Exhibit 10.1
  £5,165,652,430.56 500,000,000 $650,000,000 SENIOR
FACILITIES AGREEMENT  dated
3 March 2006, as amended and restated on 22 May 2006, 10
July 2006, 10 August 2006, 4 April 2007 and 15 May 2008  between  VIRGIN
MEDIA INC.(formerly known as NTL
Incorporated)as Ultimate Parent  VIRGIN
MEDIA FINANCE PLC(formerly known as NTL Cable PLC)
as Parent  VIRGIN
MEDIA INVESTMENT HOLDINGS LIMITED(formerly known as NTL
Investment Holdings Limited)  TELEWEST
COMMUNICATIONS NETWORKS LIMITED VMIH
SUB LIMITED(formerly known as NTLIH
Sub Limited)as UK Borrowers  VIRGIN
MEDIA DOVER LLC(formerly known as NTL Dover LLC)as US Borrower  THE
ORIGINAL GUARANTORS  DEUTSCHE
BANK AG, LONDON BRANCH
J.P. MORGAN PLC
THE ROYAL BANK OF SCOTLAND PLC
GOLDMAN SACHS INTERNATIONALas Bookrunners and Mandated Lead Arrangers  DEUTSCHE
BANK AG, LONDON BRANCHas Facility Agent and Security Trustee  DEUTSCHE
BANK AG, NEW YORK BRANCHas US Paying Agent  GE
CORPORATE BANKING EUROPE SASas Administrative Agent  THE
LENDERS  and  DEUTSCHE
BANK AG, LONDON BRANCHas Original L/C Bank 
  5 Old Broad Street
London EC2N 1DW


TABLE
OF CONTENTS  1.
  DEFINITIONS AND
  INTERPRETATION
  22.
  THE FACILITIES
  653.
  CONDITIONS
  684.
  UTILISATION
  715.
  DOCUMENTARY
  CREDITS
  736.
  ANCILLARY
  FACILITIES
  777.
  OPTIONAL
  CURRENCIES
  808.
  REPAYMENT OF
  REVOLVING FACILITY OUTSTANDINGS
  819.
  REPAYMENT OF
  TERM FACILITY OUTSTANDINGS
  8110.
  CANCELLATION
  8211.
  VOLUNTARY
  PREPAYMENT
  8312.
  MANDATORY
  PREPAYMENT AND CANCELLATION
  8613.
  INTEREST ON
  REVOLVING FACILITY ADVANCES
  9314.
  INTEREST ON
  TERM FACILITY ADVANCES
  9415.
  MARKET
  DISRUPTION AND ALTERNATIVE INTEREST RATES
  9716.
  COMMISSIONS AND
  FEES
  9817.
  TAXES
  9918.
  INCREASED COSTS
  10619.
  ILLEGALITY
  10820.
  MITIGATION
  10821.
  REPRESENTATIONS
  AND WARRANTIES
  10922.
  FINANCIAL
  INFORMATION
  11823.
  FINANCIAL
  CONDITION
  12524.
  POSITIVE
  UNDERTAKINGS
  13425.
  NEGATIVE
  UNDERTAKINGS
  14526.
  ACCEDING GROUP
  COMPANIES
  17027.
  EVENTS OF
  DEFAULT
  17228.
  DEFAULT
  INTEREST
  17829.
  GUARANTEE AND
  INDEMNITY
  17930.
  AGENTS
  18231.
  BORROWERS
  INDEMNITIES
  18932.
  CURRENCY OF
  ACCOUNT
  19033.
  PAYMENTS
  19034.
  SET-OFF
  19235.
  SHARING AMONG
  THE FINANCE PARTIES
  19236.
  CALCULATIONS
  AND ACCOUNTS
  194  i


37.
  ASSIGNMENTS AND
  TRANSFERS
  19538.
  COSTS AND
  EXPENSES
  20039.
  REMEDIES AND
  WAIVERS
  20140.
  NOTICES AND
  DELIVERY OF INFORMATION
  20141.
  ENGLISH
  LANGUAGE
  20442.
  PARTIAL
  INVALIDITY
  20443.
  AMENDMENTS
  20444.
  THIRD PARTY
  RIGHTS
  20945.
  COUNTERPARTS
  20946.
  GOVERNING LAW
  20947.
  JURISDICTION
  209Schedule 1
  
  212PART 1 -
  LENDERS AND COMMITMENTS
  212PART 2 -
  LENDERS TAX STATUS
  213PART 3 -
  B2 FACILITY LENDERS, B3 FACILITY LENDERS AND B4 FACILITY LENDERS
  214Schedule 2
  
  215PART 1 -
  THE ORIGINAL GUARANTORS
  215PART 2 -
  THE RESTRICTED GUARANTORS
  226Schedule 3
  
  229PART 1 -
  FORM OF DEED OF TRANSFER AND ACCESSION
  229PART 2 -
  FORM OF C FACILITY LENDER DEED OF ACCESSION
  235Schedule 4
  
  240PART 1 -
  CONDITIONS PRECEDENT TO FIRST UTILISATION
  240PART 2 -
  CONDITIONS PRECEDENT TO FIRST BASEBALL UTILISATION
  244PART 3 -
  FORM OF OFFICERS CERTIFICATE
  245PART 4 -
  VANILLA INITIAL SECURITY DOCUMENTS
  247PART 5 -
  VANILLA CONDITIONS SUBSEQUENT DOCUMENTS
  249PART 6 -
  BASEBALL CONDITION SUBSEQUENT DOCUMENTS
  250PART 7 -
  CONDITIONS PRECEDENT TO C FACILITY UTILISATION
  251PART 8 -
  CONDITIONS PRECEDENT TO B5 FACILITY AND B6 FACILITY UTILISATION
  253Schedule 5
  
  254PART 1 -
  FORM OF UTILISATION REQUEST (ADVANCES)
  254PART 2 -
  FORM OF UTILISATION REQUEST (DOCUMENTARY CREDITS)
  256Schedule 6
  ASSOCIATED COSTS RATE
  258Schedule 7
  
  261PART 1 -
  FORM OF ACCESSION NOTICE
  261PART 2 -
  ACCESSION DOCUMENTS
  265Schedule 8
  FORM OF COMPLIANCE CERTIFICATE
  267Schedule 9
  
  269PART 1 -
  MEMBERS OF THE BANK GROUP
  269PART 2 -
  MEMBERS OF THE TELEWEST GROUP
  281  ii


PART 3 -
  MEMBERS OF THE NTL GROUP
  287Schedule 10
  EXISTING ENCUMBRANCES
  295PART 1 -
  EXISTING ENCUMBRANCES
  295PART 2 -
  EXISTING LOANS
  316PART 3 -
  EXISTING FINANCIAL INDEBTEDNESS
  318PART 4 -
  EXISTING PERFORMANCE BONDS
  320PART 5 -
  EXISTING UKTV GROUP LOAN STOCK
  323PART 6 -
  EXISTING HEDGING AGREEMENTS
  324PART 7 -
  EXISTING VENDOR FINANCING ARRANGEMENTS
  329Schedule 11
  FORM OF L/C BANK ACCESSION CERTIFICATE
  330Schedule 12
  FORM OF DOCUMENTARY CREDIT
  332Schedule 13
  PRO FORMA BANK GROUP FINANCIAL STATEMENTS
  335Schedule 14
  PRO FORMA BUDGET INFORMATION
  342  iii


THIS
AGREEMENTis dated 3 March 2006 as amended and restated
22 May 2006, 10 July 2006, 10 August 2006, 4 April 2007 and
15 May 2008.  BETWEEN:  (1)
  
  VIRGIN MEDIA INC.(formerly known as NTL
  Incorporated), a company incorporated in the State of Delaware, United States
  of America, whose registered office is at 909 Third Avenue, Suite 2863,
  New York, NY 10022, United States of America (the Ultimate Parent);(2)
  
  VIRGIN MEDIA FINANCE PLC(formerly known as NTL Cable PLC),a
  company incorporated in England & Wales with registered number
  5061787 and having its registered office at 160 Great Portland Street, London
  W1W 5QA (the Parent);(3)
  
  VIRGIN
  MEDIAINVESTMENT
  HOLDINGS LIMITED (formerly known as NTL Investment Holdings
  Limited),a company incorporated
  in England and Wales under registered number 3173552 and having its
  registered office at 160 Great
  Portland Street, London W1W 5QA (VMIH);(4)
  
  TELEWEST COMMUNICATIONS NETWORKS LIMITED,a company incorporated in England and Wales under
  registered number 3071086, and having its registered office at 160 Great
  Portland Street, London W1W 5QA (or, following a Solvent Liquidation thereof
  pursuant to the provisions of Clause 25.20 (Solvent
  Liquidation), the relevant Successor Entity, TCN);(5)
  
  VMIH SUB LIMITED(formerly known as NTLIH
  Sub Limited), a company incorporated
  in England and Wales with registered number5316140 and having its registered office at 160 Great Portland
  Street, London W1W 5QA (VMIH  Sub);(6)
  
  VIRGIN MEDIA DOVER LLC(formerly known as NTL
  Dover LLC), a limited liability
  company organised under the laws of the State of Delaware, United States of
  America, whose registered office is at 909 Third Avenue,
  Suite 2863, New York, NY 10022,
  United States of America (the US Borrower);(7)
  
  THE ORIGINAL GUARANTORS(as defined below);(8)
  
  DEUTSCHE BANK AG, LONDON BRANCH, J.P. MORGAN PLC, THE ROYAL BANK OF
  SCOTLAND PLCand
  GOLDMAN SACHS INTERNATIONAL(each
  a Bookrunner and together,
  the Bookrunners);(9)
  
  DEUTSCHE
  BANK AG, LONDON BRANCH, J.P. MORGAN PLC, THE ROYAL BANK OF SCOTLAND PLCandGOLDMAN SACHS INTERNATIONAL (each a Mandated
  Lead Arranger and together, the Mandated
  Lead Arrangers);(10)
  
  DEUTSCHE BANK AG, LONDON BRANCH(as agent for and on behalf of the Finance Parties,
  the Facility Agent);(11)
  
  DEUTSCHE BANK AG, NEW YORK BRANCH(as United
  States paying agent for and on behalf of the Finance Parties, the US Paying Agent);(12)
  
  DEUTSCHE BANK AG, LONDON BRANCH(as security
  trustee for and on behalf of the Finance Parties, the Security Trustee);(13)
  
  GE CORPORATE BANKING EUROPE SAS(as administrative agent, the Administrative
  Agent);


(14)
  
  THE LENDERS(as defined below); and(15)
  
  DEUTSCHE BANK AG, LONDON BRANCHas L/C Bank (the Original L/C Bank).WHEREAS:(1)
  
  The parties
  hereto have entered into a £3.775 billion senior facilities agreement dated
  the Original Execution Date (as defined below) (the Original
  Agreement).(2)
  
  Pursuant to the
  terms of Clause 44 (Amendment Upon Structure
  Notice) of the Original Agreement, each of the parties hereto
  agreed to amend and restate the Original Agreement with the form of this
  Agreement and with effect from the date on which the Company delivers the
  Structure Notice to the Facility Agent in accordance with the terms of
  Clause 44.1 (Delivery of Structure
  Notice) of the Original Agreement.(3)
  
  The Facility
  Agent confirms that it has received a copy of the Structure Notice and has
  delivered a copy of that Structure Notice to each of the Finance Parties.(4)
  
  Accordingly,
  the Original Agreement shall be amended and restated in the form of this
  Agreement with effect from the date of such Structure Notice.1.
  
  DEFINITIONS AND
  INTERPRETATION1.1
  
  DefinitionsIn this
  Agreement the following terms have the meanings set out below.80% Security Test means the requirement
  that, save as otherwise provided in Clause 24.12 (Further Assurance), members of the Bank
  Group generating not less than 80% of Consolidated Operating Cashflow
  (excluding for the purposes of this calculation, any Consolidated Net Income
  attributable to any Joint Venture) have acceded as Guarantors to this
  Agreement (for the avoidance of doubt, other than in respect of the C
  Facility) as tested by reference to each set of annual financial information
  relating to the Bank Group delivered to the Facility Agent pursuant to
  Clause 22.1 (Financial Statements).
  For the avoidance of doubt, (i) members of the Telewest Group or the
  Baseball Group which have granted guarantees and security in respect of the A
  Facility, the A1 Facility and the B1 Facility shall continue to be treated as
  Guarantors for the purposes of this 80% Security Test, notwithstanding any
  subsequent failure to satisfy the provisions of Sections 151 to 158 of the
  Act with respect to the granting of guarantees and security in respect of the
  B2 Facility, the B3 Facility, the B4 Facility (in the case of members of the
  Telewest Group) or the B5 Facility and/or the B6 Facility (in the case of
  members of the Baseball Group) and (ii) this definition shall not be
  construed to require attempted or actual satisfaction of the provision of
  Sections 151 to 158 of the Act with respect to the granting of guarantees and
  security in respect of the B5 Facility and/or the B6 Facility.A Facility means the term loan facility
  granted to the UK Borrowers pursuant to Clause 2.1(a) (The Facilities).A Facility Margin means, in relation to
  A Facility Advances, and subject to Clause 14.7 (Margin
  Ratchet for A Facility Advances and A1 Facility Advances), 1.875%
  per annum.A Facility Outstandings means, at any
  time, the aggregate principal amount of the A Facility Advances outstanding
  under this Agreement.  2


A1 Facility
means the term loan facility granted to Baseball Cash Bidco pursuant to
Clause 2.1(b) (The Facilities).  A1 Facility Margin
means, in relation to A1 Facility Advances, and subject to Clause 14.7 (Margin Ratchet for A Facility Advances and A1 Facility Advances),
1.875% per annum.  A1 Facility Outstandings
means, at any time, the aggregate principal amount of the A1 Facility Advances
outstanding under this Agreement.  Acceding Borrower
means a member of the Bank Group which has complied with the requirements of
Clause 26.1 (Acceding Borrower).  Acceding Group Company means an Acceding
Borrower, an Acceding Guarantor or, an Acceding Holding Company, as the context
may require.  Acceding
Guarantor means any member of the Bank Group which has complied
with the requirements of Clause 26.2 (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 26.3
(Acceding Holding Company).  Acceding Obligors
means the Acceding Borrowers and the Acceding Guarantors.  Acceleration Date
means the date on which a written notice has been served under
Clause 27.17 (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.  Advance means:  (a)
  
  when designated
  A Facility, the principal amount of
  each advance made or to be made under the A Facility or arising in respect of
  the A Facility under Clause 14.3 (Consolidation of Term
  Facility Advances) or under Clause 14.4 (Division
  of Term Facility Advances);  3


(b)
  
  when designated
  A1 Facility, the principal amount of
  each advance made or to be made under the A1 Facility or arising in respect
  of the A1 Facility under Clause 14.3 (Consolidation
  of Term Facility Advances) or under Clause 14.4 (Division of Term Facility Advances);(c)
  
  when designated
  B1 Facility, the principal amount of
  each advance made or to be made under the B1 Facility or arising in respect
  of the B1 Facility under Clause 14.3 (Consolidation
  of Term Facility Advances) or under Clause 14.4 (Division of Term Facility Advances);(d)
  
  when designated
  B2 Facility, the principal amount of
  each advance made or to be made under the B2 Facility or arising in respect
  of the B2 Facility under Clause 14.3 (Consolidation
  of Term Facility Advances) or under Clause 14.4 (Division of Term Facility Advances);(e)
  
  when designated
  B3 Facility, the principal amount of
  each advance made or to be made under the B3 Facility or arising in respect
  of the B3 Facility under Clause 14.3 (Consolidation
  of Term Facility Advances) or under Clause 14.4 (Division of Term Facility Advances); or(f)
  
  when designated
  B4 Facility, the principal amount of
  each advance made or to be made under the B4 Facility or arising in respect
  of the B4 Facility under Clause 14.3 (Consolidation
  of Term Facility Advances) or under Clause 14.4 (Division of Term Facility Advances),(g)
  
  when designated
  B5 Facility, the principal amount of
  each advance made or to be made under the B5 Facility or arising in respect
  of the B5 Facility under Clause 14.3 (Consolidation
  of Term Facility Advances) or under Clause 14.4 (Division of Term Facility Advances),(h)
  
  when designated
  B6 Facility, the principal amount of
  each advance made or to be made under the B6 Facility or arising in respect
  of the B6 Facility under Clause 14.3 (Consolidation
  of Term Facility Advances) or under Clause 14.4 (Division of Term Facility Advances),(i)
  
  when designated
  C Facility, the principal amount of
  each advance made or to be made under the C Facility or arising in respect of
  the C Facility under Clause 14.3 (Consolidation of Term
  Facility Advances) or under Clause 14.4 (Division
  of Term Facility Advances);(j)
  
  when designated
  Revolving Facility, the principal
  amount of each advance made or to be made under the Revolving Facility (but
  excluding for the purposes of this definition, any utilisation of the
  Revolving Facility by way of Ancillary Facility or Documentary Credit); or(k)
  
  without any
  such designation, the A Facility Advance,
  the A1 Facility Advance, the B1 Facility Advance, the B2
  Facility Advance, the B3 Facility Advance,
  the B4 Facility Advance, the B5 Facility Advance, the B6
  Facility Advance, the C Facility Advance
  and/or the Revolving Facility Advance, as
  the context requires,  in each case as from time to time reduced by
repayment or prepayment.  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  4


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.  Agents means
the Facility Agent, the US Paying Agent and the Administrative Agent, and Agent means either of them.  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 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, an amount of up to £500 million
raised by way of the introduction of one or more tranches under this Agreement,
and having a final maturity date which falls no earlier than the Final Maturity
Date 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 the fees, costs and expenses
payable by or on behalf of the Bank Group in connection with the Alternative
Baseball Acquisition.  Alternative Bridge
Facility means the alternative bridge facility made available
pursuant to the Alternative Bridge Facility Agreement, the proceeds of which
are on-lent to the Company and following a series of transactions as more
particularly described in the Steps Paper, applied for the purposes of repaying
in part, amounts outstanding under the Bridge Facility.  Alternative Bridge
Facility Agreement means the senior subordinated bridge facility
agreement to be entered into prior to the Structuring Date between, among
others, the Parent and the Mandated Lead Arrangers (as defined therein)
relating to the Alternative Bridge Facility or any agreement entered into
pursuant thereto and in accordance with the terms thereof for the purposes of
extending the term of such facilities beyond one year (including, in each case,
any Exchange Notes).  Ancillary
Facility means any:  (a)
  
  overdraft,
  automated payment, cheque drawing or other current account facility;(b)
  
  forward foreign
  exchange facility;(c)
  
  derivatives
  facility;(d)
  
  guarantee, bond
  issuance, documentary or stand-by letter of credit facility;(e)
  
  performance
  bond facility; and/or(f)
  
  such other
  facility or financial accommodation as may be required in connection with the
  Group Business and which is agreed in writing between the relevant UK
  Borrowers and the relevant Ancillary Facility Lender.  5


Ancillary
Facility Commitment means, in relation to an Ancillary Facility
Lender at any time, and save as otherwise provided in this Agreement, the
maximum Sterling Amount to be made available under an Ancillary Facility
granted by it, to the extent not cancelled or reduced or transferred pursuant
to the terms of such Ancillary Facility or under this Agreement.  Ancillary
Facility Documents means the documents and other instruments
pursuant to which an Ancillary Facility is made available and the Ancillary
Facility Outstandings under it are evidenced.  Ancillary
Facility Lender means any Lender which has notified the Facility
Agent that it has agreed to its nomination in a Conversion Notice to be an
Ancillary Facility Lender in respect of an Ancillary Facility granted pursuant
to the terms of this Agreement.  Ancillary
Facility Outstandings means (without double counting), at any time
with respect to an Ancillary Facility Lender and each Ancillary Facility
provided by it, the aggregate of:  (a)
  
  all amounts of
  principal then outstanding under any overdraft, automated payment, cheque
  drawing or other current account facility (determined in accordance with the
  applicable terms) as at such time; and(b)
  
  in respect of
  any other facility or financial accommodation, such other amount as fairly
  represents the aggregate potential exposure of that Ancillary Facility Lender
  with respect to it under its Ancillary Facility, as reasonably determined by
  that Ancillary Facility Lender from time to time in accordance with its usual
  banking practices for facilities or accommodation of the relevant type (including
  without limitation, the calculation of exposure under any derivatives
  facility by reference to the mark-to-market valuation of such transaction at
  the relevant time).  Ancillary
Facility Termination Date has the meaning given to such term in paragraph (h) of
Clause 6.1 (Utilisation of Ancillary Facilities).  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  (c)the Money Laundering Control Act of
1986, Public Law 99-570.  Applicable Margin
means the prevailing A Facility Margin, the A1 Facility Margin, the B1 Facility
Margin, the B2 Facility Margin, the B3 Facility Margin, the B4 Facility Margin,
the B5 Facility Margin, the B6 Facility Margin, the C Facility Margin or
Revolving Facility Margin, as the context may require at the relevant time.  Arrangers
means the Mandated Lead Arrangers and Arranger means
any of them.  6


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);(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  7


(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
Securitisation Subsidiary means any Subsidiary engaged solely in
the business of effecting or facilitating any asset securitisation programme or
programmes or one or more receivables factoring transactions.  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 Advance 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 A Facility
Commitment means, in relation to a Lender, at any time and save as
otherwise provided in this Agreement, its A Facility Commitment at such time
less the Sterling Amount of its share of the A Facility Advances made under
this Agreement, adjusted to take account of:  (a)
  
  any
  cancellation or reduction of, or any transfer by such Lender or any transfer
  to it of, any A Facility Commitment, in each case, pursuant to the terms of
  this Agreement; and(b)
  
  in the case of
  any proposed Advance, the Sterling Amount of its share of such A Facility
  Advance which, pursuant to any other Utilisation Request is to be made on or
  before the proposed Utilisation Date,  provided always that such amount shall not be less
than zero.  Available A1
Facility Commitment means, in relation to a Lender, at any time and
save as otherwise provided in this Agreement, its A1 Facility Commitment at
such time less the Sterling Amount of its share of the A1 Facility Advances
made under this Agreement, adjusted to take account of:  (a)
  
  any
  cancellation or reduction of, or any transfer by such Lender or any transfer
  to it of, any A1 Facility Commitment, in each case, pursuant to the terms of
  this Agreement; and  8


(b)
  
  in the case of
  any proposed Advance, the Sterling Amount of its share of such A1 Facility
  Advance which, pursuant to any other Utilisation Request is to be made on or
  before the proposed Utilisation Date,  provided always that such amount shall not be less
than zero.  Available
Ancillary Facility Commitment means, in relation to an Ancillary
Facility Lender and an Ancillary Facility granted by it at any time, and save
as otherwise provided in this Agreement or in the applicable Ancillary Facility
Documents, its Ancillary Facility Commitment at such time, less the Sterling
Amount of the relevant Ancillary Facility Outstandings at such time, provided
always that such amount shall not be less than zero.  Available B1
Facility Commitment means, in relation to a Lender, at any time and
save as otherwise provided in this Agreement, its B1 Facility Commitment at
such time less the Sterling Amount of its share of the B1 Facility Advances
made under this Agreement, adjusted to take account of:  (a)
  
  any
  cancellation or reduction of, or any transfer by such Lender or any transfer
  to it of, any B1 Facility Commitment, in each case, pursuant to the terms of
  this Agreement; and(b)
  
  in the case of
  any proposed Advance, the Sterling Amount of its share of such B1 Facility
  Advance which, pursuant to any other Utilisation Request is to be made on or
  before the proposed Utilisation Date,  provided always that such amount shall not be less
than zero.  Available B2 Facility
Commitment means, in relation to a Lender, at any time and save as
otherwise provided in this Agreement, its B2 Facility Commitment at such time
less the Sterling Amount of its share of the B2 Facility Advances made under
this Agreement, adjusted to take account of:  (a)
  
  any
  cancellation or reduction of, or any transfer by such Lender or any transfer
  to it of, any B2 Facility Commitment, in each case, pursuant to the terms of
  this Agreement; and(b)
  
  in the case of
  any proposed Advance, the Sterling Amount of its share of such B2 Facility
  Advance which, pursuant to any other Utilisation Request is to be made on or
  before the proposed Utilisation Date,  provided always that such amount shall not be less
than zero.  Available B3 Facility
Commitment means, in relation to a Lender, at any time and save as
otherwise provided in this Agreement, its B3 Facility Commitment at such time
less the Sterling Amount of its share of the B3 Facility Advances made under
this Agreement, adjusted to take account of:  (a)
  
  any
  cancellation or reduction of, or any transfer by such Lender or any transfer
  to it of, any B3 Facility Commitment, in each case, pursuant to the terms of
  this Agreement; and(b)
  
  in the case of
  any proposed Advance, the Sterling Amount of its share of such B3 Facility
  Advance which, pursuant to any other Utilisation Request is to be made on or
  before the proposed Utilisation Date,  9


provided always that such amount shall not be less
than zero.  Available B4 Facility
Commitment means, in relation to a Lender, at any time and save as
otherwise provided in this Agreement, its B4 Facility Commitment at such time
less the Sterling Amount of its share of the B4 Facility Advances made under
this Agreement, adjusted to take account of:  (a)
  
  any cancellation
  or reduction of, or any transfer by such Lender or any transfer to it of, any
  B4 Facility Commitment, in each case, pursuant to the terms of this
  Agreement; and(b)
  
  in the case of
  any proposed Advance, the Sterling Amount of its share of such B4 Facility
  Advance which, pursuant to any other Utilisation Request is to be made on or
  before the proposed Utilisation Date,  provided always that such amount shall not be less
than zero.  Available B5 Facility
Commitment means, in relation to a Lender, at any time and save as
otherwise provided in this Agreement, its B5 Facility Commitment at such time
less the Sterling Amount of its share of the B5 Facility Advances made under
this Agreement, adjusted to take account of:  (a)
  
  any
  cancellation or reduction of, or any transfer by such Lender or any transfer
  to it of, any B5 Facility Commitment, in each case, pursuant to the terms of
  this Agreement; and(b)
  
  in the case of
  any proposed Advance, the Sterling Amount of its share of such B5 Facility
  Advance which, pursuant to any other Utilisation Request is to be made on or
  before the proposed Utilisation Date,  provided always that such amount shall not be less
than zero.  Available B6 Facility
Commitment means, in relation to a Lender, at any time and save as
otherwise provided in this Agreement, its B6 Facility Commitment at such time
less the Sterling Amount of its share of the B6 Facility Advances made under
this Agreement, adjusted to take account of:  (a)
  
  any
  cancellation or reduction of, or any transfer by such Lender or any transfer
  to it of, any B6 Facility Commitment, in each case, pursuant to the terms of
  this Agreement; and(b)
  
  in the case of
  any proposed Advance, the Sterling Amount of its share of such B6 Facility
  Advance which, pursuant to any other Utilisation Request is to be made on or
  before the proposed Utilisation Date,  provided always that such amount shall not be less
than zero.  Available C Facility
Commitment means, in relation to a Lender, at any time and save as
otherwise provided in this Agreement, its C Facility Commitment at such time
less the Sterling Amount of its share of the C Facility Advances made under
this Agreement, adjusted to take account of:  (a)
  
  any
  cancellation or reduction of, or any transfer by such Lender or any transfer
  to it of, any C Facility Commitment, in each case, pursuant to the terms of
  this Agreement; and  10


