mandatory prepayments) made in such period of principal, capital
or nominal amounts in respect of Consolidated Total Debt.


 


“Consolidated Net Debt” means, at any time, the Consolidated
Total Debt at such time less Cash, in cleared balances at such time, credited
to any account in the name of a member of the Bank Group subject to a maximum
aggregate Cash amount of £200,000,000 (or its equivalent in other currencies).


 


“Consolidated Net Income” means for any period, with respect to
any person, net income (or loss) after taxes for such period of such person
(calculated on a consolidated basis, if it has Subsidiaries) determined in
accordance with GAAP.


 


“Consolidated Operating Cashflow” means, in respect of any
period:


 


(a)           Consolidated Net Income of the Bank
Group for such period, in accordance with GAAP as then in effect adding back
(or deducting as the case may be) (only to the extent used in arriving at net
income or loss of the Bank Group):


 


(i)            non-cash gains or losses, whether
extraordinary, recurring or otherwise (excluding however any non-cash charge to
the extent that it represents amortisation of a prepaid expense that was paid
in a prior period or an accrual of, or a reserve for, cash charges or expenses
in any future period), and including without limitation non-cash expenses for
compensation relating to the granting of options and restricted stock, sale of
stock and similar arrangements;


 


(ii)           income
tax expense or benefit;


 


(iii)         foreign
currency transaction gains and losses and foreign currency translation
differences;


 


(iv)          other
non-operating gains and losses,
including the costs of, and accounting for, financial instruments and gains and
losses on disposals of fixed assets;


 


(v)            share
of income or losses from equity
investments and minority interests;


 


(vi)          interest
expense and interest income
including, without limitation, amortisation of debt issuance cost and debt
discount;


 


(vii)         depreciation and amortisation;


 


(viii)        extraordinary items;


 


(ix)          at
the election of the Company, cash charges resulting from any third party
professional, advisory, legal and accounting fees and out-of-pocket expenses
reasonably incurred in connection with the Merger, the Baseball Scheme, an
acquisition or investment, any financing (in any such case, whether completed
or not) provided that the aggregate 


 


80

















 


amount added back in respect of such fees and expenses shall not at any
time exceed £25 million;


 


(x)           restructuring
charges determined in accordance with FAS 146 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 Baseball 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 Baseball
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; and


 


(xi)          cumulative changes in GAAP from and including
the accounting principles applied in the preparation of the Original Financial
Statements,


 


minus


 


(b)           the Excluded Group Operating Cashflow
for that period (to the extent included in the calculation of paragraph (a) above);


 


(c)           to the extent included in Consolidated
Net Income for such period and not otherwise deducted pursuant to paragraph (a) above:


 


(i)            that portion of the share of profit or loss from
Permitted Joint Ventures; and


 


(ii)           the aggregate amount of all interest income and/or
dividends received during such period from one or more of the Permitted Joint
Ventures;


 


plus


 


(d)           the lower of (i) the aggregate
Permitted Joint Venture Proceeds actually received by the Bank Group during
such period and (ii) the aggregate of the proportionate interests of each
member of the Bank Group in any Permitted Joint Venture Net Operating Cash Flow
for such period.


 


“Consolidated Total Debt” means, at any time (without double
counting):


 


(a)           the aggregate
principal, capital or nominal amounts (including any Interest capitalised as
principal) of Financial Indebtedness of any member of the Bank Group
(including, without limitation, Financial Indebtedness arising under or
pursuant to the Finance Documents); plus


 


(b)           the aggregate
principal, capital or nominal amounts (including any Interest capitalised as
principal) of Financial Indebtedness of any member of the Group to the extent
it is Non-Bank Group Serviceable Debt;


 


excluding any Financial Indebtedness of any member of
the Group to another member of the Group or under any Subordinated Funding, to
the extent not prohibited under this Agreement and excluding
any Financial Indebtedness arising by reason only of mark to market
fluctuations in respect of interest rate hedging arrangements since the
original date on which such interest rate hedging arrangements were
consummated.


 


81

















 


“Consolidated Total Net Cash Interest Payable” means, in
respect of any period, the aggregate amount of the Interest which has accrued
on the Consolidated Total Debt during such period (but excluding for the
avoidance of doubt any fees payable in or amortised during such period) but deducting any Interest actually received
in cash by any member of the Bank Group,


 


“Current Assets” means the aggregate of trade and other
receivables (net of allowances for doubtful debts), prepayments and all other
current assets of the Bank Group (which until such time as balance sheets are
prepared for the Bank Group shall be allocated from the relevant consolidated
financial statements of the Group to the Bank Group by the board of directors
of the Company acting in good faith) maturing within twelve months from the
date of computation, as required to be accounted for as current assets under
GAAP but excluding cash and Cash Equivalent Investments and excluding the
impact of Hedging Agreements.


 


“Current Liabilities” means the aggregate of all liabilities
(including accounts payable, accruals and provisions) of the Bank Group (which
until such time as balance sheets are prepared for the Bank Group shall be
allocated to the Bank Group from the relevant consolidated financial statements
of the Group by the board of directors of the Company acting in good faith)
falling due within twelve months from the date of computation and required to
be accounted for as current liabilities under GAAP but excluding Financial
Indebtedness of the Bank Group falling due within such period and any interest
on such Financial Indebtedness due in such period and excluding the impact of
Hedging Agreements.


 


“Eligible Deposit Bank” means any bank or financial institution
which has a short term rating of at least A1 granted by Standard &
Poor’s or P1 granted by Moody’s.


 


“Excluded Group Operating Cashflow” means, in respect of any
period, that proportion of Consolidated Net Income which is attributable to the
Excluded Group for that period adding back (or deducting as the case may be)
(to the extent used in arriving at net profit or loss of the Excluded Group):


 


(a)           non-cash gains or losses, whether
extraordinary, recurring or otherwise (excluding however any non-cash charge to
the extent that it represents amortisation of a prepaid expense that was paid
in a prior period or an accrual of, or a reserve for, cash charges or expenses
in any future period), and including without limitation non-cash expenses for
compensation relating to the granting of options and restricted stock, sale of
stock and similar arrangements;


 


(b)           income
tax expense or benefit;


 


(c)           foreign
currency transaction gains and
losses and foreign currency translation differences;


 


(d)           other
non-operating gains and losses,
including the costs of, and accounting for, financial instruments and gains and
losses on disposals of fixed assets;


 


(e)           share
of income or losses from equity
investments and minority interests;


 


(f)            interest
expense and interest income
including, without limitation, amortisation of debt issuance cost and debt
discount;


 


(g)           depreciation
and amortisation;


 


(h)           extraordinary
items;


 


(i)            restructuring
charges determined in accordance
with FAS 146; and


 


82

















 


(j)            cumulative
changes in GAAP from the
Original Execution Date.


 


“Financial Quarter” means the period commencing on the day
immediately following any Quarter Date in each year, and ending on the next
succeeding Quarter Date.


 


“Interest” means:


 


(a)           interest and amounts in the nature of interest accrued
in respect of any Financial Indebtedness (including without limitation, in
respect of obligations under finance or capital leases or hire purchase
payments);


 


(b)           discounts suffered and repayment premiums payable in
respect of Financial Indebtedness, in each case to the extent applicable GAAP
requires that such discounts and premiums be treated as or in like manner to
interest;


 


(c)           discount fees and acceptance fees payable or deducted
in respect of any Financial Indebtedness (including all fees payable in
connection with any Documentary Credit, any other letters of credit or
guarantees and any Ancillary Facility);


 


(d)           any other costs,
expenses and deductions of the like effect and any net payment (or, if
appropriate in the context, receipt) under any Hedging Agreement or like
instrument, taking into account any premiums payable for the same, and the
interest element of any net payment under any Hedging Agreement; and


 


(e)           commitment and non-utilisation fees (including,
without limitation, those payable under this Agreement) but excluding agent’s
fees, front-end, management, arrangement and participation fees and repayment
premiums with respect to any Financial Indebtedness (including, without
limitation, all those payable under the Senior Facilities Finance Documents).


 


“Permitted Joint Venture Net Operating Cash Flow” means the
aggregate of the proportionate interests of each member of the Group in any
Permitted Joint Venture of such Joint Venture’s Consolidated Net Income for
such period adding back (or deducting as the case may be) (only to the extent
used in arriving at consolidated net income or loss of such Joint Venture):


 


(a)           non-cash gains or
losses, whether extraordinary, recurring or otherwise (excluding however any
non-cash charge to the extent that it represents amortisation of a prepaid
expense that was paid in a prior period or an accrual of, or a reserve for,
cash charges or expenses in any future period), and including without
limitation non-cash expenses for compensation relating to the granting of
options and restricted stock, sale of stock and similar arrangements;


 


(b)           income tax expense or
benefit;


 


(c)           foreign currency
transaction gains and losses and foreign currency translation differences;


 


(d)           other non-operating
gains and losses, including the costs of, and accounting for, financial
instruments and gains and losses on disposals of fixed assets;


 


(e)           share of income or
losses from equity investments and minority interests;


 


(f)            interest expense and
interest income including, without limitation, amortisation of debt issuance
cost and debt discount;


 


(g)           depreciation and
amortisation;


 


83

















 


(h)           extraordinary items;


 


(i)            restructuring charges
determined in accordance with FAS 146; and


 


(j)            cumulative changes in
GAAP from the date of the Senior Facilities Agreement.


 


“Permitted Joint Venture Proceeds” means the cash proceeds of
all payments of interest and principal received under Financial Indebtedness
and of all dividends, distributions or other payments (including management
fees) made by any Permitted Joint Venture to any member of the Bank Group.


 


“Quarter Date” means each of 31 March, 30 June, 30 September and
31 December in each financial year of the Company.


 


“Working Capital” means on any date Current Assets less Current
Liabilities.


 


18.2        Ratios


 


With effect from (and
including) the end of the third full Financial Quarter after the Merger Closing
Date, the financial condition of the Group or the Bank Group, as the case may
be, as evidenced by the financial information provided pursuant to paragraphs (a) and
(b) of Clause 17.1 (Financial
Statements) and the Attached Working Paper referred to in Clause
17.5 (Compliance Certificates)
shall be such that:


 


(a)           Leverage Ratio: Consolidated Net
Debt to Consolidated Operating Cashflow


 


Subject to paragraph (e) below,
Consolidated Net Debt as at any Quarter Date specified in the table in
paragraph (d) of this Clause 18.2, shall not be more than X times
Consolidated Operating Cashflow calculated on a rolling twelve month basis
ending on such Quarter Date, where X has the value indicated for such Quarter
Date in such table.


 


(b)           Interest Coverage Ratio:
Consolidated Operating Cashflow to Consolidated Total Net Cash Interest Payable


 


Subject to paragraph (e) below,
Consolidated Operating Cashflow calculated on a rolling twelve month basis ending
on any Quarter Date specified in the table in paragraph (d) of this Clause
18.2, shall not be less than Y times Consolidated Total Net Cash Interest
Payable calculated on a rolling twelve month basis, where Y has the value
indicated for such period in such table, provided that (to the extent
applicable) in the case of the test falling on 31 December 2006:


 


(i)            Consolidated
Operating Cashflow shall be calculated in accordance with the principles
specified in paragraph (d) of Clause 17.2 (Provisions
Relating to Bank Group Financial Information); and


 


(ii)           Consolidated
Total Net Cash Interest Payable shall be calculated by annualising (on the
basis of the actual number of days in such period and a 365 day year) the
Consolidated Total Net Cash Interest Payable for the period commencing on the
Merger Closing Date and ending on 31 December 2006.


 


(c)           Debt Service Coverage Ratio: Bank
Group Cash Flow to Consolidated Debt Service


 


Subject to paragraph (e) below,
Bank Group Cash Flow calculated for each rolling twelve month period ending on
each Quarter Date specified in the table in paragraph (d) of this Clause
18.2, shall not be less 


 


84

















 


than Z times Consolidated
Debt Service for such period where Z has the value indicated for such period in
such table provided that (to the extent applicable) in the case of the test
falling on 31 December 2006:


 


(i)            Bank Group Cash Flow shall be calculated in
accordance with the principles specified in paragraph (d) of Clause 17.2 (Provisions Relating to Bank Group Financial Information);
and


 


(ii)           Consolidated Debt Service shall be calculated by annualising (on the
basis of the actual number of days in such period and a 365 day year) the
Consolidated Debt Service for the period commencing on the Merger Closing Date
and ending on 31 December 2006.


 


(d)           Ratio Table


 


This is the table referred
to in paragraphs (a) to (c) above.


 


	
   

  	
   

  	
  Leverage Ratio

  	
   

  	
  Interest 

  Coverage Ratio

  	
   

  	
  Debt Service Coverage

  Ratio

  
	
  Quarter Date

  	
   

  	
  X

  	
   

  	
  Y

  	
   

  	
  Z

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31 December 2006

  	
   

  	
  6.05 : 1

  	
   

  	
  2.10 : 1

  	
   

  	
  1 : 1

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31 March 2007

  	
   

  	
  5.85 : 1

  	
   

  	
  2.15 : 1

  	
   

  	
  1 : 1

  



 


(e)           If
any Compliance Certificate delivered pursuant to Clause 17.5 (Compliance Certificates) demonstrates that
the ratio of Consolidated Net Debt to Consolidated Operating Cashflow in
respect of the relevant Quarter Date for which such Compliance Certificate was
delivered was 4.25:1 or lower, the covenants which are required to be tested
pursuant to paragraphs (a), (b) and (c) above shall thereafter, and
for so long as the ratio of Consolidated Net Debt to Consolidated Operating
Cashflow as at each subsequent Quarter Date remains at 4.25:1 or lower, be
tested on each alternative Quarter Date shown on the table in paragraph (d) above.  In the event that any Compliance Certificate
delivered pursuant to Clause 17.5 (Compliance
Certificates) demonstrates that the ratio of Consolidated Net Debt
to Consolidated Operating Cashflow in respect of any Quarter Date for which
such Compliance Certificate was delivered exceeds 4.25:1, the covenants which
are required to be tested pursuant to paragraphs (a), (b) and (c) above
shall thereafter, and for so long as the ratio of Consolidated Net Debt to
Consolidated Operating Cashflow as at each subsequent Quarter Date exceeds
4.25:1 be tested, in accordance with paragraphs (a), (b) and (c) above,
on each subsequent Quarter Date.


 


18.3        Equity Cure
Right


 


(a)           Subject to paragraph (b) below, if
any Compliance Certificate delivered by the Ultimate Parent demonstrated that
the Bank Group is in breach of any of the financial covenants set out in
paragraphs (a), (b) or (c) of Clause 18.2 (Ratios)
as at the relevant Quarter Date to which such Compliance Certificate relates,
then the Ultimate Parent may, at its option, within 5 Business Days of delivery
of such Compliance Certificate and without prejudice to the rights of the
Lenders under Clause 22 (Events of Default),
cure such breach (an “Equity Cure Right”)
by procuring that the proceeds of any New Equity be contributed into the Bank
Group and either:


 


85

















 


(i)            applied towards the prepayment of the
Term Facilities (under and as defined in the Senior Facilities Agreement); or


 


(ii)           added back to the calculation of
Consolidated Operating Cashflow,


 


in each case,
in an amount
which, if such test(s) were to be recalculated as at such Quarter Date but
giving effect to such application or add-back, such test(s) would have been
satisfied.


 


(b)           The Equity Cure Right shall be subject
to the following conditions:


 


(i)            subject to sub-paragraph (ii) below,
such Equity Cure Right may not be used on more than three occasions over the
life of the Facility;


 


(ii)           in the case of an add-back to the
calculation of Consolidated Operating Cashflow, such Equity Cure Right may only
be used on one occasion over the life of the Facility, and in an amount not
exceeding £100 million;


 


(iii)         in the case of an add-back to the
calculation of Consolidated Operating Cashflow, such add-back may not be rolled
forward or otherwise taken into account on any subsequent Quarter Date on which
such financial covenants are to be tested; and


 


(iv)          such Equity Cure Right may not be used
for any two consecutive Quarter Dates.


 


(c)           Any proceeds of New Equity which are
contributed into the Bank Group for the purposes specified above, shall
thereafter be retained within the Bank Group.


 


18.4        Currency
Calculations


 


Where any financial
information with reference to which any of the covenants in Clause 18.2 (Ratios) are tested states amounts in a currency
other than Sterling such amounts shall, for the purposes of testing such
covenants be converted from such currency into Sterling at the rate used in
such financial information for the purpose of converting such amounts from
Sterling into the currency in which they are stated in such financial
information or where no such rate is stated in such financial information at an
appropriate rate selected by the Ultimate Parent, acting reasonably.


 


18.5        Pro Forma
Calculations


 


For the purposes of testing
compliance with the financial covenants set out in Clause 18.2 (Ratios), the calculation of such ratios
shall be made on a pro forma basis giving effect to all material acquisitions
and disposals made by the Bank Group during the relevant period of calculation
based on historical financial results of the items being acquired or disposed
of.


 


19.          POSITIVE
UNDERTAKINGS


 


19.1        Application
of Initial Loans


 


The Borrower shall ensure
that the proceeds of each Initial Loan made under this Agreement are applied
exclusively for the purposes specified in Clause 2.2 (Purpose).


 


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19.2        Financial
Assistance and Fraudulent Conveyance


 


Each Obligor shall (and the
Ultimate Parent shall procure that each member of the Bridge Group and each
member of the Bank Group shall) ensure that its execution of the Finance
Documents to which it is a party and the performance of its obligations
thereunder does not contravene any applicable local laws and regulations
concerning fraudulent conveyance, financial assistance by a company for the
acquisition of or subscription for its own shares or the shares of its parent
or any other company or concerning the protection of shareholders’ capital.


 


19.3        Necessary
Authorisations


 


Each Obligor shall (and the
Ultimate Parent shall procure that each member of the Bridge Group and each
member of the Bank Group shall):


 


(a)           obtain,
comply with and do all that is necessary to maintain in full force and effect
all Necessary Authorisations, except where a failure to do so could not
reasonably be expected to have a Material Adverse Effect; and


 


(b)           promptly
upon request of the Facility Agent, supply certified copies to the Facility
Agent of any such Necessary Authorisations so requested.


 


19.4        Compliance
with Applicable Laws


 


Each Obligor shall (and the
Ultimate Parent shall procure that each member of the Bridge Group and each
member of the Bank Group shall) comply with all applicable laws to which it is
subject in respect of the conduct of its business and the ownership of its
assets (including, without limitation, all Statutory Requirements), in each
case, where a failure so to comply could reasonably be expected to have a
Material Adverse Effect.


 


19.5        Insurance


 


(a)           Each
Obligor shall (and the Ultimate Parent shall procure that each member of the
Bridge Group and each member of the Bank Group shall) effect and maintain
insurances on and in relation to its business and assets against such risks and
to such extent as is necessary or usual for prudent companies carrying on a
business such as that carried on by such Obligor, member of the Bridge Group or
member of the Bank Group with either a Captive Insurance Company or a reputable
underwriter or insurance company except to the extent disclosed in the Group’s
public disclosure documents or to the extent that the failure to so insure
could not reasonably be expected to have a Material Adverse Effect.


 


(b)           the
Ultimate Parent shall (upon the reasonable request of the Facility Agent)
supply (or procure that the Company supplies) the Facility Agent with copies of
all such insurance policies or certificates of insurance in respect thereof or
(in the absence of the same) such other evidence of the existence of such
policies as may be reasonably acceptable to the Facility Agent.


 


19.6        Intellectual
Property


 


Each Obligor shall (and the
Ultimate Parent shall procure that each member of the Bridge Group and each
member of the Bank Group shall):


 


87

















 


(a)           take
all necessary action to safeguard and maintain its rights, present and future,
in or relating to all Intellectual Property Rights owned, used or exploited by
it and which are material to the Group Business (including, without limitation,
paying all applicable renewal fees, licence fees and other outgoings) save
where a failure to do so could not reasonably be expected to have a Material
Adverse Effect; and


 


(b)           notify
the Facility Agent promptly of any infringement or suspected infringement or
any challenge to the validity of any of the present or future Intellectual
Property Rights owned, used or exploited by it and which are material to the
Group Business which may come to its notice and it will supply the Facility
Agent with all information in its possession relating thereto if the same could
reasonably be expected to have a Material Adverse Effect and take all necessary
steps (including, without limitation, the institution of legal proceedings) to
prevent third parties infringing such Intellectual Property Rights to the extent
that failure to do so could reasonably be expected to have a Material Adverse
Effect.


 


19.7        Ranking of
Claims


 


Subject to the Reservations,
each Obligor shall ensure that at all times the claims of the Finance Parties
against it under the Finance Documents to which it is a party rank at least pari passu with the claims of all its
unsecured, unsubordinated creditors save those whose claims are preferred by
any bankruptcy, insolvency, liquidation or similar laws of general application.


 


19.8        Pay Taxes


 


Each Obligor shall (and the
Ultimate Parent shall procure that each member of the Bridge Group and each
member of the Bank Group shall) ensure that, at all times, there are no
material claims or liabilities which are asserted against it in respect of tax,
save to the extent the relevant Obligor or, in the case of any other member of
the Bridge Group or any member of the Bank Group, the Ultimate Parent (as the
case may be) can demonstrate that the same are being contested in good faith on
the basis of appropriate professional advice and that proper reserves have been
established therefor to the extent required by applicable generally accepted
accounting principles.


 


19.9        Hedging


 


The Ultimate Parent shall
procure that the Company or the Parent shall):


 


(a)           enter
into and maintain hedging arrangements with Hedge Counterparties, by way of
interest rate swap transaction, basis swap, forward rate transaction, interest
rate option, foreign exchange transaction, cap transaction, floor transaction,
collar transaction, currency swap transaction, cross-currency rate swap
transaction, currency option or any similar derivative transaction, or any
combination of the foregoing, for the purpose of limiting the Bank Group’s
exposure to adverse movements in interest rates or foreign exchange in relation
to the Senior Facilities and the Bridge Group’s and Bank Group’s exposure to
adverse movements in interest rates or foreign exchange in relation to the
Facility and the New High Yield Notes (if applicable), as follows:


 


(i)            interest
rate hedging (or fixed rate debt, for which purposes, outstanding advances
under the Facility shall be deemed to constitute fixed rate debt prior to the
issuance of Exchange Notes or the issuance of the New High Yield Notes)
required to ensure that interest is payable at fixed rates on not less than 66
2/3% of the combined aggregate principal amount outstanding as at the Merger
Closing Date, under the Senior Facilities and the Facility (or, if applicable,
the New High Yield Notes), for a period of not less 


 


88

















 


than 3 years from the Merger Closing Date (provided that for this
purpose the principal amount of any fixed rate Existing High Yield Notes and
any fixed rate New High Yield Notes shall be included in the calculation of
such minimum hedging requirement); and


 


(ii)           currency
rate hedging in respect of 100% of the aggregate principal amount of the Senior
Facilities which are denominated in euros or Dollars (if applicable) for a
period of not less than 3 years from the Merger Closing Date;


 


(iii)         currency
rate hedging in respect of 100% of interest payable in euros and Dollars under
the Senior Facilities (if applicable), for a period of not less than 3 years
from the Merger Closing Date;


 


(iv)          currency
rate hedging in respect of 100% of the coupon payable in euros and Dollars
under the New High Yield Notes (if applicable), for a period up to the
applicable first call date in respect of such New High Yield Notes,


 


in each case within 6 months
of the Merger Closing Date other than:


 


(1)           in the case of the hedging arrangements
required to be entered into under sub-paragraph (a)(i) above, those
hedging arrangements relating to the A1 Facility and the B1 Facility, which
shall be required to be implemented within 6 months of the Baseball Effective
Date; and


 


(2)           in the case of the hedging arrangements
required to be entered into under sub-paragraph (a)(iv) above, those
hedging arrangements relating to the New High Yield Notes, which shall be
required to be implemented within 6 months of the date of issuance of such New
High Yield Notes.


 


(b)           within
6 months of the date of any High Yield Refinancing, enter into and maintain
hedging arrangements with Hedge Counterparties for the purpose of limiting the
Bank Group’s exposure to adverse movements in interest rates or foreign
exchange in relation to such High Yield Refinancing for the relevant remaining
period specified in the Existing NTL Senior Credit Facilities Agreement to the
extent that the Company would have been obliged to enter into hedging
arrangements in respect of such High Yield Refinancing thereunder (in the case
of a refinancing of Existing High Yield Notes) or for the relevant periods
specified in sub-paragraphs (a)(i) and (a)(iv) above (in the case of
a refinancing of New High Yield Notes);


 


(c)           ensure
that the hedging arrangements required pursuant to this Clause 19.9 are
Existing Hedging Agreements or are entered into in the form of Acceptable
Hedging Agreements; and


 


(d)           as
soon as reasonably practicable following request by the Facility Agent provide
the Facility Agent with certified true copies of each such Hedging Agreement
entered into,


 


provided that the Ultimate
Parent shall not be in breach of this Clause 19.9 if the Company or the Parent
fails to enter into the hedging arrangements required under paragraphs (a) and
(b) by the relevant times specified in paragraphs (a) and (b) if
during the time between the Original Execution Date and the date on which such
hedging arrangements are required to be implemented:


 


(i)            none of the Senior Facilities Lenders or their
Affiliates is willing to enter into Hedging Agreements to effect the hedging
arrangements required by paragraphs (a) or (b), as the case may be; or


 


89

















 


(ii)           where a Senior Facilities Lender or its Affiliate is
willing to enter into such hedging arrangements, the terms of such hedging
arrangements are, in the reasonable opinion of the Facility Agent and the
Mandated Lead Arrangers and having regard to the creditworthiness of the
Company and current market conditions, considered to be unreasonable, or where
in the opinion of the Facility Agent and the Mandated Lead Arrangers, acting
reasonably, such hedging arrangements would cause material adverse tax-related
implications for any member of the Group.


 


19.10      Pension Plans


 


(a)           The
Ultimate Parent shall use reasonable endeavours to ensure that all pension
plans maintained and operated by it, any member of the Bridge Group or any
member of the Bank Group, generally for the benefit of employees of any member
of the Bridge Group or member of the Bank Group are maintained and operated and
have been valued by an actuary appointed by the Ultimate Parent or the Company
in accordance with all applicable laws from time to time and that the employer
contributions are assessed and paid in all material respects in accordance with
the governing provisions of such schemes and all laws applicable thereto, in
each case, save to the extent that any failure to do so could not reasonably be
expected to have a Material Adverse Effect.


 


Without prejudice to the
generality of Clause 19.10(a):


 


(b)           The
Ultimate Parent shall ensure that, except for the NTL Pension Plan, the NTL
1999 Pension Scheme, Cablevision Pension Scheme and Workplace Technology
Pension schemes (the “UK
DB Schemes”), each UK
Pension Scheme is, or has at any time been, a money purchase scheme as defined
in s181 of the Pension Schemes Act 1993) and no member of the Group is, for the
purposes of either s38 or s43 of the Pensions Act 2004, connected with or an
associate of any employer of an occupational pension scheme which is not a
money purchase scheme.


 


(c)           Each
Participating Employer shall ensure that, in relation to each UK Pension
Scheme, no circumstance or event occurs and no action or omission is taken
which has or is reasonably likely to have a Material Adverse Effect (including,
without limitation, any Participating Employer ceasing to employ any member of
such a pension scheme or, in the case of any UK DB Scheme, the issue of a
Financial Support Direction or Contribution Notice to any member of the Group).


 


(d)           The
Ultimate Parent shall promptly notify (or procure that the Company promptly
notifies) the Facility Agent of any change in the rate of contributions to any
UK DB Schemes, paid or recommended to be paid (whether by the scheme actuary or
otherwise) or required by law or otherwise which might reasonably be expected
to have a Material Adverse Effect.