(b)
  
  in the case of
  any proposed Advance, the Sterling Amount of its share of such C Facility
  Advance which, pursuant to any other Utilisation Request is to be made on or
  before the proposed Utilisation Date,  provided always that such
amount shall not be less than zero.  Available
Commitment means, in relation to a Lender, the aggregate amount
of  its Available A Facility
Commitments, its Available A1 Facility Commitments, its Available B1 Facility
Commitments, its Available B2 Facility Commitments, its Available B3 Facility
Commitments, its Available B4 Facility Commitments, its Available B5 Facility
Commitments, its Available B6 Facility Commitments, its Available C Facility
Commitments, its Available Revolving Facility Commitment and its Available
Ancillary Facility Commitment, or, in the context of a particular Facility, its
Available A Facility Commitment, its Available A1 Facility Commitments, its
Available B1 Facility Commitments, its Available B2 Facility Commitments, its
Available B3 Facility Commitments, its Available B4 Facility Commitments, its
Available B5 Facility Commitments, its Available B6 Facility Commitments, its
Available C Facility Commitments, its Available Revolving Facility Commitment
or its Available Ancillary Facility Commitment, as the context may require.  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.  Available
Revolving Facility means, at any time, the aggregate amount of the
Available Revolving Facility Commitments.  Available
Revolving Facility Commitment means, in relation to a Lender, at
any time and save as otherwise provided in this Agreement, its Revolving
Facility Commitment at such time, less the Sterling Amount of its share of the
Revolving Facility Outstandings, adjusted to take account of:  (a)
  
  any
  cancellation or reduction of, or any transfer by such Lender or any transfer
  to it of, any Revolving Facility Commitment, in each case, pursuant to the
  terms of this Agreement; and(b)
  
  in the case of
  any proposed Utilisation, the Sterling Amount of its share of (i) such
  Revolving Facility Advance and/or Documentary Credit which pursuant to any
  other Utilisation Request is to be made, or as the case may be, issued, and
  (ii) any Revolving Facility Advance and/or Documentary Credit which is
  due to be repaid or expire (as the case may be), in each case, on or before
  the proposed Utilisation Date,  provided always that such amount shall not be less
than zero.  B1 Facility
means the term loan facility granted to Baseball Cash Bidco pursuant to
Clause2.1(c) (The Facilities).  B1 Facility Margin
means, in relation to the B1 Facility Advances, 2.125% per annum.  B1 Facility Outstandings
means, at any time the aggregate principal amount of the B1 Facility Advances
outstanding under this Agreement.  B2 Facility
means the term loan facility granted to the UK Borrowers pursuant to
Clause 2.1(d) (The Facilities).  B2 Facility Margin
means, in relation to the B2 Facility Advances, 2.125% per annum.  11


B2 Facility Outstandings
means, at any time the aggregate principal amount of the B2 Facility Advances
outstanding under this Agreement.  B3 Facility
means the term loan facility granted to the UK Borrowers pursuant to
Clause 2.1(e) (The Facilities).  B3 Facility Margin
means, in relation to the B3 Facility Advances, 2.00% per annum.  B3 Facility Outstandings
means, at any time the aggregate principal amount of the B3 Facility Advances
outstanding under this Agreement.  B4 Facility means
the term loan facility granted to the UK Borrowers pursuant to Clause 2.1(f) (The Facilities) and novated to the US Borrower pursuant to
the provisions of Clause 2.2 (Novation of B4 Facility).  B4 Facility Margin
means, in relation to the B4 Facility Advances, 2.00% per annum.  B4 Facility Outstandings
means, at any time the aggregate principal amount of the B4 Facility Advances
outstanding under this Agreement.  B5 Facility
means the term loan facility granted to the Company and VMIH Sub pursuant to
Clause 2.1(d) (The Facilities).  B5 Facility Margin
means, in relation to the B5 Facility Advances, 2.125% per annum.  B5 Facility Outstandings
means, at any time the aggregate principal amount of the B5 Facility Advances
outstanding under this Agreement.  B6 Facility
means the term loan facility granted to the Company and VMIH Sub pursuant to
Clause 2.1(e) (The Facilities).  B6 Facility Margin
means, in relation to the B6 Facility Advances, 2.125% per annum.  B6 Facility Outstandings
means, at any time the aggregate principal amount of the B6 Facility Advances
outstanding under this Agreement.  Bank Group
means:  (a)
  
  for the
  purposes of the definition of Bank Group Consolidated Revenues,
  Clause 22.1 (Financial Statements),
  Clause 22.3 (Budget) and
  Clause 23 (Financial Condition) and any
  other provisions of this Agreement using the terms defined in Clause 23
  (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  12


(v)
  
  without prejudice
  to sub-paragraph (iv) above, each of the direct and indirect
  Subsidiaries from time to time of Virgin Media Communications Limited
  (formerly known as 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 Virgin Media
  Communications Limited (formerly known as 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 paragraphs (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 23.1 (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 22.1 (Financial Statements).  Bank Group
Excluded Subsidiary means:  (a)
  
  any Subsidiary
  of the UK Borrowers or Virgin Media Communications Limited (formerly known as
  NTL Communications Limited) which is a Dormant Subsidiary and which
  (i) has assets (save for loans existing on the Original Execution 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 Borrowers or Virgin Media Communications Limited (formerly known as
  NTL Communications Limited) which is a Project Company;  13


(g)
  
  any Asset Securitisation
  Subsidiary; and(h)
  
  any company
  which becomes a Subsidiary of the Parent or Virgin Media Communications
  Limited (formerly known as NTL Communications Limited) in each case, after
  the Original Execution Date pursuant to an Asset Passthrough,  provided thatany
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) Limited, incorporated in England & Wales
with registered number 3741555 and having its registered offices at 160 Great
Portland Street, London W1W 5QA.  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 Virgin Media Investment Holdings Limited (formerly known as NTL
Investment Holdings Limited), a company incorporated in England &
Wales with registered number 3173552 and having its registered office at 160
Great Portland Street, London W1W 5QA.  Baseball Certain
Funds Period means, in relation to the A1 Facility and the B1
Facility, the period commencing on the Original Execution Date and ending on
the earlier of (a) the date on which the Baseball Scheme proposal fails or
is withdrawn, (b) 30 September 2006 or (c) the date which is
30 days after the Baseball Effective Date.  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 Drawstop Default
means an Event of Default arising under any of the following provisions, in
each case, with respect to Baseball Cash Bidco only::  (a)
  
  Clause 27.1
  (Non-Payment);(b)
  
  Clause 27.2
  (Covenants) by virtue of a breach of
  the covenants under Clause 25.2 (Negative Pledge)
  (in a manner which could reasonably be expected to have a material adverse
  effect on the Security (taken as a whole)) or paragraphs (a), (b), (c),
  (d), (g), (h) and (j) of Clause 24.22 (Baseball
  Scheme Undertakings);(c)
  
  Clause 27.4
  (Misrepresentation) by virtue of a
  breach of any of the representations and warranties in Clauses 21.2 (Due Organisation) only as regards to the provisions of
  this Agreement that relate to the A1 Facility and the B1 Facility, but not
  otherwise; or  14


(d)
  
  Clause 27.6
  (Insolvency), Clause 27.7 (Winding-Up), Clause 27.8 (Execution
  and Distress) or Clause 27.9 (Similar
  Events) other than any such event which is caused by the
  occurrence or potential occurrence of another Event of Default.  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 Implementation
Agreement means the agreement to be entered into between Virgin
Media Holdings Inc. (formerly known as NTL Holdings Inc.), the Baseball Bidcos
and Baseball in respect of the Baseball Scheme (in the form agreed with the
Bookrunners on or before the Original Execution Date).  Baseball Instructing Group
means:  (a)
  
  in relation to
  the A1 Facility and B1 Facility:(i)
  
  before any
  Utilisation of the A1 Facility and the B1 Facility under this Agreement, a
  Baseball Lender or group of Baseball Lenders whose Available A1 Facility
  Commitments and Available B1 Facility Commitments (as applicable) amount in
  aggregate to more than 662/3% of the Available A1
  Facility Commitments and Available B1 Facility Commitments (taken together);
  and(ii)
  
  thereafter, a
  Baseball Lender or group of Baseball Lenders to whom in aggregate more than
  662/3% of the A1 Facility
  Outstandings and B1 Facility Outstandings (taken together) are (or if there
  are no A1 Facility Outstandings or B1 Facility Outstandings at such time,
  immediately prior to their repayment, were then) owed; or(b)
  
  in relation to
  any Alternative Baseball Financing:(i)
  
  before any
  Utilisation of the Alternative Baseball Financing, a Baseball Lender or group
  of Baseball Lenders whose commitments in respect of such Alternative Baseball
  Financing amount in aggregate to more than 662/3%
  of the total commitments under such Alternative Baseball Financing; or(ii)
  
  thereafter, a
  Baseball Lender or group of Baseball Lenders to whom in aggregate more than
  662/3% of the outstandings
  under the Alternative Baseball Financing are (or if there are no outstandings
  under the Alternative Baseball Financing prior to such repayment, were then)
  owed,  in each case, calculated in accordance with the
provisions of Clause 43.9 (Calculation of Consents).  Baseball Lender
means:  (a)
  
  in relation to
  the A1 Facility and B1 Facility, any Lender which:(i)
  
  is named in
  Part 1 of Schedule 1 (Lenders and Commitments)
  as a Lender in respect of the A1 Facility and/or B1 Facility; or  15


(ii)
  
  has become a
  party to this Agreement in accordance with the provisions of Clause 37 (Assignments and Transfers) as a Lender in respect of the
  A1 Facility and/or B1 Facility; or(b)
  
  in relation to
  an Alternative Baseball Financing, any Lender which has provided the Company
  and/or Baseball Cash Bidco, with a commitment to provide some or all of the
  Alternative Baseball Financing, whether pursuant to a duly executed
  commitment letter, this Agreement or otherwise,  which in each case has not ceased to be a party to
this Agreement in accordance with the terms of this Agreement.  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 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 Resolutions
means the resolutions passed at each of the board meetings and the
extraordinary general meeting of the Shareholders of Baseball.  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 Scheme Document
means each of the following:  (a)
  
  the Baseball
  Press Release;(b)
  
  the Baseball
  Resolutions;(c)
  
  the Baseball
  Implementation Agreement; and(d)
  
  the Baseball
  Scheme Circular,  and together the Baseball
Scheme Documents.  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 Virgin Media (UK) Group, Inc. (formerly known as 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 the relevant currency and 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.  16


BBC Guarantees
means the guarantees required to be given by the Borrowers in favour of BBC
Worldwide Limited pursuant to the shareholder agreements relating to the UKTV
Joint Ventures.  Beneficiary
means a beneficiary in respect of a Documentary Credit.  Blocked Account
means each interest bearing account maintained with the Facility Agent (or such
other bank as the Facility Agent and the Company may jointly determine) in the
name of an Obligor for the purposes of Clauses 12.3 (Blocked
Accounts) or 12.8 (Trapped Cash)
which is secured in favour of the Security Trustee pursuant to the Security
Documents, or as otherwise required by the terms of this Agreement.  Borrowers
means the UK Borrowers, the US Borrower and any Acceding Borrower.  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 Advance or Unpaid Sum to the last day of the
  current Interest Period or Term in respect of that Advance or Unpaid Sum, had
  the amount so received been paid on the last day of that Interest Period or
  Term;exceeds:(b)
  
  the amount
  which that Lender would be able to obtain by placing an amount equal to the
  principal amount of such Advance 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 or Term.  Bridge Facility
means the £1,800,000,000 bridge facility, the proceeds of which will 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 shareholders,
cash in an amount equal to Redemption Consideration as required under the
Merger Agreement, and the payment of any transaction fees and expenses in
connection with the Merger Agreement and the Finance Documents.  Bridge Facility
Agreement means the senior subordinated bridge facility agreement
dated the Original Execution Date between, among others, Merger Sub, NTL and
the Mandated Lead Arrangers (as defined therein) relating to the Bridge
Facility or any agreement entered into pursuant thereto and in accordance with
the terms thereof for the purposes of extending the term of such facilities
beyond one year (including, in each case, any Exchange Notes).  Bridge Finance
Documents has the meaning given to the term Finance Documents in the Bridge
Facility Agreement, the Alternative Bridge Facility Agreement or, in each case,
any Exchange Notes, as the case may be, as the context may require.  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 Company to the Facility Agent pursuant to
Clause 22.3 (Budget).  17


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 23.1 (Financial Definitions).  Cash Equivalent
Investment means:  (a)
  
  debtsecurities 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;(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.  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.  18


C Facility
means the term loan facility to be made available to the Company pursuant to
Clause 2.1(g) (The Facilities).  C Facility Fees Letter
means a fees letter dated any time after the Second Amendment Effective Date
made between the Company and any person agreeing to become a C Facility Lender
pursuant to the terms of this Agreement.  C Facility Lender
means a person who has become a Lender in respect of the C Facility pursuant to
the provisions of Clause 2.6 (Alternative Bridge
Facility Refinancing).  C Facility
Lender Deed of Accession means a duly completed deed of accession
in the form of Part 2 of Schedule 3 (Form of C Facility
Lender Deed of Accession).  C Facility Liabilities
has the meaning given to such term in the Group Intercreditor Agreement.  C Facility Margin
means, in relation to the C Facility Advances, the percentage per annum set out
in a term sheet agreed between the Company and one or more C Facility Lender(s) at
the time of pricing of the New High Yield Notes pursuant to an Option B
Alternative Bridge Facility Refinancing and notified to the Facility Agent,
prior to the date on which the applicable C Facility Lender(s) become a
party to this Agreement.  C Facility Outstandings
means, at any time the aggregate principal amount of the C Facility Advances
outstanding under this Agreement.  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 Advance by a Lender
named in Part 1 of Schedule 1(Lenders and Commitments)
after the Original Execution Date, or (b) in the case of a participation
in an Advance by any other Lender, after the date upon which such Lender
becomes a party to this Agreement in accordance with the provisions of
Clause 37 (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  19


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 Bridge
  Facility Agreement or the Alternative Bridge Facility 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 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:  (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.  20


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.  Commitment means:  (a)
  
  when designated
  A Facility in relation to a Lender
  at any time, and save as otherwise provided in this Agreement, the amount set
  opposite its name in the relevant column of Part 1 of Schedule 1 (Lenders and Commitments) or as specified in the Transfer
  Deed pursuant to which such Lender becomes a party to this Agreement;(b)
  
  when designated
  A1 Facility in relation to a Lender
  at any time, and save as otherwise provided in this Agreement, the amount set
  opposite its name in the relevant column of Part 1 of Schedule 1 (Lenders and Commitments) or as specified in the Transfer
  Deed pursuant to which such Lender becomes a party to this Agreement;(c)
  
  when designated
  B1 Facility in relation to a Lender
  at any time, and save as otherwise provided in this Agreement, the amount set
  opposite its name in the relevant column of Part 1 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(d)
  
  when designated
  B2 Facility in relation to a Lender
  at any time, and save as otherwise provided in this Agreement, the amount set
  opposite its name in the relevant column of Part 1 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(e)
  
  when designated
  B3 Facility in relation to a Lender
  at any time, and save as otherwise provided in this Agreement, the amount set
  opposite its name in the relevant column of Part 1 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(f)
  
  when designated
  B4 Facility in relation to a Lender
  at any time, and save as otherwise provided in this Agreement, the amount set
  opposite its name in the relevant column of Part 1 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(g)
  
  when designated
  B5 Facility in relation to a Lender
  at any time, and save as otherwise provided in this Agreement, the amount set
  opposite its name in the relevant column of Part 1 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  21


(h)
  
  when designated
  B6 Facility in relation to a Lender
  at any time, and save as otherwise provided in this Agreement, the amount set
  opposite its name in the relevant column of Part 1 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(i)
  
  whendesignated C Facility
  in relation to a Lender at any time, and save as otherwise provided in this
  Agreement, the amount set out in a C Facility Lender Deed of Accession or a
  Transfer Deed, as applicable, pursuant to which such Lender becomes a party
  to this Agreement as a C Facility Lender; and(j)
  
  when designated
  Revolving Facility in relation to a
  Lender at any time, and save as otherwise provided in this Agreement, the
  amount set opposite its name in the relevant column of Part 1 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 A Facility Commitment, A1 Facility
Commitment, B1 Facility Commitment,B2 Facility Commitment,B3 Facility Commitment,B4 Facility Commitment,
B5 Facility Commitment, B6 Facility Commitment, C Facility
Commitment and Revolving 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)
  
  VMIH; or(b)
  
  following a
  solvent liquidation of VMIH, pursuant to the provisions of Clause 25.20
  (Solvent Liquidation), 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 Company.  Consolidated Debt
Service has the meaning ascribed to it in Clause 23.1 (Financial Definitions).  Consolidated Net
Debt has the meaning ascribed to it in Clause 23.1 (Financial Definitions).  Consolidated Net
Income has the meaning ascribed to it in Clause 23.1 (Financial Definitions).  Consolidated
Operating Cashflow has the meaning ascribed to it in
Clause 23.1 (Financial Definitions).  Consolidated
Total Debt has the meaning ascribed to it in Clause 23.1 (Financial Definitions).  Consolidated
Total Net Cash Interest Payable has the meaning ascribed to it in
Clause 23.1 (Financial Definitions).  22


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.  Conversion Notice
has the meaning given to such term in paragraph (a) of
Clause 6.1(Utilisation of Ancillary Facilities).  Cost
means the cost estimated in good faith by the relevant member of the Bank Group
to have been incurred or to be received by that member of the 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.  Court Order
means the order of the Court confirming the sanctioning of the Baseball Scheme
as required by Section 425 of the Act.  Current Assets
has the meaning ascribed to it in Clause 23.1 (Financial Definitions).  Current
Liabilities has the meaning ascribed to it in Clause 23.1 (Financial Definitions).  Debt Proceeds
means the cash proceeds received in respect of any Financial Indebtedness
raised by any member of the Group other than Parent Debt (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 23.2
(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.  23


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.  Designated Anniversary
has the meaning given to such term in Clause 11.1 (Voluntary
Prepayment).  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 by an L/C
Bank pursuant to Clause 4.1 (Conditions to Utilisation).  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 Advance
made to any Borrower, any convention or agreement between the government of
such 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 such Borrowers
Relevant Tax Jurisdiction on interest.  Effective Date
has the meaning given to such term in paragraph (a) of
Clause 6.1 (Utilisation of Ancillary Facilities).  Eligible Deposit
Bank has the meaning ascribed to it in Clause 23.1 (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.  24


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(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 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.  25


EURIBOR
means, in relation to any amount to be advanced to or owed by an Obligor under
this Agreement in euro on which interest for a given period is to accrue:  (a)
  
  the rate per
  annum for deposits in euro which appears on the Relevant Page for such
  period at or about 11.00 am (Brussels time) 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 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 European Interbank Market deposits in euro for such period at or about
  11.00 am (Brussels time) on the Quotation Date for such period.  Eurobond means
one or more listed notes issued by the Company to the US Borrower after the
Original Execution Date either for cash subscription, in consideration of the
novation of debt obligations hereunder 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 27(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
from disposals permitted by Clause 25.6(i) (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 Notes
means each of the securities issued in exchange for any of the loans
outstanding under the Bridge Facility or the Alternative Bridge Facility, as
the context may require, and including any indenture pursuant to which they are
issued.  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 23.1(Financial Definitions).  26


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 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 the Parent.  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 Virgin Media Holdings Inc.
(formerly known as NTL Holdings Inc.) as Ultimate Parent, Virgin Media
Investment Holdings Limited (formerly known as 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).  27


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).  Expiry Date
means, in relation to any Documentary Credit granted under this Agreement, the
date stated in it to be its expiry date or the latest date on which demand may
be made under it being a date falling on or prior to the Final Maturity Date in
respect of the Revolving Facility.  Facilities
means the A Facility, the A1 Facility, the B1 Facility, the B2 Facility, the B3
Facility, the B4 Facility, the B5 Facility, the B6 Facility, the C Facility,
the Revolving Facility, any Ancillary Facility and any Documentary Credit
granted to the Borrowers under this Agreement, and Facility means any of them, as the context may require.  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 16.2 (Arrangement
and Underwriting Fee), 16.3 (Agency Fee) and
16.5 (L/C Bank Fee).  Final Maturity
Date means:  (a)
  
  in respect of
  the Revolving Facility, the date falling 60 months after the Merger Closing
  Date;(b)
  
  in respect of
  the A Facility and the A1 Facility, the date falling 60 months after the
  Merger Closing Date;(c)
  
  in respect of the B1 Facility, the B2 Facility, the B3 Facility, the B4
  Facility, the B5 Facility and the B6 Facility, the date falling 78 months
  after the Merger Closing Date; and(d)
  
  in respect of the C Facility, the date falling 84 months after the
  Merger Closing Date.  28


Finance Documents
means:  (a)
  
  this Agreement,
  any Documentary Credit, any Accession Notices and any Transfer Deeds;(b)
  
  the Fees
  Letters;(c)
  
  any Ancillary
  Facility Documents;(d)
  
  the Security
  Documents;(e)
  
  the Security Trust Agreement;(f)
  
  the Group
  Intercreditor Agreement;(g)
  
  the HYD
  Intercreditor Agreement;(h)
  
  the Barclays Intercreditor Agreement;(i)
  
  the Hedging
  Agreements either entered into pursuant to Clause 24.9 (Hedging) or permitted to be entered into pursuant to
  paragraph (c) of Clause 25.12 (Limitation on Hedging);(j)
  
  any other
  agreement or document entered into or executed by a member of the Bank Group
  pursuant to any of the foregoing documents; and(k)
  
  any other
  agreement or document designated a Finance
  Document in writing by the Facility Agent and the Company.  Finance Lease
means a lease treated as a capital or finance lease pursuant to GAAP.  Finance Parties
means the Agents, the Arrangers, the Bookrunners, the Security Trustee, the Lenders
and each Hedge Counterparty 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 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);  29


(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 27.5 (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);(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 Company or of the Group, or any similar officer of the Company or of the
Group.  Financial Quarter
has the meaning ascribed to it in Clause 23.1 (Financial Definitions).  Financial Support
Direction means a financial support direction issued by the
Pensions Regulator under Section 43 of the Pensions Act 2004.  First Amendment Effective
Date has the meaning given to it in an amendment letter dated 22 May 2006
between the Ultimate Parent, VMIH, the US Borrower and the Facility Agent.  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.  Fourth Amendment Letter
means the letter dated 4 April 2007 between the Facility Agent, the
Ultimate Parent, VMIH, VMIH Sub and Virgin Media Dover LLC in connection with
the amendment and restatement of this Agreement on the terms set out therein.  30


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 Virgin Media
  Communications Limited (formerly known as 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)
  
  finallymade by the Company to the Parent or by one
  of the Subsidiaries of Virgin Media Communications Limited (formerly known as
  NTL Communications Limited) (other than the Parent or any of its
  Subsidiaries) to Virgin Media Communications Limited (formerly known as 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.  Gilt Rate
means as at any prepayment date, the yield to maturity as of such prepayment
date of United Kingdom government securities with a fixed maturity (as compiled
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 prepayment  31


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 prepayment date to and including the Designated
Anniversary; provided, however,
that if the period from such prepayment date to and including the Designated
Anniversary 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.  Group
means:  (a)
  
  for the
  purposes of Clause 22.1 (Financial Statements),
  Clause 22.3 (Budget) and
  Clause 23 (Financial Condition) and any
  other provisions in this Agreement using the terms defined in Clause 23
  (Financial Condition):(i)
  
  the Ultimate
  Parent and its Subsidiaries from time to time;(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 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 5 (Vanilla
  Conditions Subsequent Documents)and
  paragraph 2 of Part 6 of Schedule 4 (Baseball
  Conditions Subsequent Documents) or  32


any updated
  group structure chart which is delivered to the Facility Agent pursuant to
  Clause 24.14 (Group Structure Chart)
  from time to time.  Guaranteed Parent Debt
has the meaning given to such term in paragraph (h) of
Clause 25.4 (Financial Indebtedness).  Guarantors
means:  (a)
  
  for the
  purposes of Clause 29 (Guarantee and
  Indemnity), the Parent, the Original Guarantors and any Acceding
  Guarantors or in respect of the C Facility only, the Parent only; and(b)
  
  for the
  purposes of any other provision of the Finance Documents, 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 43.7 (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 Lender or Affiliate of a Lender which is a
party to a Hedging Agreement entered into for the purposes of Clause 24.9
(Hedging) and Hedge Counterparties means all such 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 by the Parent
for the purposes of refinancing all or a portion of the Existing High Yield
Notes and/or the New High Yield Notes and/or the C Facility, in each case,
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 and/or the C Facility, 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:  (i)
  
  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;(ii)
  
  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(iii)
  
  the Financial
  Indebtedness constituted by any High Yield Refinancing is structurally and
  contractually subordinated to the Facilities on a basis no less favourable to
  the Facilities than the basis on which the Existing High Yield Notes and/or
  the New High Yield Notes are subordinated to the Facilities.  Holding Company
of a company means a company of which the first-mentioned company is a
Subsidiary.  33


HYD Intercreditor
Agreement means the intercreditor agreement dated 13 April 2004
between certain of the Obligors, the 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).  Indemnifying
Lender has the meaning set out in Clause 5.1(b) (Issue of Documentary Credits).  Information Memoranda
means the Initial Information Memorandum and the Subsequent Information
Memorandum.  Initial  Information Memorandum means the
information memorandum dated October 2005 approved by the Company
concerning the Obligors which, at the request of the Company 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 proxy statement
dated 31 January 2006 and delivered in connection with the Merger and the
Forms 10-K of the Ultimate Parent and NTL dated 28 February 2006.  Initial Security
Documents means the security documents listed in Part 4 of
Schedule 4 (Vanilla Initial Security Documents).  Instructing Group
means:  (a)
  
  before any
  Utilisation of the Facilities under this Agreement, a Lender or group of
  Lenders whose Available Commitments amount in aggregate to more than 662/3% of the Available
  Facilities; and(b)
  
  thereafter, a
  Lender or group of Lenders to whom in aggregate more than 662/3% of the aggregate amount
  of the Outstandings are (or if there are no Outstandings at such time,
  immediately prior to their repayment, were then) owed,  in each case, calculated in accordance with the
provisions of Clause 43.9 (Calculation
of Consents), provided that whilst any amounts remain outstanding
under the A Facility, A1 Facility, B1 Facility, B2 Facility, B3 Facility, B4
Facility, B5 Facility and/or B6 Facility and/or whilst any commitments remain
available for drawing under the Revolving Facility for the purposes of:  34