 


(e)           Each
Obligor shall immediately notify the Facility Agent of any investigation or
proposed investigation by the Pensions Regulator which it has been informed may
lead to the issue of a Financial Support Direction or a Contribution Notice to
it, any member of the Bridge Group or any member of the Bank Group.


 


(f)            Each
Obligor shall immediately notify the Facility Agent if it receives a Financial
Support Direction or a Contribution Notice from the Pensions Regulator.


 


90

















 


19.11      Environmental Matters


 


(a)           Each
Obligor shall (and the Ultimate Parent shall procure that each member of the
Bridge Group and each member of the Bank Group shall):


 


(i)            comply
with all Environmental Laws to which it is subject;


 


(ii)           obtain
all Environmental Licences required or desirable in connection with the
business it carries on; and


 


(iii)         comply
with the terms of all such Environmental Licences,


 


in each case where failure
to do so could reasonably be expected to have a Material Adverse Effect.


 


(b)           Each
Obligor shall (and the Ultimate Parent shall procure that each member of the
Bridge Group and each member of the Bank Group shall) promptly notify the
Facility Agent of any Environmental Claim (to the best of such Obligor’s, such
member of the Bridge Group’s or member of the Bank Group’s knowledge and
belief) pending or threatened against it which, if substantiated, could
reasonably be expected to have a Material Adverse Effect.


 


(c)           No
Obligor shall (and the Ultimate Parent shall procure that no member of the
Bridge Group or member of the Bank Group shall) permit or allow to occur any
discharge, release, leak, migration or other escape of any Hazardous Substance
into the Environment on, under or from any property owned, leased, occupied or
controlled by it, where such discharge, release, leak, migration or escape
could reasonably be expected to have a Material Adverse Effect.


 


19.12      Further Assurance


 


(a)           Each
Obligor shall (and the Ultimate Parent shall procure that each member of the
Bridge Group and each member of the Bank Group shall) at its own expense,
promptly take all such reasonable action as the Facility Agent or the Security
Trustee may require for the purpose of complying with the provisions of
paragraphs (b) and (c) below and for the registration or filing of
any Security Documents delivered pursuant thereto with all appropriate
authorities to the extent necessary for the purposes of perfecting any Security
created thereunder.


 


(b)           The
Ultimate Parent shall:


 


(i)            procure that each member of the Group
which is a Senior B Guarantor at the date of this Agreement accedes to this
Agreement as an Original Guarantor and delivers to the Security Trustee one or
more Security Documents granting security in favour of the Finance Parties over
those of its assets over which Senior Facilities Security has been granted; and


 


(ii)           procure that each member of the Group
which becomes a Senior B Guarantor after the date of this Agreement shall (i) concurrently
become a party to this Agreement as a Guarantor in accordance with Clause 21.1
(Acceding Guarantors) and (ii) on
such date deliver to the Security Trustee one or more Security Documents
granting security over those of its assets over which Senior Facilities
Security has (or is) being granted.


 


Each Security
Document delivered pursuant to the this paragraph (b) shall either (A) constitute
the same security documents as the Senior Facilities Security Documents
delivered to the Security Trustee by such 


 


91

















 


Obligor in its
capacity as a Senior Facilities Obligor or (B) contain terms and
conditions substantially identical to the term and conditions of the Senior
Facilities Security Documents delivered to the Security Trustee by such Obligor
in its capacity as a Senior Facilities Obligor, with such amendments as are
necessary to provide that Security in respect of the Facility shall be
second-ranking behind the Senior Facilities Security.


 


(c)           The
Ultimate Parent shall procure that any member of the Group which is, or
becomes, a guarantor in respect of the Existing High Yield Notes on, or after,
the date of this Agreement shall on the date of this Agreement or, if later,
the date that it becomes a guarantor in respect of the Existing High Yield
Notes, become a Guarantor in accordance with Clause 21.2 (Acceding
Guarantors).


 


(d)           In relation to any provision of this
Agreement which requires the Obligors or any member of the Bank Group to
deliver a Security Document for the purposes of granting any guarantee or
Security for the benefit of the Finance Parties, the Security Trustee agrees to
execute as soon as reasonably practicable, any such guarantee or Security
Document which is presented to it for execution.


 


(e)           At
any time after an Event of Default has occurred and whilst such Event of
Default is continuing, each Obligor shall, at its own expense, take any and all
action as the Security Trustee may deem necessary for the purposes of
perfecting or otherwise protecting the Lenders’ interests in the Security
constituted by the Security Documents.


 


19.13      Centre of Main Interests


 


No Obligor incorporated or
otherwise existing under the laws of England & Wales shall (and the
Ultimate Parent shall procure that no other member of the Bank Group
incorporated or otherwise existing under the laws of England & Wales
shall), without the prior written consent of an Instructing Group, cause or
allow its Centre of Main Interests to change to a country other than England.


 


19.14      Group Structure Chart


 


If there is a material
change or inaccuracy in the corporate structure of the Bank Group or the Bridge
Group from that set out in the Group Structure Chart most recently delivered to
the Facility Agent, including upon consummation of the Merger, the Ultimate
Parent shall deliver or procure that there is delivered to the Facility Agent,
as soon as practicable upon becoming available, an updated Group Structure
Chart containing information sufficient to evidence the matters set out in
paragraphs (a) to (e) of Clause 16.19 (Structure) and showing such material change or correcting
such inaccuracy.


 


19.15      Contributions to the Bank Group


 


The Ultimate Parent shall
procure that any monies which are at any time contributed by any member of the
Group to any member of the Bank Group shall be contributed by way of
Subordinated Funding, by way of an investment through capital contribution or a
subscription or issuance of securities or convertible unsecured loan stock in
the relevant member of the Bank Group.


 


19.16      “Know your client” checks


 


(a)           Each
Obligor shall promptly upon the request of the Facility Agent or any Lender and
each Lender shall promptly upon the request of the Facility Agent supply, or
procure the supply of, such documentation and other evidence as is reasonably
requested by the Facility Agent (for itself 


 


92

















 


or on behalf of any Lender) or any Lender (for itself or on behalf of
any prospective Transferee in order for the Facility Agent, such Lender or any
prospective Transferee to carry out and be satisfied with the results of all
necessary “know your client” or other applicable anti-money laundering checks
in relation to the identity of any person that it is required to carry out in
relation to the transactions contemplated in the Finance Documents.


 


(b)           The
Ultimate Parent shall, by not less than 3 Business Days written notice to the
Facility Agent, notify the Facility Agent (which shall promptly notify the
Lenders) of its intention to request that one of its wholly-owned Subsidiaries
becomes an Acceding Guarantor pursuant to Clause 21 (Acceding Group Companies).


 


(c)           Following
the giving of any notice pursuant to paragraph (b) above, the Ultimate
Parent shall promptly upon the request of the Facility Agent or any Lender
supply, or procure the supply of, such documentation and other evidence as is
reasonably requested by the Facility Agent (for itself or on behalf of any
Lender) or any Lender (for itself or on behalf of any prospective Transferee to
carry out and be satisfied with the results of all necessary “know your client”
or other applicable anti-money laundering checks in relation to the identity of
any person that it is required to carry out in relation to the accession of
such Acceding Guarantor to this Agreement.


 


19.17      Change in Auditors


 


The Obligors shall ensure
that their auditors are (and in the case of the Ultimate Parent, the Bridge
Group’s and the Bank Group’s auditors are) any one of the Permitted Auditors
provided that in the event of any change in such auditors (other than in
connection with the Merger), the relevant Obligor (or the Ultimate Parent, in
the case of any change to the Bridge Group’s or the Bank Group’s auditors)
shall promptly notify the Facility Agent of such change.


 


19.18      Syndication


 


(a)           Each
of the Obligors shall (and the Ultimate Parent shall procure that each member
of the Bridge Group and each member of the Bank Group shall) co-operate with
and assist the Mandated Lead Arrangers in connection with the primary
syndication of the Facility in a manner consistent with normal market practice
including (but not limited to) by:


 


(i)            providing
such financial and other information relating to the Group as the Mandated Lead
Arrangers, acting reasonably, may deem necessary provided that no such
information shall be required to be so provided to the extent that the same
would require a filing to be made by any Obligor with the SEC as a result
thereof;


 


(ii)           in
line with normal market practice, assisting the Mandated Lead Arrangers in the
preparation of any supplemental materials to the Information Memoranda;


 


(iii)         allow
attendance by senior management of the Ultimate Parent and the Company at one
or more bank presentations or meeting with potential lenders at such times and
places as the Mandated Lead Arrangers may agree with the Ultimate Parent and
the Company; and


 


(iv)          use
reasonable efforts to ensure that the syndication efforts benefit from the
Group’s existing lending relationships,


 


93

















 


provided that no Obligor
shall be required to provide any information where, having regard to the
relevance of that information to the achievement of a successful syndication,
it would be unreasonable to do so.


 


(b)           Without
prejudice to the provisions of paragraph (a), no Obligor shall be required to
take any action or to deliver any information that would conflict with any
applicable Law to which it is bound or other applicable regulation including
the Takeover Code, US Federal securities laws and the laws of Delaware, or to
provide any disclosures that would require a filing with the U.S. Securities
and Exchange Commission, or cause it or any of its Subsidiaries to breach any
applicable confidentiality undertaking to which it is bound or which might
prejudice its entitlement to or retention of legal privilege in any
document.  In the event that the Mandated
Lead Arrangers request any information to be disclosed or action to be taken
which is subject to a confidentiality undertaking, the Ultimate Parent or the
relevant Obligor as the case may be, shall use its reasonable endeavours 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.


 


19.19      Assets


 


Each Obligor shall (and the
Ultimate Parent shall procure that each member of the Bridge Group and each
member of the Bank Group shall) maintain and preserve all of its assets that
are necessary in the conduct of its business as it is conducted from time to
time, in good working order and condition subject to ordinary wear and tear
where any failure to do so could be reasonably expected to have a Material
Adverse Effect.


 


19.20      ERISA


 


(a)           As
soon as possible and, in any event, within 20 days after the Borrower or any
Obligor knows or has reason to know of the occurrence of any of the events
specified in paragraph (b) of this Clause 19.20, the Borrower or such
Obligor will deliver to the Facility Agent in sufficient copies for each Lender
a certificate of the chief financial officer of the Borrower or such Obligor
setting out full details as to such occurrence and the action, if any, that the
relevant member of the Group or ERISA Affiliate is required or proposes to
take, together with any notices required or proposed to be given or filed by
such member of the Group, the Plan administrator or such ERISA Affiliate to or
with any government agency, or a Plan participant and any notices received by
such member of the Group or ERISA Affiliate from any government agency, or a
Plan participant with respect to it.


 


(b)           the
events referred to in paragraph (a) of this Clause 19.20 are:


 


(i)            any
contribution required to be made with respect to a Plan or Foreign Pension Plan
is not made before or within 30 days following the time limit therefor;


 


(ii)           any
member of the Group or any ERISA Affiliate incurs or is reasonably expected to
incur any material liability with respect to a Plan under section 4975 or
4980 of the Code or section 409, 502(i) or 502(l) of ERISA or with
respect to a group health plan (as defined in section 607(1) of ERISA
or section 4980B(g)(2) of the Code) maintained by the Borrower or any
member of the Group under section 4980B of the Code; and


 


(iii)         any
member of the Group incurs or reasonably expects to incur any material
liability pursuant to any employee welfare benefit plan (as defined in section 3(1) of
ERISA) that 


 


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provides benefits to retired employees or other former employees (other
than as required by section 601 of ERISA).


 


(c)           Subject
to all applicable data protection laws, the Ultimate Parent shall procure that
each member of the Group will deliver to the Facility Agent in sufficient
copies for each of the Lenders:


 


(i)            a
complete copy of the annual report (on Internal Revenue Service Form 5500-series
(including, to the extent required, the related financial and actuarial
statements and opinions and other supporting statements, certifications,
schedules and information)) of each Plan required to be filed with the Internal
Revenue Service and/or the Department of Labor;


 


(ii)           copies
of annual reports and any records, documents or other information required to
be furnished by such member of the Group or any ERISA Affiliate with respect to
any Plan to any government agency; and


 


(iii)         any
material notices received by a member of the Group or any ERISA Affiliate with
respect to any Plan or Foreign Pension Plan, in the case of each of (i), (ii),
and (iii), no later than 30 days (or 10 days in the case of this paragraph
(iii)) after the date such annual report has been filed with the Internal
Revenue Service and/or the Department of Labor or such records, documents
and/or information has been furnished to any other government agency or such
notice has been received by such member of the Group or ERISA Affiliate, as applicable.


 


(iv)          The
Ultimate Parent shall procure that each member of the Group shall ensure that
all Foreign Pension Plans administered by them or into which they make
payments, obtain or retain (as applicable) registered status under and as
required by applicable law and are administered in a timely manner in all
respects in compliance with all applicable laws, in the case of each of the
foregoing, except where the failure to do any of the foregoing will not have a
Material Adverse Effect.


 


19.21      Steps Paper


 


The Ultimate
Parent shall (and it shall procure that each member of the Group shall, as
applicable) implement each of the steps required for the reorganisation of the
Group in accordance with the Steps Paper and in particular, without limitation
to the foregoing provision:


 


(a)           to implement each of the Steps 3 to 10
set out on the pages 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 of those steps are completed on the Structuring Date;


 


(b)           if
the Baseball Effective Date occurs prior to the Structuring Date (and Step V1
and V2 described below can be implemented prior to the Structuring Date), to
implement each of the Steps V1 and V2 on the page headed “Acquisition of Virgin Mobile Pre-Restructuring”,
culminating in the structure set out on the page headed “After Virgin Mobile Pre-Restructuring”,
such that both of those steps are completed on the same Business Day, on a date
falling not more than 15 days after the Baseball Effective Date; and


 


(c)           if
the Baseball Effective Date occurs after the Structuring Date (or Steps V1 and
V2 referred to above cannot be implemented before the Structuring Date) and the
provisions of paragraph (b) 


 


95

















 


above have been implemented, to implement each of the Steps 0a and 0b
on the page headed “Structure 2
Virgin Mobile Acquisition”,
culminating in the structure set out on the page headed “Structure 2 Post-Virgin Mobile Acquisition”, such that both
of those steps are completed on the same Business Day, on a date falling not
more than 15 days after the Baseball Effective Date,


 


in each case, with such amendments,
variations or modifications as the Ultimate Parent shall deem necessary,
provided that no such amendment, variation or modification could reasonably be
expected to be materially adverse to the interests of the Lenders.


 


19.22      New High Yield Notes.


 


(a)           The
Borrower shall (and it shall procure that each of its Subsidiaries shall) use
its reasonable best efforts to issue and sell the New High Yield Notes at a
time and on terms to be determined by the Borrower in consultation with the
Mandated Lead Arrangers.


 


(b)           In
connection with an offering of New High Yield Notes, the Borrower shall (and it
shall procure that each of its Subsidiaries shall, as applicable):


 


(i)            prepare
an offering memorandum and registration statement and other materials relating
to the New High Yield Notes (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 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 New High Yield Notes) and, in connection with any resale
prospectus, which will specify whether any holders of New High Yield Notes are
selling New High Yield 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 Mandated Lead Arrangers, list the New
High Yield Notes on an stock exchange chosen by the Borrower and acceptable to
the Mandated Lead Arrangers;


 


(v)            prepare,
participate in and complete a “road show” and meetings with research analysts;
and


 


(vi)          enter into an underwriting agreement with
respect to the New High Yield Notes on terms not less favorable to the Borrower
than the equivalent provisions in the Parent’s most recent underwriting
agreement.


 


19.23      Securities Demand.


 


(a)           Upon
notice by at least three of the Bookrunners (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 (the Borrower to assist with such
marketing efforts in accordance with 


 


96

















 


paragraph (b) below) customary for similar offerings (as determined
by the Bookrunners after consultation with the Borrower and in any event of a
duration of not less than 10 Business Days), issue and sell such aggregate
principal amount of Sterling, Dollar and/or euro denominated debt securities
(such denomination as determined in accordance with clauses (ii) and iv)
below) (the “Demand Securities”)
as will generate gross proceeds sufficient to refinance (in whole or in part,
as determined by the Bookrunners in their sole discretion) the Facility, in
each case upon such terms and conditions as may be reasonably specified by the
Bookrunners 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 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
Bookrunners in consultation with the Borrower;


 


(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
Bookrunners; provided, however, that, without the Borrower’s consent, the total
interest rate per annum payable on such Demand Securities shall not exceed
12.5% in respect of Demand Securities denominated in Sterling and 11.5% in
respect of Demand Securities denominated in euro or Dollars;


 


(iv)          no
more than £200,000,000 of the
Demand Securities shall be denominated in Sterling, unless the Bookrunners
decide otherwise; and


 


(v)            all
other arrangements with respect to such Demand Securities shall be reasonably
satisfactory in all respects to the Bookrunners in light of then prevailing
market conditions and the financial condition and prospects of the Group at the
date of sale of the Demand Securities.


 


(b)           Following
the issuance of a Securities Notice, the Borrower will assist the Bookrunners
in connection with customary marketing efforts for the sale of any such Demand
Securities, including by taking the actions set forth in paragraph (b) of
Clause 19.22 (New High Yield Notes) (with
references therein to “New High Yield Notes” being deemed to be references to “Demand
Securities”).


 


19.24      Extended Term Loan Documents.


 


(a)           The
Borrower and the Facility Agent (both acting reasonably) shall, as promptly as
practicable following the date that is 9 months following the Utilisation Date
and in any event prior to the Initial Maturity Date, agree the form of a credit
agreement to govern the Extended Term Loans (the “Extended Term Loan Credit Agreement”) having terms and
conditions consistent with the Summary Terms And Conditions Of Extended Term
Loans.


 


97

















 


(b)           Each
Obligor, each Lender, the Facility Agent and the Security Trustee shall, as
promptly as practicable (following the agreement upon the form thereof pursuant
to paragraph (a) of this Clause 19.24) after being requested to do so by
the Facility Agent or the Borrower (through the Facility Agent) and in any
event prior to the Initial Maturity Date, enter into the Extended Term Loan
Credit Agreement.  The Borrower shall
cause counsel to the Obligors to deliver to the Facility Agent on the date of
entry into the Extended Term Loan Credit Agreement an executed legal opinion
with respect to matters of New York law in form and substance customary for a transaction
of this type and satisfactory to the Facility Agent, acting reasonably
(including, without limitation, with respect to due authorization, execution
and delivery, validity and enforceability of the Extended Term Loan Credit
Agreement).


 


(c)           The
Borrower shall, at the request of the Security Trustee, enter into such
amendments to the Security Documents as are reasonably necessary to enable the
Extended Term Loans to be secured thereby (and the Finance Parties to retain
the benefits thereof) to the same extent as contemplated in the Security
Documents and the Summary Terms and Conditions of Extended Term Loans.


 


(d)           If
an Extended Term Loan Credit Agreement is not entered into by the Initial
Maturity Date, such circumstance (if not attributable to the failure by the
Facility Agent, the Security Agent or any Lender to perform its obligations
under paragraphs (a) or (b) of this Clause 19.24) shall
constitute an Event of Default under this Agreement.


 


19.25      Exchange Notes.


 


(a)           The
Borrower and the Facility Agent (both acting reasonably) shall, as promptly as
practicable following the date that is 9 months following the Utilisation Date
and in any event prior to the Initial Maturity Date, agree the form of an
indenture relating to the Exchange Notes (the “Exchange Note Indenture”) having terms and conditions
consistent with the Description of Exchange Notes.


 


(b)           The
Borrower and each Guarantor shall, as promptly as practicable (following the
agreement upon the form thereof pursuant to paragraph (a) of this Clause
19.25) after being requested to do so by the Facility Agent and in any event
prior to the Initial Maturity Date:


 


(i)            enter
into the Exchange Note Indenture with a trustee (the “Exchange Note Trustee”) acceptable to the
Borrower and the Facility Agent; and


 


(ii)           cause
counsel to the Obligors to deliver to the Exchange Notes Trustee an executed
legal opinion in form and substance customary for a transaction of that type
and satisfactory to the Facility Agent and the Exchange Notes Trustee, each
acting reasonably (including, without limitation, with respect to due
authorization, execution and delivery, validity and enforceability of the
Exchange Documents).


 


(c)           In connection with any issuance of
Exchange Notes, the Borrower will either provide for the registration if such
Exchange Notes for public sale or (if such registration is not immediately
available) enter into a registration rights agreement in customary form (a “Registration Rights Agreement”) providing
for exchange registration rights and shelf registration rights.


 


(d)           If
an Exchange Note Indenture is not entered into by the Initial Maturity Date,
such circumstance (if not attributable to the failure by the Facility Agent to
perform its obligations under paragraph (a) of this Clause 19.25) shall
constitute an Event of Default under this Agreement.


 


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20.          NEGATIVE
UNDERTAKINGS


 


20.1        Content
Transaction


 


(a)           Notwithstanding any other provisions of
this Agreement, no Content Transaction shall be restricted by (nor deemed to
constitute a utilization of any of the permitted exceptions to) any provision
of this Agreement, neither shall the implementation of any Content Transaction
constitute a breach of any provision of any Finance Document; provided that


 


(i)            the cash proceeds of any Content Transaction are
applied in accordance with Clause 8 (Mandatory Prepayment and
Cancellation);


 


(ii)           after giving pro forma effect for such Content
Transaction, the Group and the Bank Group continue to be in compliance with
Clause 18.2 (Ratios); and


 


(iii)         at the time of completion of such Content Transaction,
no Event of Default has occurred and is continuing and no Event of Default
would occur as a result of such Content Transaction.


 


(b)           Any Joint Venture established pursuant to a Content
Transaction shall thereafter not be subject to any restrictions under this
Agreement.


 


20.2        Negative
Pledge


 


No Obligor which is also a
Senior Obligor shall (and the Ultimate Parent shall procure that no member of
the Bank Group shall), without the prior written consent of an Instructing
Group, create or permit to subsist any Encumbrance over all or any of its
present or future revenues or assets other than an Encumbrance:


 


(a)           which
is an Existing Encumbrance set out in:


 


(i)            Part 1A
of Schedule 10 (Existing Encumbrances
required to be discharged on or immediately after first Utilisation)
provided that such Encumbrance is released within 10 Business Days of the
Merger Closing Date; or


 


(ii)           Part 1B
of Schedule 10 (Existing Encumbrances
not required to be discharged) provided that the principal amount
secured thereby may not be increased unless any Encumbrance in respect of such
increased amount would be permitted under another paragraph of this Clause
20.2;


 


(b)           which
arises by operation of Law or by a contract having a similar effect or under an
escrow arrangement required by a trading counterparty of any member of the Bank
Group and in each case arising or entered into the ordinary course of business
of the relevant member of the Bank Group;


 


(c)           which
is created pursuant to any of the Senior Facilities Finance Documents
(including for the purposes of securing any Alternative Baseball Financing) or
the Finance Documents;


 


(d)           arising
from any Finance Leases, sale and leaseback arrangements or Vendor Financing
Arrangements permitted to be incurred pursuant to Clause 20.4 (Financial Indebtedness)


 


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(e)           which arises in respect of any right of
set-off, netting arrangement, title transfer or title retention arrangements
which:


 


(i)            arises
in the ordinary course of trading and/or by operation of Law;


 


(ii)           is
entered into by any member of the Bank Group in the normal course of its
banking arrangements for the purpose of netting debit and credit balances on
bank accounts of members of the Bank Group operated on a net balance basis;


 


(iii)         arises
in respect of netting or set off arrangements contained in any Hedging
Agreement or other contract permitted under Clause 20.12 (Limitations on Hedging);


 


(iv)          is
entered into by any member of the Bank Group on terms which are generally no
worse than the counterparty’s standard or usual terms and entered into in the
ordinary course of business of the relevant member of the Bank Group; or


 


(v)            which
is a retention of title arrangement with respect to customer premises equipment
in favour of a supplier (or its Affiliate); provided that the title is only
retained to individual items of customer premises equipment in respect of which
the purchase price has not been paid in full.


 


(f)            which arises in respect of any
judgment, award or order or any tax liability for which an appeal or
proceedings for review are being diligently pursued in good faith, provided
that the affected member of the Bank Group shall have or will establish such
reserves as may be required under applicable generally accepted accounting
principles in respect of such judgment, award, order or tax liability;


 


(g)           over or affecting any asset acquired by
a member of the Bank Group after the Original Execution Date and subject to
which such asset is acquired, if:


 


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


 


(ii)           the Financial Indebtedness secured
thereby is Financial Indebtedness of, or is assumed by, the relevant acquiring
member of the Bank Group, is Financial Indebtedness which at all times falls
within paragraph (g) or (k) of Clause 20.4 (Financial Indebtedness) and the amount of Financial
Indebtedness so secured is not increased at any time;


 


(h)           over or affecting any asset of any
company which becomes a member of the Bank Group after the Original Execution
Date, where such Encumbrance is created prior to the date on which such company
becomes a member of the Bank Group, if:


 


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


 


(ii)           to the extent not repaid by close of
business on the date upon which such company became a member of the Bank Group,
the Financial Indebtedness secured by such Encumbrance at all times falls
within paragraph (g) or (k) of Clause 20.4 (Financial Indebtedness);


 


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(i)            constituted by a rent deposit deed
entered into on arm’s length commercial terms and in the ordinary course of
business securing the obligations of a member of the Bank Group in relation to
property leased to a member of the Bank Group;


 


(j)            constituted by an arrangement referred
to in paragraph (d) of the definition of Financial Indebtedness;


 


(k)           which is granted over the shares of,
Indebtedness owed by or other interests held in, or over the assets (including,
without limitation, present or future revenues), attributable to a Project
Company, a Bank Group Excluded Subsidiary or a Permitted Joint Venture;


 


(l)            over cash deposited as security for the
obligations of a member of the Bank Group in respect of a performance bond,
guarantee, standby letter of credit or similar facility entered into in the
ordinary course of business of the Bank Group;


 


(m)          which is created by any member of the
Bank Group in substitution for any Existing Encumbrance referred to in
paragraph (a)(ii) above of this Clause 20.2, provided that the principal
amount secured thereby may not be increased unless any Encumbrance in respect
of such increased amount would be permitted under another paragraph of this
Clause 20.2;


 


(n)           securing
the Existing Baseball Facilities, provided that such Encumbrance is released
within 10 Business Days of the Baseball Effective Date; or


 


(o)           securing Financial Indebtedness the
principal amount of which (when aggregated with the principal amount of any
other Financial Indebtedness which has the benefit of an Encumbrance other than
as permitted pursuant to paragraphs (a) to (n) above) does not exceed £300
million (or its equivalent in other currencies):


 


(i)            of which up to £250 million (or its
equivalent in other currencies) may be secured on assets not subject to the
Senior Facilities Security; and


 


(ii)           which may be secured on a second ranking
basis over assets subject to the Senior Facilities Security, provided that such
second ranking security shall be granted on terms where the rights of the
relevant mortgagee, chargee or other beneficiary of such security in respect of
any payment will be subordinated to the rights of the Senior Facilities Finance
Parties under the HYD Intercreditor Agreement or any other intercreditor
arrangement which is either:


 


(A)          on
terms satisfactory to the Senior Facility Agent (acting on the instructions of
an Senior Facilities Instructing Group); or


 


(B)           on
terms comparable to the Existing Telewest Second Lien Credit Facility Agreement
and related intercreditor agreement.