(i)
  
  any amendment,
  waiver or consent relating to the provisions of Clause 11 (Voluntary Prepayment) and Clause 12 (Mandatory Prepayment and Cancellation) except to the
  extent that such amendment, waiver or consent expressly relates to the
  cancellation of C Facility Commitments or the repayment of C Facility Outstandings;(ii)
  
  any amendment,
  waiver or consent relating to the provisions of Clause 23 (Financial Condition);(iii)
  
  any amendment,
  waiver or consent relating to Clause 27 (Events of
  Default) including without limitation, the exercise of any rights
  under Clause 27.17 (Acceleration)
  and/or Clause 27.18 (Repayment on Demand);(iv)
  
  the making of
  any demand against any Guarantor (including, for the avoidance of doubt, the
  Parent) pursuant to Clause 29 (Guarantee and Indemnity);(v)
  
  the exercise of
  any rights to crystallise, or require the Security Trustee to crystallise,
  any floating charge created pursuant to any Security Document or to enforce,
  or require the Security Trustee to enforce, any Encumbrance created pursuant
  to any Security Document, any amendment, waiver or consent relating to or any
  exercise of any other rights or benefits with respect to, the Security
  whether contained in this Agreement or any other Finance Document; and(vi)
  
  any action to
  be taken by the Lenders to petition for (or vote in favour of any resolution
  for) or initiate or support or take any steps with a view to any insolvency,
  liquidation, reorganisation, administration or dissolution proceedings or any
  voluntary arrangement or assignment for the benefit of creditors or any
  similar proceedings involving the Parent or an Obligor,any C Facility
  Commitments and any C Facility Outstandings shall be excluded from the
  calculation of the requisite percentage under paragraph (a) or (b),
  in both the numerator and the denominator of such calculation.  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 23.1 (Financial Definitions).  Interest Cover Ratio
has the meaning given to such term in paragraph (b) of
Clause 23.2(Ratio).  Interest Period
means, save as otherwise provided in this Agreement, any of those periods
mentioned in Clause 14.1 (Interest Periods for Term
Facility Advances).  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;  35


(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 Company, 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 Group incorporated in England & Wales without giving
rise to materially adverse US 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.  L/C Bank means the Original L/C Bank and
any other Lender which has been appointed as an L/C Bank in accordance with
Clause 5.11 (Appointment and Change of L/C Bank)
and which has not resigned in accordance with paragraph (c) of
Clause 5.11 (Appointment and Change of L/C Bank).  L/C Bank Accession Certificate means a
duly completed accession certificate in the form set out in Schedule 11 (Form of L/C Bank Accession Certificate).  L/C Proportion means, in relation to a
Lender in respect of any Documentary Credit and save as otherwise provided in
this Agreement, the proportion (expressed as a percentage) borne by such Lenders
Available Revolving Facility Commitment to the Available Revolving Facility
immediately prior to the issue of such Documentary Credit.  Legal Opinions means any of the legal
opinions referred to in paragraph 5 of Part 1 to Schedule 4 (Conditions Precedent to First Utilisation),
paragraph 6 of Part 2 to Schedule 4  36


(Conditions Precedent to First Baseball Utilisation) and
paragraph 2 of Part 2 to Schedule 7 (Accession Documents) required to be delivered pursuant to
Clause 3.1 (Vanilla Conditions Precedent),
Clause 3.2 (Baseball  Conditions
Precedent) and Clause 26 (Acceding Group Companies), respectively.  Lender means a person (including each L/C Bank and each
Ancillary Facility Lender) which:  (a)is
named in Part 1 of Schedule 1 (Lenders and Commitments);  (b)has
become a party to this Agreement in accordance with the provisions of
Clause 37 (Assignments and Transfers); or  (c)has become a party to this Agreement in accordance with the
provisions of Clause 2.6 (Alternative Bridge Facility
Refinancing),  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 23.2(Ratios).  LIBOR means, in relation to any amount to
be advanced to or owed by an Obligor under this Agreement in a currency (other
than euro) 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 a.m. 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.  Major Event of Default means an Event of
Default arising under any of the following provisions:  (a)
  
  Clause 27.1
  (Non-Payment);(b)
  
  Clause 27.2
  (Covenants);(c)
  
  Clause 27.5
  (Cross-Default);(d)
  
  Clause 27.6
  (Insolvency);(e)
  
  Clause 27.7
  (Winding-Up);(f)
  
  Clause 27.8
  (Execution or Distress);(g)
  
  Clause 27.9
  (Similar Events);(h)
  
  Clause 27.10
  (Repudiation);  37


(i)
  
  Clause 27.11
  (Illegality);(j)
  
  Clause 27.12
  (Intercreditor Default); and(k)
  
  Clause 27.14
  (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 25.6 (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  (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 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 22.1 (Financial Statements).  Maturing Advance
has the meaning ascribed to it in Clause 8.2 (Rollover Advances).  Member State
means a member of the European Community.  Merger
means the merger of NTL with Merger Sub pursuant to the terms and conditions of
the Merger Agreement and the reorganisation, recapitalisation 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 is completed in accordance with, and subject to the terms and conditions
of the Merger Agreement.  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  38


of an internal reorganisation of subsidiaries of
Telewest in accordance with the Steps Paper and provided furtherthat 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
has been established for the purposes of the Merger in accordance with the
terms and conditions of the Merger 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
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 Bank 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 Bank Group in consideration for any Disposal as contemplated
under Clause 25.6 (Disposals))
in connection with any Disposal after deducting:  (i)all
taxes paid or reasonably estimated by such member of the Bank Group to be
payable by any member of the Bank Group as a result of that Disposal;  (ii)all
reasonable fees, commissions costs and expenses incurred by such member of the
Bank Group in arranging or effecting that Disposal, including, without
limitation, any amount required to be paid by any member of the Bank Group to
any proprietor of any intellectual property rights (not being a member of the
Bank 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 other than a Borrower, such provision as is reasonable for all
costs and taxes (after taking into account all available credits, deductions
and allowances) incurred by the Bank Group to a person other than a member of
the Bank Group and  39


fairly attributable to up-streaming
the cash proceeds to a Borrower or making any distribution in connection with
such proceeds to enable them to reach a 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 Bank 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; and  (b)the cash proceeds
received by any member of the Bank Group of any claim for loss or destruction
of or damage to the property of a member of the Bank 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 HighYield Notes means the high yield
notes to be issued by the Parent either:  (a)in an aggregate amount not
exceeding £600 million (Option A Alternative
Bridge Facility Refinancing); or  (b)in an aggregate amount of up
to £600 million to be issued in conjunction with the C Facility to be drawn
under this Agreement provided that the aggregate principal amount of the New
High Yield Notes referred to in this paragraph (b), together with the
aggregate principal amount drawn under the C Facility shall not exceed £600
million (Option B Alternative Bridge Facility Refinancing),  in each case, pursuant to the New High Yield
Offering, the proceeds of which are to be applied (in the case of the Option B
Alternative Bridge Facility Refinancing, together with the proceeds of the C
Facility) to refinance, directly or indirectly, all amounts outstanding under
the Alternative Bridge Facility Agreement in full, together with costs and
expenses in relation thereto.  NewHigh Yield Offering means the
offering of the New High Yield Notes on a shelf registration statement filed
with the SEC (or, if a shelf registration 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).  Non-Bank Group Serviceable Debt means:  (a)Financial
Indebtedness arising under the Bridge Facility Agreement or the Alternative
Bridge Facility (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  40


(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 Company 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 24.15 (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-Consenting
Lender is a Lender which does not agree to a consent to an
amendment to, or a waiver of, any provision of the Finance Documents where:  (a)the
Company or the Facility Agent has requested the Lenders to consent to an
amendment to, or waiver, of any provision of the Finance Documents;  (b)the
consent or amendment in question requires the agreement of all Lenders affected
thereby;  (c)Lenders
representing not less than 80% of the Commitments or Outstandings, as the case
may be, have agreed to such consent or amendment; and  (d)the
Company has notified the Lender it will treat it as a Non-Consenting Lender.  Non-Funding
Lender is either:  (a)a Lender which fails to
comply with its obligation to participate in any Advance where:  (i)all conditions to
the relevant Utilisation (including without limitation, delivery of a
Utilisation Request) have been satisfied or waived by an Instructing Group (or
with respect to the A1 Facility and the B1 Facility, a Baseball Instructing
Group) in accordance with the terms of this Agreement;  (ii)Lenders
representing not less than 80% of the relevant Commitments have agreed to
comply with their obligations to participate in such Advance; and  (iii)the Company has
notified the Lender that it will treat it as a Non-Funding Lender; or  (b)a Lender which has given
notice to a Borrower or the Facility Agent that it will not make, or it has
disaffirmed or repudiated any obligation to participate in, an Advance.  Notes means
the Short Term Notes or the Eurobond as applicable.  Notes Engagement 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 New High Yield Notes.  41


NTL means Virgin Media Holdings Inc.
(formerly known as NTL Holdings Inc.), a Delaware corporation, whose registered
office is at 909 Third Avenue, Suite 2863, New York, NY 10022, United
States of America.  NTL Group means NTL and its Subsidiaries
from time to time.  For information
purposes only, the members of the NTL Group as at theOriginal
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 and Wales with registered number 2401044.  Obligors
means the Borrowers and the Guarantors and Obligor
means any of them.  Obligors Agent
means the Company in its capacity as agent for the Parent and the Obligors
(other than the US Borrower), pursuant to Clause 30.18 (Obligors Agent).  Option A Alternative
Bridge Facility Refinancing has the meaning given to such term in
the definition of New High Yield Notes.  Optional Currency means, in relation to any Advance, any
currency other than euro, Dollars and Sterling which:  (a)is readily
available to banks in the London interbank market, and is freely convertible
into Sterling on the Quotation Date and the Utilisation Date for the relevant
Advance; and  (b)has been approved
by the Facility Agent (acting on the instructions of all the Lenders) on or
prior to receipt by the Facility Agent of the relevant Utilisation Request.  Option B Alternative
Bridge Facility Refinancing has the meaning given to such term in
the definition of New High Yield Notes.  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
Guarantor means each of the companies and partnerships listed in Part 1
of Schedule 2 (The  Original Guarantors), which in each case has not ceased to
be a party to this Agreement in accordance with the terms of this Agreement.  Original
Obligors means the UK Borrowers, the US Borrower and the Original
Guarantors  Outstanding L/C Amount means:  (a)each sum paid or
payable by an L/C Bank to a Beneficiary pursuant to the terms of a Documentary
Credit; and  (b)all liabilities,
costs (including, without limitation, any costs incurred in funding any
amount  which falls due from an L/C Bank
under a Documentary Credit), claims,  42


losses and expenses which an L/C Bank (or any of the
Indemnifying Lenders) incurs or sustains in connection with a Documentary
Credit,  in each case which has not been reimbursed or in
respect of which cash cover has not been provided by or on behalf of a relevant
Borrower.  Outstandings
means, at any time, the Term Facility Outstandings, the Revolving Facility
Outstandings and any Ancillary Facility Outstandings.  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 to its Subsidiaries (other
than another member of the Bank Group) from time to time which is subordinated
to the Facilities pursuant to the terms of the Group Intercreditor Agreement.  Parent Refinancing
Indebtedness means any Parent Debt incurred to refinance all or any
part of the Outstandings including the payment of all principal, interest,
fees, expenses, commissions, make-whole and any other contractual premium
payable, in respect of such Outstandings and any fees, costs and expenses
incurred in connection with such refinancing.  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 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 25.9 (Joint
Ventures) that the Company 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  43


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;  (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)bythe terms of the Finance Documents;  (ii)by
the terms of the Bridge 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) 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 Guaranteed Parent Debt;  (iv)by the terms of
any agreements for Financial Indebtedness which constitutes Non-Bank Group
Serviceable Debt falling within paragraph (c) of the definition
thereof;  (v)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 (iv) above and which is not entered into
for investment or speculative purposes;  (vi)by
the purposes of implementing the steps expressly contemplated by the Steps
Paper;  (vii)by
the purposes of implementing any Content Transaction or Business Division
Transaction;  (viii)by
the terms of the Notes; or  (ix)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
(ix), 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)anypayment
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;  44


(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 paymentof 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 paymentsof dividendsor distributions by the Ultimate Parent to its shareholders
or the repurchase of capital stock of the Ultimate Parent:  (i)in
an amount of up to £10 million per annum plus, at any time after 1 January 2007,
an additional amount per annum, up to the maximum amount specified below
determined by reference to the Leverage Ratio immediately prior to the
declaration of such dividend or the making of such payment, loan or other
distribution (calculated on a pro forma basis after giving effect to such
payment) in accordance with the following table:  Leverage Ratio
  
  Maximum Amount Per
  AnnumGreater than 3.75x
  
  £ 100 millionLess than or equal to 3.75x
  
  No Limit  (ii)in
an amount of up to £200 million from the cash proceeds of a Content
Transaction; and  (iii)in
an amount of up to £200 million from the cash proceeds of a Business Division
Transaction provided that the Leverage Ratio immediately prior to the
declaration of such dividend or the making of such payment, loan or other
distribution is less than 4.0:1,  in each case, provided always that no Event of
Default has occurred or is continuing or would result following such payment;  (e)any payments made
pursuant to and in accordance with the Tax Cooperation Agreement, provided
that:  (i)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; and  (ii)any payments made
to any Holding Company of VMIH for the purposes of settling any liabilities
owed to the United States Internal Revenue Service which have arisen following
delivery of a Structure Notice and implementation of the relevant steps set out
in the Steps Paper, in reliance upon the Structure 2 Opinions:  (A)at
any time prior to and including 31 December 2009, shall not be made
without the prior written consent of an Instructing Group; or  45


(B)at
any time on or after 1 January 2010, may be made in an amount not
exceeding £185 million from cash reserves of the Bank Group and in respect of
any amount in excess of £185 million from:  (i)any Net Proceeds
which is not required to be applied in or towards prepayment of the
Outstandings pursuant to paragraph (a) of Clause 12.2 (Repayment from Net Proceeds);  (ii)any Excess Cash Flow which
is not required to be applied in or towards prepayment of the Outstandings
pursuant to paragraph (a) of Clause 12.4 (Repayment
from Excess Cash Flow);  (iii)any Debt Proceeds which is
not required to be applied in or towards prepayment of the Outstandings
pursuant to paragraph (a) of Clause 12.5 (Repayment
from Debt Proceeds);  (iv)any Equity Proceeds which is
not required to be applied in or towards prepayment of the Outstandings
pursuant to paragraph (a) of Clause 12.6 (Repayment
from Equity Proceeds); or  (v)the proceeds of any Parent
Intercompany Debt or the proceeds of any Equity Equivalent Funding,  and provided always that immediately prior to and
immediately after such payment, the Bank Group remains in compliance with the
financial covenants set out in Clause 23.2 (Ratios)
as applicable for the Quarter Date falling immediately prior to such payment
and  calculated on a pro forma basis
after giving effect to such payment;  (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.  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.  Prepayment Premium
has the meaning given to such term in Clause 11.1 (Voluntary
Prepayment).  46


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 Advance to be made under this Agreement, the proportion borne by
such Lenders Available Commitment in respect of the relevant Facility, the
relevant Borrower and the relevant currency to the relevant Available Facility;  (b)in
relation to an Advance or Advances outstanding under this Agreement, the
proportion borne by such Lenders share of the Sterling Amount of such Advance
or Advances to the total Sterling Amount thereof;  (c)if
paragraph (a) does not apply and there are no Outstandings, the
proportion borne by the aggregate of such Lenders Available Commitment to the
Available Facilities (or if the Available Facilities are then zero, by its
Available Commitment to the Available Facilities immediately prior to their
reduction to zero); and  (d)if
paragraph (b) does not apply and there are any Outstandings, the
proportion borne by such Lenders share of the Sterling Amount of the
Outstandings to the Sterling Amount of all the Outstandings for the time being.  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 Advance to a UK Borrower, 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 23.1 (Financial Definitions).  Quotation Date means, in relation to any currency and any
period for which an interest rate is to be determined:  (a)if
the relevant currency is Sterling, the first day of that period;  (b)if
the relevant currency is euro, 2 TARGET Days before the first day of that
period; or  (c)in
relation to any other currency, 2 Business Days before the first day of that
period,  provided that if market practice differs in the
Relevant Interbank Market for a currency, the Quotation Date for that currency
will be determined by the Facility Agent in accordance with market practice in
the Relevant Interbank Market (and if quotations would normally be given  47


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 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 Company.  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 the relevant currency, or, in relation to
EURIBOR, the European offered rates for euro, or, if such page or service
shall cease to be available, such other page or service which displays the
London interbank offered rates for the relevant currency as the Facility Agent,
after consultation with the Lenders and the Company, shall select.  Relevant Tax Jurisdiction means:  (a)the
United Kingdom, in relation to a UK Borrower;  (b)the United States of America, in relation to the US
Borrower; and  (c)any
jurisdiction in which any person is liable to tax by reason of its domicile,
residence, place of management or other similar criteria (but not any
jurisdiction in respect of which that person is liable to tax by reason only of
its having a source of income in that jurisdiction).  Renewal Request
means, in relation to a Documentary Credit, a Utilisation Request therefor, in
respect of which the proposed Utilisation Date stated in it is the Expiry Date
of an existing Documentary Credit and the proposed Sterling Amount is the same
or less than the Sterling Amount of that existing Documentary Credit.  Repayment Date means:  (a)in
relation to any Revolving Facility Advance, the last day of its Term;  (b)in
respect of the A Facility Outstandings and the A1 Facility Outstandings, each
of the dates specified in Clause 9.1 (Repayment of A Facility
Outstandings and A1 Facility Outstandings) as a Repayment Date in
respect of the relevant Term Facility Outstandings, and  48


(c)in
respect of the B1 Facility Outstandings, the B2 Facility Outstandings, the B3
Facility Outstandings, the B4 Facility Outstandings, the B5 Facility
Outstandings, the B6 Facility Outstandings and the C Facility Outstandings, the
relevant Final Maturity Date,  provided that if any such day is not a Business Day
in the relevant jurisdiction for payment, the Repayment Date will be the next
succeeding Business Day in the then current calendar month (if there is one) or
the preceding Business Day (if there is not).  Repayment
Instalment means, in respect of the A Facility Outstandings and the
A1 Facility Outstandings, the amounts required to be paid by way of repayment
on each Repayment Date, as specified in Clause 9.1 (Repayment of
A Facility Outstandings and A1 Facility Outstandings), as an A
Facility Repayment Instalment or an A1 Facility Repayment Instalment (as
applicable).  Repeating
Representations means the representations and warranties set out in
Clauses 21.2 (Due Organisation),
21.5 (No Immunity), 21.6 (Governing Law and Judgments), 21.7 (All Actions Taken), 21.9 (Binding
Obligations), 21.10 (No Winding Up),
21.11 (No Event of Default),
21.18 (Execution of Finance Documents), 21.27 (Investment
Company Act), 21.28 (Margin Stock),
21.34 (US Patriot Act) and 21.36
(Compliance withERISA).  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;  (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; and  (e)any circumstance
arising through a failure to obtain any consent from any lessor, licensor or
other counterparty whose consent is required to the grant of any Security over
any lease, licence or other agreement or contract on or before the execution of
a Security Document.  Restricted Guarantors means:  (a)each
of the Original Guarantors listed in Part 2 of Schedule 2 (TheRestricted Guarantor);
and  (b)any
other Guarantor that accedes to this Agreement pursuant to Clause 26.2 (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  49


(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.  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;  Revolving
Facility means the revolving loan facility (including any Ancillary
Facility and the Documentary Credit facility) granted to the relevant Borrower
pursuant to Clause 2.1(d) (The Facilities).  Revolving
Facility Instructing Group means:  (a)before
any Utilisation of the Revolving Facility under this Agreement, a Lender or
group of Lenders whose Available Revolving Facility Commitments amount in
aggregate to more than 662/3% of the Available Revolving
Facility; and  (b)thereafter,
a Lender or group of Lenders to whom in aggregate more than 662/3%
of the aggregate amount of the Revolving Facility Outstandings are (or if there
are no Revolving Facility Outstandings at such time, immediately prior to their
repayment, were then) owed,  in each case calculated in accordance with the
provisions of Clause 43.9 (Calculation
of Consents).  Revolving
Facility Margin means, in relation to Revolving Facility Advances
and subject to Clause 13.3 (Margin Ratchet for
Revolving Facility Advances), 1.875% per annum.  Revolving
Facility Outstandings means, at any time, the aggregate outstanding
amount of each Revolving Facility Advance and of each Outstanding L/C Amount.  Rollover Advance
has the meaning ascribed to it in Clause 8.2 (Rollover
Advances).  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.  Second Amendment Effective
Date has the meaning given to it in an amendment letter dated 10 July 2006
between the Ultimate Parent, VMIH, the US Borrower and the Facility Agent.  Security
means the Encumbrances created or purported to be created pursuant to the
Security Documents.  Security Documents means:  (a)each
of the Initial Security Documents and the Subsequent Security Documents;  50


(b)any
security documents required to be delivered by an Acceding Obligor pursuant to
Clauses 26.1 (Acceding Borrowers)
and 26.2 (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 24.12 (Further Assurance) or any similar covenant in any of the
Security Documents referred to in paragraph (a) to (d) above.  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 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 Facilities (other than the B5
Facility and the B6 Facility).  Short Term Notes
means the notes to be issued by one or more Obligors to the US Borrower after
the first Utilisation of the B4 Facility hereunder.  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;
and  (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  51


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 25.20 (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 (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 (Voluntary Cancellation) 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 23.2 (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 25.10 (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 Bank Group
carried out thereon.  52


Sterling Amount means at any time:  (a)in
relation to an Advance denominated in Sterling, the amount thereof, and in
relation to any other Advance, the Sterling equivalent of the amount specified
in the Utilisation Request (as at the date thereof) for that Advance, in each
case, as adjusted, if necessary, in accordance with the terms of this Agreement
and to reflect any repayment, consolidation or division of that Advance;  (b)in
relation to a Documentary Credit, (i) if such Documentary Credit is
denominated in Sterling, the Outstanding L/C Amount in relation to it at such
time or (ii) if such Documentary Credit is not denominated in Sterling,
the equivalent in Sterling of the Outstanding L/C Amount at such time,
calculated as at the later of (1) the date which falls 2 Business
Days before its issue date or any renewal date or (2) the date of any
revaluation pursuant to Clause 5.3 (Revaluation of Documentary
Credits);  (c)in
relation to any Ancillary Facility granted by a Lender, the amount of its
Revolving Facility Commitment converted to provide its Ancillary Facility
Commitment as at the time of such conversion; and  (d)in
relation to any Outstandings, the aggregate of the Sterling Amounts (calculated
in accordance with paragraphs (a), (b) and (c) above) of each
outstanding Advance and/or Outstanding L/C Amount, made under the relevant
Facility or Facilities (as the case may be) and/or in relation to Ancillary
Facility Outstandings, (i) if such Outstandings are denominated in
Sterling, the aggregate amount of it at such time and (ii) if such Outstandings
are not denominated in Sterling, the Sterling equivalent of the aggregate
amount of it at such time.  Steps Paper
means the 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 Notice
means the structure notice delivered by NTL and the Company to the Bookrunners,
in accordance with the provisions of the Original Agreement, pursuant to which
NTL and the Company elect to implement the restructuring steps referred to in
the Steps Paper as Post-Combination
Restructuring - Second Alternative(Structure 2).  Structure 2 Opinions
means:  (a)an opinion from a big four accounting
firm; and  (b)an opinion from an internationally
recognized law firm,  in each case:  (i)substantially in
the form approved by the Mandated Lead Arrangers prior to the issuance of any
Structure Notice;  (ii)issued on the
date of the Structure Notice; and  (iii)to the effect
that (i) VMIHs acquisition of Virgin Media (UK) Group, Inc.
(formerly known as NTL (UK) Group, Inc.) shares from Virgin Media (UK)
Group, Inc. (formerly known as NTL (UK) Group, Inc.) should not
result for  53


US federal income tax
purposes in Virgin Media (UK) Group, Inc. (formerly known as NTL (UK)
Group, Inc.), the Parent or VMIH recognising income or gain, and (ii) VMIHs
acquisition of all the stock of Telewest UK in exchange for the Virgin Media
(UK) Group, Inc. (formerly known as NTL (UK) Group, Inc.) shares
should not result for US federal income tax purposes in the Ultimate Parent,
any member of the Ultimate Parents US consolidated federal tax group, Virgin
Media (UK) Group, Inc. (formerly known as NTL (UK) Group, Inc.), the
Parent or VMIH recognising income or gain, in each case, pursuant to the
implementation of the steps set out on the pages headed Post Combination Restructuring - Second Alternative (Structure 2)
of the Steps Paper (including, at the Companys option, alternative Steps
6Y-10Y described therein).  Structuring Completion
Date means the date falling 10 Business Days after the Structuring
Long-Stop Date.  Structuring Date
means the date proposed in the Structure Notice as the date 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.  Structuring
Long-Stop Date means the 31 July 2006.  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 Initial Information Memorandum updated to
reflect any changes to the terms of the Facilities made since October 2005,
the  54


Baseball Acquisition and the business, assets,
financial condition and prospects of the Baseball Group.  Subsequent
Security Documents means the security documents listed in
paragraph 4 of Part 6 of Schedule 4 (Baseball Conditions
Subsequent Documents).  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 22 (Financial
Information) and Clause 23 (Financial
Condition) and any provision of this Agreement where the financial
terms defined in Clause 23 (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.  Syndication Date
means the date specified by the Bookrunners (and notified to the Facility Agent
and the Company) as the day on which Successful Syndication has occurred.  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.  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 Original Execution Date
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 17.3 (Tax Indemnity).  55


Tax Payment
means the increase in any payment made by an Obligor to a Finance Party under
paragraph (c) of Clause 17.1 (Tax Gross-up)or any amount payable under paragraph (d) of
Clause 17.1 (Tax Gross-up) or under
Clause 17.3 (Tax Indemnity).  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 160 Great
Portland Street, London W1W 5QA.  Term means:  (a)in relation to a
Revolving Facility Advance, the period for which such Advance is borrowed as
specified in the relevant Utilisation Request; and  (b)in relation to
any Documentary Credit, the period from the date of its issue until its Expiry
Date.  Term Facilities
means the A Facility, the A1 Facility, the B1 Facility, the B2 Facility, the B3
Facility, the B4 Facility, the B5 Facility, the B6 Facility and the C Facility
and Term Facility means any of them, as
the context requires.  Term Facility Advance
means any A Facility Advance, an A1 Facility Advance, B1 Facility Advance, B2
Facility Advance, B3 Facility Advance, B4 Facility Advance, B5 Facility
Advance, B6 Facility Advance or C Facility Advance and Term
Facility Advances shall be construed accordingly.  Term Facility Outstandings
means, at any time, the aggregate of the A Facility Outstandings, the A1
Facility Outstandings, the B1 Facility Outstandings, the B2 Facility
Outstandings, the B3 Facility Outstandings, the B4 Facility Outstandings, the
B5 Facility Outstandings, the B6 Facility Outstandings and C Facility
Outstandings, at such time.  Termination Date means:  (a)in relation to
the Revolving Facility, the date which is 30 days prior to the Final Maturity
Date in respect of the Revolving Facility;  (b)in relation to
the A Facility, the earlier of (i) 2 October 2006 or (ii) the
Merger Closing Date;  (c)in
relation to the B2 Facility, the B3 Facility, and the B4 Facility, the earlier
of (i) 2 October 2006 or (ii) the Structuring Date;  56