 


20.3        Loans and
Guarantees


 


No Obligor which is also a
Senior Obligor shall (and the Ultimate Parent shall procure that no member of
the Bank Group shall), without the prior written consent of an Instructing
Group, grant any loan or credit or give any guarantee in any such case in
respect of Financial Indebtedness, other than:


 


101

















 


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


 


(b)           any credit given by a member of the Bank
Group to another member of the Bank Group which arises by reason of
cash-pooling, set-off or other cash management arrangement of the Bank Group;


 


(c)           the Existing Loans provided that the
aggregate principal amount outstanding thereunder may not be increased from
that existing at the Original Execution Date in reliance on this paragraph (c) (except
with respect to accrual or capitalisation of interest);


 


(d)           any loans or credit granted:


 


(i)            by a member of the Bank Group which is
not a Senior Facilities Obligor to a Senior Facilities Obligor by way of
Subordinated Funding;


 


(ii)           by one Senior Facilities Obligor to
another Senior Facilities Obligor;


 


(iii)         by a member of the Bank Group which is not
a Senior Facilities Obligor to any other member of the Bank Group which is not
a Senior Facilities Obligor;


 


(iv)          by a member of the Bank Group to the
relevant member of the Group for the purposes of funding drawings available
under the undrawn portion of any Existing UKTV Group Loan Stock of up to £50
million in aggregate;


 


(v)            in accordance with Clause 20.9 (Joint Ventures); or


 


(vi)          by the US Senior Facilities Borrower
pursuant to the Notes;


 


(e)           any loans made by any member of the Bank
Group to its employees either:


 


(i)            in the ordinary course of its employees’
employment; or


 


(ii)           to fund the exercise of share options or
the purchase of capital stock by its employees, directors, officers or
consultants of the Group


 


provided that the aggregate
principal amount of all such loans shall not at any time exceed £10 million (or
its equivalent in other currencies);


 


(f)            any loan made by a member of the Bank
Group pursuant to either an Asset Passthrough or a Funding Passthrough;


 


(g)           any loan made by a member of the Bank
Group to a member of the Group, where the proceeds of such loan are, or are to
be (whether directly or indirectly) used:


 


(i)            to make payments to the High Yield
Trustee in respect of High Yield Trustee Amounts (as such terms are defined in
the HYD Intercreditor Agreement) in respect of the Existing High Yield Notes;


 


(ii)           to make payments to the High Yield
Trustee in respect of High Yield Trustee Amounts (as such terms are defined in
the HYD Intercreditor Agreement) in respect of the New High Yield Notes;


 


102

















 


(iii)         to make equivalent payments to those
specified in paragraphs (i) and (ii) above in respect of any
High Yield Refinancings;


 


(iv)          provided that no Event of Default has
occurred and is continuing or is likely to occur as a result thereof to fund
Permitted Payments; or


 


(v)            at any time after the occurrence of an
Event of Default, to fund Permitted Payments to the extent not prohibited by
the HYD Intercreditor Agreement, the Group Intercreditor Agreement or any other
applicable intercreditor agreement;


 


(h)           credit granted by any member of the Bank
Group to a member of the Group, where the Indebtedness outstanding thereunder
relates to Intra-Group Services provided that
where such credit relates to services falling within sub-paragraphs (c)(i) and
(c)(iii) of the definition of Intra-Group Services the settlement of any
such credit estimated by the Borrower to be owed by members of the Group which
are not Senior Facilities Obligors shall take place no later than the first
Business Day falling 60 days after the end of each Financial Quarter provided
that any such settlement may occur by way of set-off and further provided that
any overpayment or underpayment arising as a result of the settlement of all
such credit may be returned to the overpaying party or paid by the underpaying
party (and any credit or Financial Indebtedness arising as a result of such
overpayment or underpayment pending repayment to the overpaying party or
payment by the underpaying party is hereby permitted);


 


(i)            any guarantee given in respect of
membership interests in any company limited by guarantee where the acquisition
of such membership interest is permitted under Clause 20.13 (Acquisitions and Investments);


 


(j)            any guarantee given by a member of the
Bank Group in respect of or constituted by any Financial Indebtedness permitted
under Clause 20.4 (Financial Indebtedness)
or Clause 20.10 (Transactions with
Affiliates) or other obligation not restricted by the terms of the
Finance Documents, of another member of the Bank Group;


 


(k)           any guarantees arising under the Senior
Facilities Finance Documents (including any guarantees given in respect of an
Alternative Baseball Financing) or the Finance Documents;


 


(l)            any customary title guarantee given in
connection with the assignment of leases where such assignment is permitted
under Clause 20.6 (Disposals);


 


(m)          any guarantees or similar undertakings
granted by any member of the Bank Group in favour of the Inland Revenue in
respect of any obligations of NTL (UK) Group, Inc. in respect of UK tax in
order to facilitate the winding up of NTL (UK) Group, Inc. provided that
the Facility Agent shall have first received confirmation from the Borrower
that based on discussions with the Inland Revenue and the Borrower’s reasonable
assumptions, the Borrower does not believe that the liability under such
guarantee will exceed £15 million (such confirmation to be supported by a
letter from the Borrower’s auditors for the time being, confirming that based
on the Borrower’s calculations of such tax liability the Borrower’s
confirmation is a reasonable assessment of such tax liability);


 


(n)           any loan granted as a result of a
Subscriber being allowed terms, in the ordinary course of trade, whereby it
does not have to pay for the services provided to it for a period after the
provision of such services;


 


103

















 


(o)           any loans or guarantees expressly
contemplated under the Steps Paper;


 


(p)           a loan made or a credit granted to a
Joint Venture to the extent permitted under paragraph (d) of Clause 20.9 (Joint Ventures);


 


(q)           any loans made under the terms of the
Screenshop Intra-Group Loan Agreement;


 


(r)           the BBC Guarantees; and


 


(s)           loans made, credit granted or guarantees
given by any member of the Bank Group not falling within paragraphs (a) to
(r) above, in an aggregate amount not exceeding £75 million (or its equivalent
in other currencies).


 


20.4        Financial
Indebtedness


 


No Obligor which is also a
Senior Obligor shall (and the Ultimate Parent shall procure that no member of
the Bank Group shall), without the prior written consent of an Instructing
Group incur, create or permit to subsist or have outstanding any Financial
Indebtedness or enter into any agreement or arrangement whereby it is entitled
to incur, create or permit to subsist any Financial Indebtedness other than in
either case:


 


(a)           Financial Indebtedness arising under or
pursuant to the Senior Facilities Finance Documents (including in respect of
any outstanding Documentary Credit and arising in respect of any Alternative
Baseball Financing) or the Finance Documents;


 


(b)           Existing Financial Indebtedness provided
that the Existing Credit Facilities shall be repaid in full immediately upon
the making of the first Advance under (and as defined in) the Senior Facilities
Agreement;


 


(c)           Financial Indebtedness arising in
respect of the Existing High Yield Notes, the New High Yield Notes or any High
Yield Refinancing and any guarantee given by any member of the Bank Group
thereunder provided that such guarantee is given on a subordinated unsecured basis
and is subject to the terms of the HYD Intercreditor Agreement or given on
subordination terms consistent with those contained in the HYD Intercreditor
Agreement;


 


(d)           Financial Indebtedness of any member of
the Bank Group falling within, and permitted by Clause 20.3 (Loans and Guarantees);


 


(e)           Financial Indebtedness arising under any
Hedging Agreements permitted under Clause 20.12 (Limitations on Hedging);


 


(f)            Financial Indebtedness arising in
relation to either an Asset Passthrough or a Funding Passthrough;


 


(g)           Financial Indebtedness of any company
which became or becomes a member of the Bank Group after the Original Execution
Date, where such Financial Indebtedness arose prior to the date on which such
company became or becomes a member of the Bank Group; if:


 


(i)            such Financial Indebtedness was not
created in contemplation of the acquisition of such company;


 


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(ii)           the aggregate principal amount of all of
the Financial Indebtedness assumed in reliance on this paragraph (g) either
(1) does not exceed £75 million (or its equivalent in other currencies)
outstanding at any time or (2) to the extent such Financial Indebtedness
does exceed £75 million, an amount equal to such excess is repaid promptly thereafter;


 


(h)           Financial Indebtedness arising in
respect of any guarantee given by the Company or TCN or any other member of the
Bank Group in respect of the relevant borrower’s obligations under any Parent
Debt (“Guaranteed Parent Debt”),
provided that:


 


(i)            the proceeds of such Guaranteed Parent
Debt are contributed into the Bank Group in accordance with Clause 19.15 (Contributions to the Bank Group) and
applied towards the Group Business or in a business whose primary operations
are directly related to the Group Business; and


 


(ii)           any such guarantee is given on a
subordinated unsecured basis and is subject to the terms of the HYD
Intercreditor Agreement, the Group Intercreditor Agreement or any other
applicable intercreditor agreement in form satisfactory to an Instructing
Group;


 


(i)            Financial Indebtedness which is
expressly contemplated by the Steps Paper;


 


(j)            Financial Indebtedness which
constitutes Subordinated Funding, provided that each Senior Facilities Obligor
that is a debtor in respect of Subordinated Funding shall (and the Borrower
shall procure that each member of the Bank Group that is a debtor in respect of
Subordinated Funding shall) procure that the relevant creditor of such
Subordinated Funding, to the extent not already a party at the relevant time,
accedes to the Group Intercreditor Agreement and the HYD Intercreditor
Agreement, as appropriate, in such capacity, upon the granting of such
Subordinated Funding;


 


(k)           Financial Indebtedness arising under (i) Finance
Leases or (ii) Vendor Financing Arrangements, to the extent that such
Finance Leases and/or Vendor Financing Arrangements (x) comprise Existing
Vendor Financing Arrangements or any refinancing or rollover thereof or (y)
comprise Finance Leases and/or Vendor Financing Arrangements entered into after
the Merger Closing Date, provided that in the case of clause (x) and (y) the
aggregate principal amount thereof does not at any time exceed £150 million
plus the principal amount of such Finance Leases and Vendor Financing
Arrangements outstanding on the Merger Closing Date; and provided further that,
in each case, the relevant lessor or provider of Vendor Financing Arrangements
does not have the benefit of any Encumbrance other than over the assets the
subject of such Vendor Financing Arrangements and/or Finance Leases;


 


(l)            Financial Indebtedness relating to
deferral of PAYE taxes with the agreement of the Inland Revenue by any member
of the Bank Group;


 


(m)          Financial Indebtedness arising in respect
of Existing Performance Bonds or any performance bond, guarantee, standby
letter of credit or similar facility entered into by any member of the Bank
Group to the extent that cash is deposited as security for the obligations of
such member of the Bank Group thereunder; and


 


(n)           Financial Indebtedness not falling
within paragraphs (a) to (m) of any members of the Bank Group provided that the aggregate amount of such
Financial Indebtedness outstanding at any time when taken together with the
aggregate outstanding amount in respect of Finance Leases and Vendor Financing
Agreements entered into after the Merger Closing Date, does not exceed £300 


 


105

















 


million (or its equivalent in other
currencies) (less any portion of the basket utilised under paragraph (k) above)
and further provided that in the case of any Financial Indebtedness constituted
by an overdraft facility which operates on a gross/net basis, only the net
amount of such facility shall count towards such aggregate amount.


 


20.5        Dividends, Distributions
and Share Capital


 


No Obligor which is also a
Senior Obligor shall (and the Ultimate Parent shall procure that no member of
the Bank Group shall):


 


(a)           declare, make or pay any dividend (or
interest on any unpaid dividend), charge, fee or other distribution (whether in
cash or in kind) on or in respect of any of its shares;


 


(b)           redeem, repurchase, defease, retire or
repay any of its share capital, or resolve to do so;


 


(c)           repay or distribute any share premium
account; or


 


(d)           repay or otherwise discharge or purchase
any amount of principal of (or capitalised interest on) or pay any amount of
interest in respect of Subordinated Funding,


 


other than:


 


(i)            to the extent the share capital of such
Senior Facilities Obligor is held by one or more other Senior Facilities
Obligors or to the extent the share capital of any such member of the Bank
Group which is not a Senior Facilities Obligor is held by one or more other
members of the Bank Group;


 


(ii)           to the extent discharged in
consideration of a transfer of any non-cash asset the disposal of which is not
otherwise prohibited by this Agreement, by the waiver of any payment where no
cash consideration is given in respect of such waiver or by way of conversion
into any securities (including convertible unsecured loan stock), (or vice
versa), which do not involve any cash payments or by way of capital
contribution to the debtor in respect of such Subordinated Funding;


 


(iii)         to the extent required for the purpose of
making payments to:


 


(A) the indenture trustee for the Existing High
Yield Notes in respect of High Yield Trustee Amounts (as such term is defined
in the HYD Intercreditor Agreement);


 


(B) the indenture trustee for the New High
Yield Notes in respect of High Yield Trustee Amounts (as such term is defined
in the HYD Intercreditor Agreement); or


 


(C)  for the purpose of making payments in
respect of any similar amounts to the indenture trustee in respect of any High
Yield Refinancing;


 


(iv)          provided that no Event of Default has
occurred and is continuing or is likely to occur as a result thereof, to the
extent required to fund Permitted Payments;


 


(v)            at any time after the occurrence of an
Event of Default, to the extent required to fund Permitted Payments not
otherwise prohibited by the HYD Intercreditor Agreement and the Group
Intercreditor Agreement; or


 


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(vi)          to the extent such redemption,
repurchase, defeasance, retirement or repayment is in respect of a nominal
amount.


 


The Lenders hereby consent to any transaction
or matter to the extent expressly permitted under paragraphs (i) and (vi) above.


 


20.6        Disposals


 


No Obligor which is also a
Senior Obligor shall (and the Ultimate Parent shall procure that no member of
the Bank Group shall), without the prior written consent of an Instructing
Group, either in a single transaction or in a series of related transactions,
sell, transfer, lease or otherwise dispose of any shares in any of its
Subsidiaries or all or any part of its revenues, assets, other shares, business
or undertakings other than in the ordinary course of business or trading
(which, for the avoidance of doubt, includes mast sharing arrangements) and
other than:


 


(a)           any payment required to be made under
the Senior Facilities Finance Documents (including any payment required to be
made under any Alternative Baseball Financing);


 


(b)           the disposal of obsolete or surplus
assets no longer required for the efficient operation of the Group Business, on
arms’ length commercial terms;


 


(c)           disposals of cash, the lending or
repayment of cash or the disposal of Cash Equivalent Investments or Marketable
Securities, on arms’ length commercial terms where the same is not otherwise
restricted by the terms of the Finance Documents;


 


(d)           by a Senior Facilities Obligor to
another Senior Facilities Obligor, provided
that if such assets are subject to existing Senior Facilities
Security they remain so or will be made subject to Senior Facilities Security
(in form and substance substantially similar to the existing Senior Facilities
Security or otherwise in such form and substance as may reasonably be required
by the Senior Facility Agent) within 10 Business Days of such disposal;


 


(e)           disposals by a member of the Bank Group
which is not a Senior Facilities Obligor to another member of the Group;


 


(f)            disposals of assets on arms’ length
commercial terms where the cash proceeds of such disposal are reinvested within
12 months of the date of the relevant disposal in the purchase of replacement
assets by a member of the Bank Group, provided that where the relevant member
of the Bank Group that has made the disposal is a Senior Facilities Obligor,
such replacement assets are either subject to existing Senior Facilities
Security Documents granted by the relevant member of the Bank Group that has
acquired the replacement assets, or will be made subject to Senior Facilities
Security by such member of the Bank Group (in form and substance substantially
similar to the existing Senior Facilities Security or otherwise in such form
and substance as may reasonably be required by the Facility Agent) within 10
Business Days of the acquisition of such replacement assets;


 


(g)           disposals of any interest in real or
heritable property by way of a lease or licence granted by a member of the Bank
Group to another member of the Bank Group;


 


(h)           disposals of any assets pursuant to the
implementation of an Asset Passthrough or of any funds received pursuant to the
implementation of a Funding Passthrough;


 


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(i)            disposals of any accounts receivable on
arms’ length commercial terms pursuant to an asset securitisation programme or
one or more receivables factoring transactions provided that:


 


(i)            such disposal is conducted on a
non-recourse basis;


 


(ii)           the aggregate principal amount of all
such securitisations or factoring transactions conducted in reliance on this
paragraph (i) does not exceed £300 million (or its equivalent in other
currencies) at any time; and


 


(iii)         in the case of disposals arising pursuant
to an asset securitisation programme only, the proceeds of any such disposal
are applied in accordance with Clause 8.5 (Repayment
from Securitisations);


 


(j)            disposals of any shares or other
interests in any Project Company, Bank Group Excluded Subsidiary or Joint
Venture or the assignment of any Financial Indebtedness owed to a member of the
Bank Group by a Project Company, Bank Group Excluded Subsidiary or Joint
Venture;


 


(k)           disposals of assets, revenues or rights
of any member of the Bank Group arising from an amalgamation, consolidation or
merger of a member of the Bank Group with any other person which is permitted
by Clause 20.8 (Mergers);


 


(l)            disposals of accounts receivable which
have remained due and owing from a third party for a period of more than 90
days and in respect of which the relevant member of the Bank Group has
diligently pursued payment in the normal course of its business and where such
disposal is on non-recourse terms to such member of the Bank Group;


 


(m)          disposals of assets subject to finance or
capital leases pursuant to the exercise of an option by the lessee under such
finance or capital leases;


 


(n)           disposals of assets in exchange for the
receipt of assets of a similar or comparable value where the assets received by
any member of the Bank Group following such exchange are located in the United
Kingdom, Isle of Man, the Republic of Ireland or the Channel Islands, provided
that:


 


(i)            to the extent that the assets being
disposed of are subject to existing Senior Facilities Security, the assets
received following such exchange will be subject to the existing Senior
Facilities Security Documents, or will be made subject to Senior Facilities
Security (in form and substance substantially similar to the existing Senior
Facilities Security or otherwise in such form and substance as may reasonably
be required by the Senior Facility Agent) within 10 Business Days of such
disposal; and


 


(ii)           where the aggregate net book value of
all assets being exchanged in reliance on this paragraph (n) exceeds £10
million (or its equivalent in other currencies) in any Financial Quarter, there
is delivered to the Facility Agent, within 30 days from the end of such
Financial Quarter of the Bank Group, a certificate signed by two authorised officers
of the Company (given without personal liability) certifying that the assets
received by such member of the Bank Group in reliance on this paragraph (n)
during such Financial Quarter (i) are of a similar or comparable value to
the assets disposed of by such member of the Bank Group, and (ii) that
such assets are located in United Kingdom, Isle of Man, the Republic of Ireland
or the Channel Islands;


 


(o)           disposals constituting the surrender of
tax losses by any member of the Bank Group:


 


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(i)            to any Non-Bank Group UK Taxpayer to
the extent that the total amount of such Tax Losses aggregated with all other
Tax Losses surrendered in the same financial year in reliance on this paragraph
(o) does not exceed the Deductions Limit; and


 


(ii)           to any other member of the Group other
than a member of the Bank Group, where the surrendering company receives fair
market value for such tax losses from the relevant recipient,


 


provided that
no Tax Losses may be surrendered under sub-paragraph (ii) above unless no
later than 30 days after the proposed surrender, there is delivered to the
Facility Agent, a certificate signed by two authorised signatories of the
Company (given without personal liability), giving brief details of the
relevant transaction and certifying:


 


(A)          where the fair market value to the recipient
of any surrender of Tax Losses exceeds £15 million (or its equivalent in other
currencies), the fair market value received by the surrendering company in respect
of such Tax Losses, as determined by the Company, in its reasonable opinion,
after taking account of advice from its external tax advisers; and


 


(B)          that,
taking into account the aggregate amount of Tax Losses surrendered by members
of the Bank Group (whether in reliance on this paragraph (o) or otherwise) and
assuming that the financial performance of the Bank Group is in accordance with
the projections set out in the Agreed Business Plan), there is no reasonable
expectation that any member of the Bank Group will become a tax payer prior to
the Final Maturity Date in respect of the B1 Facility as a result of such
surrender of Tax Losses;


 


(p)           disposals of assets to and sharing
assets with any person who is providing services the provision of which have
been or are to be outsourced to that person by any member of the Bank Group
provided that:


 


(i)            the assets being disposed of in
reliance on this paragraph (p) shall be assets which relate to the services
which are the subject of such outsourcing;


 


(ii)           the projected cash cost to the Bank
Group of such outsourcing shall be less than the projected cash cost to the
Bank Group of carrying out such outsourced activities at the levels of service
to be provided by the service provider within the Bank Group;


 


(iii)         the economic benefits derived from any
such outsourcing contract shall be received by the Bank Group during the term
of such contract;


 


(iv)          the aggregate fair market value of the
assets disposed of shall not exceed 3.75% of Bank Group Consolidated Revenues
in any financial year; and


 


(v)            no later than 30 days after the date of
such outsourcing where the consideration payable in respect of the assets
subject to such disposal exceeds £10 million (or its equivalent in other
currencies), a duly authorised officer of the Company shall have provided to
the Facility Agent, a certificate (without personal liability) verifying each
of the matters set out in sub-paragraphs (i) to (iii) above and
certifying that as at the date of such certificate, the aggregate fair market
value of all assets disposed in reliance on this paragraph (p)


 


109

















 


during such financial year, does not exceed the threshold specified in
sub-paragraph (iv) above;


 


(q)                                  disposals
of assets pursuant to sale and leaseback transactions not constituting
Financial Indebtedness where the aggregate fair market value of any assets
disposed of in reliance on this paragraph (q) does not, together with the
aggregate principal amount of all outstanding Financial Indebtedness incurred
under paragraph (k) of Clause 20.4 (Financial
Indebtedness) exceed £150 million (or its equivalent in other
currencies) in any financial year of the Company and any disposals of assets
pursuant to sale and leaseback transactions constituting Financial Indebtedness
to the extent such Financial Indebtedness is permitted under this Agreement;


 


(r)                                  disposals
of any Hedging Agreements no longer required for the purpose for which it was
originally entered into;


 


(s)                                  disposals
of non-core assets acquired in connection with a transaction permitted under
Clause 20.13 (Acquisitions and Investments);


 


(t)                                    any
disposal of all or part of “NTL – Business Segment” pursuant to a Business
Division Transaction;


 


(u)                                 any
disposals constituted by licences of intellectual property rights permitted by
Clause 19.6 (Intellectual Property);


 


(v)                                   any
disposal of assets made pursuant to the establishment of a Permitted Joint
Venture or any disposal of assets to a Permitted Joint Venture which is
permitted within the scope of the provisions contained in Clause 20.9 (Joint Ventures); and


 


(w)                                disposals
of assets not otherwise permitted under this Clause 20.6 provided that the
aggregate fair market value of the assets disposed of during any given
financial year in reliance on paragraphs (p) and (q) above and on this
paragraph (w) does not exceed in respect of any financial year of the Bank
Group, 12.5% of Bank Group
Consolidated Revenues for the preceding financial year of the Bank Group,
calculated by reference to the annual financial information for the Bank Group
delivered in respect of the preceding financial year of the Bank Group pursuant
to paragraph (b)(ii) of Clause 17.1 (Financial
Statements);


 


provided that in respect of any Disposal permitted under paragraphs (i),
(m), (o)(ii), (q) and (w) above:


 


(A)                               such disposal shall be on arm’s
length commercial terms (or in the case of paragraph (o)(ii) such
disposals are for fair market value from the perspective of the surrendering
company);


 


(B)                               at least 75% of the consideration
for such disposal shall be comprised of cash, Cash Equivalent Investments,
Marketable Securities or Additional Assets, provided that the aggregate amount
of consideration received by way of Marketable Securities shall not (valued as
at the relevant time of receipt of any Marketable Securities) at any time
exceed £50 million (or its equivalent in other currencies) and provided further
that any Cash Equivalent Investments, Marketable Securities and/or Additional
Assets acquired pursuant to any such disposal are monetized within 3 months of
the expiry of any lock-up arrangement entered into by the relevant member of the
Bank Group making such disposal with any third party (where such lock-up
arrangement has a term not exceeding 12 months); and


 


(C)                               in respect of any disposal the
fair market value of which exceeds £35 million (or its equivalent in other
currencies) no later than 30 days after the date of such disposal, there shall
have been


 


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delivered to the Facility Agent, a certificate signed by two authorised
officers of the Borrower providing brief details of the transaction and
certifying (in each case, to the extent applicable) (1) (other than in
respect of disposals under paragraph (o)(ii) above) such disposal shall be
on arm’s length commercial terms or (in the case of paragraph (o)(ii) such
disposals are for fair market value from the perspective of the surrendering
company), (2) that not less than 75% of the consideration for such
disposal shall be in cash, Cash Equivalent Investments, Marketable Securities
or Additional Assets, and (3) to the extent any of the consideration will
include Marketable Securities, the name, amount and other brief details of such
Marketable Securities.


 


20.7                        Change of
Business


 


No Obligor which is also a Senior Obligor shall (and the Ultimate Parent
shall procure that no member of the Bank Group shall), without the prior
written consent of an Instructing Group or save as otherwise permitted by the
terms of this Agreement make any change in the nature of its business as
carried on immediately prior to the Original Execution Date, which would give
rise to a substantial change in the business of the Bank Group taken as a
whole, provided that this Clause 20.7 shall not be breached by a Senior
Facilities Obligor or any member of the Bank Group making a disposal permitted by Clause 20.6
(Disposals), an acquisition or
investment permitted by Clause 20.13 (Acquisitions
and Investments) or entering into any joint venture permitted by
Clause 20.9 (Joint Ventures).


 


20.8                        Mergers


 


No Obligor which is also a Senior Obligor shall (and the Ultimate Parent
shall procure that no member of the Bank Group shall), without the prior
written consent of an Instructing Group, amalgamate, consolidate or merge with
any other person unless:


 


(a)                                  such
amalgamation, consolidation or merger is between two Senior Facilities Obligors
or a Senior Facilities Obligor and another member of the Group where the Senior
Facilities Obligor will be the surviving entity;


 


(b)                                  such
amalgamation, consolidation or merger is between two members of the Bank Group
which are not Senior Facilities Obligors;


 


(c)                                  such
amalgamation, consolidation, or merger constitutes an acquisition permitted
under Clause 20.13 (Acquisitions and
Investments);


 


(d)                                  any
member of the Bank Group liquidates or dissolves in either case on a solvent
basis and, with respect to Senior Facilities Obligors, on a basis that is in
accordance with the provisions of Clause 20.19 (Solvent Liquidation),


 


(e)                                  such
amalgamation, consolidation or merger is by a Senior Facilities Obligor (the “Original Entity”) into one or more entities
(each a “Merged Entity”), provided
that:


 


(i)                                    such
Merged Entity is a Senior Facilities Obligor and is liable for the obligations
of the relevant Original Entity under the Senior Facilities Agreement and the
Senior Facilities Security which remain unaffected thereby and entitled to the
benefit of all the rights of such Original Entity;


 


(ii)                                if
required by the Senior Facility Agent, such Merged Entity has entered into one
or more Senior Facilities Security Documents which provide security over the
same assets of at least an equivalent nature and ranking to the security
provided by the relevant Original


 


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Entity pursuant to any Senior Facilities Security entered into by them
and any possibility of the Security referred to in this paragraph or paragraph (iii) below
being challenged or set aside is not greater than any such possibility in
relation to the Senior Facilities Security entered into by or in respect of the
share capital of any relevant Original Entity;


 


(iii)                            (if
all or any part of the share capital of the relevant Original Entity was
charged pursuant to one or more Senior Facilities Security Documents) the
equivalent part of the issued share capital of such Merged Entity is
charged pursuant to Senior Facilities Security on terms of at least an
equivalent nature and ranking as the Senior Facilities Security relating to the
shares in the relevant Original Entity; and


 


(iv)                               the
Facility Agent is satisfied (acting reasonably) that all the property and other
assets of the relevant Original Entity are vested in the Merged Entity and that
the Merged Entity has assumed all the rights and obligations of the relevant
Original Entity under all material Necessary Authorisations; and


 


(f)                                    transactions
that are expressly contemplated by the Steps Paper,


 


provided that in the case of paragraphs (a), (b), (c) and (e) only,
no later than 10 Business Days prior to the proposed amalgamation,
consolidation or merger a duly authorised officer of the Company shall have
delivered to the Facility Agent (in form and substance satisfactory to the
Facility Agent, acting reasonably) a certificate verifying compliance with the
relevant matters set out in such paragraph and to the extent deemed necessary,
the Facility Agent shall have received appropriate advice from counsel in any
relevant jurisdiction that such amalgamation, consolidation or merger (1) will
not result in the breach of any applicable law or regulation in any material
respect and (2) in the case of an amalgamation, consolidation or merger
involving a Senior Facilities Obligor, will not have a materially adverse
impact upon any of the obligations owed by such Senior Facilities Obligor to
the Senior Facilities Finance Parties or upon the Senior Facilities Security
granted by such Senior Facilities Obligor under any Senior Facilities Security
Document.


 


20.9                        Joint
Ventures


 


No Obligor which is also a Senior Obligor shall (and the Ultimate Parent
shall procure that no member of the Bank Group shall) enter into, make any
loans, distributions or other payments to, give any guarantees for the
Financial Indebtedness of, or acquire any interest or otherwise invest in, any
Joint Venture, other than:


 


(a)                                  an
acquisition of any interest in or any investment in any member of the UKTV
Group;


 


(b)                                  pursuant
to any loan or other funding arrangement in accordance with any Existing UKTV
Group Loan Stock (including the funding of any undrawn amount thereunder as at
the date hereof); or


 


(c)                                  the
acquisition of any interest in or any investment in, any Joint Venture
constituting a Business Division Transaction, provided that the Net Proceeds of
any such transaction shall be applied in prepayment of the Facility or retained
within the Bank Group; or


 


(d)                                  any
other Joint Venture not contemplated by paragraphs (a) to (c) above,
which is engaged in a business substantially the same as or reasonably related
or complimentary to, that carried on by the Bank Group and in any financial
year, the aggregate of:


 


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(i)                                    all
amounts invested or any interests acquired in any Joint Venture by members of
the Group; and


 


(ii)                                any
loans made or any guarantees given for Financial Indebtedness of any Joint
Venture,


 


does not exceed 3.25% of Bank Group Consolidated Revenues for the
preceding financial year, calculated by reference to the annual financial
information for the Bank Group delivered in respect of that preceding financial
year of the Bank Group pursuant to Clause 17.1 (Financial Statements), provided that any loans or
investments made by way of Asset Passthrough and any payments made in respect
of transactions conducted on an arm’s length basis or in the ordinary course of
trading with any Joint Venture, shall not be included in the calculation of
such amount.


 


20.10                 Transactions
with Affiliates


 


No Obligor which is also a Senior Obligor shall (and the Ultimate Parent
shall procure that no member of the Bank Group shall), without the prior
written consent of an Instructing Group, enter into any arrangement, contract
or transaction with any other member of the Group which is not a Senior
Facilities Obligor, other than:


 


(a)                                  transactions expressly permitted by the
Finance Documents;


 


(b)                                  transactions between a member of the Bank
Group that is not a Senior Facilities Obligor with any other member of the Bank
Group that is not a Senior Facilities Obligor;


 


(c)                                  transactions in the ordinary course of
business and either on no worse than arm’s length terms or, where there is no
available market by which to assess whether such a transaction is on no worse
than arm’s length terms, on terms such that the transaction is financially fair
to the relevant Senior Facilities Obligor or, as the case may be, other
member of the Bank Group;


 


(d)                                  transactions with any member of the Group in
relation to management services conducted at not less than Cost on behalf of
such member of the Group;


 


(e)                                  tax sharing agreements or arrangements to
surrender tax losses and payments made pursuant thereto, to the extent such
transactions are not prohibited by this Agreement;


 


(f)                                    transactions relating to the provision of
Intra-Group Services;


 


(g)                                 transactions to effect either an Asset
Passthrough or a Funding Passthrough;


 


(h)                                 transactions either on terms and conditions
(including, without limitation, as to any reasonable fees payable in connection
with such transactions) not substantially less favourable to the relevant
Senior Facilities Obligor or, as the case may be, other member of the Bank
Group than would be obtainable at such time in comparable arm’s length
transactions with an entity which is not an Affiliate or, where there is no
comparable arm’s length transaction by which to assess whether such a
transaction is on terms and conditions not substantially less favourable to the
relevant Senior Facilities Obligor or, as the case may be, other member of
the Bank Group, on such terms and conditions (including, without limitation, as
to any fees payable in connection with such transaction) that the transaction
is financially fair to the relevant Obligor or, as the case may be, other
member of the Bank Group;


 


113

















 


(i)                                    any transaction to which one or more Senior
Facilities Obligors and one or more members of the Group who are not Senior
Facilities Obligors are party where the sole purpose of such transaction is for
such Senior Facilities Obligors and members of the Group to effect a
transaction with a person who is not a member of the Group;


 


(j)                                    insurance
arrangements entered into in the ordinary course of business with a Captive
Insurance Subsidiary;


 


(k)                                transactions relating to capital
contributions between members of the Group or the amendment of the terms of any
loans made by or any convertible unsecured loan stock or other securities
issued by any member of the Group to any other member of the Group (whether by
way of conversion of loans to convertible unsecured loan stock or vice versa or
otherwise) or the capitalisation of, or the waiver of or the repayment of,
loans made by or any convertible unsecured loan stock issued by any member of
the Group to any other member of the Group;


 


(l)                                    transactions relating to Excess Capacity
Network Services provided that the price payable by any member of the Group in
relation to such Excess Capacity Network Services is no less than the Cost
incurred by the relevant member of the Bank Group in providing such Excess
Capacity Network Services;


 


(m)                              transactions constituting Subordinated
Funding;


 


(n)                                 transactions constituting Permitted Payments;


 


(o)                                  any other transaction or arrangement
permitted under Clause 20.3 (Loans and
Guarantees), Clause 20.4 (Financial
Indebtedness), Clause 20.5 (Dividends,
Distributions and Share Capital), Clause 20.6 (Disposals), Clause 20.8 (Mergers), Clause 20.9 (Joint Ventures), or Clause 20.13 (Acquisitions and Investments).


 


20.11                 Change in
Financial Year


 


No Obligor which is also a Senior Obligor shall (and the Ultimate Parent
shall procure that neither the Parent nor any member of the Bank Group shall),
without the prior consent of the Facility Agent, change the end of its
financial year from 31 December.


 


20.12                 Limitations
on Hedging


 


No Obligor which is also a Senior Obligor shall (and the Ultimate Parent
shall procure that no member of the Bank Group shall) enter into any Hedging
Agreement other than:


 


(a)                                  the Hedging Agreements listed in Part 6
of Schedule 10 (Existing Hedging
Agreements);


 


(b)                                  Hedging Agreements specifically required
under Clause 19.9 (Hedging); or


 


(c)                                  any Hedging Agreement in respect of spot or forward
foreign exchange transactions or currency swaps entered into in connection with
such member of the Bank
Group’s business, which is not entered into for investment or speculative
purposes and, for the avoidance of doubt (subject to the provisions of Clause
20.10 (Transactions with Affiliates),
any such Hedging Agreement may be entered into with another member of the
Group.


 


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20.13                 Acquisitions
and Investments


 


No Obligor which is also a Senior Obligor shall (and the Ultimate Parent
shall procure that no member of the Bank Group shall) purchase, subscribe for
or otherwise acquire or invest in any shares (or other securities or any
interest in it) in, or incorporate, any company or acquire (by subscription or
otherwise) or invest in any business or (save in the ordinary course of
business) purchase or otherwise acquire any other assets other than:


 


(a)                                  the purchase of or investment in Cash
Equivalent Investments or Marketable Securities (including without limitation
by way of consideration in respect of any disposal as contemplated in the
proviso to Clause 20.6 (Disposals)
and subject to the conditions set out therein);


 


(b)                                  the incorporation of a company or the
acquisition of an “off-the-shelf” company which is or becomes a member of the Bank Group;


 


(c)                                  any acquisition by any member of the Bank
Group in connection with a disposal permitted by the provisions of Clause 20.6
(Disposals) and any acquisition
or subscription by a member of the Bank Group of shares issued by a Subsidiary
of any Senior Facilities Borrower or a Subsidiary of NTL Communications Limited
which in any such case, is a member of the Bank Group which will, after the
acquisition of such shares become a wholly owned direct or indirect Subsidiary
of the Company or NTL Communications Limited as the case may be, provided that if the other shares of such Subsidiary are
subject to existing Senior Facilities Security, either (i) such newly
issued shares shall also be subject to Senior Facilities Security (in form and
substance substantially similar to any existing Senior Facilities Security or
otherwise in such form and substance as may be reasonably required by
the Senior Facility Agent) upon their issue or (ii) such shares shall be
made subject to Senior Facilities Security (in form and substance
substantially similar to any existing Senior Facilities Security or otherwise
in such form and substance as may be reasonably required by the
Senior Facility Agent) within 10 Business Days of their issue;


 


(d)                                  the acquisition of any shares in NTL South
Herts or the acquisition of any interests in the limited partners of South
Hertfordshire United Kingdom Fund, Ltd.;


 


(e)                                  any acquisition made by a member of the Bank
Group pursuant to the implementation of an Asset Passthrough or a Funding
Passthrough;


 


(f)                                    any acquisition expressly contemplated by the
Steps Paper;


 


(g)                                 any acquisition by any member of the Bank
Group of any loan receivable, security or other asset by way of capital
contribution or in consideration of the issue of any securities or of
Subordinated Funding;


 


(h)                                 any acquisition of shares, assets, revenues
or rights arising from an amalgamation, consolidation or merger of a member of
the Bank Group with any other person which is permitted by Clause 20.8 (Mergers);


 


(i)                                    the acquisition of any leasehold interest in
any assets which are the subject of a sale and leaseback permitted by the
provisions of paragraph (q) of Clause 20.6 (Disposals);


 


(j)                                    any acquisition of or investment in any Joint
Venture permitted by Clause 20.9 (Joint
Ventures);


 


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(k)                                any purchase or acquisition of assets or
revenues by a member of the Bank Group from a member of the Bank Group,
provided that the disposal of such assets or revenues by the relevant member of
the Bank Group is permitted under Clause 20.6 (Disposals);


 


(l)                                    arising
from the conversion of any company (the “Original
Company”) from one form of organisation into another form of
organisation provided that (i) if, prior to the time of such conversion,
the Security Trustee under the Senior Facilities Agreement has the benefit of
Senior Facilities Security over the shares of such Original Company or such
Original Company is a Senior Facilities Obligor, then the Ultimate Parent shall
ensure that the Security Trustee under the Senior Facilities is provided with
Senior Facilities Security over the equivalent ownership interests in, and
substantially all of the assets of, the converted organisation, of at least an
equivalent nature and ranking to the Senior Facilities Security previously
provided by the Original Company and (ii) the Security Trustee under the
Senior Facilities is satisfied that any possibility of the additional Senior
Facilities Security referred to in this paragraph being challenged or set aside
is not greater than any such possibility in relation to the Senior Facilities
Security entered into by or in respect of the share capital of the Original
Company;


 


(m)                              the
Baseball Acquisition;


 


(n)                                 the
Alternative Baseball Acquisition, provided that:


 


(i)                                    the total
cash payment for such acquisition (including the assumption of debt) does not
exceed £500 million;


 


(ii)                                at the time
of completion of such Alternative Baseball Acquisition, no Event of Default has
occurred or in continuing or would occur as a result of such acquisition; and


 


(iii)                            after
giving pro forma effect for such Alternative Baseball Transaction, the Bank
Group continue to be in compliance with Clause 18.2 (Ratios);


 


(o)                                  any acquisition (a “Permitted Acquisition”) of a person carrying on any business
similar and/or complementary to the Group (the “Acquiree”), provided
that in each case:


 


(i)                                    no Default is continuing on the closing date
for the Permitted Acquisition or would occur as a result of the Additional
Acquisition;


 


(ii)                                the aggregate consideration for the Permitted
Acquisition (including any assumed indebtedness, or other assumed actual or
contingent liability and any associated fees and expenses) (the “Total Purchase Price”) is funded entirely from (A) the
proceeds of New Equity and (B) up to £200 million in aggregate of
available cash within the Group or Financial Indebtedness permitted by this
Agreement.


 


(iii)                            the Acquiree has positive earnings before
tax, depreciation and amortisation calculated on the same basis as Consolidated
Operating Cashflow for the previous financial year ending on the last day of
the last financial quarter of the then current financial year of such company
or business for which financial statements are available;


 


(iv)                               in the case of the acquisition of all of the
issued share capital of the Acquiree, as soon as reasonably practicable, but in
any case within 90 days from the completion of the Permitted Acquisition, the
Acquiree (and the acquirer, as applicable) must, to the extent required by
Clause 24.12 of the Senior Facilities Agreement, accede as a Senior Facilities


 


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Guarantor
in accordance with the provisions of Clause 26.2 of the Senior Facilities
Agreement;


 


(v)                                   in the case of the acquisition of a business
or undertaking carried on as a going concern of the Acquiree, as soon as
reasonably practicable, but in any case within 90 days from the completion of
the Permitted Acquisition, the acquirer, to the extent that it is a Senior
Facilities Obligor, must give Senior Facilities Security over the assets
acquired by executing Senior Facilities Security Documents, in form and
substance satisfactory to the Senior Facility Agent and to the extent it
becomes a Material Subsidiary, it shall accede to the Senior Facilities
Agreement as a Senior Facilities Guarantor in accordance with the provision of
Clause 26.2 of the Senior Facilities Agreement;


 


(vi)                               for any Permitted Acquisition the Total
Purchase Price of which is in excess of £100 million, the Ultimate Parent must
procure that the Company provides to the Facility Agent (to the extent
practicable not later than 5 Business Days prior to the proposed acquisition):


 


(A)                               copies of
all due diligence reports (if any) commissioned by the Company or any relevant
member of the Bank Group in respect of the proposed Permitted Acquisition;


 


(B)                               copies of
all sale and purchase documents relating to the proposed Permitted Acquisition,
in each case duly executed and delivered by all parties thereto, together with
confirmation that all material Authorisations for such acquisition have been
made, obtained and are in full force and effect;


 


(C)                               an updated
Budget amended to reflect the proposed Permitted Acquisition; and


 


(vii)                           the Ultimate Parent will procure
that the Company provides to the Facility Agent a certificate signed by the chief financial officer of the
Company showing in reasonable detail that:


 


(A)                               it would have remained in compliance with the
obligations under Clause 18 (Financial
Condition) if the covenants tested therein were recalculated for the
most recent Quarter Date for which quarterly financial information is
available, such recalculation to be made by reference to the financial
statements of the Acquiree consolidated with the financial statements of the Bank Group for such period on a pro
forma basis and as if the consideration for the proposed acquisition had been
paid at the start of that relevant testing period ending on that Quarter Date
and any borrowings incurred in connection with the acquisition or since the
last day of the relevant testing period had been incurred on the first day of
the relevant testing period and (to the extent agreed by the Facility Agent,
acting reasonably) to any reasonably identifiable cost savings and other
synergies which are reasonably expected to result from the Permitted
Acquisition; and


 


(B)                               it will be in compliance with the obligations
under Clause 18 (Financial Condition)
as at the end of the next Financial Quarter, such compliance to be demonstrated
on a pro forma basis by reference to the financial statements of the Acquiree,
consolidated with the financial statements of the Bank Group for such period
and (to the extent agreed by the Facility Agent, acting reasonably) to any


 


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reasonably
identifiable cost savings and other synergies which are reasonably expected to
result from the Permitted Acquisition; and


 


(p)                                  acquisitions not falling within paragraphs (a) to
(o) above provided that the aggregate consideration for the
acquisitions permitted by this paragraph (p) shall not exceed £300 million.


 


20.14                 High Yield
Notes


 


Save to the extent expressly permitted under the terms of the HYD
Intercreditor Agreement, without the consent of an Instructing Group, the
Ultimate Parent shall procure that:


 


(a)                                  with respect to NTL Cable only:


 


(i)                                    it will not transfer any of its rights or
obligations under the Existing High Yield Notes or agree any amendment to the
Existing High Yield Notes (i) relating to the increase in the amount of or
the bringing forward of the date of any payment of principal, interest, fees or
other amounts payable thereunder or (ii) changing the currencies in which
the Existing High Yield Notes are denominated as at the Merger Closing Date
(other than in the case where the United Kingdom becomes a Participating Member
State); or


 


(ii)                                in relation to any High Yield Refinancing
permitted under the terms of this Agreement, it will not change any of the
original terms under which such High Yield Refinancing was issued, where such
terms relate to the conditions of such High Yield Refinancing set out in the
definition thereof; or


 


(b)                                  with respect to the Company, it will not
agree any amendment to the guarantee granted by it in respect of obligations of
NTL Cable under the Existing High Yield Notes or any guarantee granted in
respect of the High Yield Refinancing and which is granted in accordance with
the terms of paragraph (e) of Clause 20.4 (Financial Indebtedness),


 


in each case, other than amendments of an administrative or technical
nature.


 


20.15                 No
Restrictions on Payments


 


No Obligor which is also a Senior Obligor shall (and the Ultimate Parent
shall procure that no member of the Bank Group shall) enter into any agreement,
transaction or other arrangement which restricts or attempts to restrict such
Obligor or other member of the Bank Group from making any payments or other
distributions in cash to any other member of the Bank Group, if any such
restriction affects the ability of the Senior Facilities Obligors as a whole to
comply with the payment obligations under the Senior Facilities Finance
Documents or is reasonably likely to result in the incurrence of significant
costs, or any significant increase in, any costs and expenses payable by or any
taxes owing by the Bank Group as a whole or is reasonably likely to result in a
significant increase in any taxes in any material amount owing by the Bank
Group as a whole, other than pursuant to or as contemplated by the Finance Documents
or the Senior Facilities Finance Documents.


 


20.16                 Holdco
Covenants


 


No Obligor which is a member of the Bridge Group shall (and the Ultimate
Parent shall procure that neither any other member of the Bridge Group nor the
Parent shall) trade, carry on any business, own any material assets or incur
any material liabilities except for:


 


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(a)                                  the carrying on business of and the provision
of administrative services to members of the Bridge Group or the Bank Group of
a type customarily provided by, a holding company to its Subsidiaries;


 


(b)                                  the ownership of shares in its Subsidiaries,
intergroup debit balances, intergroup credit balances and other credit
balances, in each case in bank accounts and cash, provided that:


 


(i)                                    any
shares held by the Parent in the Company, or any intergroup credit balances
owed to the Parent by a Senior Facilities Obligor shall be:


 


(A)                              subject to Senior Facilities Security and Security; and


 


(B)                                to the extent applicable, subject to the provisions of the HYD
Intercreditor Agreement or the Group Intercreditor Agreement; and


 


(ii)                                any
shares held by a member of the Bridge Group in an Obligor shall be subject to Security; and


 


(iii)                            any
obligations in respect of intergroup credit balances owed to a member of the
Group by an Obligor shall be expressly subordinated for the benefit of the
Finance Parties to the prior payment in full of all sums payable by such
Obligor under each of the Finance Documents on terms satisfactory to the Facility
Agent, acting reasonably;


 


(c)                                  any rights and liabilities arising under the
Finance Documents, the Senior Facilities Finance Documents, the Existing High
Yield Notes, the New High Yield Notes, any High Yield Refinancing and the
Merger Documents.


 


(d)                                  having rights and liabilities under any
hedging arrangements which are entered into by it  pursuant to clause 19.9 (Hedging) of this Agreement;


 


(e)                                  incurring liabilities for or in connection
with Taxes or arising by operation of law;


 


(f)                                    in respect of any service contracts for any
directors or employees of that member of the Bridge Group or the Parent entered
into on arm’s length terms;


 


(g)                                 in
respect of activities carried on as at the date of this Agreement by members of
the Bridge Group provided that such activities (A) are not carried on by
any Parent Entity, (B) do not give rise to any material liability that is
recourse to any Parent Entity and (C) are not material in the context of
the Bridge Group taken as a whole (and for the purposes of this sub-paragraph (i) “Parent
Entity” means any member of the Bridge Group of which any Senior Facilities
Obligor is a direct or indirect Subsidiary);


 


(h)                                 in respect of any Parent Debt permitted
pursuant to Clause 20.18 (Parent Debt);
and


 


(i)                                    in
respect of transactions that are expressly contemplated by the Steps Paper.


 


20.17                 No
Amendments


 


(a)                                  No Obligor shall (and the
Ultimate Parent shall procure
that no member of the Bridge Group or the Bank Group shall) amend (i) the
Tax Cooperation Agreement (to the extent it is a party thereto) or (ii) its
constitutional documents, in each case in a manner which could reasonably be


 


119

















 


expected
to have a Material Adverse Effect other than with the prior written consent of
an Instructing Group or where required by law (provided that, in the case of
the latter, such amendment could not reasonably be expected to have a Material
Adverse Effect);


 


(b)                                  The
Ultimate Parent shall procure
that except as permitted by the HYD Intercreditor Agreement and the Group
Intercreditor Agreement, no amendment is made to:


 


(i)                                    any New High Yield Notes; or


 


(ii)                                the Existing High Yield Notes,


 


in each case, in a manner which could reasonably be expected to have a
Material Adverse Effect other than with the prior written consent of the
Instructing Group or where required by law.


 


20.18                 Parent Debt


 


The Ultimate Parent shall not (and shall procure that none of its
Subsidiaries (other than a member of the Bank Group) shall) incur, create or
permit to subsist or have outstanding any Financial Indebtedness or enter into
any agreement or arrangement whereby it is entitled to incur, create or permit
to subsist any Financial Indebtedness unless the Ultimate Parent can
demonstrate by reference to the quarterly financial information for the Group
most recently delivered pursuant to Clause 17.1 (Financial Statements) that the Leverage Ratio (adjusted in
the case of the Consolidated Net Debt element, to take account of the Financial
Indebtedness in question and any other Financial Indebtedness raised by the
Ultimate Parent or such Subsidiary since the date of such quarterly financial
information) is not more than 4.25:1 for the period of four consecutive
financial quarters ended on the last day of the financial quarter in respect of
which such quarterly financial information was delivered provided that the
foregoing limitations shall not apply to:


 


(a)                                  any Financial Indebtedness arising
under or pursuant to the Senior Facilities Finance Documents;


 


(b)                                  any Financial Indebtedness incurred
(including any such Financial Indebtedness existing as at the Original
Execution Date) by any member of the Group (other than a member of the Bank
Group) and owed to any other member of the Group;


 


(c)                                  any
Financial Indebtedness incurred by any member of the Group (other than a member
of the Bank Group) which, if it had been incurred by a Senior Facilities
Borrower at such time, would be permitted to be incurred pursuant to Clause
20.4 (Financial Indebtedness) provided that if
any basket or threshold contained in Clause 20.4 (Financial
Indebtedness) is utilized by any member of the Group (other than a
member of the Bank Group) pursuant to this paragraph (c), such basket or
threshold shall be reduced by a corresponding amount and shall thereafter be
unavailable for use by any member of the Bank Group;


 


(d)                                  any
Financial Indebtedness incurred by any member of the Group (other than a member
of the Bank Group) to refinance all or any part of the Senior Facilities
Outstandings, including the payment of all principal, interest, fees, expenses,
commissions, make-whole and any other contractual premium payable, in respect
of such Senior Facilities Outstandings and any fees, costs and expenses
incurred in connection with such refinancing;


 


(e)                                  the Facility, the Exchange Notes, the
Existing High Yield Notes, any New High Yield Notes or any High Yield
Refinancings; and


 


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(f)                                    any
Financial Indebtedness incurred by any Permitted Joint Venture.


 


20.19                 Solvent
Liquidation


 


(a)                                  No
Obligor (for these purposes, as used in this paragraph (a), a “Predecessor Obligor”) shall, without the
prior written consent of an Instructing Group, liquidate on a solvent basis
(for purposes of this paragraph (a), the “Solvent
Liquidation”) unless:


 


(i)                                    on or prior
to the Solvent Liquidation, an entity (for purposes of this paragraph (a), the “Successor
Entity”) acquires substantially all of the assets and assumes
substantially all of the liabilities of the Predecessor Obligor (for purposes of this paragraph (a), a “Liquidation Transfer”), excluding any
rights under contracts that cannot be assigned or liabilities that will be
satisfied or released upon the Solvent Liquidation, on an arms’ length basis
and for full consideration;


 


(ii)                                the Successor Entity is organised in the same
jurisdiction as that in which the Predecessor Obligor is organised and is an
existing Obligor;


 


(iii)                            the Successor Entity does not incur any
additional material liabilities in connection with the Solvent Liquidation
other than those which are to be transferred to it by the Predecessor Obligor
but which did not arise directly as a result of the Solvent Liquidation;


 


(iv)                               to the extent previously provided in respect
of the shares of the Predecessor Obligor, the Finance Parties are granted a
first ranking security interest over the shares of the Successor Entity;


 


(v)                                   no Event of Default has occurred and is
continuing or would arise from the Liquidation Transfer or the Solvent
Liquidation; and


 


(vi)                               immediately after the Solvent Liquidation,
the following documents are delivered to the Facility Agent each in a form previously
approved by the Facility Agent (acting on the instructions of an Instructing
Group):


 


(1)                                 copies of solvency
declarations of the directors of the Successor Entity confirming to the best of
their knowledge and belief, that the Successor Entity was balance sheet solvent
immediately prior to and after the Solvent Liquidation, accompanied by any report by the auditors or other
advisers of the relevant Successor Entity on which such directors have relied
for the purposes of giving such declaration;


 


(2)                                 copies of the resolutions
of the Predecessor Obligor and the Successor Entity (to the extent required by
law) approving the Liquidation Transfer and/or the Solvent Liquidation (as
applicable);


 


(3)                                 copies of the statutory
declarations of the directors of the Predecessor Obligor (to the extent
required by law) given in connection with Solvent Liquidation;


 


(4)                                 a copy of the executed
transfer agreement relating to the Liquidation Transfer; and


 


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(5)                                 the legal opinion from the Successor Entity’s counsel
confirming (i) the due capacity and incorporation of each of the Successor
Entity and the Predecessor Obligor, (ii) the power and
authority of the Successor Entity to enter into and perform its
obligations under this Agreement and any other Finance Document to which it is
a party and (iii) that the transfer agreement giving effect to the Liquidation
Transfer is legally binding and enforceable in accordance with its terms.