(d)in relation to
the B5 Facility or the B6 Facility, 15 May 2007;  (e)in relation to the A1 Facility and the B1 Facility, the earlier of (i) 2
October 2006 or (ii) the date falling 15 days after the Baseball
Effective Date;  (f)in relation to the C Facility,the period of two
weeks commencing on the date C Facility Lenders first accede to this Agreement
or such longer period as the Facility Agent (acting on the instructions of all
of the C Facility Lenders) and the Company may agree; and  (g)in relation to
each Ancillary Facility, the relevant Ancillary Facility Termination 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 (Purpose) (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 37 (Assignments and Transfers) and
such Transferee agrees to accept such transfer and to be bound by this
Agreement and to accede to the HYD Intercreditor Agreement, 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 37 (Assignments and Transfers).  Treasury Rate
means, as of any prepayment date, the yield to maturity 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 prepayment 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 prepayment date to and including the Designated Anniversary; provided,
however, that if the period from the prepayment date to and including the Designated
Anniversary 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 prepayment date
to and including the Designated Anniversary 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.  UK Bank Lender
means, in relation to a payment of interest on a participation in an Advance to
a 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 Advance 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 Advance was made by a
different person, such person was a bank (as defined for the  57


purposes of section 349 of the Taxes Act in section
840A of the Taxes Act) at the time that Advance was made.  UK Borrowers means:  (a)as
at the date of the Agreement, each of the Company, TCN and VMIH Sub; and  (b)thereafter,
any Acceding Borrower that is liable to corporation tax in the United Kingdom,  excluding any UK Borrower which has been liquidated
in accordance with the provisions of Clause 25.20 (Solvent
Liquidation) but including the relevant Successor Entity (provided
it is also liable to corporation tax in the United Kingdom) thereafter, and UK Borrower means any of them.  UK Channel
Management means UK Channel Management Limited, a company
incorporated in England & Wales with registered number 3322468, whose
registered office is at 160 Great Portland Street, London W1W 5QA.  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, 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 160 Great Portland Street, London W1W 5QA.  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, 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 Advance to a Borrower:  (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 Advance to such Borrower.  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.  58


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 Advance to a UK Borrower, a Lender which is entitled
to claim full relief from liability to taxation otherwise imposed by such UK
Borrowers Relevant Tax Jurisdiction (in relation to that Lenders
participation in Advances made to such UK Borrower) on interest under a Double
Taxation Treaty and which does not carry on business in that UK Borrowers
Relevant Tax Jurisdiction through a permanent establishment with which that
Lenders participation in that Advance is effectively connected and, in
relation to any payment of interest on any Advance made by that Lender, such UK
Borrower has received notification in writing from H.M. Revenue &
Customs authorising such UK Borrower to pay interest on such Advances without
any Tax Deduction.  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 160 Great
Portland Street, London W1W 5QA.  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
on or 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 Original Execution Date, Telewest Global or at any time
thereafter, the person (if any) that accedes to this Agreement as the Ultimate
Parent pursuant to Clause 26.3 (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 (other
than any Ancillary Facility Document) but unpaid.  US Accession Lender
means in relation to a payment of interest on a participation in an Advance, a
Lender which is not a Qualifying UK Lender.  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 US Borrower and the Restricted Guarantors, and US Obligor
means any of them.  59


US Paying Agent
means as at the Original Execution Date, Deutsche Bank AG, New York Branch and
at any other time, any other person that has been delegated with, or appointed
for the purposes of, carrying out the functions set out in Clause 30.21 (US Paying Agent) subject to the terms set
out in that Clause.  Utilisation
means the utilisation of a Facility under this Agreement, whether by way of an
Advance, the issue of a Documentary Credit or the establishment of any
Ancillary Facility.  Utilisation Date means:  (a)in relation to an Advance, the date
on which such Advance is (or is requested) to be made;  (b)in
relation to a utilisation by way of Ancillary Facility, the date on which such
Ancillary Facility is established; and  (c)in
relation to a utilisation by way of Documentary Credit, the date on which such
Documentary Credit is to be issued, in each case,  in accordance with the terms
of this Agreement.  Utilisation Request means:  (a)in
relation to an Advance a duly completed notice in the form set out in Part 1
to Schedule 5 (Form of Utilisation Request (Advances));
or  (b)in
relation to a Documentary Credit, a duly completed notice in the form set out
in Part 2 to Schedule 5 (Form of Utilisation
Request (Documentary Credits)).  Vanilla  Certain Funds Period means, in relation to the A Facility,
the period commencing on the Original Execution Date and ending on the earlier
of (i) 2 October 2006 and (ii) the Merger Closing Date.  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.  VanillaDrawstop Default means an Event
of Default arising under any of the following provisions:  (a)with
respect to NTL, the Company, TCN or the Merger Sub only, Clause 27.1 (Non-Payment);  (b)with
respect to the Company or TCN only, Clause 27.2 (Covenants)
by virtue of a breach of the covenant in Clause 25.2 (Negative
Pledge) which has a material adverse effect on the Security (taken
as a whole);  (c)with
respect to NTL, the Company, TCN or the Merger Sub only, Clause 27.4 (Misrepresentation) by virtue of a breach of any of the
representations and warranties in Clause 21.2 (Due
Organisation); or  (d)with
respect to NTL, the Company, TCN and the Merger Sub only, Clause 27.6 (Insolvency), Clause 27.7 (Winding-Up),
Clause 27.8 (Execution and Distress) or
Clause 27.9 (Similar Events) other than any
such event which is caused by the occurrence or potential occurrence of another
Event of Default.  60


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.  Whitewash
Documents means certified copies of all applicable resolutions,
statutory declarations, auditors reports and other documents required by
sections 155 to 158 of the Act to enable any company to provide any financial
assistance applicable to it.  Working Capital has the meaning
ascribed to it in Clause 23.1 (Financial
Definitions).  1.2Accounting
Expressions  All accounting expressions which are not otherwise
defined in this Agreement shall be construed in accordance with GAAP.  1.3Construction  Unless a contrary indication
appears, any reference in this Agreement to:  the Facility
Agent, the US Paying Agent,
the Administrative Agent, a Mandated Lead Arranger, a Joint Lead Arranger, a Bookrunner,
the Security Trustee, a Hedge Counterparty, the L/C Bank, an Ancillary Facility Lender 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
Bookrunners and the Company 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:  61


(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.  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  62


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.  1.4Currency   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.  1.5Statutes  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.  1.6Time  Any reference in this Agreement to a time shall,
unless otherwise specified, be construed as a reference to London time.  1.7References
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.  1.8Documentary
Credits  Any reference in this
Agreement to:  (a)an
amount borrowed includes any amount utilised by way of Documentary Credit;  (b)a
Lender funding its participation in a Utilisation includes an Indemnifying  63


Lender participating in a
Documentary Credit;  (c)amounts
outstanding under this Agreement include amounts outstanding under, or in
relation to, any Documentary Credit;  (d)an
outstanding amount of a Documentary Credit at any time is the maximum amount
that is or may be payable by the L/C Bank in respect of that Documentary Credit
at that time;  (e)a
Borrower repaying a Documentary
Credit or an Ancillary Facility utilised by way of performance bond means:  (i)that
Borrower providing cash cover for that Documentary Credit or performance bond;  (ii)the
maximum amount payable under the Documentary Credit or performance bond being
reduced in accordance with its terms or otherwise in a manner satisfactory to
the L/C or Ancillary Facility Lender, as the case be, in each case, acting
reasonably; or  (iii)the
L/C Bank or Ancillary Facility Lender, as the case be, being satisfied that it
has no further liability under that Documentary Credit or performance bond,  and that the amount by which a Documentary Credit or
performance bond is repaid under sub-paragraph (e)(i) or reduced
under sub-paragraph (e)(ii) above is the amount of the relevant cash
cover or reduction; and  (f)a
Borrower providing cash coverfor a Documentary Credit or an Ancillary
Facility utilised by way of performance bond means that Borrower paying an
amount in the currency of the Documentary Credit or performance bond to an
interest-bearing account in the name of that Borrower and the following
conditions are met:  (i)the
account is with the Facility Agent (if the cash cover is to be provided for all
the Indemnifying Lenders) or with an Indemnifying Lender or the L/C Bank or the
Ancillary Facility Lender (if the cash cover is to be provided for that
Indemnifying Lender or the L/C Bank or Ancillary Facility Lender, as the case
may be);  (ii)in
the case of cash deposited as cash cover for a Documentary Credit, withdrawals
from the account may only be made to pay a Finance Party amounts due and
payable to it under this Agreement in respect of that Documentary Credit until
no amount is or may be outstanding under that Documentary Credit; and  (iii)the
relevant Borrower has executed a security document over that account, in form
and substance satisfactory to the Facility Agent or the Finance Party with
which that account is held, creating a first ranking security interest over
that account,  or on such other terms as may be satisfactory to the
Facility Agent, the relevant Indemnifying Lender, the relevant Ancillary
Facility Lender or the L/C Bank.  64


1.9Holding
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 26.3 (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  1.10No
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  2.1The
Facilities  The Lenders grant (or in the
case of paragraph (g) below, following delivery of a notice by the
Company and upon their accession to this Agreement in accordance with
Clause 2.6 (Alternative Bridge Facility Refinancing)
below, the C Facility Lenders grant) upon the terms and subject to the conditions
of this Agreement:  (a)to
the UK Borrowers, a term loan facility in a maximum amount of £3,350,000,000
(the A Facility) which shall be
available in Sterling in two drawings;  (b)to
Baseball Cash Bidco, a term loan facility in a maximum amount of £175,000,000
(the A1 Facility) which shall be
available in Sterling in a single drawing;  (c)to
Baseball Cash Bidco, a term loan facility in a maximum amount of £300,000,000
(the B1 Facility) which shall be
available in Sterling in a single drawing;  (d)to
the Company, a term loan facility in a maximum amount of £350,652,430.56 (the B2 Facility) which shall be available in
Sterling;  (e)to
the Company, a term loan facility in a maximum amount of 500,000,000 (the B3 Facility) which shall be available in
euro;  (f)to
the Company, a term loan facility in a maximum amount of $650,000,000 (the B4 Facility) which shall be available in
Dollars;  (g)to
the Company, a term loan facility in a maximum amount of £590,000,000 (the B5 Facility) which shall be available in
Sterling;  (h)to
VMIH Sub Limited, a term loan facility in a maximum amount of £300,000,000 (the
B6 Facility) which shall be
available in Sterling;  (i)to
the Company, a term loan facility in a maximum amount of up to £300,000,000
(the C Facility) which shall be
available for utilisation in a single drawing during the C Facilty Availability
Period in Dollars and/or Sterling in such proportions as shall be agreed
between the Company and the C Facility Lenders;  (j)to
the Borrowers (other than the US Borrower), a revolving loan facility in a
maximum aggregate amount of £100,000,000 (the Revolving Facility) which shall be available for drawing in
euro, Dollars, Sterling or any Optional Currency subject  65


to the utilisation in full of the A Facility.  2.2Novation
of B4 Facility  Subject to the provisions of Clause 37.3 (Assignments or Transfers by Lenders), the Facility Agent may
on not less than 2 Business Days prior notice, require the Company to (and
the Company shall promptly thereafter) transfer by way of novation and in form
satisfactory to the Facility Agent, some or all of its obligations under the B4
Facility to the US Borrower, whereupon such US Borrower shall become
the primary obligor in respect of such obligations as if it had been the
original Borrower thereof.  2.3Purpose  (a)The
A Facility shall be applied towards financing:  (i)the
repayment in full of all amounts due and payable under the Existing Credit
Facilities (including in each case without limitation, by way of principal,
interest, break costs, fees and expenses, commission and any other premiums);
and  (ii)any
fees, costs and expenses due and payable under the Finance Documents and any
other fees, costs and expenses incurred by the Obligors in connection with the
negotiation and preparation of the Finance Documents,  provided that, for the avoidance of doubt, no
portion of the A Facility (or proceeds therefrom) may be used to finance any
part of the purchase price payable for the Merger or any related fees, costs
and expenses incurred therein.  (b)The
B2 Facility, B3 Facility and B4 Facility shall be applied towards the repayment
of the Bridge Facility, through a series of transactions as more particularly
described in the Steps Paper.  (c)The
B5 Facility and B6 Facility shall be applied towards the prepayment of:  (i)the
A Facility Outstandings and the A1 Facility Outstandings; and  (ii)the
B1 Facility Outstandings, B2 Facility Outstandings, B3 Facility Outstandings
and/or B4 Facility Outstandings pro rata, to
the extent any B1 Facility Lenders, B2 Facility Lenders, B3 Facility Lenders or
B4 Facility Lenders have not previously waived their right to receive their pro rata share of such prepayment and have elected to
receive such prepayment pursuant to paragraph (c) of Clause 11.3 (Application of Prepayments),  in each case in accordance with the terms of the
Fourth Amendment Letter and together with any fees, costs and expenses incurred
by the Obligors in connection with the amendments and waivers required to be
made to this Agreement pursuant to the Fourth Amendment Letter.  (d)The
A1 Facility and the B1 Facility shall be applied towards financing or
refinancing:  (i)firstly, the
entire cash consideration payable by Baseball Cash Bidco in respect of the
Baseball Shares to be acquired by the Baseball Bidcos pursuant to the Baseball
Scheme and any payments to holders of options in respect of the Baseball Shares
who exercise or surrender their options in connection with the Baseball Scheme;  66


(ii)secondly,
after payment in full of the amounts specified in sub-paragraph (i) above,
the payment of related fees, costs and expenses (and taxes thereon) due and
payable by or on behalf of the Baseball Bidcos in connection with the Baseball
Scheme including all stamp, registration or similar taxes thereon; and  (iii)thirdly,
after payment in full of the amounts specified in sub-paragraph (ii) above,
the repayment or reimbursement of amounts applied towards the repayment in full
of all amounts due and payable under the Existing Baseball Facilities
(including in each case without limitation, by way of principal, interest,
break costs, fees and expenses, commission and any other premiums) on or after
the Baseball Effective Date.  (e)The C Facility
shall be applied, together with any New High Yield Notes issued pursuant to an
Option B Alternative Bridge Facility Refinancing, for the purpose of
refinancing the Alternative Bridge Facility in full.  (f)The Revolving
Facility shall be applied for the purposes of financing the ongoing working
capital requirements and the general corporate purposes of the Bank Group and
may be utilised by way of Revolving Facility Advances, Documentary Credits or,
subject to the provisions of Clause 6 (Ancillary Facilities),
Ancillary Facilities.  (g)Each Borrower
shall apply all amounts borrowed under this Agreement in or towards
satisfaction of the purposes referred to in paragraphs (a) to (f) (as
applicable) and none of the Finance Parties shall be obliged to concern
themselves with such application.  2.4Several
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.  2.5Several
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.  2.6Alternative
Bridge Facility Refinancing  (a)The Company may,
at any time after the Second Amendment Effective Date elect by prior written
notice to the Facility Agent to refinance the Alternative Bridge Facility (in
whole but not in part) from the proceeds of either an Option A Alternative
Bridge Facility Refinancing or an Option B Alternative Bridge Facility
Refinancing, such notice to specify the proposed date for such refinancing,
being a date falling not less than 3 Business Days after the date of the
notice.  (b)In the event that
the Company elects to proceed with an Option B Alternative Bridge Facility
Refinancing pursuant to paragraph (a) above, one or more persons
intending to become a C Facility Lender for the purposes of this Agreement
shall have delivered to the Facility Agent, a C Facility Lender Deed of
Accession on or prior to  67


the time on which the Utilisation Request is
delivered, whereupon such person shall become a party to this Agreement and
shall be entitled to the rights and be subject to the obligations of a C
Facility Lender as if it had been an original party hereto in that capacity.  2.7No
obligations with respect to C Facility  For the avoidance of doubt, no Lender (other than a
C Facility Lender) shall be obliged to commit or underwrite any amounts in
respect of the C Facility and any commitment or agreement to underwrite any
part of the C Facility by any C Facility Lender from time to time, shall not
oblige any other Lender to enter into any similar commitment or agreement
hereunder.  3.CONDITIONS  3.1Vanilla
Conditions Precedent  (a)The obligations
of the Lenders to make the A Facility and the Revolving Facility available
shall be conditional upon the Facility Agent having confirmed to the Company
that it has received (or has waived in accordance with this Agreement, the
requirement to receive) the documents listed in paragraphs 1 to 9 of Part 1
of  Schedule 4 (Conditions
Precedent to First Utilisation) and that each is satisfactory, in
form and substance, to the Facility Agent, acting reasonably.  The Facility Agent shall notify the Company
and the Lenders promptly upon being so satisfied.  (b)The obligations
of the Lenders to make the B2 Facility,B3 Facility and  B4 Facilityavailable shall
be conditional upon the Facility Agent having confirmed to the Company that it
has received (or has waived in accordance with this Agreement, the requirement
to receive) the documents listed in paragraphs 10 to 12 ofSchedule
4(Conditions Precedent to
First Utilisation) and that each is satisfactory, in form and
substance, to the Facility Agent, acting reasonably. The Facility Agent shall
notify the Company and the Lenders promptly upon being so satisfied.  (c)The obligations
of the Lenders to make the B5 Facilityand B6 Facilityavailable shall be conditional upon the Facility Agent having confirmed to the
Company that it has received (or has waived in accordance with this Agreement,
the requirement to receive) the documents listed in Part 8 ofSchedule
4(Conditions Precedent to B5
Facility and B6 Facility Utilisation) and that each is satisfactory,
in form and substance, to the Facility Agent, acting reasonably. The Facility
Agent shall notify the Company and the Lenders promptly upon being so
satisfied.  (d)The obligations
of the C Facility Lenders to make the CFacilityavailable shall be conditional upon the Facility Agent having confirmed to the
Company that it has received (or has waived in accordance with this Agreement,
the requirement to receive) the documents listed in Part 7 ofSchedule
4(Conditions Precedent to C
Facility Utilisation) and that each is satisfactory, in form and
substance, to the Facility Agent, acting reasonably. The Facility Agent shall
notify the Company and the C Facility Lenders promptly upon being so satisfied.  3.2Baseball
Conditions Precedent  The obligations of the Lenders to make the A1
Facility and the B1 Facility available shall be conditional upon the Facility
Agent having confirmed to Baseball Cash Bidco that it has received (or has
waived in accordance with this Agreement, the requirement to receive) the
documents listed in Part 2 of Schedule 4 (Conditions
Precedent to First Baseball Utilisation)  68


and that each is satisfactory, in form and
substance, to the Facility Agent, acting reasonably.  The Facility Agent shall notify Baseball Cash
Bidco and the Lenders promptly upon being so satisfied.  3.3Vanilla
Conditions Subsequent  The Company shall procure
(and each relevant Obligor shall ensure) that:  (a)immediately after
the first 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)within 30 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;  (c)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 (Vanilla Conditions Subsequent Documents) each in form and
substance satisfactory to the Facility Agent, acting reasonably; and  (d)using its best
endeavours, within 90 days of the Structuring Date, such members of the TCN
Group that are Guarantors at such time, shall take all reasonable action to
produce and deliver all necessary Whitewash Documents to ensure that the extent
of its guarantee provided under Clause 29 (Guarantee
and Indemnity) may be extended to include any sums payable in
respect of the B2 Facility,B3 FacilityandB4 Facilitywithout 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.  3.4Baseball
Conditions Subsequent  The Baseball Cash Bidco shall procure (and the
Company shall ensure) that as soon as reasonably practicable and in any event
within 90 days of the Baseball Effective Date such members of the Baseball
Group as shall be necessary to ensure that the 80% Security Test (after giving
effect to the Baseball Acquisition) is satisfied, shall have acceded to this
Agreement as Acceding Guarantors and provided all necessary documentation
required to be delivered pursuant to the provisions of Clause 26.2 (Acceding Guarantor) and each of the documents listed in Part 6
of Schedule 4 (Baseball Condition Subsequent Documents),
each in form and substance satisfactory to the Facility Agent, acting
reasonably.  The Facility Agent shall
notify the Company and the Lenders promptly upon being so satisfied.  3.5Vanilla
Certain Funds Period  Prior to the end of the
Vanilla 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 27 (Events of Default)
or any other remedy in connection with a Finance Document;  69


(c)invoke
any right or discretion for which provision is made in this Agreement requiring
any prepayment or repayment of any A Facility Advance, any Revolving Facility
Advance or any Documentary Credit; or  (d)refuse
to make available any A Facility Advance for the purposes set out in
paragraph (a) of Clause 2.3 (Purpose),  unless either:  (i)the
conditions precedent to first Utilisation required by Clause 3.1 (Vanilla Conditions Precedent) are not satisfied or waived or
a Borrower fails to deliver a Utilisation Request in respect of such
Utilisation; or  (ii)a Vanilla
Drawstop Default has occurred and is continuing,  provided that any matter contained in this
Clause 3.5 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 Vanilla Certain Funds Period.  3.6Baseball
Certain Funds Period  Prior to the end of the
Baseball Certain Funds Period, no Finance Party may:  (a)have
the right to prevent or limit the making of any drawdown under the A1 Facility
and the B1 Facility, whether by cancellation, rescission or termination of the
A1 Facility and the B1 Facility or otherwise (including by invoking any
conditions precedent other than in accordance with Clause 3.2 (Baseball Conditions Precedent) or by invoking the provisions
of Clause 15.1 (Market Disruption);  (b)make
or enforce any claims that it may have under the Finance Documents if the
effect of such claim or enforcement would prevent or limit the making of any
drawdown under the A1 Facility and the B1 Facility;  (c)exercise
any right of set-off, counterclaim or similar right or remedy if to do so would
prevent or limit the making of any drawdown under the A1 Facility and the B1
Facility; or  (d)cancel
or declare the A1 Facility and/or the B1 Facility due and payable or payable on
demand,  unless either:  (i)the
conditions precedent to first Utilisation required by Clause 3.2 (Baseball Conditions Precedent) are not satisfied or waived
or a Borrower fails to deliver a Utilisation Request in respect of such
Utilisation;  (ii)a
Baseball Drawstop Default has occurred and is continuing; or  (iii)it
is unlawful for such Lender to make any A1 Facility Advance and B1 Facility
Advance,  provided that any matter contained in this
Clause 3.6 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 Baseball Certain Funds Period.  70


4.UTILISATION  4.1Conditions
to Utilisation  Save as otherwise provided in this Agreement, an
Advance will be made by the Lenders to a Borrower or a Documentary Credit will
be issued by an L/C Bank at a Borrowers (other than the US Borrowers) request
if:  (a)in
the case of an Advance, the Facility Agent has received from such Borrower a
duly completed Utilisation Request in the relevant form, and in the case of a
Documentary Credit, both the Facility Agent and the L/C Bank have received from
a Borrower (other than the US Borrower) a duly completed Utilisation Request in
the relevant form, in each case, 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
(or in the case of any Documentary Credit which is not or will not be in the
form of Schedule 12 (Form of
Documentary Credit), no later than 2:00 p.m. on the day which
is 5 Business Days) prior to the proposed Utilisation Date for such Advance or
Documentary Credit, receipt of which shall oblige such 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 currency of the
Advance or Documentary Credit, as the case may be, which is or precedes the
relevant Termination Date;  (c)in
the case of a Utilisation by way of Term Facility Advance, such Utilisation
would result in the maximum principal amount of the Term Facility Advance being
utilised, or in the case of a Utilisation by way of a Revolving Facility
Advance, such Utilisation occurs on or after the maximum principal amount of
the Term Facility being utilised and, the proposed Sterling Amount of such
Revolving Facility Advance is (i) equal to the amount of the Available
Revolving Facility Commitment at such time, or (ii) less than such amount
but equal to a minimum of £5 million, or an integral multiple of £1 million;  (d)in
the case of a Utilisation by way of Documentary Credit, the proposed Sterling
Amount of such Documentary Credit is (i) equal to the amount of the
Available Revolving Facility or (ii) less than such amount but equal to or
more than £1million or such
lesser amount as the L/C Bank may agree;  (e)in
the case of a Utilisation by way of a Revolving Facility Advance, immediately
after the making of such Advance there will be no more than 10 Revolving
Facility Advances then outstanding;  (f)in
the case of a Utilisation by way of a Documentary Credit, the proposed Term of
the Documentary Credit ends on or before the Termination Date in respect of the
Revolving Facility;  (g)in
the case of a Utilisation by way of a Revolving Facility Advance, the proposed
Term of such Advance is a period of 1, 2, 3 or 6 months or such other period of
up to 12 months as all the Lenders having a Revolving Facility Commitment may
agree prior to submission of the relevant Utilisation Request, and ends on or
before the Final Maturity Date in respect of the Revolving Facility provided
that, save as the Bookrunners may otherwise agree, prior to the Syndication
Date, the Term of each Revolving Facility Advance shall be 1 month (or, if
less, such duration as is necessary to ensure that such Term ends on the
Syndication Date);  71


(h)in
the case of a Utilisation by way of an Advance (other than a Rollover Advance),
the interest rate applicable to such Advances first Interest Period or Term
(as the case may be) will not have to be determined under Clause 15 (Market Disruption and Alternative Interest Rates);  (i)in
the case of a Utilisation by way of a Documentary Credit which is  not substantially in the form set out in
Schedule 12 (Form ofDocumentary Credit), the L/C Bank shall have approved the
terms of such Documentary Credit (acting reasonably); and  (j)in
the case of any Utilisation, on the date of the Utilisation Request, the date
of any Conversion Notice and the proposed Utilisation Date:  (i)in
the case of a Rollover Advance or a Documentary Credit which is being renewed
pursuant to Clause 5.2 (Renewal of Documentary
Credits), the Facility Agent shall not have received instructions
from a Revolving Facility Instructing Group requiring the Facility Agent to
refuse such rollover or renewal of a Documentary Credit by reason of an Event
of Default having occurred which is continuing or would result from the
proposed Rollover Advance or the renewal of that Documentary Credit; or  (ii)in
the case of any Utilisation other than that referred to in
sub-paragraph (i):  (A)in
the case of the first Utilisation of any Facility, subject to the provisions of
Clause 3.5 (Vanilla  Certain Funds Period), all representations
set out in Clause 21 (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;  (B)in
the case of any Utilisation under the A1 Facility and B1 Facility, subject to
the provisions of Clause 3.6 (Baseball Certain Funds
Period), the Repeating Representations made by 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;  (C)in
the case of any Utilisation under the B2 Facility, B3 Facility, B4 Facility, B5
Facility and B6 Facility, the Repeating Representations made by 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; or  (D)in
the case of any Utilisation under the C Facility, the Repeating Representations
made by 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.  4.2Lenders
Participations  Each Lender will participate through its Facility
Office in each Advance made pursuant to Clause 4.1 (Conditions
to Utilisation) in its respective Proportion.  72