 


(b)                                  No Senior Facilities Obligor (for these
purposes, as used in this paragraph (b), a “Predecessor
Obligor”) shall, without the prior written consent of an Instructing
Group, liquidate on a solvent basis (for purposes of this paragraph (b), the “Solvent Liquidation”) unless:


 


(i)                                    on or prior
to the Solvent Liquidation, an entity (for purposes of this paragraph (b), the “Successor
Entity”) acquires substantially all of the assets and assumes
substantially all of the liabilities of the Predecessor Obligor (for purposes of this paragraph (b), a “Liquidation Transfer”), excluding any
rights under contracts that cannot be assigned or liabilities that will be
satisfied or released upon the Solvent Liquidation, on an arms’ length basis
and for full consideration;


 


(ii)                                the Successor Entity is organised in the same
jurisdiction as that in which the Predecessor Obligor is organised and is
either:


 


(x)           an existing Senior Facilities Obligor; or


 


(y)         a Subsidiary of the Company that is entitled to
become (and subsequently does become) a Senior Facilities Obligor in accordance
with the provisions of Clause 26.1 or Clause 26.2 of the Senior Facilities
Agreement; and


 


(iii)                            the Successor Entity does not incur any
additional material liabilities in connection with the Solvent Liquidation
other than those which are to be transferred to it by the Predecessor Obligor
but which did not arise directly as a result of the Solvent Liquidation;


 


(iv)                               to the extent previously provided in respect
of the shares of the Predecessor Obligor, the Finance Parties are granted a
first ranking security interest over the shares of the Successor Entity;


 


(v)                                   no Event of Default has occurred and is
continuing or would arise from the Liquidation Transfer or the Solvent
Liquidation;


 


(vi)                               immediately after the Solvent Liquidation,
the following documents are delivered to the Senior Facility Agent each in a form previously
approved by the Senior Facility Agent (acting on the instructions of a Senior
Facilities Instructing Group):


 


(1)                                 copies of solvency
declarations of the directors of the Successor Entity confirming to the best of
their knowledge and belief, that the Successor Entity was balance sheet solvent
immediately prior to and after the Solvent Liquidation, accompanied by any report by the auditors or other
advisers of the relevant Successor Entity on which such directors have relied
for the purposes of giving such declaration;


 


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(2)                                 copies of the resolutions
of the Predecessor Obligor and the Successor Entity (to the extent required by
law) approving the Liquidation Transfer and/or the Solvent Liquidation (as
applicable);


 


(3)                                 copies of the statutory
declarations of the directors of the Predecessor Obligor (to the extent
required by law) given in connection with Solvent Liquidation;


 


(4)                                 a copy of the executed
transfer agreement relating to the Liquidation Transfer; and


 


(5)                                 the legal opinion from the Successor Entity’s counsel
confirming (i) the due capacity and incorporation
of each of the Successor Entity and the Predecessor Obligor, (ii) the power and authority of the Successor Entity to enter into
and perform its obligations under this Agreement and any other Finance
Document to which it is a party and (iii) that the transfer agreement
giving effect to the Liquidation Transfer is legally binding and enforceable in
accordance with its terms.


 


20.20                 ERISA


 


The Ultimate Parent shall procure that neither any Senior Facilities Obligor nor any ERISA
Affiliate shall maintain or contribute to (or have an obligation to contribute
to) a Plan subject to Title IV or Section 302 of ERISA and/or Section 412
of the Code or to a Multiemployer Plan which could reasonably be expected to give rise to a material
liability to any Senior Facilities Obligor or any Finance Party.


 


21.                               ACCEDING
GROUP COMPANIES


 


21.1                        Acceding
Guarantors


 


(a)                                  Subject
to paragraph (b) below, the Ultimate Parent may, upon not less than 3
Business Days’ prior written notice to the Facility Agent, request that any
member of the Group becomes an Acceding Guarantor under this Agreement.


 


(b)                                  Such
member of the Group may become an Acceding Guarantor if:


 


(i)                                    the
Ultimate Parent delivers to the Facility Agent a duly completed and executed
Accession Notice;


 


(ii)                                the
Ultimate Parent confirms that no Event of Default is continuing or would occur
as a result of that member of the Group becoming an Acceding Guarantor; and


 


(iii)                            the
Facility Agent has received all of the documents and other evidence listed in Part 2
of Schedule 7 (Accession Documents)
in relation to that member of the Group, each in form and substance
satisfactory to the Agent, acting reasonably.


 


(c)                                  The
Facility Agent shall notify the Ultimate Parent and the Lenders promptly upon
being satisfied that the conditions specified in paragraph (b) above have
been satisfied.


 


21.2                        Acceding
Holding Company


 


If at any time the Ultimate Parent becomes a Subsidiary of a Holding
Company, the Ultimate Parent shall ensure that such Holding Company shall, upon
becoming the Holding Company of the Ultimate Parent


 


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deliver an Accession Notice duly executed by the Holding Company
together with the documents set out in Part 2 of Schedule 7 (Accession Documents).


 


21.3                        Assumption
of Rights and Obligations


 


(a)                                  Upon satisfactory delivery of a duly executed
Accession Notice to the Facility Agent, together with the other documents
required to be delivered under paragraph (b) of Clause 21.1 (Acceding Guarantors), the relevant member
of the Group, the Ultimate Parent, the Obligors and the Finance Parties, will
assume such obligations towards one another and/or acquire such rights against
each other as they would each have assumed or acquired had such member of the
Group been an original party to this Agreement as an Original Guarantor, as the
case may be.


 


(b)                                  Upon satisfactory delivery of a duly executed
Accession Notice to the Facility Agent, together with the other documents required
to be delivered under Clause 21.2 (Acceding
Holding Company), the relevant Holding Company, the Obligors and the
Finance Parties, will assume such obligations towards one another and/or
acquire such rights against each other as they would each have assumed or
acquired had such Holding Company been an original party to this Agreement as
the Ultimate Parent, and such Holding Company shall become a party to this
Agreement in such capacity. Simultaneously with such Holding Company becoming a
party to this Agreement as aforesaid, the Facility Agent shall release the
Ultimate Parent for the time being from its obligations as an Ultimate Parent
under this Agreement (other than its obligations as a Guarantor and provider of
Security) and such Ultimate Parent shall cease to be a party to this Agreement
in such capacity.


 


22.                               EVENTS OF
DEFAULT


 


Each of Clauses 22.1 (Non-Payment)
to Clause 22.16 (Change of Ownership)
describes the circumstances which constitute an Event of Default for the
purposes of this Agreement.


 


22.1                        Non-Payment


 


Any Obligor fails to pay any sum due from it under any Finance Document
at the time, in the currency and in the manner specified in such Finance
Document within (a) 1 Business Day of the due date, in the case of
payments of principal where failure to pay was due solely to technical or
administrative error in the transmission of funds, (b) 3 Business Days of
the due date, in the case of payments of interest, or (c) 5 Business Days
of the due date, in respect of payments of any other amounts.


 


22.2                        Covenants


 


(a)                                  Any Obligor fails duly to perform or
comply with any obligation expressed to be assumed by it in Clause 19.1 (Application of Initial Loans), Clause 20.2
(Negative Pledge), Clause 20.3 (Loans and Guarantees), Clause 20.4 (Financial Indebtedness), Clause 20.5 (Dividends, Distributions and Share Capital),
Clause 20.8 (Mergers), Clause
20.9 (Joint Ventures) or Clause
20.13 (Acquisitions and Investments).


 


(b)                                  Any Obligor fails duly to perform or
comply with any obligation expressed to be assumed by it in Clause 17 (Financial Information) or sub-paragraph
(b)(i) of Clause 19.12 (Further
Assurance), paragraphs (a) and (b) of Clause 19.9 (Hedging), and such failure, if capable of
remedy is not so remedied within 10 Business Days of the earlier of such
Obligor becoming aware of such failure to perform or comply and the
Facility Agent having given notice of such failure to the Ultimate Parent.


 


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(c)                                  There is any breach of Clause 18.2 (Ratios).


 


(d)                                  There is any breach of Clause 20.6 (Disposals), provided that where the
failure to comply with any obligation under Clause 20.6 (Disposals) relates to the obligation to
deliver a certificate within a specified time period, no Event of Default shall
be deemed to have occurred unless the relevant Obligor shall have failed to
deliver (or procure the delivery of) the required certificate within such time
period and upon request by the Facility Agent for a description of the
transactions relating to such certificate which was not delivered, the relevant
Obligor fails to provide such details within 10 Business Days after such
request.


 


22.3                        Other
Obligations


 


Any Obligor fails duly to perform or comply with any of the
obligations expressed to be assumed by it in any of the Finance Documents
(other than any of those referred to in Clauses 22.1 (Non-Payment) and 22.2 (Covenants)) and such failure, if capable
of remedy, is not so remedied within 30 days of the earlier of the Ultimate
Parent or such Obligor becoming aware of such failure to perform or comply
and the Facility Agent having given notice of such failure to the Borrower.


 


22.4                        Misrepresentation


 


Any representation or statement made or repeated (or procured to be made
or repeated) by any Obligor in any Finance Document or in any notice or other
document or certificate delivered by it (or procured by it to be delivered)
pursuant to a Finance Document is or proves to have been incorrect or
misleading in any material respect when made or repeated where the
circumstances giving rise to such inaccuracy, if capable of remedy or change
are not remedied or do not change within 30 days of the earlier of the Ultimate
Parent or the relevant Obligor becoming aware of such circumstances and the
Facility Agent having notified the Borrower of such misrepresentation having
occurred.


 


22.5                        Cross
Default


 


(a)                                  Any Financial Indebtedness of any member of
the Group is not paid when due and payable, after taking into account any
applicable grace period;


 


(b)                                  any Financial Indebtedness of any member of
the Group is declared (or is capable of being declared) to be or otherwise
becomes due and payable prior to its specified maturity as a result of an event
of default (however described), after taking into account any applicable grace
period; or


 


(c)                                  any commitment for any Financial Indebtedness
of any member of the Group is cancelled or suspended by a creditor of any
member of the Group as a result of an event of default (however described),


 


provided that no Event of Default will occur under this Clause 22.5:


 


(i)                                    if the aggregate amount of Financial
Indebtedness and/or commitment for Financial Indebtedness falling within
paragraphs (a) to (c) above is less than £35 million (or its
equivalent in other currencies);


 


(ii)                                if the circumstance which would otherwise
have caused an Event of Default under this Clause 22.5 is being contested in
good faith by appropriate action;


 


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(iii)                            if the relevant Financial Indebtedness is
cash-collateralised and such cash is available for application in satisfaction
of such Financial Indebtedness;


 


(iv)                               if such Financial Indebtedness is owed by one
member of the Group to another member of the Group; or


 


(v)                                   if such Event of Default arises solely by reason
of the failure of any member of the Group to 
obtain the consent of the lenders under the Existing Credit Facilities
to (i) the execution of the Finance Documents, (ii) the exercise of
any of its rights or the performance of any of its obligations under the
Finance Documents or (iii) any other matter contemplated by the Finance
Documents.


 


22.6                        Insolvency


 


The Ultimate Parent, the
Borrower, any Guarantor, the Parent, any Senior Facilities Borrower, or any
Senior Facilities Obligor that is a Material Subsidiary is unable to pay its
debts as they fall due, ceases or suspends generally the payment of its debts
or announces an intention to do so, or makes a general assignment for the
benefit of or a composition with its creditors generally or a general moratorium
is declared in respect of the Financial Indebtedness of the Ultimate Parent,
the Parent, the Borrower, any Guarantor, such Senior Facilities Borrower or
such Senior Facilities Obligor (as applicable).


 


22.7                        Winding-up


 


After the Original Execution Date, the Ultimate Parent, the Borrower,
any Guarantor, the Parent, any Senior Facilities Borrower or any Senior
Facilities Obligor that is a Material Subsidiary takes any corporate action or
formal legal proceedings are started and served (not being actions or
proceedings which can be demonstrated to the satisfaction of the Facility Agent
by providing an opinion of a leading firm of London solicitors (within 30 days
of any such action or proceedings having commenced) to that effect, as
frivolous, vexatious or an abuse of the process of the court or related to a
claim to which such Person has a good defence and which is being vigorously
contested by such body) for its winding-up, dissolution, administration or re-organisation
or for the appointment of a liquidator, receiver, administrator, administrative
receiver, conservator, custodian, trustee or similar officer of it or of any or
all of its revenues and assets other than where any such legal proceedings in
respect of the Ultimate Parent, the Borrower, any Guarantor, the Parent, such
Senior Facilities Borrower or such Senior Facilities Obligor either (a)(i) do
not relate to the appointment of an administrator and (ii) are stayed or
discharged within 30 days from their commencement or (b) relate to a
solvent liquidation or dissolution set forth under paragraph (c) of Clause
20.8 (Mergers).


 


22.8                        Execution or
Distress


 


Any execution, distress or attachment is levied against, or an
encumbrancer takes possession of, the whole or any part of, the property,
undertaking or assets of the Ultimate Parent, the Borrower, any Guarantor, the
Parent, any Senior Facilities Borrower or any Senior Facilities Obligor which
is a Material Subsidiary having an aggregate value of more than £35 million (or
its equivalent in other currencies) and the same is not discharged within 30
days.


 


22.9                        Similar
Events


 


Any event occurs which, under the laws of any jurisdiction, has a
similar or analogous effect to any of those events mentioned in Clause 22.6 (Insolvency), 22.7 (Winding-up) or Clause 22.8 (Execution or Distress).


 


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22.10                 Repudiation


 


Any Obligor repudiates any of the Finance Documents to which it is
party.


 


22.11                 Illegality


 


Save as provided in the Reservations, at any time it is or becomes
unlawful for any Obligor to perform or comply with any or all of its
obligations under any of the Finance Documents to which it is party or any of
the obligations of any Obligor under any of the Finance Documents to which it
is party are not or cease to be legal, valid and binding except as contemplated
by the Reservations and, if capable of remedy, is not remedied within 10
Business Days of the earlier of the Ultimate Parent or such Obligor becoming
aware of the relevant illegality and the Facility Agent having given notice of
the same to the Borrower.


 


22.12                 Intercreditor
Default


 


Any member of the Group which is party to the Group Intercreditor
Agreement or the HYD Intercreditor Agreement fails to comply with its
obligations under it and such failure, if capable of remedy, is not remedied
within 30 days of the earlier of such member of the Group becoming aware of the
relevant failure to comply and the Facility Agent having given notice of the
same to the Borrower.


 


22.13                 Revocation
of Necessary Authorisations


 


Any Necessary Authorisation is revoked and where such revocation is
reasonably likely to have a Material Adverse Effect, is not replaced within 10
Business Days.


 


22.14                 Material
Adverse Effect


 


Any event or circumstance occurs which would have a Material Adverse
Effect.


 


22.15                 Material
Proceedings


 


Any litigation, arbitration or administrative proceeding of or before
any court, arbitral body, or agency is commenced against any member of the
Group, which is reasonably likely to be adversely determined and which, if
adversely determined, is reasonably likely to have a Material Adverse Effect.


 


22.16                 Change of
Ownership


 


(a)                                  After consummation of the Merger and
implementation of each of Steps 1 and 2 set out in the page headed “Combination of NTL and Telewest” of the
Steps Paper, the Parent, the Company, TCN, any of the Obligors or any of the
Senior Facilities Obligors are not direct or indirect wholly owned Subsidiaries
of the Ultimate Parent; or


 


(b)                                  After
implementation of each of Steps 3 to 10 set out in the pages headed “Post Combination Restructuring – Second Alternative (Structure 2)”
of the Steps Paper:


 


(i)                                    the
Parent is not a direct or indirect wholly owned subsidiary of the Ultimate
Parent;


 


(ii)                                the
Company ceases to be a direct wholly-owned Subsidiary of the Parent; or


 


(iii)                            any
other Senior Facilities Obligor (other than the Parent and the Company) ceases
to be a direct or indirect wholly-owned Subsidiary of the Company.


 


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22.17                 Acceleration


 


Subject to Clauses 22.19 (Vanilla
Clean-Up Period) and 22.20 (Baseball
Clean-up Period) below, upon the occurrence of an Event of Default
and while the same is continuing at any time thereafter, the Facility Agent may (and,
if so instructed by an Instructing Group, shall) by written notice to the
Borrower:


 


(a)                                  declare all or any part of the
Outstandings to be immediately due and payable (whereupon the same shall become
so payable together with accrued interest thereon and any other sums then owed
by any Obligor under the Finance Documents) or declare all or any part of
the Outstandings to be due and payable on demand of the Facility Agent; and/or


 


(b)                                  declare that any unutilised portion of the
Facility shall be cancelled, whereupon the same shall be cancelled and the
corresponding Commitments of each Lender shall be reduced to zero; and/or


 


(c)                                  exercise or direct the Security Trustee to
exercise any rights and remedies (including any right to demand cash collateral
by deposit in such interest-bearing account as the Facility Agent may specify)
to which the Facility Agent, the Security Trustee or the Lenders may be
entitled;


 


provided that, notwithstanding anything to the
contrary contained above in this Clause 22.17, upon the occurrence of any Event
of Default listed in Clauses 22.9 (Similar
Events) or 22.21 (US Bankruptcy)
in relation to any US Obligor, all or any part of the Outstandings shall
be immediately due and payable (whereupon the same shall become so payable
together with accrued interest thereon and any other sums then owed by any
Obligor under the Finance Documents), any unutilised portion of the Facility
shall be immediately cancelled and the corresponding Commitments of each Lender
shall be reduced to zero and the Facility Agent may exercise or direct the
Security Trustee to exercise any rights and remedies (including any right to
demand cash collateral by deposit in such interest-bearing account as the
Facility Agent may specify) to which the Facility Agent, the Security
Trustee or the Lenders may be entitled.


 


22.18                 Repayment on
Demand


 


If, pursuant to paragraph (a) of Clause 22.17 (Acceleration), the Facility Agent declares
all or any part of the Outstandings to be due and payable on demand of the
Facility Agent, then, and at any time thereafter, the Facility Agent may (and,
if so instructed by an Instructing Group, shall) by written notice to the
Borrower:


 


(a)                                  require
repayment of all or the relevant part of the Outstandings on such date as
it may specify in such notice (whereupon the same shall become due and
payable on such date together with accrued interest thereon and any other sums
then owed by the Parent or any Obligor under the Finance Documents) or withdraw
its declaration with effect from such date as it may specify in such notice;
and/or


 


(b)                                  select
as the duration of any Interest Period which begins whilst such declaration
remains in effect a period of 3 months or less.


 


22.19                 Vanilla
Clean-Up Period


 


If, during the Vanilla Clean-up Period, any matter or circumstance
exists in respect of any member of the Telewest Group which would, but for the
provisions of this Clause 22.19, constitute a breach of any representation
under Clause 16 (Representations and
Warranties), the breach of any covenant specified in Clauses 19.10 (Pension Plans), 20.2 (Negative Pledge), 20.3 (Loans and Guarantees), 20.4 (Financial Indebtedness), 20.8 (Mergers), 20.9 (Joint Ventures), 20.10 (Transactions
with Affiliates) and 20.12


 


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(Limitations on Hedging)
or an Event of Default by reason of Clause 22.5 (Cross Default), then such misrepresentation, breach of
covenant or Event of Default shall not give rise to a Default or Event of
Default unless:


 


(a)                                  NTL or any of its Subsidiaries (excluding for
these purposes any member of the Telewest Group) has procured or specifically
approved a breach of such representations or covenants by a member of the
Telewest Group; or


 


(b)                                  the matter or circumstance constitutes a
Material Adverse Effect; or


 


(c)                                  such matter or circumstance continues to
exist after the expiry of the Vanilla Clean-up Period; or


 


(d)                                  the breach is capable of remedy and NTL or
the relevant member of the Telewest Group is aware of the relevant
circumstances at the time but fails to take appropriate steps to remedy the
same,


 


provided that any matter contained in this Clause 22.19 shall be without
prejudice to the rights of the Lender in respect of any breach of
representation, covenant or default which continues to exist or arises after
the expiry of the Vanilla Clean-Up Period.


 


22.20                 Baseball
Clean-Up Period


 


If, during the Baseball
Clean-up Period, any matter or circumstance exists in respect of any member of
the Baseball Group which would, but for the provisions of this Clause 22.20,
constitute a breach of any representation under Clause 16 (Representations and Warranties), the
breach of any covenant specified in Clauses 
19.10 (Pension Plans),
20.2 (Negative Pledge), 20.3 (Loans and Guarantees), 20.4 (Financial Indebtedness), 20.8 (Mergers), 20.9 (Joint Ventures), 20.10 (Transactions
with Affiliates) and 20.12 (Limitations
on Hedging) or an Event of Default by reason of Clause 22.5 (Cross Default), then such
misrepresentation, breach of covenant or Event of Default shall not give rise
to a Default or Event of Default unless:


 


(a)                                  the Ultimate Parent or any of its
Subsidiaries (excluding for these purposes any member of the Baseball Group)
has procured or specifically approved a breach of such representations or
covenants by a member of the Baseball Group; or


 


(b)                                  the matter or circumstance constitutes a
Material Adverse Effect; or


 


(c)                                  such matter or circumstance continues to
exist after the expiry of the Baseball Clean-up Period; or


 


(d)                                  the breach is capable of remedy and the
Baseball Bidcos are aware of the relevant circumstances at the time but fail to
take appropriate steps to remedy the same,


 


provided that any matter
contained in this Clause 22.20 shall be without prejudice to the rights of the
Lender in respect of any breach of representation, covenant or default which
continues to exist or arises after the expiry of the Baseball Clean-Up Period.


 


22.21                 US
Bankruptcy


 


Notwithstanding Clause 22.17 (Acceleration),
if any Obligor shall commence a voluntary case concerning itself under the US
Bankruptcy Code, or an involuntary case is commenced against any Obligor and
the petition is not controverted within 10 days, or is not dismissed within 60
days, after commencement of the case, or a custodian (as defined in the US
Bankruptcy Code) is appointed for, or takes charge of, all or


 


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substantially all of the property of any Obligor, or any order of relief
or other order approving any such case or proceeding is entered, the Facility
shall cease to be available and all Initial Loans shall become immediately due
and payable, in each case automatically and without any further action by any
party hereto.


 


23.                               DEFAULT
INTEREST


 


23.1                        Consequences
of Non-Payment


 


If any sum due and payable by any Obligor under this Agreement is not
paid on the due date therefor in accordance with the provisions of Clause 28 (Payments) or if any sum due and payable by
an Obligor pursuant to a judgment of any court in connection with this
Agreement is not paid on the date of such judgment, the period beginning on
such due date or, as the case may be, the date of such judgment and ending
on the Business Day on which the obligation of such Obligor to pay the Unpaid
Sum is discharged shall be divided into successive periods, each of which
(other than the first) shall start on the last day of the preceding such period
(which shall be a Business Day) and the duration of each of which shall (except
as otherwise provided in this Clause 23) be selected by the Facility Agent.


 


23.2                        Default Rate


 


During each such period relating thereto as is mentioned in Clause 23.1
(Consequences of Non-Payment) the
Initial Loans and any Unpaid Sum shall bear interest at the rate per annum
which is the sum from time to time of 2%, the Applicable Margin, the Associated
Costs Rate (if applicable) at such time and LIBOR on the Quotation Date
therefor, provided that:


 


(a)                                  if, for any such period, LIBOR cannot be
determined, the rate of interest applicable to each Lender’s portion of such
Unpaid Sum shall be the rate per annum which is the sum of 2%, the Applicable
Margin, (as aforesaid), and the Associated Costs Rate at such time and the rate
per annum that shall be notified to the Facility Agent by such Lender as soon
as practicable after the beginning of such period as being that which expresses
as a percentage rate per annum the cost to such Lender of funding from whatever
sources it may reasonably select its portion of such Unpaid Sum during
such period; and


 


(b)                                  if any Unpaid Sum is all or part of an
Initial Loan which became due and payable on a day other than the last day of
an Interest Period relating thereto, the first Interest Period applicable to it
shall be of a duration equal to the unexpired portion of that Interest Period
and the rate of interest applicable thereto from time to time during such
Interest Period shall be that which exceeds by 2% the rate which would have
been applicable to it had it not so fallen due.


 


23.3                        Maturity of
Default Interest


 


Any interest which shall have accrued under Clause 23.2 (Default Rate) in respect of the Initial
Loans and any Unpaid Sum shall be due and payable and shall be paid by the
Obligor owing such sum at the end of the period by reference to which it is
calculated or on such other dates as the Facility Agent may specify by
written notice to such Obligor.


 


23.4                        Construction
of Unpaid Sum


 


Any Unpaid Sum shall (for the purposes of this Clause 23 (Default Interest), Clause 13 (Increased Costs), Clause 26 (Borrowers’ Indemnities) and Schedule 6
(Associated Costs Rate)) be
treated as a loan and accordingly in those provisions the term “Initial Loan”
includes any Unpaid Sum and the term “Interest


 


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Period”, in relation to an Unpaid Sum, includes each such period relating
thereto as is mentioned in Clause 23.1 (Consequences
of Non-Payment).


 


24.                               GUARANTEE
AND INDEMNITY


 


24.1                        Guarantee


 


With effect from the date of this Agreement or if later, the date on
which it accedes to this Agreement in such capacity, each Guarantor irrevocably
and unconditionally guarantees, jointly and severally, to each of the Finance
Parties the due and punctual payment by the Borrower of all sums payable by it
under each of the Finance Documents and agrees that promptly on demand it will
pay to the Facility Agent each and every sum of money which the Borrower is at
any time liable to pay to any Finance Party under or pursuant to any Finance
Document and which has become due and payable but has not been paid at the time
such demand is made and provided that before any such demand is made on a
Restricted Guarantor, demand for payment of the relevant sum shall first have
been made on the Borrower.


 


24.2                        Indemnity


 


With effect from the date of this Agreement, or if later, the date upon
which it accedes to this Agreement in such capacity, each Guarantor (other than
a Restricted Guarantor) irrevocably and unconditionally agrees, jointly and
severally, as primary obligor and not only as surety, to indemnify and hold
harmless each Finance Party on demand by the Facility Agent from and against
any loss incurred by such Finance Party as a result of any of the obligations
of the Borrower under or pursuant to any Finance Document being or becoming
void, voidable, unenforceable or ineffective as against the Borrower for any
reason whatsoever (whether or not known to that Finance Party or any other
person) the amount of such loss being the amount which the Finance Party
suffering it would otherwise have been entitled to recover from the Borrower.


 


24.3                        Continuing
and Independent Obligations


 


The obligations of each Guarantor under this Agreement shall constitute
and be continuing obligations which shall not be released or discharged by any
intermediate payment or settlement of all or any of the obligations of the
Borrower under the Finance Documents, shall continue in full force and effect
until the unconditional and irrevocable payment and discharge in full of all
amounts owing by the Borrower under each of the Finance Documents and are in
addition to and independent of, and shall not prejudice or merge with, any
other security (or right of set-off) which any Finance Party may at any
time hold in respect of such obligations or any of them.


 


24.4                        Avoidance of
Payments


 


Where any release, discharge or other arrangement in respect of any
obligation of the Borrower, or any Security held by any Finance Party therefor,
is given or made in reliance on any payment or other disposition which is
avoided or must be repaid (whether in whole or in part) in an insolvency, liquidation
or otherwise and whether or not any Finance Party has conceded or compromised
any claim that any such payment or other disposition will or should be avoided
or repaid (in whole or in part), the provisions of this Clause 24 shall
continue as if such release, discharge or other arrangement had not been given
or made.


 


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24.5                        Immediate
Recourse


 


None of the Finance Parties shall be obliged, before exercising or
enforcing any of the rights conferred upon them in respect of the Guarantors by
this Agreement or by Law, to seek to recover amounts due from the Borrower or
to exercise or enforce any other rights or Security any of them may have
or hold in respect of any of the obligations of the Borrower under any of the
Finance Documents save that no demand for any payment may be made on any
Restricted Guarantor unless such demand has first been made on the Borrower.


 


24.6                        Waiver of
Defences


 


Neither the obligations of the Guarantors contained in this Agreement nor
the rights, powers and remedies conferred on the Finance Parties in respect of
the Guarantors by this Agreement or by Law shall be discharged, impaired or
otherwise affected by:


 


(a)                                  the winding-up, dissolution, administration
or re-organisation of the Borrower or any other person or any change in the
status, function, control or ownership of the Borrower or any such person;


 


(b)                                  any of the obligations of the Borrower or any
other person under any Finance Document or any Security held by any Finance Party
therefor being or becoming illegal, invalid, unenforceable or ineffective in
any respect;


 


(c)                                  any time or other indulgence being granted to
or agreed (i) to or with the Borrower or any other person in respect of
its obligations or (ii) in respect of any security granted under any
Finance Documents;


 


(d)                                  unless otherwise agreed, any amendment to, or
any variation, waiver or release of, any obligation of, or any Security granted
by, the Borrower or any other person under any Finance Document;


 


(e)                                  any total or partial failure to take, or
perfect, any Security proposed to be taken in respect of the obligations of the
Borrower or any other person under the Finance Documents;


 


(f)                                    any total or partial failure to realise the
value of, or any release, discharge, exchange or substitution of, any security
held by any Finance Party in respect of the Borrower’s obligations under any
Finance Document; or


 


(g)                                 any other act, event or omission which might
operate to discharge, impair or otherwise affect any of the obligations of any
of the Guarantors under this Agreement or any of the rights, powers or remedies
conferred upon the Finance Parties or any of them by this Agreement or by Law.