5.DOCUMENTARY
CREDITS  5.1Issue
of Documentary Credits  (a)Each
L/C Bank shall issue Documentary Credits pursuant to Clause 4.1 (Conditions to Utilisation) by:  (i)completing
the issue date and the proposed Expiry Date of any Documentary Credit to be
issued by it; and  (ii)executing
and delivering such Documentary Credit to the relevant Beneficiary on the
relevant Utilisation Date.  (b)Each Lender
having a Revolving Facility Commitment (an Indemnifying
Lender) will participate by way of indemnity in each Documentary
Credit in an amount equal to its L/C Proportion.  (c)The Facility
Agent shall notify each Indemnifying Lender and the L/C Bank of the details of
any requested Documentary Credit (including the Sterling Amount of it, and, if
such Documentary Credit is not to be denominated in Sterling, the relevant
currency in which it will be denominated and the amount of it) and its
participation in that Documentary Credit.  5.2Renewal
of Documentary Credits  (a)Each Borrower
(other than the US Borrower) may request that a Documentary Credit issued on
its behalf be renewed by delivering to the Facility Agent and the L/C Bank a
Renewal Request which complies with Clause 4.1 (Conditions
to Utilisation).  (b)The
terms of each renewed Documentary Credit shall be the same as those of the
relevant Documentary Credit immediately prior to its renewal, except that (as
stated in the Renewal Request therefor):  (i)its
amount may be less than the amount of such Documentary Credit immediately prior
to its renewal; and  (ii)its
Term shall start on the date which was the Expiry Date of that Documentary
Credit immediately prior to its renewal, and shall end on the proposed Expiry
Date specified in the Renewal Request.  (c)If
the conditions set out in this Clause 5.2 have been met, the L/C Bank
shall amend and re-issue the relevant Documentary Credit pursuant to a Renewal
Request.  5.3Revaluation
of Documentary Credits  (a)If any
Documentary Credit is denominated in a currency other than Sterling and has a
Term of more than 6 months, the Facility Agent shall on each Quarter Date
falling on 31 March and 30 September recalculate the Sterling
Amount of that Documentary Credit by notionally converting into the relevant
currency, the outstanding amount of that Documentary Credit on the basis of the
Facility Agents Spot Rate of Exchange on the date of calculation.  (b)The
relevant  Borrower shall, if requested by
the Facility Agent within 2 days of any calculation under paragraph (a) above,
ensure that within 3 Business Days sufficient Revolving Facility Outstandings
are repaid (subject to Break Costs, if applicable, but  73


otherwise without penalty or premium which might
otherwise be payable) to prevent the Sterling Amount of the Revolving Facility
Outstandings exceeding the aggregate amount of all of the Revolving Facility
Commitments adjusted to reflect any cancellations or reductions, following any
adjustment under paragraph (a) above.  5.4Immediately
Payable  If a Documentary Credit or any amount outstanding
under a Documentary Credit is expressed to be immediately payable, the relevant
UK Borrower shall repay that amount immediately.  5.5Claims
under a Documentary Credit  (a)Each
relevant Borrower irrevocably and unconditionally authorises the L/C Bank to
pay any claim made or purporting to be made under a Documentary Credit
requested by it and which appears on its face to be in order (a claim).  (b)Each
relevant Borrower shall within 3 Business Days of a demand pay to the Facility
Agent for the L/C Bank an amount equal to the amount of any claim.  (c)Each
relevant Borrower acknowledges that the L/C Bank:  (i)is
not obliged to carry out any investigation or seek any confirmation from any
other person before paying a claim; and  (ii)deals
in documents only and will not be concerned with the legality of a claim or any
underlying transaction or any available set-off, counterclaim or other defence
of any person.  (d)The
obligations of each relevant Borrower under this Clause 5.5 will not be
affected by:  (i)the
sufficiency, accuracy or genuineness of any claim or any other document; or  (ii)any
incapacity of, or limitation on the powers of, any person signing a claim or
other document.  (e)Without
prejudice to any other matter contained in this Clause 5.5, the L/C Bank
shall notify the relevant Borrowers as soon as reasonably practicable after
receiving a claim.  5.6Documentary
Credit Indemnities  (a)The
relevant Borrower shall within 3 Business Days of demand indemnify the L/C Bank
against any cost, loss or liability incurred by the L/C Bank (otherwise than by
reason of the L/C Banks gross negligence or wilful misconduct) in acting as
the L/C Bank under any Documentary Credit requested by such Borrower provided
that this indemnity shall not take effect until the Merger Closing Date.  (b)Each
Indemnifying Lender shall (according to its L/C Proportion) promptly on demand
indemnify the L/C Bank against any cost, loss or liability incurred by the L/C
Bank (otherwise than by reason of the L/C Banks gross negligence or wilful
misconduct) in acting as the L/C Bank under any Documentary Credit (except to
the extent that the L/C Bank has been reimbursed by an Obligor pursuant to a
Finance Document).  74


(c)If
any Indemnifying Lender is not permitted (by its constitutional documents or
any applicable Law) to comply with paragraph (b) above, then that
Indemnifying Lender will not be obliged to comply with paragraph (b) and
shall instead be deemed to have taken, on the date the relevant Documentary
Credit is issued (or if later, on the date that Indemnifying Lenders
participation in the Documentary Credit is transferred or assigned to that
Indemnifying Lender in accordance with the terms of this Agreement), an
undivided interest and participation in the Documentary Credit in an amount
equal to its L/C Proportion of that Documentary Credit.  On receipt of demand from the Facility Agent,
that Indemnifying Lender shall pay to the Facility Agent (for the account of
the L/C Bank) an amount equal to its L/C Proportion of the amount demanded
under paragraph (b) above.  (d)The relevant
Borrower shall within 3 Business Days of demand reimburse any Indemnifying
Lender for any payment it makes to the L/C Bank under this Clause 5.6 in
respect of that Documentary Credit unless an Obligor has already reimbursed the
L/C Bank in respect of that payment.  (e)The
obligations of each Indemnifying Lender under this Clause 5.6 are
continuing obligations and will extend to the ultimate balance of sums payable
by that Indemnifying Lender in respect of any Documentary Credit, regardless of
any intermediate payment or discharge in whole or in part.  (f)The
obligations of any Indemnifying Lender under this Clause 5.6 will not be
affected by any act, omission, matter or thing which, but for this
Clause 5.6 would reduce, release or prejudice any of its obligations under
this Clause 5.6 (without limitation and whether or not known to it or any
other person) including:  (i)any
time, waiver or consent granted to, or composition with, any Obligor, any
beneficiary under a Documentary Credit or any other person;  (ii)the
release of any Obligor or any other person under the terms of any composition
or arrangement with any creditor of any member of the Group;  (iii)the
taking, variation, compromise, exchange, renewal or release of, or refusal or
neglect to perfect, take up or enforce, any rights against, or security over
assets of, any Obligor, any beneficiary under a Documentary Credit or any other
person or any non-presentation or non-observance of any formality or other
requirement in respect of any instrument or any failure to realise the full
value of any security;  (iv)any
incapacity or lack of power, authority or legal personality of or dissolution
or change in the members or status of an Obligor, any beneficiary under a
Documentary Credit or any other person;  (v)any
amendment or restatement (however fundamental) or replacement of a Finance
Document, any Documentary Credit or any other document or security;  (vi)any
unenforceability, illegality or invalidity of any obligation of any person
under any Finance Document, any Documentary Credit or any other document or
security; or  (vii)any
insolvency or similar proceedings.  75


5.7Rights
of Contribution  No Obligor will be entitled to any right of
contribution or indemnity from any Finance Party in respect of any payment it
may make under this Clause 5 (Documentary Credits).  5.8Role
of the L/C Bank  (a)Nothing in this
Agreement constitutes the L/C Bank as a trustee or fiduciary of any other
person.  (b)The
L/C Bank shall not be bound to account to any Lender for any sum or the profit
element of any sum received by it for its own account.  (c)The L/C Bank may
accept deposits from, lend money to and generally engage in any kind of banking
or other business with any member of the Group.  (d)The
L/C Bank may rely on:  (i)any
representation, notice of 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.  (e)The
L/C Bank may engage, pay for and rely on the advice or services of any lawyers,
accountants, surveyors or other experts.  (f)The
L/C Bank may act in relation to the Finance Documents through its personnel and
agents.  (g)The
L/C Bank is not responsible for:  (i)the
adequacy, accuracy and/or completeness of any information (whether oral or
written) supplied by the L/C Bank, the Facility Agent, the Mandated Lead
Arrangers, an Obligor or any other person given in or in connection with any
Finance Document; or  (ii)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.  5.9Exclusion
of Liability  (a)Without limiting
paragraph (b) below, the L/C Bank will not be liable for any action
taken by it under or in connection with any Finance Document, unless directly
caused by its gross negligence or wilful misconduct.  (b)No
Finance Party (other than the L/C Bank) may take any proceedings against any
officer, employee or agent of the L/C Bank in respect of any claim it might
have against the L/C Bank or in respect of any act or omission of any kind by
that officer, employee or agent in relation to any Finance Document.  76


5.10Credit
Appraisal by the Indemnifying Lenders  Without affecting the responsibility of any Obligor
for information supplied by it or on its behalf in connection with any Finance
Document, each Indemnifying Lender confirms to the L/C Bank that it has been,
and will continue to be, solely responsible for making its own independent
appraisal and investigation of the risks arising under or in connection with
any Finance Document, including but not limited to, those listed in
paragraphs (a) to (d) of Clause 30.16 (Credit
Appraisal by the Lenders).  5.11Appointment
and Change of L/C Bank  (a)The
Company, with the prior written consent of the relevant Lender, may designate
any Lender with a Revolving Facility Commitment as an L/C Bank or as a
replacement therefor, but not with respect to Documentary Credits already
issued by any other L/C Bank.  (b)Any
Lender so designated shall become an L/C Bank under this Agreement by
delivering to the Facility Agent an executed L/C Bank Accession Certificate.  (c)An
L/C Bank may resign as issuer of further Documentary Credits at any time if (i) the
Company and an Instructing Group consent to such resignation or so require; (ii) there
is, in the reasonable opinion of the L/C Bank, an actual or potential conflict
of interest in it continuing to act as L/C Bank; or (iii) its Revolving
Facility Commitment is reduced to zero, provided that the L/C Bank shall not
resign until a replacement L/C Bank is appointed.  6.ANCILLARY
FACILITIES  6.1Utilisation
of Ancillary Facilities  (a)Each
Borrower (other than the US Borrower), may subject to paragraph (b) below,
at any time at least 35 days prior to the Termination Date in respect of the
Revolving Facility by delivery of a notice (a Conversion Notice) to the Facility Agent, request an
Ancillary Facility to be established by the conversion of any Lenders
Available Revolving Facility Commitment (or any part of it) into an Ancillary
Facility Commitment with effect from the date (in this Clause 6, the Effective Date) specified in the
Conversion Notice (being a date not less than 3 Business Days after the
date such Conversion Notice is received by the Facility Agent).  (b)Each
Conversion Notice shall specify:  (i)the
nominated Ancillary Facility Lender;  (ii)the
type of Ancillary Facility and the currency or currencies in which the relevant
Borrower wishes such Ancillary Facility to be available;  (iii)the
proposed Sterling Amount of the original Ancillary Facility Commitment, being
an amount equal to (i) the Available Revolving Facility Commitment of the
nominated Ancillary Facility Lender or, if less, (ii) equal to or more
than £5 million;  (iv)the
commencement and expiry date for the relevant Ancillary Facility (such expiry
date not to extend beyond the Final Maturity Date in respect of the Revolving
Facility);  77


(v)if
the Ancillary Facility is an overdraft facility comprising more than one
account its maximum gross amount (that amount being the Designated Gross Amount and its maximum
net amount (that amount being the Designated
Net Amount;  (vi)such
other details as to the nature, amount, fees for and operation of the proposed
Ancillary Facility as the Facility Agent and the nominated Ancillary Facility
Lender may reasonably require.  (c)The
Facility Agent shall promptly notify each of the Lenders having a Revolving
Facility Commitment of each Conversion Notice received pursuant to
paragraph (a) above.  (d)Any
Lender nominated as an Ancillary Facility Lender which has notified the
Facility Agent of its consent to such nomination shall be authorised to make
the proposed Ancillary Facility available in accordance with the Conversion
Notice (as approved by the Facility Agent) with effect on and from the
Effective Date.  No other Lender shall be
obliged to consent to the nomination of the Ancillary Facility Lender.  (e)Any
material variation from the terms of the Ancillary Facility or any proposed
increase or reduction of the Ancillary Facility Commitment shall be effected on
and subject to the provisions of this Clause 6 mutatis
mutandis as if such Ancillary Facility were newly requested,
provided that the Sterling Amount of the Ancillary Facility Outstandings under
each Ancillary Facility shall at no time exceed the related Ancillary Facility
Commitment.  (f)Each
relevant Borrower may (subject to compliance with the applicable terms of the
relevant Ancillary Facility) at any time by giving written notice to the
Facility Agent and the relevant Ancillary Facility Lender cancel any Ancillary
Facility Commitment pursuant to and in accordance with Clause 10.1 (Voluntary Cancellation), provided that on the date of such
cancellation, that part of such Ancillary Facility Commitment as shall have
been so cancelled shall be converted back into the Revolving Facility
Commitment of the relevant Lender unless the Revolving Facility Commitments are
also cancelled on such date.  (g)The
Ancillary Facility Commitment of any Ancillary Facility Lender shall terminate
and be cancelled on the date agreed therefor between the relevant Ancillary
Facility Lender and the relevant Borrower, provided such date shall be no later
than the Termination Date in respect of the Revolving Facility (the Ancillary Facility Termination Date).  Any Ancillary Facility Outstandings on the
applicable Ancillary Facility Termination Date shall be repaid in full by the
relevant Borrower on such date.  (h)The
Revolving Facility Commitment of each Lender at any time shall be reduced by
the amount of any Ancillary Facility Commitment of such Lender at such time but
shall, subject to any other provisions of this Agreement, automatically be
increased by the amount of any portion of its Ancillary Facility Commitment
which ceases to be made available to the relevant Borrowers for any reason
(other than as a result of Utilisation of it) in accordance with the terms of
such Ancillary Facility or is cancelled pursuant to paragraphs (f) or
(g) above.  6.2Operation
of Ancillary Facilities  (a)Subject
to paragraph (b) below, the terms governing the operation of any
Ancillary Facility (including the rate of interest (including default
interest), fees, commission  78


and other remuneration in respect of such Ancillary Facility) shall be
those determined by agreement between the Ancillary Facility Lender and the
relevant Borrower, provided that such terms shall be based upon the normal
commercial terms and market rates of the relevant Ancillary Facility Lender.  (b)In
the case of any inconsistency or conflict between the terms of any Ancillary
Facility, the applicable Ancillary Facility Documents and this Agreement, the
terms and provisions of the applicable Ancillary Facility Document shall
prevail unless the contrary intention is expressly provided for in this
Agreement.  (c)Each
relevant Borrower and Ancillary Facility Lender will promptly upon request by
the Facility Agent, supply the Facility Agent with such information relating to
the operation of each Ancillary Facility (including without limitation details
of the Ancillary Facility Outstandings and the Sterling Amount thereof) as the
Facility Agent may from time to time reasonably request (and each relevant
Borrower consents to such documents and information being provided to the
Facility Agent and the other Lenders).  6.3Ancillary
Facility Default  (a)If a
default occurs under any Ancillary Facility, no Ancillary Facility Lender may
demand repayment of any monies or demand cash cover for any Ancillary Facility
Outstandings, or take any analogous action in respect of any Ancillary
Facility, until the Acceleration Date.  (b)If
an Acceleration Date occurs, the claims of each Lender with a Revolving
Facility Commitment and each Ancillary Facility Lender in respect of amounts
outstanding to them under the Revolving Facility and Ancillary Facilities
respectively shall be adjusted in accordance with this Clause 6.3 by
making all necessary transfers of such portions of such claims such that
following such transfers the Revolving Facility Outstandings and Ancillary
Facility Outstandings (together with the rights to receive interest, fees and
charges in relation thereto) of (i) each Lender with a Revolving Facility
Commitment and (ii) each Ancillary Facility Lender, in each case as at the
Acceleration Date shall be an amount corresponding pro rata
to the proportion that the sum of such Lenders Revolving Facility Commitment
and/or (as the case may be) Ancillary Facility Commitment bears to the sum of
all of the Revolving Facility Commitments and the Ancillary Commitments, each
as at the Acceleration Date.  (c)No
later than the third Business Day following the Acceleration Date each of the
Ancillary Facility Lenders shall notify the Facility Agent in writing of the
Sterling Amount of its Ancillary Facility Outstandings as at the close of
business on the Acceleration Date, such amount to take account of any clearing
of debits which were entered into the clearing system of such Ancillary
Facility Lenders prior to the Acceleration Date and any amounts credited to the
relevant accounts prior to close of business on the Acceleration Date.  (d)On
receipt of the information referred to in paragraph (c) above, the
Facility Agent will promptly determine what adjustment payments (if any) are
necessary as between the Lenders participating in the Revolving Facility and
each Ancillary Facility Lender in order to ensure that, following such
adjustment payments, the requirements of paragraph (b) above are
complied with.  (e)The
Facility Agent will notify all the Lenders as soon as practicable of its
determinations pursuant to paragraph (d) above, giving details of the
adjustment payments required to be made. 
Such adjustment payments shall be payable by the  79


relevant Lenders and shall be made to the Facility Agent within 3
Business Days following receipt of such notification from the Facility
Agent.  The Facility Agent shall
distribute the adjustment payments received, among the Ancillary Facility
Lenders and the Lenders participating in the Revolving Facility in order to
satisfy the requirements of paragraph (b) above.  (f)If
at any time following the Acceleration Date, the amount of Revolving Facility
Outstandings of any Lender or Ancillary Facility Outstandings of any Ancillary
Facility Lender used in the Facility Agents calculation of the adjustments
required under paragraph (d) above should vary for any reason (other
than as a result of currency exchange fluctuation or other reason which affects
all relevant Lenders equally), further adjustment payments shall be made on the
same basis (mutatis mutandis) provided for in this
Clause 6.3.  (g)In
respect of any amount paid by any Lender (a Paying
Lender) pursuant to either of paragraphs (e) or (f) above,
as between a relevant Borrower and the Paying Lender, the amount so paid shall
be immediately due and payable by such relevant Borrower to the Paying Lender
and the payment obligations of such relevant Borrower to the Lender(s) which
received such payment shall be treated as correspondingly reduced by the amount
of such payment.  (h)Each
Lender shall promptly supply to the Facility Agent such information as the
Facility Agent may from time to time request for the purpose of giving effect
to this Clause 6.3.  (i)If
an Ancillary Facility Lender has the benefit of any Encumbrance securing any of
its Ancillary Facilities, the realisations from such security when enforced
will be treated as an amount recovered by such Ancillary Facility Lender in its
capacity as a Lender which is subject to the sharing arrangements in
Clause 35 (Sharing Among the Finance Parties)
to the intent that such realisation should benefit all Lenders pro rata.  7.OPTIONAL
CURRENCIES  7.1Selection
of Currency  Each relevant Borrower under the Revolving Facility
shall select the currency of a Revolving Facility Advance made to it (which
shall be Sterling, Dollars, euro or an Optional Currency) in the Utilisation
Request relating to the relevant Revolving Facility Advance.  7.2Unavailability
of Optional Currency  If before 10.00 a.m. on the Quotation Date for
the relevant Revolving Facility Advance:  (a)a
Lender notifies the Facility Agent that the relevant Optional Currency is not
readily available to it in the amount required; or  (b)a
Lender notifies the Facility Agent that compliance with its obligation to
participate in the Revolving Facility Advance in the proposed Optional Currency
would contravene a Law or regulation applicable to it,  the Facility Agent will promptly give notice to the
relevant Borrower to that effect.  In
this event, any Lender that gives notice pursuant to this Clause 7.2 will
be required to participate in the relevant Revolving Facility Advance in
Sterling (in an amount equal to that Lenders Proportion of the Sterling Amount
of the relevant Revolving Facility Advance or, in respect of a Rollover
Advance, an amount equal to that Lenders Proportion of the Sterling Amount  80


of any amount that the Lenders are actually required
to advance in accordance with Clause 8.2 (Rollover
Advances)), and its participation will be treated as a separate
Advance denominated in Sterling during that Term.  8.REPAYMENT
OF REVOLVING FACILITY OUTSTANDINGS  8.1Repayment
of Revolving Facility Advances  Each relevant Borrower shall (subject to
Clause 8.2 (Rollover Advances)) repay the
full amount of each Revolving Facility Advance drawn by it on its Repayment
Date.  8.2Rollover
Advances  Without prejudice to each relevant Borrowers
obligation to repay the full amount of each Revolving Facility Advance made to
it on the applicable Repayment Date, where, on the same day on which such
relevant Borrower is due to repay a Revolving Facility Advance (a Maturing Advance) such relevant Borrower
has also requested that a Revolving Facility Advance in the same currency as
and in an amount which is equal to or less than the Maturing Advance be made to
it (a Rollover Advance), subject
to the Lenders being obliged to make such Rollover Advance under
Clause 4.1 (Conditions to Utilisation), the
amount to be so repaid and the amount to be so drawn down shall be netted off
against each other so that the amount which such relevant Borrower is actually
required to repay on the applicable Repayment Date shall be the net amount
remaining after such netting off.  8.3Cash
Collateralisation of Documentary Credits  A relevant Borrower may give the Facility Agent not
less than 5 Business Days prior written notice of its intention to repay all
or any portion of a Documentary Credit requested by it and, having given such
notice, shall procure that the relevant Outstanding L/C Amount in respect of
such Documentary Credit is reduced in accordance with such notice by providing
cash cover therefor in accordance with Clause 1.8 (Documentary
Credits) (in each case,) or by reducing the Outstanding L/C Amount
of such Documentary Credit or by cancelling such Documentary Credit and
returning the original to the L/C Bank or the Facility Agent on behalf of the
Lenders.  8.4Final
Repayment  The Company shall procure that all amounts
outstanding under the Revolving Facility shall be repaid in full on its Final
Maturity Date.  9.REPAYMENT
OF TERM FACILITY OUTSTANDINGS  9.1Repayment
of A Facility Outstandings and A1 Facility Outstandings  The relevant Borrowers shall make such repayments as
may be necessary to ensure that on each of the dates set out in the table below
(each a Repayment Date) the
aggregate Sterling Amount of the A Facility Outstandings and A1 Facility Outstandings
(as at the close of business in London on the Merger Closing Date or the
Baseball Effective Date, as applicable) is reduced by an amount equal to the
amount set out in the table below (each, an A Facility
Repayment Instalment or an A1 Facility Repayment Instalment (as applicable)).  81


Amount RepayableRepayment Date
  
  A Facility
  
  A1 Facility30 September 2007
  
  £225 million
  
  £12 million31 March 2008
  
  £225 million
  
  £12 million30 September 2008
  
  £225 million
  
  £12 million31 March 2009
  
  £250 million
  
  £15 million30 September 2009
  
  £450 million
  
  £25 million31 March 2010
  
  £500 million
  
  £27 million30 September 2010
  
  £550 million
  
  £30 millionFinal Maturity Date
  
  £925 million
  
  £42 millionor such other
  amounts outstanding in respect of the A Facility on the Final Maturity Date.
  
  or such other
  amounts outstanding in respect of the A1 Facility on the Final Maturity Date.  9.2No
Reborrowing of A Facility Advances or A1 Facility Advances  No Borrower may reborrow any part of any A Facility
Advance or the A1 Facility Advance which is repaid.  9.3Repayment
of B1 Facility Outstandings, B2 Facility Outstandings, B3 Facility
Outstandings, B4 Facility Outstandings, B5 Facility Outstandings, B6 Facility
Outstandings and C Facility Outstandings  The relevant Borrower shall repay the aggregate
outstanding principal amount of the B1 Facility Advances, the B2 Facility
Advances, the B3 Facility Advances, the B4 Facility Advances, the B5 Facility
Advances, the B6 Facility Advances and the C Facility Advances in full in one
instalment on the applicable Final Maturity Date.  10.CANCELLATION  10.1Voluntary
Cancellation  The Company 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 or, with
respect to the A1 Facility or the B1 Facility, a Baseball Instructing Group)
cancel any Available Facility in whole or any part (but if in part, in an
amount that reduces the Sterling Amount of such Facility by a minimum amount of
£5,000,000 and an integral multiple of £1,000,000) and any such cancellation
shall (subject to the provisions of Clause 6.1(g) (Utilisation of Ancillary Facilities), reduce the relevant
Available Commitments of the Lenders rateably.  10.2Notice
of Cancellation  Any notice of cancellation given by the Company pursuant
to Clause 10.1 (Voluntary Cancellation)
shall be irrevocable and shall specify the date upon which such cancellation is
to be made and the amount of such cancellation.  82


10.3Cancellation
of Available Commitments  (a)On
each Termination Date any Available Commitments in respect of the Facility to
which such Termination Date relates shall automatically be cancelled and the
Commitment of each Lender in relation to such Facility shall automatically be reduced
to zero.  (b)No
Available Commitments which have been cancelled hereunder may thereafter be
reinstated.  11.VOLUNTARY
PREPAYMENT  11.1Voluntary
Prepayment  (a)Any
Borrower may, by giving to the Facility Agent not less than 5 Business Days
prior written notice to that effect (unless an Instructing Group, or in the
case of an A1 Facility Advance or a B1 Facility Advance, a Baseball Instructing
Group, has given its prior consent to a shorter period):  (i)repay
the A Facility Advance or A1 Facility Advance (as applicable) drawn by it in
whole or in part (but if in part, in an amount that reduces the Sterling Amount
of the A Facility Advance or A1 Facility Advance (as applicable) by a minimum
amount of £5,000,000 and an integral multiple of £1,000,000) together with
accrued interest on the amount repaid without premium or penalty but subject to
the payment of any Break Costs (if applicable); and  (ii)repay
the B1 Facility Advance, the B2 Facility Advance, the B3 Facility Advance, the
B4 Facility Advance, the B5 Facility Advance and the B6 Facility Advance drawn
by it in whole or in part (but if in part, in an amount that reduces the
Sterling Amount of the B1 Facility Advance, the B2 Facility Advance, the B3
Facility Advance, the B4 Facility Advance, the B5 Facility Advance and the B6
Facility Advance by a minimum amount of £5,000,000 and an integral multiple of
£1,000,000), together with accrued interest on the amount repaid without
premium or penalty but subject to the payment of any Break Costs (if applicable)
and subject to a 1.00% prepayment premium payable on the principal amount being
repaid during the first 18 months from the Merger Closing Date (or the
Structuring Date, whichever is later).  (b)Without
prejudice to the provisions of paragraph (a) above, the Company may
at its option, at any time on or prior to 31 December 2006, refinance the
whole (but not part only) of any A1 Facility Outstandings and B1 Facility
Outstandings from the proceeds of a Stand Alone Baseball Financing.  (c)(i)The Company may
by giving the Facility Agent not less than 5 Business Days prior written
notice to that effect, prepay the whole or any part of the C Facility Advance
(but if in part, in an amount that reduces the Sterling Amount of the C
Facility Advance by a minimum amount of £5,000,000 and an integral multiple of
£1,000,000), together with accrued interest on the amount repaid and the
applicable Prepayment Premium.  (ii)If
the Company prepays the whole or any part of the C Facility Advance, the
Company shall pay to the Facility Agent for the account of the C Facility
Lenders the applicable Prepayment Premium (if any).  83


Prepayment Premium
means, in relation to any portion of the C Facility Advance which is prepaid:  (A)at
any time on or prior to the second anniversary of the Utilisation Date in
respect of the C Facility (the Designated
Anniversary), an amount equal to the greater of (a) 1.0% of
the aggregate principal amount of such C Facility Advance at such time and (b) the
excess (to the extent positive) of (i) the present value at such time of (A) an
amount equal to 102% of the aggregate principal amount of such C Facility
Advance plus (B) any interest payments which would accrue on such C
Facility Advance from such time up to and including the Designated Anniversary
(including accrued and unpaid interest) computed using a discount rate equal to
the Gilt Rate (in relation to C Facility Advances denominated in Sterling) or
the Treasury Rate (in relation to C Facility Advances denominated in Dollars)
in each case plus 50 basis points over (ii) the aggregate principal amount
of such C Facility Advance; or  (B)at
any time after the Designated Anniversary, an amount equal to the percentage
set out in the table below opposite the applicable period during which the
relevant prepayment is made and calculated on the principal amount of the C
Facility Advance so prepaid.  Period
  
  PercentageFirst 12 months after the Designated
  Anniversary
  
  2
  %12 months plus one day to 24 months after
  the Designated Anniversary
  
  1
  %24 months plus one day and at all times
  thereafter
  
  0
  %  11.2Right
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 17.1 (Tax Gross-up)
or a Lender claims indemnification from a Borrower under the provisions of
Clause 17.3 (Tax Indemnity) or Clause 18.1
(Increased Costs) that 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, such Borrower
shall procure that, on the last day of each of the then current Interest Periods
or Terms (as the case may be) such Lenders portion of each Advance to which
each such Interest Period or Term relates is repaid and if the relevant Lender
is also an L/C Bank, such Borrower shall procure that the relevant Outstanding
L/C Amount(s) are reduced to zero and if the relevant Lender is also an
Ancillary Facility Lender, such Borrower shall repay the relevant Ancillary
Facility Outstandings in full.  11.3Application
of Repayments  (a)To
the extent applicable, any repayment made pursuant to Clauses 11.1 (Voluntary Prepayment), 12.2 (Repayment from Net Proceeds), 12.4 (Repayment from Excess Cash Flow), 12.5(Repayment from Debt Proceeds) and 12.6 (Repayment from Equity Proceeds), shall be
applied at the end of the Interest Period or Term current at the time of
receipt of such proceeds subject to paragraph (c) below, firstly, in
repayment of the Term Facility Outstandings (other than the C Facility
Outstandings) pro rata to the aggregate amount
of A Facility Outstandings, A1 Facility Outstandings, B1 Facility Outstandings,
B2 Facility Outstandings, B3 Facility Outstandings, B4 Facility Outstandings,
B5 Facility Outstandings and B6 Facility Outstandings on the date of such
repayment until all A Facility Outstandings, all A1 Facility Outstandings,  84


all B1 Facility Outstandings, all B2 Facility Outstandings, all B3
Facility Outstandings, all B4 Facility Outstandings, all B5 Facility
Outstandings and all B6 Facility Outstandings have been repaid in full,
secondly, in repayment of the C Facility Outstandings and, thirdly, in
repayment of Revolving Facility Outstandings on the date of such repayment.  (b)Any
repayment of A Facility Outstandings or the A1 Facility Outstandings (as
applicable) made pursuant to paragraph (a) shall either:  (i)reduce
each of the remaining Repayment Instalments for the A Facility or the A1
Facility (as applicable) on a pro rata basis;
or  (ii)at
the election of the Company made on or prior to the date upon which such
repayment of the A Facility Outstandings or the A1 Facility Outstandings is
made pursuant to paragraph (a) above, repay the immediately
succeeding four Repayment Instalments for the A Facility and/or the A1 Facility
in chronological order of maturity, and thereafter in respect of any excess, reduce
each of the remaining Repayment Instalments for the A Facility or the A1
Facility on a pro rata basis.  (c)Without
prejudice to the provisions of paragraph (a) above, any Lender under
the B1 Facility (a B1 Facility Lender),
the B2 Facility (a B2 Facility Lender),
the B3 Facility (a B3 Facility Lender),
the B4 Facility (a B4 Facility Lender),
the B5 Facility (a B5 Facility Lender)
or the B6 Facility (a B6 Facility Lender),
may at its sole discretion during the first 18 months from the Merger Closing
Date (or the Structuring Date, whichever is later) (other than in the case of a
prepayment in full of the B1 Facility, the B2 Facility, the B3 Facility, the B4
Facility, the B5 Facility or the B6 Facility), following such Lenders receipt
of notice of prepayment, notify the Facility Agent within 3 Business Days after
receipt of such notice that it elects to receive its share of the prepayment of
the B1 Facility Outstandings, the B2 Facility Outstandings, the B3 Facility
Outstandings, the B4 Facility Outstandings, the B5 Facility Outstandings or the
B6 Facility Outstandings, as applicable, to be made pursuant to
paragraph (a), at the time such prepayment is to be made.  In the event such notification is not made,
the amount which would have been applied in prepaying such B1 Facility Lender,
B2 Facility Lender, B3 Facility Lender, B4 Facility Lender, B5 Facility Lender
or B6 Facility Lender, as applicable, shall instead be applied in prepayment to
the Lenders of the A Facility, the A1 Facility and any accepting B1 Facility
Lenders, any accepting B2 Facility Lenders, any accepting B3 Facility Lenders,
any accepting B4 Facility Lenders, any accepting B5 Facility Lenders or any
accepting B6 Facility Lenders, as applicable, on a pro rata
basis.  (d)Without
prejudice to the provisions of paragraph (a) above, any C Facility
Lender may at its sole discretion at any prior to the fourth anniversary of the
Utilisation Date in respect of the C Facility Advance (other than in the case
of a prepayment in full of the C Facility) notify the Facility Agent at least 3
Business Days in advance that it does not wish to receive its share of the
prepayment of the C Facility Outstandings to be made pursuant to
paragraph (a), at the time such prepayment is to be made.  In the event of such notification, the amount
which would have been applied in prepaying such C Facility Lender shall instead
be applied in prepayment of any non-declining C Facility Lenders on a pro rata basis, and thereafter, in prepayment of the
Revolving Facility Outstandings in accordance with paragraph (e) below.  (e)Any
repayment of any Revolving Facility Outstandings under this Agreement shall be
applied first against Revolving Facility Advances and when all Revolving
Facility Advances have been repaid in full, to provide cash collateral in
respect of any  85


Outstanding L/C Amounts.  11.4Release
from Obligation to make Advances  A Lender for whose account a repayment is to be made
under Clause 11.2 (Right of Prepayment and
Cancellation in relation to a single Lender)shall
not be obliged to participate in the making of Advances (including Revolving
Facility Advances) or in the issue or counter-guarantee in respect of
Documentary Credits or in the provision of Ancillary Facilities on or after the
date upon which the Facility Agent receives the relevant notice of intention to
repay such Lenders share of the Outstandings, on which date all of such Lenders
Available Commitments shall be cancelled and all of its Commitments shall be
reduced to zero.  11.5Notice
of Repayment  Any notice of repayment given by a Borrower pursuant
to Clauses 11.1 (Voluntary Prepayment)
or 11.2 (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 that Borrower to make such repayment on such date.  11.6Restrictions
on Repayment  No Borrower may repay all or any part of any
Advance  (including, at any time, a
Revolving Facility Advance) except at the times and in the manner expressly
provided for in this Agreement.  11.7Cancellation
upon Repayment  No amount repaid under this Agreement may
subsequently be reborrowed other than any amount of a Revolving Facility
Advance repaid in accordance with Clause 8.1 (Repayment of
Revolving Facility Advances) or any Documentary Credit repaid in
accordance with this Agreement on or prior to the Final Maturity Date in
respect of the Revolving Facility and upon any repayment (other than in respect
of a Revolving Facility Advance, as aforesaid) the availability of the relevant
Facility shall be reduced by an amount corresponding to the amount of such
repayment and the Available Commitment of each Lender in relation to that
Facility shall be cancelled in an amount equal to such Lenders Proportion of
the amount repaid.  For the avoidance of
doubt, unless expressly agreed to the contrary in the relevant Ancillary
Facility Documents, this Clause 11.7 shall not apply to any Ancillary
Facility.  12.MANDATORY
PREPAYMENT AND CANCELLATION  12.1Change
of Control  If a Change of Control occurs, all of the Available
Commitments shall immediately be cancelled, the Commitments of each Lender in
respect of each Facility shall be reduced to zero and the Company shall procure
that the Outstandings are immediately repaid in full together with unpaid
interest accrued thereon and together with the applicable Prepayment Premum (if
any, and in respect of the C Facility only) and all other amounts payable
pursuant to Clause 31 (Borrowers Indemnities)
and any other provision of this Agreement.  12.2Repayment
from Net Proceeds  (a)The
Company shall procure that, subject to paragraph (b) below or unless
the Facility Agent (acting on the instructions of an Instructing Group)
otherwise agrees, an  86


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 £35 million (or its equivalent in other
currencies) in any financial year of the Company; or  (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,  is applied in or towards repayment of the
Outstandings in accordance with Clause 11.3 (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 25.6 (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 applied as follows:  (A)the
first £200 million shall be retained by the Bank Group and, provided that no
Event of Default has occurred or would arise as a result of such payment, may
be applied towards the making of Permitted Payments;  (B)a
percentage of the remainder shall be applied in mandatory prepayment of the
Term Facilities, such percentage being determined in accordance with the
Leverage Ratio as at the time of such Disposal, in accordance with the
following table:  Leverage Ratio
  
  PercentageGreater than 4.0:1
  
  50
  %Greater than 3.0:1 but less than or equal
  to 4.0:1
  
  25
  %Less than or equal to 3.0 : 1
  
  0
  %  87


(C)any
Net Proceeds which are not distributed in accordance with (A) above or
required to be applied in mandatory prepayment in accordance with (B) above,
shall be 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, subject to Clause 12.3 (Blocked Accounts),
be applied in or towards repayment of Outstandings in accordance with
Clause 11.3 (Application of Repayments).  12.3Blocked
Accounts  (a)In
relation to any amount in excess of £30 million of Net Proceeds referred to in
paragraphs (b)(i) and (b)(iii) of Clause 12.2 (Repayment from Net Proceeds), and any amount of Equity Proceeds contributed to the Bank Group
under sub-paragraph (b)(ii) of Clause 12.6 (Repayment
from Equity Proceeds) pending the acquisition, reinvestment,
replacement, reinstatement or repair or application towards any capital
expenditure, acquisition or investment as contemplated by such provisions, all
such amounts shall be deposited in a Blocked Account.  (b)At
the election of the relevant Borrower, any amounts required to be prepaid under
Clause 12.2 (Repayment from Net Proceeds),
Clause 12.4 (Repayment from Excess Cash Flow),
Clause 12.5 (Repayment from Debt Proceeds) or
Clause 12.6 (Repayment from Equity Proceeds)
may be deposited into a Blocked Account upon receipt thereof and applied by the
Facility Agent in repayment of the Outstandings in accordance with
Clause 11.3 (Application of Repayments), at
the end of the then applicable Interest Period.  (c)While
there are any Outstandings or any of the Commitments are available for drawing,
no amount shall be withdrawn from any Blocked Account by any member of the
Group or the Facility Agent except for:  (i)amounts
to be applied (and which are then applied) in accordance with paragraph (a) above;  (ii)amounts
to be applied (and which are then applied) in accordance with paragraph (b) above;
or  (iii)following
the Acceleration Date, applications by the Facility Agent of the whole or any
part of the sums standing to the credit of a Blocked Account in or towards
payment of any sums due and unpaid at any time from any Obligor under any
Finance Document.  12.4Repayment
from Excess Cash Flow  (a)The
Company shall ensure that, to the extent Excess Cash Flow exceeds £25 million
in any financial year (from and including the financial year ended 31 December 2006)
of the Company, subject to paragraphs (b) and (c) below, an
amount equal to:  (i)50%
of Excess Cash Flow in such financial year of the Company, in the event that
the Compliance Certificate delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial
information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the ratio of  88


Consolidated Net Debt as at the end of such financial year to
Consolidated Operating Cashflow for such financial year is greater than or
equal to 4:1; or  (ii)25%
of Excess Cash Flow in such financial year of the Company, in the event that
the Compliance Certificate delivered pursuant to Clause 22.5 (Compliance Certificates) and the annual financial
information delivered pursuant to Clause 22.1 (Financial Statements) demonstrate that the ratio of
Consolidated Net Debt as at the end of such financial year to Consolidated
Operating Cashflow for such financial year, is less than 4:1 but more than or
equal 3.0:1,  is, subject to paragraph (c) of
Clause 12.3 (Blocked Accounts), applied in
prepayment of Outstandings in accordance with Clause 11.3 (Application of Repayments) within 10 Business Days of the
filing by the Ultimate Parent of its audited financial statements, provided
that any such payment may be deferred by a period of up to 30 days if the
management of the Ultimate Parent, acting reasonably and in good faith, are
able to demonstrate to the satisfaction of the Facility Agent (acting
reasonably) that the cash reserves of the Group would be reduced temporarily by
such payment to below £200 million (for this purpose disregarding any
availability under the Revolving Facility).  (b)Subject
to paragraph (c) below, no repayments shall be required under
paragraph (a) above in the event that the Compliance Certificate most
recently delivered pursuant to Clause 22.5 (Compliance
Certificates) and the annual financial information delivered
pursuant to Clause 22.1 (Financial
Statements) demonstrate that the ratio of Consolidated Net Debt as
at the end of such financial year to Consolidated Operating Cashflow for the
relevant financial year, is less than 3:1.  (c)In
respect of the financial year ended 31 December 2006, the calculation of
any Excess Cash Flow pursuant to paragraphs (a) and (b) above,
shall be calculated by reference to the Excess Cash Flow for the period
commencing on but excluding the Merger Closing Date (or, in the case of Excess
Cash Flow attributable to that part of Bank Group Cash Flow attributable to the
Baseball Group, the Baseball Effective Date) to and including 31 December 2006.  12.5Repayment
from Debt Proceeds  (a)The
Ultimate Parent shall, subject to paragraph (c) of Clause 12.3 (Blocked Accounts) and paragraph (b) below (or to
the Facility Agent (acting on the instructions of an Instructing Group) having
otherwise agreed), procure that 50% of Debt Proceeds raised by any member of the
Group in connection with any single raising of Debt Proceeds which exceeds
£10 million shall be applied in prepayment of Outstandings, in accordance
with Clause 11.3 (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 Bridge Facility Agreement, the
Alternative Bridge Facility Agreement, the Exchange Notes or the New High Yield
Notes, and in the case of the latter up to the aggregate of (A) the
aggregate principal amount outstanding under the Bridge Facility or the
Alternative Bridge Facility (as the case may be), (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;  89


(ii)any
Financial Indebtedness raised in connection with any High Yield Debt
Refinancing;  (iii)any
Financial Indebtedness in respect of any Hedging Agreement entered into by any
member of the Group;  (iv)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;  (v)any
Financial Indebtedness to the extent raised by any member of the Bank Group
which is permitted by Clause 25.4 (Financial Indebtedness);  (vi)Financial
Indebtedness constituting Parent Debt which is incurred in compliance with the
provisions of Clause 25.18 (Parent Debt);  (vii)any
Financial Indebtedness to the extent raised by any member of the Group (other
than a member of the Bank Group) the proceeds of which are contributed to the
Bank Group in accordance with Clause 24.15 (Contributions to the Bank Group);  (viii)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);  (ix)any
net cash proceeds of any debt issuances which are expressly contemplated in the
Steps Paper;  (x)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;  (xi)any
Financial Indebtedness which constitutes Merger Indebtedness;  (xii)any
Financial Indebtedness contemplated by the provisions of the Commitment Letter
and to be incurred following delivery of a Structure Notice;  (xiii)any
Financial Indebtedness raised by any Permitted Joint Venture;  (xiv)any
proceeds of any Stand Alone Baseball Financing; or  (xv)any
proceeds of any Alternative Baseball Financing,  provided that in the case of
sub-paragraph (vii) above, such Debt Proceeds shall within
90 days of receipt thereof, be contributed into the Bank Group and
deposited into a Blocked Account as contemplated by Clause 12.3 (Blocked Accounts) and if not applied
within 90 days after such deposit shall, subject to paragraph (b) of
Clause 12.3 (Blocked Accounts), be applied in
or towards repayment of Outstandings in accordance with Clause 11.3 (Application of Repayments).  90


12.6Repayment
from Equity Proceeds  (a)The
Ultimate Parent shall procure that subject to paragraph (c) of
Clause 12.3 (Blocked Accounts) and
paragraph (b) below, an amount equal to:  (i)50%
of Equity Proceeds, in the event that the Compliance Certificate most recently
delivered pursuant to Clause 22.5 (Compliance Certificates)
and the quarterly financial information delivered pursuant to Clause 22.1
(Financial Statements) for each
Financial Quarter ending on the Quarter Date to which such Compliance
Certificate relates demonstrate that the ratio of Consolidated Net Debt as at
such Quarter Date to Consolidated Operating Cashflow for the Financial Quarter
ending on such Quarter Date, calculated on an annualised basis, is more than
3.5:1;  (ii)25%
of Equity Proceeds, in the event that the Compliance Certificate most recently
delivered pursuant to Clause 22.5 (Compliance Certificates)
and the quarterly financial information delivered pursuant to Clause 22.1
(Financial Statements) for each
Financial Quarter ending on the Quarter Date to which such Compliance
Certificate relates demonstrate that the ratio of Consolidated Net Debt as at
such Quarter Date to Consolidated Operating Cashflow for the Financial Quarter
ending on such Quarter Date calculated on an annualised basis, is 3.5:1 or less
but is more than 3:1; or  (iii)0%
of Equity Proceeds, in the event that the Compliance Certificate most recently
delivered pursuant to Clause 22.5 (Compliance Certificates)
and the quarterly financial information delivered pursuant to Clause 22.1
(Financial Statements) for each
Financial Quarter ending on the Quarter Date to which such Compliance
Certificate relates demonstrate that the ratio of Consolidated Net Debt as at
such Quarter Date to Consolidated Operating Cashflow for the Financial Quarter
ending on such Quarter Date calculated on an annualised basis, is equal to or
less than 3:1,  shall be contributed to a member of the Bank
Group in accordance with Clause 24.15 (Contributions
to the Bank Group) and applied in or towards prepayment of
Outstandings in accordance with Clause 11.3 (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 that any Borrower has made a voluntary prepayment of the
Outstandings in accordance with Clause 11.1 (Voluntary Prepayment) using the proceeds of any Parent Debt
(the Voluntary Prepayment Amount)
and, in the case of the Revolving Facility Outstandings, the aggregate
Revolving Facility Commitments have been permanently cancelled by an amount
equal to the amount of Revolving Facility Outstandings so prepaid and such
Equity Proceeds are applied in prepayment of the Parent Debt so used;  (ii)to
the extent contributed to or invested in the Bank Group in accordance with
Clause 24.15 (Contributions to the Bank
Group) and thereafter applied by the ultimate recipient thereof
towards capital expenditure or the purchase price of  91


any acquisition or investment to the extent permitted by
Clause 25.13 (Acquisitions and
Investments);  (iii)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;  (iv)arising
from the exercise of stock options or any similar securities issued to
directors, officers, employees or consultants of any member of the Group;  (v)in
respect of any equity issuance expressly contemplated in the Steps Paper; or  (vi)in
respect of any New Equity issued by the Ultimate Parent and applied for the
purposes permitted under Clause 23.3 (Equity Cure Right)
or paragraph (o) of Clause 25.13 (Acquisitions
and Investments),  provided that in the case of
sub-paragraph (ii) above, such Equity Proceeds shall immediately
upon their contribution into the Bank Group, be deposited into a Blocked
Account and if not applied in accordance with sub-paragraph (ii), as the
case may be, within 180 days of such receipt, shall, subject to
paragraph (b) of Clause 12.3 (Blocked
Accounts) be applied in or towards repayment of Outstandings in
accordance with Clause 11.3 (Application of Repayments).  12.7Trapped
Cash  If:  (a)moneys
are required to be applied in prepayment or repayment of the Facilities under
this Clause 12 (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
Company 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 Company 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;  (ii)in
the case of any impediment relating to potential material adverse tax
consequences, the Company shall procure that the prepayment obligations under
this Clause 12 (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
Company and the relevant members of the Group will use all reasonable  92


endeavours to overcome any impediments described in
this Clause.  13.INTEREST
ON REVOLVING FACILITY ADVANCES  13.1Interest
Payment Date for Revolving Facility Advances  On (a) each Repayment Date (and, if the Term of
any Revolving Facility Advance exceeds 6 months, on the expiry of each period
of 6 months during such Term) or (b) if Clause 17.2(d) applies,
the relevant Confirmation Date, the relevant Borrowers shall pay accrued
interest on each Revolving Facility Advance made to it.  13.2Interest
Rate for Revolving Facility Advances  The rate of interest applicable to each Revolving
Facility Advance during its Term shall be the rate per annum which is the sum
of the Revolving Facility Margin, the Associated Costs Rate for such Advance at
such time (if applicable) and, in relation to any Revolving Facility Advance
denominated in euro, EURIBOR, or in relation to any Revolving Facility Advance
denominated in any other currency, LIBOR, for the relevant Term.  13.3Margin
Ratchet for Revolving Facility Advances  (a)Subject
to paragraph (c) of this Clause 13.3, if in respect of any
Quarter Date falling not less than 3 months after the Merger Closing Date, the
ratio of Consolidated Net Debt to Consolidated Operating Cashflow computed on
the same basis as the ratio set out in paragraph (a) of
Clause 23.2 (Ratios) is
within the range of ratios set out in column 1 of the table set out below, then
the Revolving Facility Margin shall be reduced or increased to the percentage
rate per annum set out opposite the relevant range in column 2.  Leverage Ratio
  
  MarginLess than 3.00 : 1
  
  1.250
  %Greater than or equal to 3.00 : 1 but less
  than 3.40 : 1
  
  1.375
  %Greater than or equal to 3.40 : 1 but less
  than 3.80 : 1
  
  1.500
  %Greater than or equal to 3.80 : 1 but less
  than 4.20 : 1
  
  1.625
  %Greater than or equal to 4.20 : 1 but less
  than 4.50 : 1
  
  1.750
  %Greater than or equal to 4.50 : 1 but less
  than 4.80 : 1
  
  1.875
  %Greater than or equal to 4.80 : 1 but less
  than 5.00 : 1
  
  2.125
  %Greater than or equal to 5.00
  
  2.250
  %  (b)Any
reduction or increase to the Revolving Facility Margin in accordance with
paragraph (a) above shall take effect in relation to Revolving
Facility Advances with effect from the date of receipt by the Facility Agent in
respect of the relevant Quarter Date of:  (i)the
quarterly financial information required to be delivered in accordance with
Clause 22.1 (Financial Statements); and  (ii)a
Compliance Certificate required to be delivered in accordance with
Clause 22.5 (Compliance Certificates)
evidencing the relevant ratio of Consolidated Net Debt to Consolidated
Operating Cashflow,  93


and shall apply until the date of receipt by
the Facility Agent of the quarterly financial information and Compliance
Certificate in respect of the next succeeding Quarter Date on which the
financial covenants are required to be tested pursuant to Clause 23.2 (Ratios) having regard to the provisions of
paragraph (e) thereof (or if such financial information and
Compliance Certificate are not so delivered, the last day upon which such
financial information and Compliance Certificate should have been so delivered
in accordance with Clause 22.1 (Financial Statements)
and Clause 22.5 (Compliance
Certificates) in respect of such Quarter Date) whereupon the
Revolving Facility Margin shall be recalculated on the basis of such financial
information and Compliance Certificate.  (c)Upon
the occurrence of any Event of Default, the Revolving Facility Margin shall
revert to 2.25% and shall remain at such rate for so long as such Event of
Default is continuing and when such Event of Default ceases to be continuing it
shall revert:  (i)in
the case of an Event of Default set out in paragraph (c) of
Clause 27.2 (Covenants),
upon the date on which the Facility Agent has received a Compliance Certificate
confirming compliance with the financial covenants set out in Clause 23 (Financial Condition); or  (ii)in
the case of any other Event of Default either (A) upon the date on which
the Facility Agent has received a certificate of a duly authorised officer of
the Company certifying that such Event of Default has been remedied, in which
case, immediately upon receipt of such certificate or (B) where the
Lenders have waived such Event of Default in accordance with the terms of this
Agreement, immediately upon the Facility Agent having confirmed to the Company
that such Event of Default has been waived,  in each case, to the
applicable rate provided in paragraph (a) above by reference to:  (x)in
the case of an Event of Default of the type referred to in paragraph (c)(i) above,
the ratio of Consolidated Net Debt to Consolidated Operating Cashflow set out
in the Compliance Certificate referred to therein; or  (y)in
the case of any other Event of Default, the ratio of Consolidated Net Debt to
Consolidated Operating Cashflow set out in the Compliance Certificate most
recently delivered to the Facility Agent prior to the remedy or waiver of such
Event of Default.  14.INTEREST
ON TERM FACILITY ADVANCES  14.1Interest
Periods for Term Facility Advances  The period for which a Term Facility Advance 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.  14.2Duration  The duration of each Interest Period shall, save as
otherwise provided in this Agreement, be 1, 2, 3 or 6 months, or such other
period of up to 12 months as all the Lenders holding Commitments (in the case
of the first Interest Period for a Term Facility Advance, and thereafter,
Outstandings under the relevant Facility may agree) in each case, as the
relevant 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:  94


(a)if
such 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 14, be 3 months;  (b)prior
to the Syndication Date, unless the Facility Agent otherwise agrees, the
duration of each Interest Period shall be 1 month (or, if less, such duration
as may be necessary to ensure that such Interest Period ends on the Syndication
Date); and  (c)any Interest
Period that would otherwise end during the month preceding or extend beyond a
Repayment Date relating to the Term Facility Outstandings shall be of such
duration that it shall end on that Repayment Date if necessary to ensure that
there are Advances under the relevant Term Facility with Interest Periods
ending on the relevant Repayment Date in a sufficient aggregate amount to make
the repayment due on that Repayment Date.  14.3Consolidation
of Term Facility Advances  If 2 or more Interest Periods in respect of Term
Facility Advances denominated in the same currency under the same Term Facility
end at the same time, then on the last day of those Interest Periods, the Term
Facility Advances to which those Interest Periods relate shall be consolidated
into and treated as a single Term Facility Advance.  14.4Division
of Term Facility Advances  Subject to the requirements of Clause 14.2 (Duration), the Company 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 Term Facility Advance borrowed by it 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 Advances in such amounts (equal in aggregate to the Sterling
Amount of the Term Facility Advance being so divided) as shall be specified by
the Company in such notice provided that the Company shall not be entitled to
make such a direction if:  (a)as a
result of so doing, there would be more than 10Advances outstanding under the relevant Term Facility; or  (b)any
Term Facility Advance thereby coming into existence would have a Sterling
Amount of less than £25 million.  14.5Payment
of Interest for Term Facility Advances  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 month (if there is one) or the preceding Business Day (if
there is not)), and if the relevant Interest Period exceeds 6 months, on the
expiry of each 6 month period during that Interest Period, or (b) if
Clause 17.2(d) applies, the relevant Confirmation Date, the relevant
Borrower shall pay accrued interest on the Term Facility Advance to which such
Interest Period relates.  14.6Interest
Rate for Term Facility Advances  The rate of interest applicable to a Term
Facility Advance 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 Advance at such time (if applicable) and, LIBOR, for such
Interest Period.  95


14.7Margin
Ratchet for A Facility Advances and A1 Facility Advances  (a)Subject to
paragraph (c) of this Clause 14.7, if in respect of any Quarter
Date falling not less than 3 months after the Merger Closing Date the ratio of
Consolidated Net Debt to Consolidated Operating Cashflow computed on the same
basis as the ratio set out in paragraph (a) of Clause 23.2 (Ratios) is within the range of ratios set
out in column 1 of the table set out below, then the A Facility Margin and the
A1 Facility Margin shall be reduced or increased to the percentage rate per
annum set out opposite the relevant range in column 2.  Leverage Ratio
  