 


24.7                        No
Competition


 


Until all amounts which may become payable by the Borrower under or
in connection with the Finance Documents have been paid in full, any rights
which any Guarantor may at any time have by way of contribution or
indemnity in relation to any of the obligations of the Borrower under any of
the Finance Documents or to claim or prove as a creditor of the Borrower or any
other person or its estate in competition with the Finance Parties or any of
them, shall be exercised by such Guarantor only if and to the extent that the
Facility Agent so requires and in such manner and upon such terms as the
Facility Agent may specify and each Guarantor shall hold any moneys,
rights or security held or received by it as a result of the exercise of any
such rights on trust for the Facility Agent for application in or towards


 


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payment of any sums at any time owed by the Borrower under any of the
Finance Documents as if such moneys, rights or security were held or received
by the Facility Agent under this Agreement.


 


24.8                        Appropriation


 


To the extent any Finance Party receives any sum from any Guarantor in
respect of the obligations of any of the other Obligors under any of the
Finance Documents which is insufficient to discharge all sums which are then
due and payable in respect of such obligations of such other Obligors, such
Finance Party shall not be obliged to apply any such sum in or towards payment
of amounts owing by such other Obligor under any of the Finance Documents, and
any such sum may, in the relevant Finance Party’s discretion, be credited to a
suspense or impersonal account and held in such account pending the application
from time to time (as the relevant Finance Party may think fit) of such
sums in or towards the discharge of such liabilities owed to it by such other
Obligor under the Finance Documents as such Finance Party may select
provided that such Finance Party shall promptly make such application upon
receiving sums sufficient to discharge all sums then due and payable to it by
such other Obligor under the Finance Documents.


 


24.9                        Limitation
of Liabilities of United States Guarantors


 


Each Restricted Guarantor
and each of the Finance Parties (by its acceptance of the benefits of the
guarantee under this Clause 24) hereby confirms its intention that this
guarantee should not constitute a fraudulent transfer or conveyance for the
purposes of any bankruptcy, insolvency or similar law, the United States Uniform Fraudulent
Conveyance Act or any similar Federal, state or foreign law. To effectuate the
foregoing intention, each Restricted Guarantor and each of the Finance Parties
(by its acceptance of the benefits of the guarantee under this Clause 24)
hereby irrevocably agrees that its obligations under this Clause 24 shall be
limited to the maximum amount as will, after giving effect to such maximum
amount and all other (contingent or otherwise) liabilities of such Restricted
Guarantor that are relevant under such laws, and after giving effect to any
rights to contribution pursuant to any agreement providing for an equitable contribution
among such Restricted Guarantor and the other Guarantors, result in the
obligations of such Restricted Guarantor in respect of such maximum amount not
constituting a fraudulent transfer or conveyance.


 


24.10                 Droit de Discussion
and Droit de Division


 


(a)                                  Any right which at any time any Guarantor may have
under the existing or future laws of Jersey whether by virtue of the droit de
discussion or otherwise to require that recourse be had to the assets of any
other person before any claim is enforced against such Guarantor in
respect of the obligations assumed by such Guarantor under or in
connection with any Finance Document is hereby waived.


 


(b)                                  Any right which at any time any Guarantor may have
under the existing or future laws of Jersey whether by virtue of the droit de
division or otherwise to require that any liability under any guarantee or
indemnity given in or in connection with any Finance Document be divided or
apportioned with any other person or reduced in any manner whatsoever is hereby
waived.


 


25.                               AGENTS


 


25.1                        Appointment
of the Facility Agent


 


Each of the other Finance
Parties appoints the Facility Agent to act as its agent under and in connection
with the Finance
Documents and authorises the Facility Agent to exercise the rights, powers,
authorities


 


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and discretions specifically
delegated to it under or in connection with the Finance Documents together with
any other incidental rights, powers, authorities and discretions.


 


25.2                        Duties of
the Facility Agent


 


(a)                                  The Facility Agent shall promptly inform each
Lender of the contents of any notice or document received by it in its capacity
as Facility Agent from the Parent or any of the Obligors under the Finance
Documents.


 


(b)                                  The Facility Agent shall promptly notify the
Lenders of the occurrence of any Event of Default or any default by an Obligor
in the due performance of or compliance with its obligations under any Finance
Document upon becoming aware of the same.


 


(c)                                  If so instructed by an Instructing Group, the
Facility Agent shall refrain from exercising any power or discretion vested in
it as agent under any Finance Document.


 


(d)                                  The duties of the Facility Agent under the
Finance Documents are, save to the extent otherwise expressly provided, solely
mechanical and administrative in nature.


 


25.3                        Role of the
Bookrunners and the Arrangers


 


Except as specifically provided in the Finance Documents, none of the
Bookrunners or the Arrangers shall have any obligations of any kind to any
other party under or in connection with any Finance Document.


 


25.4                        No Fiduciary
Duties


 


(a)                                  Nothing in the Finance Documents constitutes
the Facility Agent or any of the Arrangers as a trustee or fiduciary of any
other person.


 


(b)                                  Neither the Facility Agent nor any of the
Arrangers shall be bound to account to any Lender for any sum or the profit
element of any sum received by it for its own account.


 


25.5                        Business
with the Group


 


Any of the Facility Agent and the Arrangers may accept deposits
from, lend money to and generally engage in any kind of banking or other
business with any member of the Group.


 


25.6                        Discretion
of the Facility Agent


 


(a)                                  The Facility Agent may rely on:


 


(i)                                    any representation, notice or document
believed by it to be genuine, correct and appropriately authorised; and


 


(ii)                                any statement made by a director, authorised
signatory or employee of any person regarding any matters which may reasonably
be assumed to be within his knowledge or within his power to verify.


 


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(b)                                  The Facility Agent may assume, unless it
has received notice to the contrary in its capacity as agent for the Lenders,
that:


 


(i)                                    no Default has occurred;


 


(ii)                                any right, power, authority or discretion
vested in this Agreement upon any party, the Lenders or an Instructing Group
has not been exercised; and


 


(iii)                            any notice or request made by the Obligors’
Agent is made on behalf of and with the consent and knowledge of all the
Obligors.


 


(c)                                  The Facility Agent may engage, pay for
and rely on the advice or services of any lawyers, accountants, surveyors or
other experts.


 


(d)                                  The Facility Agent may act in relation
to the Finance Documents through its personnel and agents.


 


25.7                        Instructing
Group’s Instructions


 


(a)                                  Unless a contrary indication appears in a
Finance Document, the Facility Agent shall (i) act in accordance with any
instructions given to it by an Instructing Group (or, if so instructed by an
Instructing Group, refrain from acting or exercising any right, power,
authority or discretion vested in it as Facility Agent) and (ii) shall not
be liable to any Finance Party for any act (or omission) if it acts (or
refrains from taking any action) in accordance with such an instruction of an
Instructing Group.


 


(b)                                  Unless a contrary indication appears in a
Finance Document, any instructions given by an Instructing Group will be
binding on all the Finance Parties.


 


(c)                                  The Facility Agent may refrain from
acting in accordance with the instructions of an Instructing Group or, if
appropriate, the Lenders until it has received such security or collateral as
it may require for any cost, loss or liability which it may incur in
complying with such instructions.


 


(d)                                  In the absence of instructions from an
Instructing Group or, if appropriate, the Lenders, the Facility Agent may act
(or refrain from taking action) as it considers to be in the best interests of
the Lenders.


 


(e)                                  The Facility Agent shall not be authorised to
act on behalf of a Lender in any legal or arbitration proceedings relating to
any Finance Document without first obtaining the Lender’s consent to do so.


 


25.8                        No
Responsibility


 


None of the Facility Agent or the Arrangers shall be:


 


(a)                                  responsible for the adequacy, accuracy and/or
completeness of any information (whether oral or written) supplied by any
Finance Party, an Obligor, the Company or any other person in or in connection
with any Finance Document, including the Information Memoranda, the Agreed
Business Plan and any Budget; or


 


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(b)                                  responsible for the legality, validity,
effectiveness, adequacy or enforceability of any Finance Document or any other
agreement, arrangement or document entered into, made or executed in
anticipation of or in connection with any Finance Document.


 


25.9                        Exclusion of
Liability


 


(a)                                  Without limiting paragraph (b) of this
Clause, the Facility Agent will not be liable to any Finance Party for any
action taken by it under or in connection with any Finance Document, unless
directly caused by its negligence or wilful misconduct.


 


(b)                                  Each of the Lenders agrees that it will not
take any proceedings, or assert or seek to assert any claim, against any
officer, employee or agent of the Facility Agent in respect of any claim it
might have against the Facility Agent or in respect of any act or omission of
any kind by that officer, employee or agent in relation to any Finance Document
and agrees that any officer, employee or agent of the Facility Agent may enforce
this provision.


 


(c)                                  The Facility Agent will not be liable for any
failure to notify any person of any matter referred to in Clause 17.8 (Notifications) or any delay (or any
related consequences) in crediting an account with an amount required under the
Finance Documents to be paid by it if it has taken all reasonable steps to
comply with Clause 17.8 (Notifications)
and taken all necessary steps as soon as reasonably practicable to comply with
the regulations or operating procedures of any recognised clearing or
settlement system used by it for that purpose.


 


25.10                 Lender’s
Indemnity


 


Each Lender shall (in its relevant Proportion (as determined at all
times for these purposes in accordance with paragraph (c) of the
definition of “Proportion”) indemnify the Facility Agent from time to time on
demand by the Facility Agent against any cost, loss or liability incurred by
the Facility Agent (otherwise than by reason of its negligence or wilful
misconduct) in acting as Facility Agent under the Finance Documents (unless it
has been reimbursed therefor by an Obligor pursuant to the terms of the Finance
Documents).


 


25.11                 Resignation


 


(a)                                  The Facility Agent may resign and
appoint one of its Affiliates acting through an office in the United Kingdom or
the State of New York as successor Facility Agent by giving notice to the
Lenders and the Borrower.


 


(b)                                  The Facility Agent may resign without
having designated a successor as agent under paragraph (a) above (and
shall do so if so required by an Instructing Group) by giving notice to the
Lenders and the Borrower, in which case an Instructing Group may appoint a
successor Facility Agent (acting through an office in the United Kingdom or the
State of New York), approved by the Borrower, acting reasonably. If an
Instructing Group has not appointed a successor Facility Agent in accordance
with this paragraph (b) within 30 days after notice of resignation was
given, the Facility Agent may appoint a successor Facility Agent (acting
through an office in the United Kingdom or the State of New York), approved by
the Borrower, acting reasonably.


 


(c)                                  The retiring Facility Agent shall, at the
Borrower’s cost, make available to its successor such documents and records and
provide such assistance as its successor may reasonably request for the
purposes of performing its functions as Facility Agent under the Finance
Documents.


 


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(d)                                  The resignation notice of the Facility Agent
shall only take effect upon the appointment of a successor Facility Agent.


 


(e)                                  Upon the appointment of a successor, the
retiring Facility Agent shall be discharged from any further obligation in
respect of the Finance Documents but shall remain entitled to the benefit of
this Clause 25. The Facility Agent’s successor and each of the other parties to
this Agreement shall have the same rights and obligations amongst themselves as
they would have had if such successor Facility Agent had been an original party
as Facility Agent.


 


25.12                 Confidentiality


 


(a)                                  The Facility Agent (in acting as agent for
the Finance Parties) shall be regarded as acting through its agency division
which shall be treated as a separate entity from any other of its divisions or
departments.


 


(b)                                  If information is received by another
division or department of the Facility Agent it may be treated as
confidential to that division or department and the Facility Agent shall not be
deemed to have notice of it.


 


(c)                                  Notwithstanding any other provision of any
Finance Document to the contrary, the Finance Parties are not obliged to disclose
to any other person (i) any confidential information or (ii) any
other information if the disclosure would, or might in its reasonable opinion,
constitute a breach of any Law.


 


(d)                                  Notwithstanding any other provision of any
Finance Document, the parties (and each employee, representative or other agent
of the parties) may disclose to any and all persons, without limitation of
any kind, the tax treatment and any facts that may be relevant to the tax
structure of the transaction, provided, however, that no party (and no
employee, representative, or other agent thereof) shall disclose any other
information that is not relevant to understanding the tax treatment and tax
structure of the transaction (including the identity of any party and any
information that could lead another to determine the identity of any party), or
any other information to the extent that such disclosure could reasonably
result in a violation of any applicable securities law.


 


25.13                 Facility
Office


 


The Facility Agent may treat each Lender as a Lender, entitled to
payments under this Agreement and acting through its Facility Office unless it
has received not less than 5 Business Days’ prior notice from that Lender to
the contrary in accordance with the terms of this Agreement.


 


25.14                 Lenders’
Associated Costs Details


 


To the extent applicable, each Lender shall supply the Facility Agent
with any information required by the Facility Agent in order to calculate the
Associated Costs Rate in accordance with Schedule 6 (Associated Costs Rate).


 


25.15                 Credit
Appraisal by the Lenders


 


Without affecting the responsibility of any Obligor for information
supplied (or procured to be supplied) by it or on its behalf in connection with
any Finance Document, each Lender confirms to the Facility Agent, the
Bookrunners and the Arrangers that it has been, and will continue to be, solely
responsible for


 


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making its own independent appraisal and investigation of all risks
arising under or in connection with any Finance Document including but not
limited to:


 


(a)                                  the financial condition, status and nature of
each member of the Group;


 


(b)                                  the legality, validity, effectiveness,
adequacy or enforceability of any Finance Document and any other agreement,
arrangement or document entered into, made or executed in anticipation of,
under or in connection with any Finance Document;


 


(c)                                  whether that Lender has recourse, and the
nature and extent of that recourse, against any party or any of its respective
assets under or in connection with any Finance Document, the transactions
contemplated by the Finance Documents or any other agreement, arrangement or
document entered into, made or executed in anticipation of, under or in
connection with any Finance Document; and


 


(d)                                  the adequacy, accuracy and/or completeness of
the Information Memoranda, the Agreed Business Plan and each Budget and any
other information provided by the Facility Agent, the Bookrunners, the
Arrangers or by any other person under or in connection with any Finance
Document, the transactions contemplated by the Finance Documents or any other
agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Finance Document.


 


25.16                 Deduction
from Amounts Payable by the Facility Agent


 


If any amount is due and payable by any party to the Facility Agent
under any Finance Document the Facility Agent may, after giving notice to that
party, deduct an amount not exceeding that amount from any payment to that party
which the Facility Agent would otherwise be obliged to make under the Finance
Documents and apply the amount deducted in or towards satisfaction of the
amount owed. For the purposes of the Finance Documents that party shall be
regarded as having received such payment without any such deduction.


 


25.17                 Obligors’
Agent


 


(a)                                  Each Obligor irrevocably authorises the
Ultimate Parent to act on its behalf as its agent in relation to the Finance
Documents and irrevocably authorises:


 


(i)                                    the Ultimate Parent on its behalf to supply
all information concerning itself, its financial condition and otherwise to the
relevant persons contemplated under this Agreement and to give all notices and
instructions to execute on its behalf any Finance Document and to enter into
any agreement in connection with the Finance Documents notwithstanding that the
same may affect such Obligor, without further reference to or the consent
of such Obligor; and


 


(ii)                                each Finance Party to give any notice, demand
or other communication to be given to or served on such Obligor pursuant to the
Finance Documents to the Ultimate Parent on its behalf,


 


and in each such case such Obligor will be bound thereby as though the
Company or such Obligor itself had supplied such information, given such notice
and instructions, executed such Finance Document and agreement or received any
such notice, demand or other communication.


 


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(b)                                  Every act, omission, agreement, undertaking,
settlement, waiver, notice or other communication given or made by the Obligors’
Agent under any Finance Document, or in connection with this Agreement (whether
or not known to any Obligor and whether occurring before or after such person
became party to this Agreement), shall be binding for all purposes on all
Obligors as if the Obligors had expressly made, given or concurred with the
same. In the event of any conflict between any notices or other communications
of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent
shall prevail.


 


25.18                 Co-operation
with the Facility Agent


 


Each Lender and each Obligor will co-operate with the Facility Agent to
complete any legal requirements imposed on the Facility Agent in connection
with the performance of its duties under this Agreement and shall supply any
information requested by the Facility Agent in connection with the proper
performance of those duties provided that no Obligor shall be under any
obligation to provide any information the supply of which would be contrary to
any confidentiality obligation binding on any member of the Group or prejudice
the retention of legal privilege in such information and provided further no
Obligor shall (and the Ultimate Parent shall procure that no member of the
Bridge Group or the Bank Group shall) be able to deny the Facility Agent any
such information by reason of it having entered into a  confidentiality undertaking which would
prevent it from disclosing, or be able to claim any legal privilege in respect
of, any financial information relating to itself or the Group.


 


25.19                 “Know your
client” checks


 


Nothing in this Agreement shall oblige any of
the Facility Agent or the Arrangers to carry out any “know your client” or
other applicable anti-money laundering checks in relation to the identity of
any person on behalf of any Lender and each Lender confirms to the each of the
Facility Agent, the Bookrunners and the Arrangers that it is solely responsible
for any such checks it is required to carry out and that it may not rely
on any statement in relation to such checks made by any other person.


 


26.                               BORROWERS’
INDEMNITIES


 


26.1                        General
Indemnities


 


With effect from the Merger Closing Date, the Borrower undertakes to
indemnify:


 


(a)                                  each of the Finance Parties against any
out-of-pocket cost, claim, loss, expense (including legal fees) or liability,
which any of them may sustain or incur as a consequence of the occurrence
of any Default; and


 


(b)                                  each Lender against any out-of-pocket loss it
may suffer or incur as a result of its funding or making arrangements to
fund its portion of an Initial Loan, in each case requested by the Borrower
under this Agreement but not made by reason of the operation of any one or more
of the provisions of this Agreement (save as a result of such Lender’s own gross
negligence or wilful default).


 


26.2                        Break Costs


 


(a)                                  The Borrower shall, within 3 Business Days of
demand by a Finance Party, pay to that Finance Party its Break Costs
attributable to all or any part of any Initial Loan or Unpaid Sum being
paid by the Borrower on a day other than the last day of an Interest Period for
that Initial Loan or Unpaid Sum.


 


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(b)                                  Each Lender shall, as soon as reasonably
practicable after a demand by the Facility Agent, provide a certificate
confirming the amount of its Break Costs for any Interest Period in which they
accrue.


 


27.                               CURRENCY OF
ACCOUNT


 


27.1                        Currency


 


Dollars is the currency of account and payment for each and every sum at
any time due from any Obligor under this Agreement provided that:


 


(a)                                  each repayment of any Outstandings or Unpaid
Sum (or part of it) shall be made in the currency in which those
Outstandings or Unpaid Sum are denominated on their due date;


 


(b)                                  interest shall be payable in the currency in
which the sum in respect of which such interest is payable was denominated when
that interest accrued;


 


(c)                                  each payment in respect of costs and expenses
shall be made in the currency in which the same were incurred; and


 


(d)                                  each payment pursuant to Clause 12.3 (Tax Indemnity) or Clause 13.1 (Increased Costs) shall be made in the
currency specified by the Finance Party claiming under it, acting reasonably.


 


27.2                        Currency
Indemnity


 


If any sum due from any Obligor under this Agreement or any order or
judgment given or made in relation to this Agreement has to be converted from
the currency (the “first currency”)
in which the same is payable under this Agreement or under such order or
judgment into another currency (the “second
currency”) for the purpose of (a) making or filing a claim or
proof against such Obligor, (b) obtaining an order or judgment in any
court or other tribunal or (c) enforcing any order or judgment given or
made in relation to this Agreement, the Borrower agrees, with effect from the
Merger Closing Date, to indemnify and hold harmless each of the persons to whom
such sum is due from and against any loss suffered or incurred as a result of
any discrepancy between (x) the rate of exchange used for such purpose to
convert the sum in question from the first currency into the second currency
and (y) the rate or rates of exchange at which such person may in the
ordinary course of business purchase the first currency with the second
currency at the time of receipt of the sum paid to it in satisfaction, in whole
or in part, of any such order, judgment, claim or proof.


 


28.                               PAYMENTS


 


28.1                        Payment to
the Facility Agent


 


On each date on which this Agreement requires an amount to be paid by
any Obligor or any of the Lenders under this Agreement, such Obligor or, as the
case may be, such Lender shall make the same available to the Facility
Agent by payment in same day funds (or such other funds as may for the
time being be customary for the settlement of transactions in the relevant
currency) to such account or bank as the Facility Agent (acting reasonably) may have
specified for this purpose and any such payment which is made for the account
of another person shall be made in time to enable the Facility Agent to make
available such person’s portion of it to such other person in accordance with
Clause 28.2 (Same Day Funds).


 


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28.2                        Same Day
Funds


 


Save as otherwise provided in this Agreement, each payment received by
the Facility Agent for the account of another person shall be made available by
the Facility Agent to such other person (in the case of a Lender, for the
account of its Facility Office) for value the same day by transfer to such
account of such person with such bank in a Participating Member State or London
(or for payments in Dollars, in the applicable financial centre) as such person
shall have previously notified to the Facility Agent for this purpose.


 


28.3                        Clear
Payments


 


Any payment required to be made by any Obligor under this Agreement shall
be calculated without reference to any set-off or counterclaim and shall be
made free and clear of, and without any deduction for or on account of, any
set-off or counterclaim.


 


28.4                        Partial
Payments


 


If the Facility Agent receives a payment that is insufficient to
discharge all the amounts then due and payable by any Obligor under the Finance
Documents, the Facility Agent shall, unless otherwise instructed by an
Instructing Group, apply that payment towards the obligations of that Obligor
under the Finance Documents in the following order:


 


(a)                                  first, in payment in or towards payment pro rata of any unpaid fees, costs and
expenses incurred by the Facility Agent under the Finance Documents;


 


(b)                                  secondly, in or towards payment pro rata of any accrued interest or
commission due but unpaid under any Finance Document;


 


(c)                                  thirdly, in or towards payment pro rata of any principal due but unpaid
under any Finance Document; and


 


(d)                                  fourthly, in or towards payment pro rata of any other sum due but unpaid
under the Finance Documents,


 


and such application shall override any appropriation made by an
Obligor.


 


28.5                        Indemnity


 


Where a sum is to be paid under the Finance Documents to the Facility
Agent for the account of another person, the Facility Agent shall not be obliged
to make the same available to that other person (or to enter into or perform any
exchange contract in connection therewith) until it has been able to establish
to its satisfaction that it has actually received such sum, but if it does so
and it proves to be the case that it had not actually received such sum, then
the person to whom such sum (or the proceeds of such exchange contract) was (or
were) so made available shall on request refund the same to the Facility Agent,
together with an amount sufficient to indemnify and hold harmless the Facility
Agent from and against any cost or loss it may have suffered or incurred
by reason of its having paid out such sum (or the proceeds of such exchange
contract) prior to its having received such sum. This indemnity shall only
apply to the Obligors with effect from the Merger Closing Date.


 


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28.6                        Notification
of Payment


 


Without prejudice to the liability of each party to this Agreement to
pay each amount owing by it under this Agreement on the due date therefor,
whenever a payment is expected to be made by any of the Finance Parties or the
Facility Agent shall give notice prior to the expected date for such payment,
notify all such Finance Parties of the amount, currency and timing of such
payment.


 


28.7                        Business
Days


 


(a)                                  Any payment which is due to be made on a day
that is not a Business Day shall be made on the immediately succeeding Business
Day in the same calendar month (if there is one) or the immediately preceding
Business Day (if there is not).


 


(b)                                  During any extension of the due date for
payment of any principal or an Unpaid Sum under this Agreement, interest is
payable on such amount at the rate payable on the original due date.


 


29.                               SET-OFF


 


29.1                        Right to
Set-off


 


With effect from the Merger Closing Date, each of the Obligors
authorises each Lender to apply any credit balance to which such Obligor is
entitled on any account of such Obligor with that Lender in satisfaction of any
sum due and payable from such Obligor to such Lender under this Agreement but
unpaid; for this purpose, each Lender is authorised to purchase with the moneys
standing to the credit of any such account such other currencies as may be
necessary to effect such application.


 


29.2                        No
Obligation


 


No Lender shall be obliged to exercise any right given to it by Clause
29.1 (Right to Set-Off).


 


30.                               SHARING
AMONG THE FINANCE PARTIES


 


30.1                        Payments to
Finance Parties


 


If a Finance Party (a “Recovering
Finance Party”) receives or recovers any amount from any Obligor
other than in accordance with Clause 28 (Payments)
and applies that amount to a payment due under the Finance Documents then:


 


(a)                                  the Recovering Finance Party shall, within 3
Business Days, notify details of the receipt or recovery to the Facility Agent;


 


(b)                                  the Facility Agent shall determine whether
the receipt or recovery is in excess of the amount the Recovering Finance Party
would have been paid had the receipt or recovery been received or made by the
Facility Agent and distributed in accordance with Clause 28.4 (Partial Payments), without taking account
of any tax which would be imposed on the Facility Agent in relation to the
receipt, recovery or distribution; and


 


(c)                                  the Recovering Finance Party shall, within 3
Business Days of demand by the Facility Agent, pay to the Facility Agent an
amount (the “Sharing
Payment”) equal to such
receipt or recovery less any amount which the Facility Agent determines may be
retained by the Recovering Finance Party as its share of any payment to be
made, in accordance with Clause 28.4 (Partial
Payments).


 


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30.2                        Redistribution
of Payments


 


The Facility Agent shall treat the Sharing Payment as if it had been
paid by the relevant Obligor and shall distribute it between the Finance
Parties (other than the Recovering Finance Party) in accordance with Clause
28.4 (Partial Payments).


 


30.3                        Recovering
Finance Party’s Rights


 


(a)                                  On a distribution by the Facility Agent under
Clause 30.2 (Redistribution of Payments),
the Recovering Finance Party will be subrogated to the rights of the Finance
Parties which have shared in the redistribution.


 


(b)                                  If and to the extent that the Recovering
Finance Party is not able to rely on its rights under paragraph (a) above,
the relevant Obligor shall be liable to the Recovering Finance Party for a debt
equal to the Sharing Payment which is immediately due and payable.


 


30.4                        Reversal of
Redistribution


 


If any part of the Sharing Payment received or recovered by a Recovering
Finance Party becomes repayable and is repaid by that Recovering Finance Party,
then:


 


(a)                                  each Finance Party which has received a share
of the relevant Sharing Payment pursuant to Clause 30.2 (Redistribution of Payments) shall, upon the request of the Facility
Agent, pay to the Facility Agent for account of that Recovering Finance Party
an amount equal to its share of the Sharing Payment (together with an amount as
is necessary to reimburse that Recovering Finance Party for its share of any
interest on the Sharing Payment which that Recovering Finance Party is required
to pay); and


 


(b)                                  that Recovering Finance Party’s rights of
subrogation in respect of any reimbursement shall be cancelled and the Parent
or the relevant Obligor will be liable to the reimbursing Finance Party for the
amount so reimbursed.


 


30.5                        Exceptions


 


(a)                                  This Clause 30 shall not apply to the extent
that the Recovering Finance Party would not, after making any payment pursuant
to this Clause, have a valid and enforceable claim against the relevant
Obligor.


 


(b)                                  A Recovering Finance Party is not obliged to
share with any other Finance Party under this Clause 30, any amount which the
Recovering Finance Party has received or recovered as a result of taking legal
or arbitration proceedings, if:


 


(i)                                    it notified such other Finance Party of the
legal or arbitration proceedings; and


 


(ii)                                such other Finance Party had an opportunity
to participate in those legal or arbitration proceedings but did not do so as
soon as reasonably practicable having received notice of it or did not take
separate legal or arbitration proceedings.


 


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31.                               CALCULATIONS
AND ACCOUNTS


 


31.1                        Day Count
Convention


 


Interest and commitment commission shall accrue from day to day and
shall be calculated on the basis of a year of 365 days (in the case of amounts
denominated in Sterling) or 360 days (in the case of amounts denominated in any
other currency) (as appropriate or, in any case where market practice differs,
in accordance with market practice) and the actual number of days elapsed and
any Tax Deductions required to be made from any payment of interest shall be
computed and paid accordingly.


 


31.2                        Reference
Banks


 


Save as otherwise provided in this Agreement, on any occasion a
Reference Bank or Lender fails to supply the Facility Agent with an interest
rate quotation required of it under the foregoing provisions of this Agreement,
the rate for which such quotation was required shall be determined from those
quotations which are supplied to the Facility Agent.


 


31.3                        Maintain
Accounts


 


Each Lender shall maintain in accordance with its usual practice
accounts evidencing the amounts from time to time lent by and owing to it under
this Agreement.


 


31.4                        Control
Accounts


 


The Facility Agent, acting for this purpose as an agent of the Obligors,
shall maintain on its books a control account or accounts in which shall be
recorded:


 


(a)                                  the principal amount of any Initial Loan or
Unpaid Sum;


 


(b)                                  the amount of all principal, interest and
other sums due or to become due from each of the Obligors to any of the Lenders
under the Finance Documents and each Lender’s share in it; and


 


(c)                                  the amount of any sum received or recovered
by the Facility Agent under this Agreement and each Lender’s share in it.


 


31.5                        Prima Facie
Evidence


 


In any legal action or proceeding arising out of or in connection with
this Agreement, the entries made in the accounts maintained pursuant to
Clause 31.4 (Control Accounts)
shall, in the absence of manifest error, be prima
facie evidence of the existence
and amounts of the specified obligations of the Obligors. The Obligors may treat
each person whose name is registered in the control accounts pursuant to Clause
31.4 (Control Accounts) as Lender for all
purposes of this Agreement, notwithstanding notice to the contrary.


 


31.6                        Certificate
of Finance Party


 


A certificate of a Finance Party as to the amount for the time being
required to indemnify it against any Tax Liability pursuant to Clause 12.3 (Tax Indemnity) or any Increased Cost
pursuant to Clause 13.1 (Increased Costs)
shall, in the absence of manifest error, be prima
facie evidence of the existence and amounts of the specified
obligations of the Borrower.


 


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31.7                        Certificate
of the Facility Agent


 


A certificate of the Facility Agent as to the amount at any time due
from the Borrower under this Agreement (or the amount which, but for any of the
obligations of the Borrower under this Agreement being or becoming void,
unenforceable or ineffective, at any time, would have been due from the
Borrower under this Agreement) shall, in the absence of manifest error, be prima facie evidence for the purposes of
Clause 24 (Guarantee and Indemnity).


 


32.                               ASSIGNMENTS
AND TRANSFERS


 


32.1                        Successors
and Assignees


 


This Agreement shall be binding upon and enure to the benefit of each
party to this Agreement and its or any subsequent successors, permitted
assignees and Transferees.


 


32.2                        Assignment
or Transfers by Obligors


 


Other than pursuant to the requirements of Clause 3.2 (Conditions Subsequent), none of the
rights, benefits and obligations of an Obligor under this Agreement shall be
capable of being assigned or transferred and each Obligor undertakes not to
seek to assign or transfer any of its rights, benefits and obligations under
this Agreement in each case, other than to another Obligor and, in each case,
provided that no Event of Default is continuing or would arise as a result of
such assignment or transfer.


 


32.3                        Assignments
or Transfers by Lenders


 


(a)                                  Any
Lender may, at any time, assign all or any of its rights and benefits under the
Finance Documents in accordance with Clause 32.4 (Assignments) or transfer all or any of its rights, benefits
and obligations under the Finance Documents in accordance with Clause 32.5 (Transfer Deed), subject to the prior
approval of the Facility Agent (such approval not to be unreasonably withheld)
and provided that the prior consultation of the Borrower shall be required in
respect of any assignment or transfer arising as part of the primary
syndication of the Facility.


 


(b)                                  No Lender shall be entitled to:


 


(i)                                    effect any assignment or transfer which
would result in it or the proposed assignee or transferee holding an aggregate
participation of more than zero but less than $1,000,000 in the Facility, save
that an assignment or transfer may be made to or by a trust, fund or other
non-bank entity which customarily participates in the institutional market
which would result in such entity holding an aggregate participation of at
least $500,000 in the Facility;


 


(ii)                                in relation to any sub-participation of its
rights and obligations under the Facility, relinquish some or all of its voting
rights in respect of the Facility to any person in respect of any such
sub-participation other than voting rights in respect of the matters referred
to in paragraphs (b), (c), (d) or (e) of Clause 38.2 (Consent).


 


(c)                                  If:


 


(i)                                    any sum payable to any Lender by an Obligor
is required to be increased under Clause 12.1 (Tax
Gross-up);


 


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(ii)                                a Lender claims indemnification from the
Borrower under the provisions of Clause 12.3 (Tax
Indemnity) or Clause 13.1 (Increased
Costs); or


 


(iii)                            any Lender becomes a Non-Funding Lender,


 


the Borrower may within 90 days of such requirement or position
being notified to it, request that such Lender assigns or transfers all of its
rights and obligations under this Agreement at par to any person selected by
the Borrower that has agreed to accept such assignment or transfer, and such
Lender shall effect such assignment or transfer within 10 Business Days of such
request.


 


(d)                                  For the purposes of satisfying the minimum
hold requirement set out in paragraph (b) of this Clause 32.3, any
participations held by funds advised and/or managed by a common entity may be
aggregated.


 


(e)                                  Notwithstanding any provision of this Clause
32.3 (Assignments or Transfers by Lenders), no
assignment or transfer shall be effective until the transfer is recorded in the
control accounts pursuant to Clause 31.4 (Control Accounts).


 


32.4                        Assignments


 


If any Lender wishes to assign all or any of its rights and benefits
under the Finance Documents, unless and until the relevant assignee has agreed
with the other Finance Parties that it shall be under the same obligations
towards each of them as it would have been under if it had been an original
party to the Finance Documents as a Lender, such assignment shall not become
effective and the other Finance Parties shall not be obliged to recognise such
assignee as having the rights against each of them which it would have had if
it had been such a party to this Agreement.


 


32.5                        Transfer
Deed


 


(a)                                  If any Lender wishes to transfer all or any
of its rights, benefits and/or obligations under the Finance Documents, such
transfer may be effected by novation through the delivery to the Facility
Agent of a duly completed and duly executed Transfer Deed.


 


(b)                                  The Facility Agent shall only be obliged to
execute a Transfer Deed delivered to it pursuant to paragraph (a) above,
upon its satisfaction with the results of all “know your client” or other
applicable anti-money laundering checks relating to the identity of any person
that it is required to carry out in relation to such Transferee.


 


(c)                                  Upon its execution of the Transfer Deed
pursuant to paragraph (b) above on the later of the Transfer Date
specified in such Transfer Deed and the fifth Business Day after (or such
earlier Business Day endorsed by the Facility Agent on such Transfer Deed
falling on or after) the date of execution of such Transfer Deed by the
Facility Agent:


 


(i)                                    to the extent that in such Transfer Deed the
Lender party to it seeks to transfer its rights, benefits and obligations under
the Finance Documents, each of the Obligors and such Lender shall be released
from further obligations towards one another under the Finance Documents to
that extent and their respective rights against one another shall be cancelled
to that extent (such rights and obligations being referred to in this Clause
32.5 as “discharged rights and
obligations”);


 


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(ii)                                each of the Obligors and the Transferee party
to it shall assume obligations towards one another and/or acquire rights against
one another which differ from the discharged rights and obligations only
insofar as such Obligor and such Transferee have assumed and/or acquired the
same in place of such Obligor and such Lender;


 


(iii)                            the other Finance Parties and the Transferee shall
acquire the same rights and benefits and assume the same obligations between
themselves as they would have acquired and assumed had such Transferee been an
original party to the Finance Documents as a Lender with the rights, benefits
and obligations acquired or assumed by it as a result of such transfer;


 


(iv)                               all payments due hereunder from any Obligor
shall be due and payable to such Transferee and not to the transferring Lender;
and


 


(d)                                  such Transferee shall become a party to this
Agreement as a Lender.


 


32.6                        Transfer Fee


 


On the date upon which a transfer takes effect pursuant to Clause
32.5 (Transfer Deed) the
Transferee in respect of such transfer shall pay to the Facility Agent for its
own account a transfer fee of £1,500 provided that this fee shall not be
payable by any Lender that becomes a party to this Agreement prior to the
completion of the initial syndication of the Facility.


 


32.7                        Disclosure
of Information


 


(a)                                  Each of the Facility Agent, the Security
Trustee, the Bookrunners, the Arrangers and the Lenders agrees to maintain the
confidentiality of all information received from the Ultimate Parent or any
member of the Group relating to the Ultimate Parent or any member of the Group
or its business other than any such information that:


 


(i)                                    is or becomes public knowledge other than as
a direct result of any breach of this Clause; or


 


(ii)                                is available to the Facility Agent, the
Security Trustee, the Bookrunners, the Arrangers or such Lender on a
non-confidential basis prior to receipt thereof from the relevant member of the
Group; or


 


(iii)                            is lawfully obtained by any of the Facility
Agent, the Security Trustee, the Bookrunners, the Arrangers or such Lender
after that date of receipt other than from a source which is connected with the
Group and which, as far as the relevant recipient thereof is aware, has not
been obtained in violation of, and is not otherwise subject to, any obligation
of confidentiality.


 


(b)                                  Notwithstanding paragraph (a) of this
Clause 32.7 any Lender may disclose to any of its Affiliates, to any
actual or potential assignee or Transferee, to any person who may otherwise
enter into contractual relations with such Lender in relation to this Agreement
or any person to whom, and to the extent that, information is required to be
disclosed by any applicable Law, such information about the Ultimate Parent,
the Obligors, the Senior Obligors or the Group as a whole as such Lender shall
consider appropriate provided that any such Affiliate, actual or potential
assignee or Transferee or other person who may otherwise enter into
contractual relations in


 


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relation
to this Agreement shall first have entered into a confidentiality undertaking
on substantially the same terms as this Clause 32.7.


 


32.8                        No Increased
Obligations


 


If:


 


(a)                                  a Lender assigns or transfers any of its
rights or obligations under the Finance Documents or changes its Facility
Office; and


 


(b)                                  as a result of circumstances existing at the
date of the assignment, transfer or change of Facility Office, the Parent or an
Obligor would be obliged to make a payment to the assignee, Transferee or the
Lender acting through its new Facility Office under Clause 12.1 (Tax Gross-Up), 12.3 (Tax Indemnity) or Clause 13 (Increased Costs),


 


then the assignee, Transferee or the Lender acting through its new
Facility Office shall only be entitled to receive payment under those Clauses
to the same extent as the assignor, transferor or the Lender acting through its
previous Facility Office would have been if the assignment, transfer or change
had not occurred.


 


32.9                        Notification


 


The Facility Agent shall, within 10 Business Days of receiving a
Transfer Deed or a notice relating to an assignment pursuant to Clause 32.4 (Assignments) or a notice from a Lender or
the giving by the Facility Agent of its consent, in each case, relating to a
change in such Lender’s Facility Office, notify the Borrower of any such
assignment, transfer or change in Facility Office, as the case may be.


 


33.                               COSTS AND
EXPENSES


 


33.1                        Transaction
Costs


 


The Borrower shall, from time to time no later than 10 Business Days
after demand from the Facility Agent (unless the relevant cost or expense is
being queried by the Borrower in good faith), reimburse the Facility Agent, the
Security Trustee and each of the Arrangers for all reasonable out-of-pocket
costs and expenses (including reasonable legal fees and disbursements of legal
counsel, any value added tax thereon and all travel and other reasonable
out-of-pocket expenses) incurred by them in connection with the negotiation,
preparation, execution, perfection, printing and distribution of the Finance
Documents and the completion of the transactions therein contemplated and the
syndication of the Facility (including publicity expenses) up to the levels
agreed with the Borrower.


 


33.2                        Extended Term Loan and Exchange Note Costs


 


The Borrower shall, from time to time no later than 10 Business Days
after demand from the Facility Agent (unless the relevant cost or expense is
being queried by the Borrower in good faith), reimburse the Facility Agent, the
Security Trustee, the Exchange Note Trustee and each of the Arrangers for all
reasonable out-of-pocket costs and expenses (including reasonable legal fees
and disbursements of legal counsel, any value added tax thereon and all travel
and other reasonable out-of-pocket expenses) incurred by them in connection
with the negotiation, preparation, execution, perfection, printing and
distribution of the Extended Term Loan Credit Agreement (and any related
document referred to therein) and the Exchange Documents, and the completion of
the transactions contemplated therein (other than in respect of any New High
Yield Notes).


 


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33.3                        Preservation
and Enforcement Costs


 


The Borrower shall, from time to time on demand of the Facility Agent,
reimburse each Finance Party for all third party costs and expenses (including
legal fees and any value added tax thereon) incurred in or in connection with the
preservation and/or enforcement of any of the rights of such Finance Party
under the Finance Documents provided that any such costs and expenses incurred
in connection with the preservation of such rights are reasonable.


 


33.4                        Stamp Taxes


 


The Borrower shall pay all stamp, registration, documentary and other
taxes (including any penalties, additions, fines, surcharges or interest
relating thereto) to which any of the Finance Documents or any judgment given
in connection therewith is or at any time may be subject and shall with
effect from the Merger Closing Date and from time to time thereafter within 10
Business Days of demand from the Facility Agent, indemnify the Finance Parties
against any liabilities, costs, claims and expenses resulting from any failure
to pay or any delay in paying those taxes. The Facility Agent shall be entitled
(but not obliged) to pay those taxes (whether or not they are its primary
responsibility) and to the extent that it does so claim under this Clause 33.4.


 


33.5                        Amendments,
Consents and Waivers


 


If an Obligor requests any amendment, consent or waiver in accordance
with Clause 38 (Amendments), the
relevant Obligor shall, on demand of the Facility Agent, reimburse the Finance
Parties for all third party costs and expenses (including legal fees) incurred
by any of the Finance Parties in responding to or complying with such request.


 


33.6                        Lenders’
Indemnity


 


If any Obligor fails to perform any of its obligations under this
Clause 33, each Lender shall indemnify and hold harmless each of the Facility
Agent, the Arrangers and/or the Security Trustee from and against its
Proportion (as determined at all times for these purposes in accordance with
paragraph (c) of the definition of “Proportion”) of any loss incurred by
any of them as a result of such failure and the relevant Obligor shall
forthwith reimburse each Lender for any payment made by it pursuant to this
Clause.


 


33.7                        Value Added
Tax


 


(a)                                  All amounts expressed to be payable under any
Finance Document by any Obligor to a Finance Party shall be exclusive of any
VAT. If VAT is chargeable on any supply made by a Finance Party to any Obligor
under any Finance Document (whether that supply is taxable pursuant to the
exercise of an option or otherwise), the relevant Finance Party shall provide a
VAT invoice to the Obligor and that Obligor shall pay to that Finance Party (in
addition to and at the same time as paying that consideration) the VAT as
further consideration.


 


(b)                                  No payment or other consideration to be made
or furnished to any Obligor pursuant to or in connection with any Finance
Document may be increased or added to by reference to (or as a result of
any increase in the rate of) any VAT which shall be or may become
chargeable in respect of any taxable supply.


 


(c)                                  Where a Finance Document requires any party
to reimburse a Finance Party for any costs or expenses, that party shall also
pay any amount of those costs or expenses incurred referable to VAT chargeable
thereon.


 


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34.                               REMEDIES AND WAIVERS


 


No failure to exercise, nor any delay in exercising, on the part of
the Finance Parties or any of them, any right or remedy under this Agreement
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right or remedy prevent any further or other exercise thereof or the
exercise of any other right or remedy. The rights and remedies provided in this
Agreement are cumulative and not exclusive of any rights or remedies provided
by Law.


 


35.                               NOTICES AND DELIVERY OF INFORMATION


 


35.1                        Writing


 


Each communication to be made under this Agreement shall be made in
writing and, unless otherwise stated, shall be made by fax, telex or letter.


 


35.2                        Giving of Notice


 


Any communication or document to be made or delivered by one person to
another pursuant to this Agreement shall in the case of any person other than a
Lender (unless that other person has by 10 Business Days’ written notice to the
Facility Agent specified another address) be made or delivered to that other person
at the address identified with its signature below or, in the case of a Lender,
at the address from time to time designated by it to the Facility Agent for the
purpose of this Agreement (or, in the case of a Transferee at the end of the
Transfer Deed to which it is a party as Transferee) and shall be deemed to have
been made or delivered when despatched (in the case of any communication made
by fax) or (in the case of any communication made by letter) when left at the
address or (as the case may be) 5 Business Days after being deposited in
the post postage prepaid in an envelope addressed to it at that address
provided that any communication or document to be made or delivered to the
Facility Agent shall be effective only when received by the Facility Agent and
then only if the same is expressly marked for the attention of the department
or officer identified with the Facility Agent’s signature below (or such other
department or officer as the Facility Agent shall from time to time specify by
not less than 10 Business Days’ prior written notice to the Borrower for this
purpose).


 


35.3                        Use of Websites/E-mail


 


(a)                                  An Obligor may (and
upon request by the Facility Agent, shall) satisfy its obligations under this
Agreement to deliver any information in relation to those Lenders (the “Website
Lenders”) who have not objected to the delivery of information electronically
by posting this information onto an electronic website designated by the
Borrower and the Facility Agent (the “Designated Website”) or by e-mailing
such information to the Facility Agent, if:


 


(i)                                    the Facility
Agent expressly agrees that they will accept communication and delivery of any
documents required to be delivered pursuant to this Agreement by this method;


 


(ii)                                in the case of
posting to the Designated Website, the Borrower and the Facility Agent are
aware of the address of, and any relevant password specifications for, the
Designated Website; and


 


(iii)                            the information
is in a format previously agreed between the Borrower and the Facility Agent.


 


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(b)                                  If any Lender
(a “Paper Form Lender”) objects to the delivery
of information electronically then the Facility Agent shall notify the Borrower
accordingly and the Borrower shall supply the information to the Facility Agent
(in sufficient copies for each Paper Form Lender) in paper form.


 


(c)                                  The Facility
Agent shall supply each Website Lender with the address of, and any relevant
password specifications for, the Designated Website following designation of
that website by the Borrower and the Facility Agent.


 


(d)                                  Any Website
Lender may request, through the Facility Agent, one paper copy of any
information required to be provided under this Agreement which is posted onto
the Designated Website. The Borrower shall comply with any such request within
10 Business Days.


 


(e)                                  Subject to the
other provisions of this Clause 35.3, any Obligor may discharge its
obligation to supply more than one copy of a document under this Agreement by
posting one copy of such document to the Designated Website or e-mailing one
copy of such document to the Facility Agent.


 


(f)                                    For the
purposes of paragraph (a) above, the Facility Agent hereby expressly
agrees that:


 


(i)                                    they will
accept delivery of documents required to be delivered under Clause 17 (Financial Information) by the posting of
such documents to the Designated Website or by email delivery to the Facility
Agent; and


 


(ii)                                they have
agreed to the format of the information required to be delivered under Clause
17 (Financial Information).


 


35.4                        Electronic Communication


 


(a)                                  Any
communication to be made between the Facility Agent and any Lender under or in
connection with the Finance Documents may be made by electronic mail or
other electronic means, if the Facility Agent and the relevant Lender:


 


(i)                                    agree that,
unless and until notified to the contrary, this is to be an accepted form of
communication;


 


(ii)                                notify each
other in writing of their electronic mail address and/or any other information
required to enable the sending and receipt of information by that means; and


 


(iii)                            notify each
other of any change to their address or any other such information supplied by
them.


 


(b)                                  Any electronic
communication made between the Facility Agent and a Lender will be effective
only when actually received in readable form and in the case of any
electronic communication made by a Lender to the Facility Agent only if it is
addressed in such a manner as the Facility Agent shall specify for this
purpose.


 


35.5                        Certificates of Officers


 


All certificates of officers of any company hereunder may be given
on behalf of the relevant company and in no event shall personal liability
attach to such an officer.


 


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35.6                        Patriot Act


 


Each Lender subject to the USA Patriot Act (Title 111 of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Act”) hereby notifies the Ultimate Parent and the Borrower
that pursuant to the requirements of the Act, it is required to obtain, verify
and record information that identifies the Ultimate Parent and the other
Obligors and other information that will allow such Lender to identify the
Ultimate Parent and the other Obligors in accordance with the Act.


 


36.                               ENGLISH LANGUAGE


 


Each communication and document made or delivered by one party to
another pursuant to this Agreement shall be in the English language or
accompanied by a translation of it into English certified (by an officer of the
person making or delivering the same) as being a true and accurate translation
of it.


 


37.                               PARTIAL INVALIDITY


 


If, at any time, any provision of this Agreement is or becomes illegal,
invalid or unenforceable in any respect under the Law of any jurisdiction, such
illegality, invalidity or unenforceability shall not affect:


 


(a)                                  the legality,
validity or enforceability of the remaining provisions of this Agreement; or


 


(b)                                  the legality,
validity or enforceability of such provision under the Law of any other
jurisdiction.


 


38.                               AMENDMENTS


 


38.1                        Amendments


 


Except as otherwise provided in this Agreement, the Facility Agent, if
it has the prior written consent of an Instructing Group, and the Obligors
affected thereby, may from time to time agree in writing to amend any
Finance Document or to consent to or waive, prospectively or retrospectively,
any of the requirements of any Finance Document and any amendments, consents or
waivers so agreed shall be binding on all the Finance Parties and the Obligors.
For the avoidance of doubt, any amendments relating to this Agreement shall only
be made in accordance with the provisions of this Agreement, notwithstanding
any other provisions of the Finance Documents.


 


38.2                        Consent


 


An amendment, consent or waiver relating to the following matters may be
made with the prior written consent of each Lender affected thereby:


 


(a)                                  any increase in
the principal amount of any Commitment of such Lender;


 


(b)                                  a reduction in
the proportion of any amount received or recovered (whether by way of set-off,
combination of accounts or otherwise) in respect of any amount due from any
Obligor under this Agreement to which such Lender is entitled;


 


(c)                                  a decrease in
any Applicable Margin for, or the principal amount of, any Initial Loan or any
interest payment, fees or other amounts due under this Agreement to such Lender
from any Obligor or any other party to this Agreement;


 


(d)                                  any change in
the currency of account (other than a change resulting from the United Kingdom
becoming a Participating Member State);


 


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(e)                                  unless
otherwise specified the deferral of the date for payment of any principal,
interest, fee or any other amount due under this Agreement to such Lender from
any Obligor or any other party to this Agreement;


 


(f)                                    the deferral of
the Termination Date, the Initial Maturity Date or the Extension Date;


 


(g)                                 any reduction
to the percentage set forth in the definition of Instructing Group; or


 


(h)                                 a change to any
provision which contemplates the need for the consent or approval of all the
Lenders.


 


38.3                        Technical Amendments


 


Notwithstanding any other
provision of this Clause 38 (Amendments),
the Facility Agent may at any time without the consent or sanctions of the
Lenders, concur with the Borrower in making any modifications to any Finance
Document, which in the opinion of the Facility Agent would be proper to make
provided that the Facility Agent is of the opinion that such modification would
not be prejudicial to the position of any Lender and in the opinion of the
Facility Agent such modification is of a formal, minor or technical nature or
is to correct a manifest error. Any such modification shall be made on such
terms as the Facility Agent may determine, shall be binding upon the
Lenders, and shall be notified by the Borrower to the Lenders as soon as practicable
thereafter.


 


38.4                        Guarantees and Security


 


A waiver of issuance or the release of any Guarantor from any of its
obligations under Clause 24 (Guarantee and
Indemnity) or a release of any Security under the Security
Documents, in each case, other than in accordance with the terms of any Finance
Document shall require the prior written consent of Lenders whose Available
Commitments plus Outstandings amount in aggregate to more than 90 per cent. of
the Available Facility plus aggregate Outstandings.


 


38.5                        Release of Guarantees and Security


 


(a)                                  Subject to
paragraph (b) below, at the time of completion of any disposal by the
Parent or any Obligor of any shares, the Security Trustee shall (and it is
hereby authorised by the other Finance Parties to) at the request of and cost
of the relevant Obligor, execute such documents as may be required to:


 


(i)                                    release those
shares from Security constituted by any relevant Security Document; and


 


(ii)                                release any
person which as a result of that disposal, ceases to be any Obligor, from any
guarantee, indemnity or Security Document to which it is a party and its other
obligations under any other Finance Document.


 


(b)                                  The Security
Trustee shall only be required under paragraph (a) above to grant the
release of any Security on account of a Disposal as described in that paragraph
described in that paragraph if:


 


(i)                                    the disposal is
permitted under Clause 20.6 (Disposals)
or otherwise with the consent of an Instructing Group;


 


(ii)                                (to the extent
that any proceeds of that disposal are to be applied in repayment of the
Facility) the Facility Agent has received (or is satisfied, acting reasonably,
that it will


 


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receive
immediately following the disposal) the appropriate amount of those proceeds;
and


 


(iii)                            (to the extent
that the disposal is to be in exchange for replacement assets) the Security
Trustee has either received (or is satisfied, acting reasonably, that it will
receive immediately following the disposal) one or more duly executed Security
Documents granting Security over those replacement assets or is satisfied,
acting reasonably, that the replacement assets will be subject to Security
pursuant to any existing Security Documents.


 


38.6                        Amendments affecting the Facility Agent


 


Notwithstanding any other provision of this Agreement, the Facility
Agent shall not be obliged to agree to any amendment, consent  or waiver if the same would:


 


(a)                                  amend or waive
any provision of Clause 25 (Agents),
Clause 33 (Costs and Expenses) or
this Clause 38; or


 


(b)                                  otherwise amend
or waive any of the Facility Agent’s rights under this Agreement or subject the
Facility Agent to any additional obligations under this Agreement.


 


38.7                        Calculation of Consent


 


Where a request for a waiver of, or an amendment to, any provision of
any Finance Document has been sent by the Facility Agent to the Lenders at the
request of an Obligor, each Lender that does not respond to such request for
waiver or amendment within 30 days after receipt by it of such request (or
within such other period as the Facility Agent and the Borrower shall specify),
shall be excluded from the calculation in determining whether the requisite
level of consent to such waiver or amendment was granted.


 


38.8                        Effect of Baseball Acquisition


 


It is hereby agreed that
upon closing of the Baseball Acquisition (other than where the Baseball
Acquisition is financed or refinanced through a Stand Alone Baseball Financing)
or the Alternative Baseball Acquisition, each of the thresholds or baskets set
out in the following provisions of this Agreement shall be deemed to be
increased to the amounts as set out below, in each case, with immediate effect
and without further consent or notice to the Finance Parties or any other
person:


 


(a)                                  the threshold
contained in paragraphs (a)(i) and (a)(iii) of Clause 8.2 (Repayment from Net Proceeds) shall be increased from £30
million to £35 million;


 


(b)                                  the general
basket contained in paragraph (o) of Clause 20.2 (Negative
Pledge) shall be increased from £300 million to £330 million and the
sub-basket relating thereto shall be increased from £250 million to £275
million;


 


(c)                                  the general
basket contained in paragraph (s) of Clause 20.3 (Loans and
Guarantees) shall be increased from £75 million to £85 million;


 


(d)                                  the basket
contained in paragraph (g)(ii) of Clause 20.4 (Financial
Indebtedness) shall be increased from £75 million to £85 million;


 


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(e)                                  the basket
contained in paragraph (k) of Clause 20.4 (Financial Indebtedness)
shall be increased from £150 million to £165 million;


 


(f)                                    the general
basket contained in paragraph (n) of Clause 20.4 (Financial
Indebtedness) shall be increased from £300 million to £330 million;
and


 


(g)                                 the basket
contained in paragraph (i) of Clause 20.6 (Disposals)
shall be increased from £300 million to £330 million.