  MarginLess than 3.00 : 1
  
  1.250
  %Greater than or equal to 3.00 : 1 but less
  than 3.40 : 1
  
  1.375
  %Greater than or equal to 3.40 : 1 but less
  than 3.80 : 1
  
  1.500
  %Greater than or equal to 3.80 : 1 but less
  than 4.20 : 1
  
  1.625
  %Greater than or equal to 4.20 : 1 but less
  than 4.50 : 1
  
  1.750
  %Greater than or equal to 4.50 : 1 but less
  than 4.80 : 1
  
  1.875
  %Greater than or equal to 4.80 : 1 but less
  than 5.00 : 1
  
  2.125
  %Greater than or equal to 5.00
  
  2.250
  %  (b)Any
reduction or increase to the A Facility Margin or A1 Facility Margin in
accordance with paragraph (a) above shall take effect in relation to
A Facility Advances or A1 Facility Advances with effect from the date of
receipt by the Facility Agent in respect of the relevant Quarter Date of:  (i)the
quarterly financial information required to be delivered in accordance with
Clause 22.1 (Financial Statements); and  (ii)a
Compliance Certificate required to be delivered in accordance with
Clause 22.5 (Compliance Certificates)
evidencing the relevant ratio of Consolidated Net Debt to Consolidated
Operating Cashflow,  and shall apply until the date of receipt by
the Facility Agent of the quarterly financial information and Compliance
Certificate in respect of the next succeeding Quarter Date on which the
financial covenants are required to be tested pursuant to Clause 23.2 (Ratios) having regard to the provisions of
paragraph (e) thereof (or if such financial information and
Compliance Certificate are not so delivered, the last day upon which such
financial information and Compliance Certificate should have been so delivered
in accordance with Clause 22.1 (Financial Statements)
Clause 22.5 (Compliance Certificates)
in respect of such Quarter Date) whereupon the A Facility Margin or the A1
Facility Margin, as applicable shall be recalculated on the basis of such
financial information and Compliance Certificate.  (c)Upon
the occurrence of any Event of Default, the A Facility Margin or the A1
Facility Margin shall revert to 2.25% and shall remain at such rate for so long
as the Event of Default is continuing and when such Event of Default ceases to
be continuing it shall revert:  (i)in
the case of an Event of Default set out in paragraph (c) of
Clause 27.2 (Covenants),
upon the date on which the Facility Agent has received a Compliance Certificate
confirming compliance with the financial covenants set out in Clause 23 (Financial Condition); or  96


(ii)in
the case of any other Event of Default either (A) upon the date on which
the Facility Agent has received a certificate of a duly authorised officer of
the Company certifying that such Event of Default has been remedied,
immediately upon receipt of such certificate or (B) where the Lenders have
waived such Event of Default in accordance with the terms of this Agreement,
immediately upon the Facility Agent having confirmed to the Company that such
Event of Default has been waived,  in each case, to the
applicable rate provided in paragraph (a) above by reference to:  (x)in
the case of an Event of Default of the type referred to in paragraph (c)(i) above,
the ratio of Consolidated Net Debt to Consolidated Operating Cashflow set out
in the Compliance Certificate referred to therein; or  (y)in
the case of any other Event of Default, the ratio of Consolidated Net Debt to
Consolidated Operating Cashflow set out in the Compliance Certificate most
recently delivered to the Facility Agent prior to the remedy or waiver of such
Event of Default.  14.8Notification  The Facility Agent shall promptly notify the
relevant Borrowers and the Lenders of each determination of LIBOR, EURIBOR, the
Associated Costs Rate, and any change to the proposed length of a Term or
Interest Period or any interest rate occasioned by the operation of
Clause 15 (Market Disruptions and
Alternative Interest Rates).  15.MARKET
DISRUPTION AND ALTERNATIVE INTEREST RATES  15.1Market
Disruption  If, in relation to any Interest Period or Term:  (a)EURIBOR
or LIBOR, as the case may be, is to be determined by reference to the Reference
Banks and, at or about 11.00 a.m. (Brussels time in the case of EURIBOR or
London time in the case of LIBOR) on the Quotation Date for such Interest
Period or Term, none or only one of the Reference Banks supplies a rate for the
purpose of determining EURIBOR or LIBOR, as the case may be, for the relevant
period; or  (b)before
the close of business in London on the Quotation Date for such Interest Period
or Term, 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 relevant Advance is owed (or,
in the case of an undrawn Advance, if made, would be owed) that the cost to it
of obtaining matching deposits for the relevant Advance in the Relevant
Interbank Market would be in excess of EURIBOR or LIBOR, as the case may be,  then the Facility Agent shall notify the Company and
the Lenders of such event and, notwithstanding anything to the contrary in this
Agreement, Clause 15.2 (Substitute Interest Period
or Term and Interest Rate) shall apply (if the relevant Advance is a
Term Facility Advance which is already outstanding or a Rollover Advance).  If either paragraph (a) or (b) applies
to a proposed Advance other than a Rollover Advance, such Advance shall not be
made.  15.2Substitute
Interest Period or Term and Interest Rate  (a)If
paragraph (a) of Clause 15.1 (Market
Disruption) applies, the duration of the  97


relevant Interest Period or Term shall be 1 month or, if less, such
that it shall end on the Termination Date in respect of the Revolving Facility
(in the case of a Rollover Advance) or the next succeeding Repayment Date (in
the case of a Term Facility Advance).  (b)If either
paragraph of Clause 15.1 (Market Disruption)
applies to an Advance, the rate of interest applicable to each Lenders portion
of such Advance during the relevant Interest Period or Term shall (subject to
any agreement reached pursuant to Clause 15.3 (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 or Term 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 Advance during such Interest Period or
Term; and  (iii)the
Associated Costs Rate, if any, applicable to such Lenders participation in the
relevant Advance.  15.3Alternative
Rate  If Clause 15.1 (Market Disruption) applies and the Facility Agent or the
Company so requires, the Facility Agent and the Company 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 Advances;
and/or  (b)upon
which such Advances may be maintained (whether in Sterling or some other
currency) 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 under each
applicable Facility, acting reasonably.  16.COMMISSIONS
AND FEES  16.1Commitment
Fees  The Borrowers shall pay to the Facility Agent for
the account of each relevant Lender (other than an Ancillary Facility Lender) a
commitment commission on the aggregate amount of such Lenders Available
Revolving Facility Commitment made available by it (other than any Ancillary
Facility) from day to day during the period beginning on the Merger Closing
Date and ending on the Termination Date for the Revolving Facility, such
commitment commission to be calculated at the lower of (a) a rate of 0.75%
per annum of the aggregate undrawn portion of the Revolving Facility and (b) 50%
of the Revolving Facility Margin from the Merger Closing Date, payable in
arrears on the last day of each successive period of 3 months which ends during
such period and on the Termination Date for the Revolving Facility.  98


16.2Arrangement
and Underwriting Fee  (a)The
Company shall pay to the Bookrunners the fees specified in the Senior Fees
Letter at the times and in the amounts specified in such letter.  (b)The
Company shall pay to the Bookrunners, the fees specified in the C Facility Fees
Letter at the times and in the amounts specified in such letter.  16.3Agency
Fee  The Company shall pay to the Facility Agent and the
Security Trustee for their own account the fees specified in the letter dated
on orabout the Original Execution Date from
the Facility Agent to the Company at the times and in the amounts specified in
such letter.  16.4Documentary
Credit Fee  Each Borrower shall, in respect of each Documentary
Credit issued on its behalf pay to the Facility Agent for the account of each
Indemnifying Lender (for distribution in proportion to each Indemnifying Lenders
L/C Proportion of such Documentary Credit) a documentary credit fee in the
currency in which the relevant Documentary Credit is denominated at a rate
equal to the applicable Revolving Facility Margin applied on the Outstanding
L/C Amount in relation to such Documentary Credit.  Such documentary credit fee shall be paid in
arrears on each Quarter Date during the Term of the relevant Documentary Credit
and on the relevant Expiry Date.  Accrued
Documentary Credit fees shall also be payable on the cancelled amount of any
Revolving Facility Commitment attributable to a Documentary Credit which is
repaid in full at the time such cancellation is effective, if the Revolving
Facility Commitment is cancelled in full and a Documentary Credit is repaid in
full.  16.5L/C
Bank Fee  Each relevant Borrower shall pay:  (a)to
the Original L/C Bank a fronting fee in respect of each Documentary Credit
requested by it and issued by the Original L/C Bank in the amount and at the
times agreed in the letter dated on or about the Original Execution Date
between the Original L/C Bank and the Company; and  (b)to
any other L/C Bank a fronting fee in respect of each Documentary Credit
requested by it and issued by that L/C Bank, in the amount and at the times
agreed in any letter entered into between such L/C Bank and such Borrower.  17.TAXES  17.1Tax
Gross-up  (a)Each
payment made by the Parent or 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 Sterling shall be calculated using
the Facility Agents Spot Rate of Exchange on the date such payment is made and
the Parent 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-Sterling currency on any date).  (b)As
soon as it becomes aware that the Parent or an Obligor is or will be required
by  99


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 Parent or the
relevant Obligor shall notify the Facility Agent accordingly.  Similarly, a Lender shall notify the Facility
Agent and the Parent upon becoming so aware in respect of a payment payable to
that Lender.  (c)If a
Tax Deduction is required by Law to be made by the Parent or 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 is made,
the payee receives an amount equal to the amount it would have received had no
Tax Deduction been required.  (d)If a
Tax Deduction is required by Law to be made by the Facility Agent, the US
Paying 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 or the US Paying
Agent performing its obligations as such through an office located outside the
United States) from any payment to any Finance Party which represents an amount
or amounts received from the Parent or an Obligor, either the Parent or that
Obligor, as the case may be, shall, unless paragraph (f) below
applies, pay directly to that Finance Party an amount which, after making the
required 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 had been
required.  (e)If a
Tax Deduction is required by Law to be made by the Facility Agent, the US
Paying Agent or the Security Trustee from any payment to any Finance Party
under paragraph (d) above, the Facility Agent, the US Paying Agent or
the Security Trustee as appropriate shall unless paragraph (g) below
applies, 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, the US Paying Agent or the Security Trustee as appropriate making that
Tax Deduction or other payment shall deliver to the relevant Borrower evidence
that the Tax Deduction or other payment has been made or accounted for to the
relevant tax authority.  (f)Neither
the Parent nor any 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 Advance by that Lender to any UK 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.  (g)Either
the Parent or 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, either the Parent or the relevant Obligor making that
Tax Deduction or other payment shall deliver to the Facility Agent or the US
Paying Agent, as appropriate, for the Finance Party entitled to the interest to
which such Tax Deduction or payment relates, evidence that the Tax Deduction or
other  100


payment has been made or accounted for to the relevant tax authority.  17.2Lender
Tax Status  (a)Each
Lender represents and warrants to the Facility Agent and to each Borrower:  (i)in
the case of an Original Lender, that as at the Original Execution Date, 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 (and in the
case of a C Facility Lender, the date of the C Facility Lender Deed of
Accession), it is:  (A)a UK
Bank Lender;  (B)a UK
Non-Bank Lender and falls within paragraph (a) or (b) of the
definition thereof;  (C)a UK
Treaty Lender; or  (D)a US
Accession Lender,  as the same shall be expressly indicated in
the relevant Transfer Deed or C Facility Lender Deed of Accession, as
applicable.  (b)Each
Lender expressed to be a UK Non-Bank Lender in Part 2 of Schedule 1 (Lender Tax Status) in the Transfer Deed or
in the C Facility Lender Deed of Accession, as applicable, pursuant to which it
becomes a Lender represents and warrants to:  (i)the
Facility Agent and to each UK Borrower, on the Original Execution Date, 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 Company if
and to the extent requested to do so, by the Facility Agent; and  (ii)the
Facility Agent and to each UK 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 17.2(b) is
true in relation to that Lenders participation in each Advance made to such
Borrower, on each date that such UK Borrower makes a payment of interest in
relation to such Advance.  (c)(i)A
Lender that intends to qualify as a UK Treaty Lender and either the Parent or
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 either the Parent or the relevant Obligor to obtain authorisation to make
that payment without a Tax Deduction; provided, however, that nothing in this
Clause 17.2(c)(i) 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  101


calculations).  (ii)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 the US Borrower without a Tax
Deduction for United States federal withholding taxes, shall as soon as
reasonably practicable:  (1)to
the extent able to do so without breaching any legal or regulatory restrictions
or having to disclose any confidential information, deliver to the US Borrower,
with a copy to the Facility Agent, upon the reasonable written request of the
US Borrower, (i) 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 (ii) 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 (i) 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  (2)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 the
US Borrower, 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 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.  (iii)Any
Lender that is a United States person (as such term is defined in Section 7701(a)(30)
of the Code) and that is entitled to payment from the US Borrower, other than a
Lender that has a name that indicates that it is an exempt recipient (as such
term is defined in Section 1.6049-4(c)(1)(ii) of the United States
Treasury Regulations), shall as soon as reasonably practicable:  (1)to the extent able to do so without breaching any
legal or regulatory restrictions or having to disclose any confidential
information, deliver to the US Borrower, with a copy to the Facility Agent,
upon the reasonable written request of the US Borrower, (i) two accurate
and complete originally executed US Internal Revenue Service Forms W-9 (or any
successor); and  (2)to the extent able do so without breaching any legal
or regulatory restrictions or having to disclose any confidential information
at such  102


times, provide to
the US Borrower, with a copy to the Facility Agent, new Forms W-9 (or any
successor), whichever is relevant, upon the expiration or obsolescence of any
previously delivered form.  (d)(i)If, in relation
to any interest payment to a Lender on an Advance made to a UK Borrower:  (A)that
Lender has confirmed to the relevant UK 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 17.2; 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 that Advance, or if the Inland Revenue has
declined, the Lender is disputing that decision in good faith; and  (B)the
relevant UK 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 13.1 (Interest Payment Date for Revolving Facility Advances)
or Clause 14.5 (Payment of Interest for
Term Facility Advances) (as applicable) 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 relevant UK Borrower;  (y)the
date that Lender confirms to the relevant UK 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 Advances made to that UK Borrower) 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 or Term to which the relevant Interest Payment relates
shall not be extended and the start of the immediately succeeding Interest
Period or Term 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 UK Borrowers
of that event, provided that if there is a Change in Tax Law in the United
Kingdom which in the reasonable opinion of such UK Borrowers may result in any  103


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 such UK Borrowers and provide reasonable evidence requested by
such UK Borrowers in order for such UK Borrowers to determine whether such
Lender has ceased to be a Qualifying UK Lender provided, however, that nothing
in this Clause 17.2(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).  (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 Company may reasonably request, provided that in the
event that any Lender fails to comply with the foregoing requirement, any
Borrower shall be permitted:  (i)in
respect of any Lender that has become a Lender prior to the achievement of
Successful Syndication, to withhold and retain an amount in respect of the
applicable withholding tax estimated in good faith by such Borrower to be
required to be withheld in respect of interest payable to such Lender; or  (ii)in
respect of any Lender that intends to become a Lender after the achievement of
Successful Syndication, subject to the provisions of paragraph (a) of
Clause 37.3 (Assignments and Transfers), to
refuse to grant its consent to such transfer.  (g)In
the event that either the Facility Agent or the Company has reason to believe
that any representation given by a Lender in accordance with Clause 17.2 (Lender Tax Status) is incorrect or inaccurate, the Facility
Agent or the Company (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
Company may reasonably require for the purposes of determining whether or not
such representation was indeed incorrect.  (h)If,
following delivery of such documentation and following consultation between the
Facility Agent, the Company and the relevant Lender, the Company concludes
(acting reasonably and in good faith) that there is insufficient evidence to
determine the relevant tax status of such Lender, the relevant Borrower shall
be permitted in respect of such Lender, to withhold and retain an amount in
respect of the applicable withholding tax estimated in good faith by such
Borrower to be required to be withheld in respect of interest payable to such
Lender until such time as that Lender has delivered sufficient evidence of its
tax status to the Facility Agent and the Company.  17.3Tax
Indemnity  (a)Subject
to paragraph (b) of this Clause, the Company shall (within 5 Business
Days of demand by the Facility Agent) pay (or procure that either the Parent or
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;  104


(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 17.1 (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 17.1 (Tax Gross-up);
or  (iii)until
the Merger Closing Date has occurred.  (c)A
Protected Party making, or intending to make, a claim pursuant to
paragraph (a) of this Clause 17.3 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 Company and provide such evidence to it.  (d)A
Protected Party shall, on receiving a payment from either the Parent or an
Obligor under this Clause 17.3, notify the Facility Agent.  (e)In
this Clause 17.3:  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 Company and provide such evidence to it.  (g)A
Protected Party shall, on receiving a payment from an Obligor under this
Clause 17.3, notify the Facility Agent.  105


17.4Tax
Credit  (a)If
either the Parent or 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 Parent 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 Parent or
the relevant Obligor.  (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 17.4 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 Parent or such
Obligor.  (c)No
Finance Party shall be obliged to make any payment under this Clause 17.4
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).  18.INCREASED
COSTS  18.1Increased
Costs  Subject to Clause 18.3 (Exceptions),
each 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  106


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.  18.2Increased Costs Claims  (a)A Finance Party
intending to make a claim pursuant to Clause 18.1 (Increased
Costs) shall notify the Facility Agent of the event giving rise to
the claim, following which the Facility Agent shall promptly notify the
relevant 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.  18.3Exceptions  Clause 18.1 (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 the Parent or an Obligor, as the
case may be;  (b)compensated
for by Clause 17.3 (Tax Indemnity)
(or would have been compensated for by Clause 17.3 but was not so
compensated solely because paragraph (b) of Clause 17.3
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 18.2 (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).  107


19.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 Advance or to issue a
Documentary Credit or provide a guarantee in relation to it as envisaged
hereby/or in any Ancillary Facility:  (a)that
Lender shall promptly notify the Facility Agent upon becoming aware of that
event;  (b)upon
the Facility Agent notifying the relevant Borrower, the Available Commitments
of that Lender will immediately be cancelled and its Commitments reduced to
zero and such Lender shall not thereafter be obliged to participate in any
Advance or issue or guarantee any Documentary Credit/or make available any
Ancillary Facility; and  (c)if
so required by the Facility Agent on behalf of the relevant Lender, the
relevant Borrower shall repay or procure the repayment of that Lenders
participation in the Advances made to it on the last day of the current
Interest Period or Term for each Advance occurring after the Facility Agent has
notified such 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) and, if applicable, shall
promptly reduce that Lenders L/C Proportion of the Outstanding L/C Amount in
respect of any outstanding Documentary Credit issued by it to zero and, if
applicable, shall promptly reduce the Ancillary Facility Outstandings in
respect of that Lender to zero, together with accrued interest and all other
amounts owing to that Lender under the Finance Documents.  20.MITIGATION  20.1Mitigation  (a)Each
Finance Party shall in consultation with the relevant 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 17 (Taxes),
Clause 18 (Increased Costs) or
Clause 19 (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
such 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 the
Parent or any Obligor under the Finance Documents.  20.2Limitation
of Liability  (a)With
effect from the Merger Closing Date, each of the Borrowers 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 20.1 (Mitigation).  (b)A
Finance Party is not obliged to take any steps under Clause 20.1 if, in
the opinion of that Finance Party (acting reasonably), to do so might in any
way be prejudicial to it.  108


21.REPRESENTATIONS
AND WARRANTIES  21.1Time 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 Original Execution Date other than in the case of
the representations given under Clause 21.16 (Accuracy of
Information) which shall be given as of the applicable dates
specified in that Clause.  (b)The
Ultimate Parent in relation to itself makes each of the representations and
warranties set out in Clauses 21.2 (Due Organisation),
21.5 (No Immunity), 21.6 (Governing
Law and Judgments), 21.7 (All Actions Taken),
21.8 (No Filing or Stamp Taxes), 21.9 (Binding Obligations), 21.10 (No Winding-
up), 21.13 (Original Financial
Statements) (as to the Original Financial Statements provided by
it), 21.14 (No Material Adverse Change), 21.15(No Undisclosed Liabilities), 21.18 (Execution of
Finance Documents), paragraph (d) of Clause 21.19 (Structure), 21.21 (Necessary Authorisations),
21.27 (Investment Company Act),
21.28 (Margin Stock), 21.31 (Merger Documents), 21.34 (US Patriot Act) and 21.36 (Compliance with ERISA) to each Finance Party on the Original
Execution Date. Any Holding Company of the Ultimate Parent who accedes to this
Agreement pursuant to Clause 26.3 (Acceding
Holding Company) makes each of the Repeating Representations, to the
extent they are listed in the foregoing sentence, with respect to itself on the
date on which it accedes to this Agreement.  (c)The
Parent in relation to itself makes each of the representations and warranties
set out in Clauses 21.2 (Due Organisation),
21.3 (No Deduction), 21.4 (Claims Pari Passu), 21.5 (No Immunity), 21.6 (Governing Law and Judgments),
21.7 (All Actions Taken), 21.8 (No Filing or Stamp Taxes), 21.9 (Binding
Obligations), 21.10 (No Winding- up),
paragraph (c) of Clause 21.17 (Indebtedness
and Encumbrances), 21.18 (Execution of Finance
Documents), paragraphs (c) of Clause 21.19 (Structure), 21.21 (Necessary Authorisations),
21.26 (Security) and 21.30 (Centre of Main Interests), to each Finance
Party on the Original Execution Date.  21.2Due 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.  21.3No Deduction  Under the laws of its Relevant Tax Jurisdiction in force as at the
Original Execution Date, 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) a Qualifying UK Lender (in
the case of any Borrower) or (b) a US Accession Lender (in the case of the
US Borrower).  109


21.4Claims 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.  21.5No 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.  21.6Governing 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.  21.7All 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.  21.8No Filing or
Stamp Taxes  Under the laws of its Relevant Tax Jurisdiction and,
if different, the United Kingdom, in force as at the Original Execution Date,
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.  21.9Binding 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  110


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.  21.10No Winding-up  (a)None
of the Ultimate Parent, the Parent, the Company 
or any other 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 or any other 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 25.8 (Mergers), Clause 25.20 (Solvent
Liquidation) or as otherwise disclosed to the Facility Agent prior
to the Original Execution Date.  (b)Each
US Obligor is Solvent.  21.11No Event of
Default  No Event of Default is continuing or might
reasonably be expected to result from the making of any Advance.  21.12No 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 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.  21.13Original
Financial Statements  Its 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 appropriate) the results
of operations and changes in financial position during the period for which
they were prepared.  21.14No Material
Adverse Change  Since publication of its 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.  21.15No 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  111


which were not so disclosed or reserved against, in each case, to the
extent required to be disclosed by GAAP.  21.16Accuracy of
Information  In the case of the Company 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)the
Subsequent Information Memorandum are true, complete and accurate in all
material respects as at 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 the Company 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 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 the Company and/or TCN 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 the Company 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)the
Subsequent Information Memorandum being misleading in any material respect as
at the date it is issued.  21.17Indebtedness and
Encumbrances  (a)Save
as permitted under this Agreement, neither it nor 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 Bank Group.  (c)In
relation to the Parent only, save as provided in the Security Documents no
Encumbrance exists over any of its rights, title or interest in the shares of
the Company or the Parent Intercompany Debt owed to it by the Company.  112


21.18Execution 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.  21.19Structure  (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)In
the case of the Parent, it 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.  21.20Environmental
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,  113


in
each case in circumstances where the same could reasonably be expected to have
a Material Adverse Effect.  21.21Necessary
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.  21.22Intellectual
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.  21.23Ownership 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.  21.24Payment 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.  21.25Pension Plans  (a)Each
UK defined benefit pension plan operated by it generally for the benefit of the
employees of 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  114


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.  21.26Security  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.  21.27Investment
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.  21.28Margin Stock  In the case of the Ultimate Parent only, no Advance
(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 Advance
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.  21.29Insurance  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.  21.30Centre 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.  115


21.31Merger 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, the Alternative Bridge Facility Agreement or the Bridge Facility
Agreement.  21.32Broadcasting Act
1990  Neither it nor any member of any Joint Venture Group
is a disqualified person for the purposes of schedule 2 to such Act.  21.33Telecommunications,
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.  21.34US 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.  21.35Liabilities of
the US Borrower  In the case of the US Borrower only, it is a wholly
owned Subsidiary of NTL Victoria Limited and:  (a)has
not traded or undertaken any commercial activities of any kind (other than by
entering into the Finance Documents to which it is party and the Notes);  (b)does
not have any assets other than its rights under and any payments received
pursuant to the Notes; and  116


(c)does
not have any material liabilities or obligations (actual or contingent) to any
person other than as contemplated by the terms of the Finance Documents.  21.36Compliance 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 Companys knowledge, 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 21.36, 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 Companys knowledge, 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.  117


(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.  21.37Repetition  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 Company in relation to itself and
each Obligor or the Bank Group as a whole (as applicable), by reference to the
facts and circumstances then existing on the Structuring Date, each Utilisation
Date (save for a Utilisation Date in respect of a Rollover Advance or a
Documentary Credit which is being renewed pursuant to Clause 5.2 (Renewal of Documentary Credit)) and on the
first day of each Interest Period.  22.FINANCIAL
INFORMATION  22.1Financial
Statements  (a)Group Financial Information:The
Company shall provide to the Agents 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 24.17 (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 Original Execution Date 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 22.2 (Provisions relating to the Bank Group
Financial Information), the Company shall  118


provide to the Agents 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 13 (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.  (iii)as
soon as they become available but in any event within 50 days (or 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 13 (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:Each 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, such Borrowers most recent annual audited financial
statements to the extent the same are in final form.  22.2Provisions
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 22.1 (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 Agents pursuant to
sub-paragraph (a)(i) of Clause 22.1 (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  119


(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.  (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 as if 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).  22.3Budget  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 Company shall deliver to
the Agents, 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 14 (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 14 (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);  120


(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 14 (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 23.2 (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 Agents with any
details of material changes in the projections set out in any Budget delivered
under this Clause 22.3 as soon as reasonably practicable after it becomes
aware of any such change.  22.4Other
Information  The Company shall and shall procure that each of the
Obligors shall from time to time on the request of the Facility Agent and/or
Administrative Agent:  (a)provide the
Facility Agent and/or Administrative Agent (as applicable) with such
information about the business and financial condition of the Bank Group or any
member of the Bank Group (including such members business) as the Facility
Agent and/or Administrative Agent  (as
applicable) may reasonably require, provided that the Company 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 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 Company shall procure that no member of
the Bank Group shall) be able to deny the Facility Agent and/or Administrative
Agent (as applicable) 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 any member of the Bank 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 Facilities, the Bridge Facility Agreement, the
Alternative Bridge Facility Agreement, the Existing High Yield Notes, any High
Yield Refinancing or the New High Yield Notes, and the Company 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.  22.5Compliance
Certificates  The Company shall ensure that each set of financial
information delivered by it pursuant to sub-paragraphs (a), (b)(ii) and
(b)(iii) of Clause 22.1 (Financial
Statements) is accompanied by a Compliance Certificate signed by two
of its authorised signatories (at least one of whom shall be a Financial
Officer) which:  121