 


39.                               THIRD PARTY RIGHTS


 


(a)                                  A person which
is not a party to this Agreement (a “third party”) shall have
no right to enforce any of its provisions except that:


 


(i)                                    a third party
shall have those rights it would have had if the Contracts (Rights of Third
Parties) Act 1999 had not come into effect; and


 


(ii)                                each of Clause
12.3 (Tax Indemnity), Clause 13 (Increased Costs) and Clause 25.9(b) (Exclusion of Liability) shall be
enforceable by any third party referred to in such clause as if such third
party were a party to this Agreement.


 


(b)                                  The parties to
this Agreement may without the consent of any third party vary or rescind
this Agreement.


 


40.                               COUNTERPARTS


 


This Agreement may be executed in any number of counterparts and
all of such counterparts taken together shall be deemed to constitute one and
the same instrument.


 


41.                               GOVERNING LAW


 


41.1                        Governing Law of Agreement


 


This Agreement shall be
governed by, and construed in accordance with, English Law.


 


42.                               JURISDICTION


 


42.1                        Courts


 


Each of the parties to this
Agreement irrevocably agrees for the benefit of each of the Finance Parties
that the courts of England shall have exclusive jurisdiction to hear and determine
any suit, action or proceedings, and to settle any disputes, which may arise
out of or in connection with this Agreement (respectively “Proceedings” and “Disputes”) and, for such purposes,
irrevocably submits to the jurisdiction of such courts.


 


42.2                        Waiver


 


Each of the Obligors other than the Borrower irrevocably waives any
objection which it might now or hereafter have to Proceedings being brought or
Disputes settled in the courts of England and agrees not to claim that any such
court is an inconvenient or inappropriate forum.


 


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42.3                        Service of Process


 


Each of the Obligors which is not incorporated in England agrees that
the process by which any Proceedings are begun may be served on it by
being delivered in connection with any Proceedings in England, to the Company
at its registered office for the time being. The Ultimate Parent shall procure
that the Company accepts its appointment as process agent in respect of each
such Obligor and delivers evidence of such acceptance to the Facility Agent on
or prior to the Merger Closing Date. If the appointment of the Company ceases
to be effective in respect of any of the Obligors the relevant Obligor shall
immediately appoint a further person in England to accept service of process on
its behalf in England and, failing such appointment within 15 days, the
Facility Agent shall be entitled to appoint such person by notice to the
relevant Obligor. Nothing contained in this Agreement shall affect the right to
serve process in any other manner permitted by Law.


 


42.4                        Proceedings in Other Jurisdictions


 


Nothing in Clause 42.1 (Courts)
shall (and shall not be construed so as to) limit the right of the Finance
Parties or any of them to take Proceedings against any of the Obligors in any
other court of competent jurisdiction nor shall the taking of Proceedings in
any one or more jurisdictions preclude the taking of Proceedings in any other
jurisdiction (whether concurrently or not) if and to the extent permitted by
applicable Law.


 


42.5                        General Consent


 


Each of the Obligors consents generally in respect of any Proceedings to
the giving of any relief or the issue of any process in connection with such
Proceedings including the making, enforcement or execution against any property
whatsoever (irrespective of its use or intended use) of any order or judgment
which may be made or given in such Proceedings.


 


42.6                        Waiver of Immunity


 


To the extent that any Obligor may in any jurisdiction claim for
itself or its assets or revenues immunity from suit, execution, attachment
(whether in aid of execution, before judgment or otherwise) or other legal
process and to the extent that in any such jurisdiction there may be
attributed to itself, its assets or revenues such immunity (whether or not
claimed), such Obligor irrevocably agrees not to claim, and irrevocably waives,
such immunity to the full extent permitted by the laws of such jurisdiction.


 


This Agreement has been entered into on the date stated
at the beginning of this Agreement.


 


156

















 


SCHEDULE 13


 


SUMMARY
TERMS AND CONDITIONS OF EXTENDED TERM LOANS


 


All capitalized terms used in this Schedule 13 but not defined herein shall have the
meanings provided in the Senior Bridge Facility Agreement (the “Facility Agreement”) to which this Schedule 13 is
attached.


 


	
  Borrower:

  	
   

  	
  NTL Cable plc.

  
	
   

  	
   

  	
   

  
	
  Facility Agent:

  	
   

  	
  The Facility Agent under the Facility Agreement (the “Agent”).

  
	
   

  	
   

  	
   

  
	
  Lenders:

  	
   

  	
  The Lenders with respect to the Initial Loans which are converted to
  Extended Term Loans pursuant to Clause 4.3 of the Facility Agreement.

  
	
   

  	
   

  	
   

  
	
  Guarantors:

  	
   

  	
  As for the Initial Loan.

  
	
   

  	
   

  	
   

  
	
  Collateral:

  	
   

  	
  As for the Initial Loans. To the extent practicable under applicable
  law, such security will be governed by the Security Documents, as the same may be
  amended pursuant to Clause 38.1 of the Facility Agreement (or pursuant to the
  Extended Term Loan Credit Agreement).

  
	
   

  	
   

  	
   

  
	
  Ranking:

  	
   

  	
  The Extended Term Loans will be senior obligations of the Borrower,
  secured on a second-ranking basis.

  
	
   

  	
   

  	
   

  
	
  Documentation:

  	
   

  	
  The Extended Term Loans will be governed by the Extended Term Loan
  Credit Agreement (the form of which shall be agreed by the Borrower and
  the Agent pursuant to Clause 19.24(a) of the Facility Agreement), having
  terms and conditions consistent with this Schedule 13.

  

  Upon conversion of the Initial
  Loans to Extended Term Loans on the Extension Date, the Facility Agreement
  shall cease to have effect and the rights and obligations thereunder shall be
  substituted with the rights and obligations under the Extended Term Loan
  Credit Agreement. The Borrower shall, at the request of the Security Agent,
  enter into such amendments to the Security Documents (and any other
  outstanding Finance Documents) as are reasonably necessary to effect such
  substitution. Such amendments, which shall be reasonably satisfactory to the
  Agent and the Security Agent, shall be effected without the consent of any
  Lender.

  
If a Default or Event of Default
  under the Facility Agreement shall have occurred and be continuing on the
  Extension Date,

  



 


157

















 


	
   

  	
   

  	
  any notices given or cure periods commenced while the Initial Loans
  were outstanding shall be deemed given or commenced (as of the actual dates
  thereof) for all purposes with respect to the Exchange Term Loans (with the
  same effect as if the Extended Term Loans had been outstanding as of the
  actual dates thereof).

  
	
   

  	
   

  	
   

  
	
  Exchange of Extended Term Loans

  for Exchange Notes:

  	
   

  	
  Each Lender will have the option at any time or from time to time on
  or after the Extension Date to receive Exchange Notes in exchange for the
  Extended Term Loans of such Lender then outstanding. The principal amount of
  the Exchange Notes will equal 100% of the aggregate principal amount of the Extended
  Term Loans for which they are exchanged. If a default with respect to the
  Extended Term Loans shall have occurred and be continuing on the date of such
  exchange, any notices given or cure periods commenced while the Extended Term
  Loans were outstanding shall be deemed given or commenced (as of the actual
  dates thereof) for all purposes with respect to the Exchange Notes (with the
  same effect as if the Exchange Notes had been outstanding as of the actual
  dates thereof).

  
	
   

  	
   

  	
   

  
	
  Exchange Note Documents /

  Exchange Requests:

  	
   

  	
  The Borrower shall, on or prior to the fifth Business Day following
  the written request (the “Exchange Request”)
  of any Lender (which request may be issued at any time on or after the
  date which is five Business Days prior to the Extension Date):

   

  (a)                                  execute and deliver, cause each other
  Obligor to execute and deliver, and cause the Exchange Note Trustee to
  execute and deliver, the Exchange Note Indenture if such Exchange Note
  Indenture has not previously been executed and delivered;

   

  (b)                                 at the request of the Security Agent, enter
  into such amendments to the Security Documents as are reasonably necessary to
  enable the Exchange Note Holders and the Lenders to obtain the benefits
  thereof to the same extent as contemplated with respect to the Lenders in the
  Security Documents on the date of signing, which amendments shall be in form and
  substance reasonably satisfactory to the Security Agent; and

   

  (c)                                  execute and deliver to such holder in
  accordance with the Exchange Note Indenture an Exchange Note bearing interest
  as set forth therein in exchange for such Extended Term Loan dated the date
  of the issuance of such Exchange Note, payable to the order of such holder,
  in the same principal amount as such Extended Term Loan (or portion thereof)
  being exchanged.

   

  The Exchange Request shall
  specify the principal amount of the 

  



 


158

















 


	
   

  	
   

  	
  Extended Term Loans to be exchanged. Extended Term Loans exchanged
  for Exchange Notes shall be cancelled and the corresponding amount of the
  Extended Term Loans deemed repaid. The Exchange Notes shall be governed by
  and issued in accordance with the terms of the Exchange Note Indenture.

  

  The Exchange Note Trustee
  shall at all times be a corporation organized and doing business under the
  laws of the United States or the State of New York, in good standing and
  having its principal offices in the Borough of Manhattan, in The City of New
  York, which is authorized under such laws to exercise corporate trust powers
  and is subject to supervision or examination by federal or state authority
  and which has a combined capital and surplus of not less than $500,000,000.

  
	
   

  	
   

  	
   

  
	
  Maturity:

  	
   

  	
  The tenth anniversary of the Merger Closing Date or, if such date is
  not a Business Day, the Business Day next preceding such date (the “Final Maturity Date”).

  
	
   

  	
   

  	
   

  
	
  Interest:

  	
   

  	
  The unpaid principal amount of each Extended Term Loan (other than
  Fixed Rate Extended Terrm Loans, which shall bear interest as described under
  “Fixed Rate Extended Term Loans” below) shall bear interest for the period
  from and including the Extension Date to, but excluding, the earlier of (i) maturity
  thereof (whether by acceleration or otherwise) and (ii) the date of
  exchange for an Exchange Note, at a rate equal to, for the three-month period
  commencing on the Extension Date, the interest rate determined in accordance
  with Clause 9.6(a) of the Facility Agreement in effect on the day
  immediately preceding the Extension Date plus 50 basis points, which amount
  shall increase by an additional 50 basis points each three-month period
  thereafter; provided that the total interest rate per annum payable shall not
  exceed 11.50%. In no event shall the interest rate on the Extended Term Loans
  exceed the highest rate permitted under applicable law.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Accrued interest on each Extended Term Loan shall be payable in cash (i) in
  arrears on the last day of each three-month period referred to above (or, in
  the case of Fixed Rate Extended Term Loans, semi-annually in arrears), on the
  date on which such Extended Term Loan is exchanged for an Exchange Note as
  contemplated hereby and on the Final Maturity Date, (ii) on the date of
  any prepayment (on the amount prepaid), (iii) at maturity (whether by
  acceleration or otherwise), and (iv) after maturity, on demand; provided
  that interest accrued pursuant to “Default Interest” below shall be
  payable on demand.

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  



 


159

















 


	
  Fixed Rate Extended Term Loans:

  	
   

  	
  At any time and from time to time after the Initial Maturity Date
  each Lender shall have the right, on at least 3 Business Days’ written
  notice, to fix the interest rate on any Extended Term Loans held by it (each
  Extended Term Loan on which the interest rate is so fixed being a “Fixed Rate Extended Term Loan” and each other Extended
  Term Loan being a “Floating Rate Extended
  Term Loan”), at a rate which is equal to the then-applicable
  interest rate.

  
	
   

  	
   

  	
   

  
	
  Default Interest:

  	
   

  	
  After the occurrence and during the continuance of any payment
  default under the Extended Term Loan Credit Agreement, the interest rate will
  increase by 200 basis points.

  
	
   

  	
   

  	
   

  
	
  Voluntary Prepayment of Floating

  Rate Extended Term Loans:

  	
   

  	
  The Borrower may, by giving to the Agent not less than 5 Business
  Days’ prior written notice (or such shorter period as the Lender or Lenders
  whose Extended Term Loans aggregate more than 50% of the aggregate
  outstanding Extended Term Loans (the “Majority Lenders”)
  may agree), prepay the Floating Rate Extended Term Loans in whole or in part (but,
  if in part, being an amount that reduces the principal amount of the Floating
  Rate Extended Term Loans by a minimum amount of $5,000,000 and an integral
  multiple of $1,000,000), together with accrued interest on the amount prepaid
  without premium or penalty but subject to payment of any Break Costs.

  
	
   

  	
   

  	
   

  
	
  Voluntary Prepayment of Fixed

  Rate Extended Term Loans:

  	
   

  	
  Each Fixed Rate Extended Term Loan 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 interest rate
  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 Final Maturity Date. The Fixed Rate Extended Term Loans will
  also be subject to tax redemption provisions not less favourable to the
  Borrower than the equivalent provisions applicable to the Existing High Yield
  Notes.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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 applicable to the Existing High Yield
  Notes, up to 35% of the principal amount of the Fixed Rate Extended Term
  Loans at a price equal to par plus the interest rate on such Fixed Rate
  Extended Term Loans, 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 manner not less favorable to the Borrower than in respect
  of the Existing High Yield Notes) within 90 days of such

  



 


160

















 


	
   

  	
   

  	
  Equity Offerings.

  
	
   

  	
   

  	
   

  
	
  Mandatory Prepayment / Offer to Prepay:

  	
   

  	
  Substantially identical to
  the Exchange Notes.

  
	
   

  	
   

  	
   

  
	
  Representations and Warranties:

  	
   

  	
  Substantially identical to those in respect of the Initial Loans.

  
	
   

  	
   

  	
   

  
	
  Affirmative Covenants:

  	
   

  	
  Substantially identical to those in respect of the Initial Loans.

  
	
   

  	
   

  	
   

  
	
  Financial Covenants:

  	
   

  	
  None.

  
	
   

  	
   

  	
   

  
	
  Negative Covenants:

  	
   

  	
  Substantially identical to those in respect of the Exchange Notes (as
  described in the Description of Exchange Notes).

  
	
   

  	
   

  	
   

  
	
  Events of Default:

  	
   

  	
  Substantially identical to those in respect of the Exchange Notes (as
  described in the Description of Exchange Notes).

  
	
   

  	
   

  	
   

  
	
  Voting:

  	
   

  	
  Amendments and waivers of the Extended Term Loan Credit Agreement
  (and the other definitive documentation related thereto) will require the
  approval of Lenders and Exchange Note Holders holding more than 50% of the
  outstanding Extended Term Loans and Exchange Notes voting as a single class to
  the extent practicable (other than for certain matters that relate only to
  the terms of the Extended Term Loans or the Exchange Notes, as the case may be),
  except that (a) the consent of each directly affected Lender will be
  required for certain matters, including (i) reductions of principal,
  interest rates and fees and (ii) restrictions of the right of any Lender
  to exchange Extended Term Loans for Exchange Notes (or amendment of the rate
  or terms of such exchange), (b) certain technical amendments may be
  effected solely by the Agent and the Borrower, including amendments to
  correct a manifest error and (c) certain procedural amendments (which do
  not materially affect the rights of any Lender) may be effected solely
  with the consent of the Majority Lenders.

  
	
   

  	
   

  	
   

  
	
  Assignment and Participation of

  Extended Term Loans:

  	
   

  	
  Subject to the prior approval of the Agent (such approval not to be
  unreasonably withheld), the Lenders will have the right to assign Extended
  Term Loans without restriction.

  
	
   

  	
   

  	
   

  
	
  Yield Protection, Taxes and Other Deductions:

  	
   

  	
  Same as under the Facility Agreement.

  
	
   

  	
   

  	
   

  
	
  Expenses:

  	
   

  	
  Substantially equivalent to the provisions under the Facility
  Agreement.

  
	
   

  	
   

  	
   

  
	
  Governing Law and Forum:

  	
   

  	
  New York.

  



 


161

















 


SCHEDULE 14


 


SUMMARY
OF PRINCIPAL TERMS & CONDITIONS OF THE EXCHANGE NOTES (2)


 


	
  Issuer:

  	
   

  	
  Same as the Borrower under the Facility.

  
	
   

  	
   

  	
   

  
	
  Availability:

  	
   

  	
  In exchange for Extended Term Loans as specified in the Facility.

  
	
   

  	
   

  	
   

  
	
  Maturity:

  	
   

  	
  The Final Maturity Date of the Exchange Notes will be the tenth
  anniversary of the Merger Date.

  
	
   

  	
   

  	
   

  
	
  Covenants, Events of Default:

  	
   

  	
  Covenants (including baskets) and events of
  default as specified in the Description of Exchange Notes attached as a schedule to
  the Structure 1 Bridge Facilities Agreement (the “Description
  of the Notes”), with modifications appropriate to an instrument
  pari passu with the Existing High Yield Notes rather than a holding company
  instrument.

  
	
   

  	
   

  	
   

  
	
  Financial Covenants:

  	
   

  	
  None.

  
	
   

  	
   

  	
   

  
	
  Mandatory and Optional Prepayment and
  Redemption:

  	
   

  	
  As for the Description of the Notes, with
  modifications appropriate to an instrument pari passu with the Existing High
  Yield Notes.

  
	
   

  	
   

  	
   

  
	
  Interest Margin:

  	
   

  	
  The Exchange Notes 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 Notes.

  

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

  

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

  
	
   

  	
   

  	
   

  
	
  Collateral and

  Guarantees:

  	
   

  	
  Guarantees as for the Existing High Yield
  Notes. No collateral.

  



 






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


 


162

















 


SIGNATORIES


 


163

















 


SIGNATORIES


 


THE ULTIMATE PARENT


 


TELEWEST GLOBAL, INC.


 


 


	
   

  	
   

  
	
  By:

  
	
  Name:

  
	
  Title:

  



Address:                                               909
Third Avenue

Suite 2863

New York

New York 10022

U.S.A.


 


Attn: Bryan Hall


 


with a copy to:


 


Fried Frank Harris Shriver & Jacobson (London) LLP

99 City Road

London EC1Y 1AX

United Kingdom


 


Attn: Timothy E. Peterson


 


169

















 


THE INITIAL BORROWER


 


NEPTUNE BRIDGE BORROWER LLC


 


 


	
   

  	
   

  
	
  By:

  
	
  Name:

  
	
  Title:

  



 


Address:                                               909
Third Avenue

Suite 2863

New York

New York 10022

U.S.A.


 


Attn: Bryan Hall


 


with a copy to:


 


Fried Frank Harris Shriver & Jacobson (London) LLP

99 City Road

London EC1Y 1AX

United Kingdom


 


Attn: Timothy E. Peterson


 


170

















 


THE BOOKRUNNERS


 


DEUTSCHE BANK AG, LONDON BRANCH


 


 


	
   

  	
   

  
	
   

  	
   

  
	
  By:

  
	
   

  
	
  Name:

  
	
   

  
	
  Title:

  
	
   

  
	
   

  
	
  Address:

  	
  Winchester House

  1 Great Winchester Street

  London EC2N 2DB

  
	
   

  	
   

  
	
  Attention:

  	
   

  	
  Jonathan Bowers

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  +44(0)207 547
  4757

  
	
   

  	
   

  	
   

  
	
  Tel:

  	
   

  	
  +44(0)207 545 8000

  
					



 


 


171

















 


J.P. MORGAN PLC


 


 


	
   

  	
   

  
	
   

  	
   

  
	
  By:

  
	
   

  
	
  Name:

  
	
   

  
	
  Title:

  
	
   

  
	
   

  
	
  Address:

  	
  125 London Wall

  London EC2Y 5AJ

  
	
   

  	
   

  
	
  Attention:

  	
   

  	
  Frances Goodchild

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  +44 (0) 207 777
  1493

  
	
   

  	
   

  	
   

  
	
  Tel:

  	
   

  	
  +44 (0) 207 777 3423

  
					



 


172

















 


THE ROYAL BANK OF SCOTLAND PLC


 


 


	
   

  	
   

  
	
   

  	
   

  
	
  By:

  
	
   

  
	
  Name:

  
	
   

  
	
  Title:

  
	
   

  
	
   

  
	
  Address:

  	
  135 Bishopsgate

  London EC2M 3UR

  
	
   

  	
   

  
	
  Attention:

  	
  Mike Cunningham

  
	
   

  	
   

  
	
  Fax:

  	
  +44(0)20 7085 8549

  
	
   

  	
   

  
	
  Tel:

  	
  +44(0)20 7085 5000

  
			



 


173

















 


GOLDMAN SACHS INTERNATIONAL


 


 


	
   

  	
   

  
	
   

  	
   

  
	
  By:

  
	
   

  
	
  Name:

  
	
   

  
	
  Title:

  
	
   

  
	
   

  
	
  Address:

  	
   

  	
  Peterborough Court

  
	
   

  	
   

  	
  133 Fleet Street

  
	
   

  	
   

  	
  London EC4A 2BB

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Alison Howe

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  +44(0)20 7774 4477

  
	
   

  	
   

  	
   

  
	
  Tel:

  	
   

  	
  +44(0)20 7774 1000

  
				



 


174

















 


THE MANDATED LEAD ARRANGERS


 


DEUTSCHE BANK AG, LONDON BRANCH


 


 


	
   

  	
   

  
	
   

  	
   

  
	
  By:

  
	
   

  
	
  Name:

  
	
   

  
	
  Title:

  
	
   

  
	
   

  
	
  Address:

  	
   

  	
  Winchester House

  
	
   

  	
   

  	
  1 Great Winchester Street

  
	
   

  	
   

  	
  London EC2N 2DB

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Jonathan Bowers

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  +44(0)207 547
  4757

  
	
   

  	
   

  	
   

  
	
  Tel:

  	
   

  	
  +44(0)207 545 8000

  
				



 


175

















 


J.P. MORGAN PLC


 


 


	
   

  	
   

  
	
   

  	
   

  
	
  By:

  
	
   

  
	
  Name:

  
	
   

  
	
  Title:

  
	
   

  
	
   

  
	
  Address:

  	
   

  	
  125 London Wall

  
	
   

  	
   

  	
  London EC2Y 5AJ

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Frances Goodchild

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  +44 (0) 207 777
  1493

  
	
   

  	
   

  	
   

  
	
  Tel:

  	
   

  	
  +44 (0) 207 777 3423

  
				



 


176

















 


THE ROYAL BANK OF SCOTLAND PLC


 


 


	
   

  	
   

  
	
   

  	
   

  
	
  By:

  
	
   

  
	
  Name:

  
	
   

  
	
  Title:

  
	
   

  
	
   

  
	
  Address:

  	
   

  	
  135 Bishopsgate

  
	
   

  	
   

  	
  London EC2M 3UR

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Mike Cunningham

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  +44(0)20 7085
  8549

  
	
   

  	
   

  	
   

  
	
  Tel:

  	
   

  	
  +44(0)20 7085 5000

  
				



 


177

















 


GOLDMAN SACHS INTERNATIONAL


 


 


	
   

  	
   

  
	
   

  	
   

  
	
  By:

  
	
   

  
	
  Name:

  
	
   

  
	
  Title:

  
	
   

  
	
   

  
	
  Address:

  	
   

  	
  Peterborough Court

  
	
   

  	
   

  	
  133 Fleet Street

  
	
   

  	
   

  	
  London EC4A 2BB

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Alison Howe

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  +44(0)20 7774 4477

  
	
   

  	
   

  	
   

  
	
  Tel:

  	
   

  	
  +44(0)20 7774 1000

  
				



 


178

















 


THE FACILITY AGENT


 


J.P. MORGAN EUROPE LIMITED


 


 


	
   

  	
   

  
	
   

  	
   

  
	
  By:

  
	
   

  
	
  Name:

  
	
   

  
	
  Title:

  
	
   

  
	
   

  
	
  Address:

  	
   

  	
  125 London Wall

  
	
   

  	
   

  	
  London EC2Y 5AJ

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Nick Passfield

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  + 44 (0)207 777
  9064

  
	
   

  	
   

  	
   

  
	
  Tel:

  	
   

  	
  + 44 (0)207 777 2360

  
				



 


179

















 


THE SECURITY TRUSTEE


 


J.P. MORGAN EUROPE LIMITED


 


 


	
   

  	
   

  
	
   

  	
   

  
	
  By:

  
	
   

  
	
  Name:

  
	
   

  
	
  Title:

  
	
   

  
	
   

  
	
  Address:

  	
   

  	
  125 London Wall

  
	
   

  	
   

  	
  London EC2Y 5AJ

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Nick Passfield

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  + 44 (0)207 777
  9064

  
	
   

  	
   

  	
   

  
	
  Tel:

  	
   

  	
  + 44 (0)207 777 2360

  
				



 


180

















 


THE LENDERS


 


DEUTSCHE BANK AG, LONDON BRANCH


 


 


	
   

  	
   

  
	
   

  	
   

  
	
  By:

  
	
   

  
	
  Name:

  
	
   

  
	
  Title:

  
	
   

  
	
   

  
	
  Address:

  	
   

  	
  Winchester House

  
	
   

  	
   

  	
  1 Great Winchester Street

  
	
   

  	
   

  	
  London EC2N 2DB

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Jonathan Bowers

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  +44(0)207 547
  4757

  
	
   

  	
   

  	
   

  
	
  Tel:

  	
   

  	
  +44(0)207 545 8000

  
				



 


181

















 


JPMORGAN CHASE BANK, NATIONAL ASSOCIATION


 


 


	
   

  	
   

  
	
   

  	
   

  
	
  By:

  
	
   

  
	
  Name:

  
	
   

  
	
  Title:

  
	
   

  
	
   

  
	
  Address:

  	
   

  	
  125 London Wall

  
	
   

  	
   

  	
  London EC2Y 5AJ

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Frances Goodchild

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  +44 (0) 207 777
  1493

  
	
   

  	
   

  	
   

  
	
  Tel:

  	
   

  	
  +44 (0) 207 777 3423

  
				



 


182

















 


THE ROYAL BANK OF SCOTLAND PLC


 


 


	
   

  	
   

  
	
   

  	
   

  
	
  By:

  
	
   

  
	
  Name:

  
	
   

  
	
  Title:

  
	
   

  
	
   

  
	
  Address:

  	
   

  	
  135 Bishopsgate

  
	
   

  	
   

  	
  London EC2M 3UR

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Mike Cunningham

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  +44(0)20 7085
  8549

  
	
   

  	
   

  	
   

  
	
  Tel:

  	
   

  	
  +44(0)20 7085 5000

  
				



 


183

















 


GOLDMAN SACHS CREDIT PARTNERS L.P.


 


 


	
   

  	
   

  
	
   

  	
   

  
	
  By:

  
	
   

  
	
  Name:

  
	
   

  
	
  Title:

  
	
   

  
	
   

  
	
  Address:

  	
   

  	
  85 Broad Street

  
	
   

  	
   

  	
  New York, NY
  10004, USA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c/o Goldman
  Sachs International

  
	
   

  	
   

  	
  Petershill, 1
  Carter Lane,

  
	
   

  	
   

  	
  133 Fleet
  Street London EC4V 5ER

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Alison Howe /
  Caroline Bran

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
  +44(0)20
  7774 4477 / 7552 7070

  
	
   

  	
   

  	
   

  
	
  Tel:

  	
   

  	
  +44(0)20 7774 1000

  
				



 


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