(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 23.2 (Ratios) or,
prior to commencement of testing of the financial covenants, in respect of
which a change to any Applicable Margin is required under Clause 13.3 (Margin Ratchet for Revolving Facility Advances) orClause 14.7 (Margin Ratchet for A
Facility Advances and A1 Facility Advances):  (i)confirms
compliance (or detailing any non-compliance) with the relevant financial
covenants set out in Clause 23 (Financial
Condition) (if applicable) 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 23 (Financial
Condition) (if applicable) and the information from which such
calculations are derived (including the calculations for the components of such
covenants defined in Clause 23.1 (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:  (i)confirms
the Bank Group Consolidated Revenues for the financial year ended on that
Quarter Date; and  (ii)confirms
compliance (or detailing any non-compliance) with the 80% Security Test; and  (c)in the case of
each Compliance Certificate delivered pursuant to this Clause 22.5,
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.  22.6Access  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 23 (Financial Condition),
such Event of Default shall be deemed to be continuing until such time that the
Company has delivered a Compliance Certificate pursuant to Clause 22.5 (Compliance Certificates) demonstrating
that the Company is in compliance with each of the covenants set out in
Clause 23 (Financial Condition));
or  (b)in the reasonable
opinion of an Instructing Group, a breach of any covenant in Clause 23 (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  122


any undue interruption to the normal business
operations of such Obligor or 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 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 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 Company 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 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 Company 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.  22.7Change
in Accounting Practices  The Company shall ensure that each set of financial
information delivered to the Agents pursuant to paragraphs (a) and (b) of
Clause 22.1 (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 Company elects to
notify the Agents 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 22.1
(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,  123


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 Company
notifies the Facility Agent that it is not longer practicable to test
compliance with the financial covenants set out in Clause 23 (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 Company shall enter into negotiations with a view to
agreeing alternative financial covenants to replace those contained in
Clause 23 (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 Company agree alternative financial covenants to
replace those contained in Clause 23 (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 Company
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 Company 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 Company shall continue to prepare
financial information and calculate such covenants in accordance with
paragraph (a) above.  22.8Notifications  The Company shall furnish or procure that there
shall be furnished to the Agents 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
despatched by or on behalf of any 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 Company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 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.  124


22.9Role
of the Administrative Agent and US Paying Agent  Notwithstanding the rights of the Administrative
Agent and the US Paying Agent to receive or request certain documentation and
other information as set out in this Clause 22 (Financial Information), the other Finance Parties hereby
expressly acknowledge and agree that the Administrative Agent and the US Paying
Agent (a) are under no obligation to ensure that any such documentation or
other information is made available to all or any of them, (b) may (in its
sole discretion) determine whether or not to exercise any of its rights as set
out in this Clause 22 (Financial
Information) and (c) shall have no liability whatsoever to any
other Finance Party for the failure to exercise, or any delay in exercising,
any of its rights set out in this Clause 22 (Financial Information).  23.FINANCIAL
CONDITION  23.1Financial
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;  (iv)all
Permitted Joint Venture Proceeds received for such period; and  (v)all
proceeds from disposals of assets purchased up to 90 days previously pursuant
to sale and leaseback transactions otherwise permitted under this Agreement;  (b)deducting:  (i)the
actual capital expenditure of members of the Bank Group during such period and
in calculating Bank Group Cash Flow for the purposes of Clause 12.4 (Repayment from Excess Cashflow) only, the aggregate of the
consideration paid for or cost of any permitted acquisitions and the amount of
any investments in Joint Ventures made in the period by the member of the Bank
Group to the extent included in Consolidated Operating Cashflow;  (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;  125


(iv)all
cash extraordinary or non-recurring losses during that period to the extent not
included in Consolidated Operating Cashflow;  (v)in
calculating Bank Group Cash Flow for the purposes of Clause 12.4 (Repayment from Excess Cash Flow) only, any
amount paid in cash in that period in respect of the items included in the
calculation of net income or loss in the definition of Consolidated Operating
Cashflow and any amounts paid in cash in respect of 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 including without limitation, the payment of all costs
and expenses in connection with transactions contemplated by the Finance
Documents and the Bridge Finance Documents; and  (vi)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 and provided that,
for the avoidance of doubt, in calculating Bank Group Cash Flow for the
purposes of Clause 12.4 (Repayment from
Excess Cash Flow), Equity Proceeds, Debt Proceeds and Net Proceeds
and the proceeds of any Subordinated Funding shall be excluded.  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  126


(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 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  127


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;  excludingany
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 deductingany Interest actually received in cash by any
member of the Bank Group,  128


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  (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.  129


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
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;  130


(i)restructuring charges
determined in accordance with FAS 146; and  (j)cumulative changes in GAAP
from the Original Execution Date.  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.  23.2Ratios  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 22.1 (Financial Statements)
and the Attached Working Paper referred to in Clause 22.5 (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 23.2,
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 and, for the purposes of the
calculation of the Leverage Ratio as at any Quarter Date, giving pro forma
effect to the Utilisation of the B5 Facility and the B6 Facility.  (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 23.2, 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 22.2 (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.  131


(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 23.2, 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 22.2 (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 RatioQuarter Date
  
  X
  
  Y
  
  Z31 December 2006
  
  5.45:1
  
  2.30:1
  
  1:131 March 2007
  
  5.25:1
  
  2.35:1
  
  Not tested30 June 2007
  
  5.25:1
  
  2.35:1
  
  Not tested30 September 2007
  
  5.25:1
  
  2.35:1
  
  Not tested31 December 2007
  
  5.25:1
  
  2.35:1
  
  Not tested31 March 2008
  
  5.00:1
  
  2.35:1
  
  Not tested30 June 2008
  
  4.90:1
  
  2.50:1
  
  Not tested30 September 2008
  
  4.90:1
  
  2.55:1
  
  Not tested31 December 2008
  
  4.90:1
  
  2.60:1
  
  Not tested31 March 2009
  
  4.85:1
  
  2.65:1
  
  Not tested30 June 2009
  
  4.70:1
  
  2.80:1
  
  Not tested30 September 2009
  
  4.40:1
  
  3.00:1
  
  1:131 December 2009
  
  4.15:1
  
  3.15:1
  
  1:131 March 2010
  
  4.00:1
  
  3.35:1
  
  1:130 June 2010
  
  4.00:1
  
  3.55:1
  
  1:130 September 2010
  
  3.70:1
  
  3.75 :1
  
  1:131 December 2010
  
  3.60:1
  
  3.75 :1
  
  1:131 March 2011
  
  3.40:1
  
  4.00 :1
  
  1:130 June 2011
  
  3.25:1
  
  4.00 :1
  
  1:1  132


30 September 2011
  
  3.00:1
  
  4.00:1
  
  1:131 December 2011 and thereafter
  
  3.00:1
  
  4.00 :1
  
  1:1  (e)If any Compliance
Certificate delivered pursuant to Clause 22.5 (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 22.5 (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.  23.3Equity
Cure Right  (a)Subject to
paragraph (b) below, if any Compliance Certificate delivered by the
Company demonstrated that the Bank Group is in breach of any of the financial
covenants set out in paragraphs (a), (b) or (c) of
Clause 23.2 (Ratios) as at
the relevant Quarter Date to which such Compliance Certificate relates, then
the Company 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 27 (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; 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 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.  133


(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.  23.4Currency
Calculations  Where any financial information with reference to
which any of the covenants in Clause 23.2 (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 Company, acting reasonably.  23.5Pro
Forma Calculations  For the purposes of testing compliance with the
financial covenants set out in Clause 23.2 (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.  24.POSITIVE
UNDERTAKINGS  24.1Application
of Advances  The Parent shall each ensure that the proceeds of
each Advance made under this Agreement are applied exclusively for the
applicable purposes specified in Clause 2.3 (Purpose).  24.2Financial
Assistance and Fraudulent Conveyance  The Parent and each Obligor shall (and the Company
shall procure that 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.  24.3Necessary
Authorisations  The Parent and each Obligor shall (and the Company
shall procure that 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.  24.4Compliance
with Applicable Laws  The Parent and each Obligor shall (and the Company
shall procure that 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  134


Statutory Requirements), in each case, where a
failure so to comply could reasonably be expected to have a Material Adverse
Effect.  24.5Insurance  (a)Each Obligor
shall (and the Company shall procure that 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 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 Company shall
(upon the reasonable request of the Facility Agent) supply 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.  24.6Intellectual
Property  Each Obligor shall (and the Company shall procure
that 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 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.  24.7Ranking
of Claims  Subject to the Reservations, the Parent and 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.  24.8Pay
Taxes  Each Obligor shall procure and the Company shall
procure that 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 Bank Group, the Company (as the case may be) can
demonstrate that the same are being contested in good faith on the basis of
appropriate professional advice and  135


that proper reserves have been established therefor
to the extent required by applicable generally accepted accounting principles.  24.9Hedging  The Company shall (or shall procure that 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 Facilities, the Bridge Facility (or the Alternative Bridge Facility, as
the case may be) 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 Bridge 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 662/3% of the combined
aggregate principal amount outstanding as at the Merger Closing Date, under the
Facilities and the Bridge Facility (or the Alternative Bridge Facility, as the
case may be) (or, if applicable, the New 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 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  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 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;  (2)in
the case of the hedging arrangements required to be entered into under
sub-paragraphs (a)(ii) and (a)(iii) above, those hedging
arrangements relating to the B6 Facility, which shall be required to be
implemented within 3 months of first Utilisation of the B6 Facility; and  136


(3)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 24.9 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 Company shall not be in breach of
this Clause 24.9 if the Company 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 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 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
Administrative 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 Administrative Agent and the
Mandated Lead Arrangers, acting reasonably, such hedging arrangements would
cause material adverse tax-related implications for any member of the Group.  24.10Pension Plans  (a)The Company shall
use reasonable endeavours to ensure that all pension plans maintained and
operated by it or any member of the Bank Group, generally for the benefit of
employees of any member of the Bank Group are maintained and operated and have
been valued by an actuary appointed by 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 24.10(a):  (b)The Company shall
ensure that, except for the NTL Pension Plan, the NTL 1999  137


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 Company shall
promptly notify 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 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.  24.11Environmental
Matters  (a)Each Obligor
shall (and the Company shall procure that 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 Company shall procure that each member of the Bank Group shall)
promptly notify the Facility Agent of any Environmental Claim (to the best of
such Obligor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 Company shall procure that no 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.  138


24.12Further Assurance  (a)The Parent and
each Obligor shall (and the Company shall procure that 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 Company
shall:  (i)subject
to the proviso below and except as otherwise provided in this
Clause 24.12, procure that the 80% Security Test is satisfied, at the end
of each financial year during the term of the Facilities where such percentage
is calculated by reference to the annual financial information relating to the
Bank Group most recently delivered pursuant to Clause 22.1 (Financial Statements) and certified in the
relevant Compliance Certificate accompanying the same;  (ii)procure
that in relation to any member of the Bank Group which becomes a Borrower for
the purposes of this Agreement, the immediate Holding Company of such Borrower
shall also become a Guarantor hereunder; and  (iii)procure
that each Obligor which is or becomes a party to this Agreement in such
capacity under sub-paragraph (i) above shall have delivered to the
Security Trustee, one or more Security Documents granting security over all or
substantially all of its assets other than any shares in, receivables owed by
or any other interest in any Bank Group Excluded Subsidiary, Project Company or
Joint Venture or any other asset which is of a type excluded from existing
corresponding Security Documents, or which the Security Trustee agrees may be
excluded from the Security granted under the Security Documents (provided that
the Security Trustee shall not agree to exclude any asset of an Obligor from
the Security where the net book value of such asset exceeds £10 million (or its
equivalent in other currencies) without the prior consent of an Instructing
Group (not to be unreasonably withheld or delayed)).  (c)A breach of
sub-paragraph (b) shall not constitute a Default if:  (i)one
or more members of the Bank Group become Obligors in accordance with
Clause 26.1 (Acceding Borrowers)
and Clause 26.2 (Acceding Guarantors)within 5 Business Days of the delivery of a Compliance
Certificate by the Borrower demonstrating that the 80% Security Test is not
satisfied; and  (ii)the
Facility Agent (acting reasonably) is satisfied that the 80% Security Test
would have been satisfied on the relevant Quarter Date if such Compliance
Certificate had been prepared on the basis that such members of the Bank Group
had been  Obligors as at that Quarter
Date.  (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.  139


(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.  24.13Centre
of Main Interests  No Obligor
incorporated or otherwise existing under the laws of England & Wales
shall (and the Company 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.  24.14Group
Structure Chart  If there is a
material change or inaccuracy in the corporate structure of the Bank Group or
any Holding Companies of the Company from that set out in the Group Structure
Chart most recently delivered to the Facility Agent, including upon consummation
of the Merger, the Company 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 (d) of Clause 21.19 (Structure) and showing such material change or correcting
such inaccuracy.  24.15Contributions
to the Bank Group  The Company
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.  24.16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 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
Company 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 Obligor pursuant to Clause 26 (Acceding
Group Companies) (provided that no such notice shall be required to
be given in respect of any Obligor where any such person is required or intends
to accede to this Agreement pursuant to Clause 3.4 (BaseballConditions Subsequent).  (c)Following
the giving of any notice pursuant to paragraph (b) above, the Company
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  140


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 Borrower or Acceding Guarantor to this Agreement.  24.17Change
in Auditors  The Obligors
shall ensure that its auditors are (and in the case of the Company, 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 Company, in the case of any change to the Bank Groups auditors) shall
promptly notify the Facility Agent of such change.  24.18Syndication  (a)Each of the
Obligors shall (and the Company shall procure that 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 (other than the B5
Facility and the B6 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 to achieve Successful
Syndication 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 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, 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 Parent or the relevant Obligor as the
case may be,  141


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.  24.19Assets  Each Obligor
shall (and the Company shall procure that 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.  24.20ERISA  (a)As
soon as possible and, in any event, within 20 days after a 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 24.20, such Borrower or such
Obligor will deliver to the Facility Agent in sufficient copies for each Lender
a certificate of the chief financial officer of such 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 24.20 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 a 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).  (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  142


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.  24.21Steps
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;  (b)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;  (c)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  (d)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) 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  143


deem necessary, provided that no such amendment,
variation or modification could reasonably be expected to be materially adverse
to the interests of the Lenders.  24.22Baseball
Scheme Undertakings  Other than
with the consent of a Baseball Instructing Group, acting reasonably (which
consent shall be deemed to have been given if not given or refused within 48
hours of request) Baseball Cash Bidco shall comply and the Company shall
procure that Baseball Stock Bidco shall comply, with each of the following
covenants:  (a)it
shall ensure that the Baseball Scheme Circular is on substantially the terms
set out in the Baseball Press Release, other than with respect to any
amendments which could not reasonably be expected to be materially prejudicial
to the interests of the Lenders;  (b)it
shall not make any amendments to the Baseball Implementation Agreement, other
than with respect to any amendments which could not reasonably be expected to
be materially prejudicial to the interests of the Lenders;  (c)it
shall ensure that the Baseball Scheme Circular is posted within 28 days of
issuance of the Baseball Press Release, or if later, as soon as practicable
after the date on which the Court convenes a meeting of the shareholders of
Baseball to consider the Baseball Scheme;  (d)it
shall comply with all applicable laws and regulations (including, without
limitation, the Act, the Financial Services and Markets Act 2000, the Takeover
Code (subject to any applicable waivers by the Takeover Panel) and the Listing Rules of
the Financial Services Authority (as applicable);  (e)it
shall keep the Facility Agent informed of the material developments of the
Baseball Scheme and the Baseball Acquisition and notify the Facility Agent of
any circumstances which may lead to withdrawal of the Baseball Scheme or the
Baseball Acquisition;  (f)it
shall provide the Facility Agent with any material updated financial
information on the Baseball Group, and such other information relevant to the
Baseball Scheme and the Baseball Acquisition as the Facility Agent may
reasonably request (including without limitation, copies of any press or public
announcements and any material documents or statements issued by the Takeover
Panel or any regulatory authority in connection with the Baseball Scheme or the
Baseball Acquisition);  (g)it
shall not increase the cash price per share under the cash only option at which
the Baseball Acquisition is being  made;  (h)it
shall not waive or amend any condition to the Baseball Scheme as set out in the
Baseball Scheme Documents, except in any case where such amendment or waiver:  (i)could
not reasonably be expected to be materially prejudicial to the interests of the
Lenders; or  (ii)is
required by the Takeover Panel, the Takeover Code, the rules or
requirements of any stock exchange with jurisdiction over Baseball Cash Bidco
or any other applicable law or regulation;  (i)it
shall not make any public statements relating to the financing of the Baseball Acquisition
unless required to do so by the Takeover Code or Takeover Panel, any  144


applicable stock exchange with jurisdiction over
Baseball Cash Bidco or any applicable governmental or other regulatory authority;  (j)it
shall ensure that neither of the Baseball Bidcos, nor (using all reasonable
endeavours) any person Acting in Concert (as defined in the Takeover Code) with
them, shall be obliged to make an offer to shareholders of Baseball under Rule 9
of the Takeover Code;  and  (k)it
shall procure that as soon as reasonably practicable, after the Baseball
Effective Date, Baseball is delisted and re-registered as a private company.  25.NEGATIVE
UNDERTAKINGS  25.1Content
Transaction  (a)Notwithstanding
any other provisions of this Agreement, no Content Transaction shall be
restricted by (nor deemed to constitute a utilisation 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 12 (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 23.2 (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.  25.2Negative
Pledge  No Obligor
shall (and the Company 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)
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 25.2;  (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  145


relevant member of the Bank Group;  (c)which
is created pursuant to any of the Finance Documents (including, for the
purposes of securing any Alternative Baseball Financing) and any Bridge Finance
Documents;  (d)arising
from any Finance Leases, sale and leaseback arrangements or Vendor Financing
Arrangements permitted to be incurred pursuant to Clause 25.4 (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 25.12 (Limitations onHedging);  (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 25.4 (Financial Indebtedness) and the
amount of Financial Indebtedness so secured is not increased at any time;  146


(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 25.4 (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 25.2, 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 25.2;  (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 £330 million (or its equivalent in other currencies):  (i)of
which up to £275 million (or its equivalent in other currencies) may be secured
on assets not subject to the Security; or  (ii)of
which up to £50 million may be secured on a second ranking basis over assets
subject to the 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 Finance Parties under the HYD Intercreditor Agreement or any
other intercreditor arrangement which is either:  (A)on terms satisfactory to the Facility Agent (acting on the
instructions of an Instructing Group); or  147


(B)on terms comparable to the Existing Telewest Second Lien Credit
Facility Agreement and related intercreditor agreement,  provided that
in either case, each of the Finance Parties agrees to execute such
intercreditor agreement as soon as practicable following request from the
Company.  For the
avoidance of doubt, no Encumbrance may be granted by any member of the Bank
Group to secure the obligations under or in connection with the C Facility, the
New High Yield Notes or any High Yield Refinancing that refinances the New High
Yield Notes.  25.3Loans
and Guarantees  No Obligor
shall (and the Company 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:  (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 an Obligor to an Obligor by way of
Subordinated Funding;  (ii)by
one Obligor to another Obligor;  (iii)by a
member of the Bank Group which is not an Obligor to any other member of the
Bank Group which is not an Obligor; or  (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 25.9 (Joint
Ventures);  (vi)by
the US 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);  148


(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;  (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
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 25.13 (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 25.4 (Financial Indebtedness) or Clause 25.10 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 Finance Documents (including any guarantees given
in respect of an Alternative Baseball Financing) and any guarantee arising
under the Bridge Finance Documents;  (l)any
customary title guarantee given in connection with the assignment of leases
where such assignment is permitted under Clause 25.6(Disposals);  (m)any
guarantees or similar undertakings granted by any member of the Bank Group in  149


favour of the Inland Revenue in respect of any
obligations of Virgin Media (UK) Group, Inc. (formerly known as NTL (UK)
Group, Inc.) in respect of UK tax in order to facilitate the winding up of
Virgin Media (UK) Group, Inc. (formerly known as NTL (UK) Group, Inc.)
provided that the Facility Agent shall have first received confirmation from
the Company that based on discussions with the Inland Revenue and the Companys
reasonable assumptions, the Company does not believe that the liability under
such guarantee will exceed £15 million (such confirmation to be supported by a
letter from the Companys auditors for the time being, confirming that based on
the Companys calculations of such tax liability the Company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 25.9 (Joint
Ventures);  (q)any
loans made under the terms of the Screenshop Intra-Group Loan Agreement;  (r)the
BBC Guarantees;  (s)in
the event that the Company elects to proceed with an Option B Alternative
Bridge Facility Refinancing, any loan made by the Company to the Parent from
the proceeds of drawdown under the C Facility, to enable the Parent to repay,
together with the proceeds of the applicable New High Yield Notes issued by it,
all outstandings under the Alternative Bridge Facility Agreement;  (t)liquidity
loans of a type which is customary for asset securitisation programmes or other
receivables factoring transactions, provided in connection with any asset
securitisation programme or receivables factoring transaction otherwise
permitted by Clause 25.6(i) of this Agreement; and  (u)loans
made, credit granted or guarantees given by any member of the Bank Group not
falling within paragraphs (a) to (t) above, in an aggregate
amount not exceeding £85 million (or its equivalent in other currencies).  25.4Financial
Indebtedness  No Obligor
shall (and the Company 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 Finance Documents (including in
respect of any outstanding Documentary Credit and arising in respect of any
Alternative Baseball Financing) and under or pursuant to the Bridge 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 this Agreement;  150


(c)Financial
Indebtedness arising in respect of:  (i)the
Existing High Yield Notes and the subordinated unsecured guarantee given by the
Company in respect thereof;  (ii)the
New High Yield Notes and any subordinated unsecured guarantee granted by the Company
in respect of such New High Yield Notes provided that the New High Yield Notes
and such guarantee will be subject to the provisions of the HYD Intercreditor
Agreement;  (iii)any
High Yield Refinancing and any guarantee given by any member of the Bank Group
in respect thereof, 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 25.3 (Loans and Guarantees);  (e)Financial
Indebtedness arising under any Hedging Agreements permitted under
Clause 25.12 (Limitations onHedging);  (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;  (ii)the
aggregate principal amount of all of the Financial Indebtedness assumed in
reliance on this paragraph (g) either (1) does not exceed £85
million (or its equivalent in other currencies) outstanding at any time or (2) to
the extent such Financial Indebtedness does exceed £85 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 24.15 (Contributions to the Bank
Group) and applied either (i) towards the Group Business or in
a business whose primary operations are directly related to the Group Business
or (ii) towards the refinancing of any outstanding Indebtedness of the
Bank Group; 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;  151


(j)Financial
Indebtedness which constitutes Subordinated Funding provided that each 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 Date, provided that in the case of clause
(x) and (y) the aggregate principal amount thereof does not at any
time exceed £165 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;  (n)Financial
Indebtedness not falling within paragraphs (a) to (m) of any
members of the Bank Group provided thatthe
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 £330 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; or  (o)Financial
Indebtedness of any Asset Securitisation Subsidiary incurred solely to finance
any asset securitisation programme or programmes or one or more receivables
factoring transactions otherwise permitted by Clause 25.6(i) of this
Agreement.  25.5Dividends,
Distributions and Share Capital  No Obligor shall (and the
Company 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  152


(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 Obligor is held by one or more other
Obligors or to the extent the share capital of any such member of the Bank
Group which is not an 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;  (vi)to
the extent such redemption, repurchase, defeasance, retirement or repayment is
in respect of a nominal amount; or  (vii)payments
or distributions 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 or entity that is not a
member of the Bank Group in connection with, an asset securitisation programme
or receivables factoring transaction otherwise permitted by Clause 25.6(i) of
this Agreement.  The Lenders hereby consent to
any transaction or matter to the extent expressly permitted under
paragraphs (i) to (vii) above.  153


25.6Disposals  No Obligor shall (and the
Company 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 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
an Obligor to another Obligor, provided that
if such assets are subject to existing Security they remain so or will be made
subject to Security (in form and substance substantially similar to the
existing Security or otherwise in such form and substance as may reasonably be
required by the Facility Agent) within 10 Business Days of such disposal;  (e)disposals
by a member of the Bank Group which is not an 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
an Obligor, such replacement assets are either subject to existing Security
Documents granted by the relevant member of the Bank Group that has acquired
the replacement assets, or will be made subject to Security by such member of
the Bank Group (in form and substance substantially similar to the existing
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, except for recourse to:  (A)the receivables which are the subject of such asset securitisation
programme or receivables factoring transaction;  154


(B)the debtor in respect of the Financial Indebtedness for the purpose
of enforcing a security interest against it, so long as:  (1)the recourse is limited to recoveries in respect of the receivables;
and  (2)the providers of the Financial Indebtedness do not have the right to
take any steps towards its winding up or dissolution or the appointment of a
liquidator, administrator, administrative receiver or similar officer (other
than in respect of the receivables);  (C)a member of the Group to the extent of its shareholding or other
interest in any Asset Securitisation Subsidiary; or  (D)a member of the Group under any form of assurance, undertaking or
support, where recourse is limited to:  (1)a claim for damages (not being liquidated damages or damages
required to be calculated in a specified way) for breach of a warranty or
undertaking;  (2)a claim for breach of warranty relating to the receivables;  (3)a claim for breach of undertaking relating to the management and/or
collection of the receivables; or  (4)a claim for breach of representations, warranties, undertakings,
guarantees of performance (excluding any recourse with respect to the collectability
of any receivables or assets related to such receivables) and indemnities
entered into by the Borrower or any seller which are reasonably customary in an
accounts receivable transaction,  and, in each case, the
obligation is not in any way a guarantee, indemnity or other assurance against
financial loss or an obligation to ensure compliance by another with a
financial ratio or other test of financial condition; and  (ii)the
aggregate principal amount of all such securitisations or factoring transactions
conducted in reliance on this paragraph (i) does not exceed £330
million (or its equivalent in other currencies) at any time;  (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 25.8(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  155


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 Security,
the assets received following such exchange will be subject to the existing
Security Documents, or will be made subject to Security (in form and substance
substantially similar to the existing Security or otherwise in such form and substance
as may reasonably be required by the 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:  (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  156


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) 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 25.4 (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 25.13 (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 24.6 (Intellectual Property);  157


(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 25.9 (Joint Ventures); and  (w)disposals
of assets not otherwise permitted under this Clause 25.6 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 22.1 (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.  25.7Change
of Business  No Obligor shall (and the
Company 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 25.7 shall not be breached by an Obligor
or any member of the Bank Group making a disposal permitted by Clause 25.6
(Disposals), an acquisition or investment
permitted by Clause 25.13  158


(Acquisitions
and Investments) or entering into any joint venture permitted by
Clause 25.9 (Joint Ventures).  25.8Mergers  No Obligor shall (and the
Company 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 Obligors or an Obligor and
another member of the Group where the Obligor will be the surviving entity;  (b)such
amalgamation, consolidation or merger is between two members of the Bank Group
which are not Obligors;  (c)such
amalgamation, consolidation, or merger constitutes an acquisition permitted
under Clause 25.13 (Acquisitions and
Investments);  (d)any
member of the Bank Group liquidates or dissolves in either case on a solvent
basis and, with respect to the Obligors on a basis that is in accordance with
the provisions of Clause 25.20 (Solvent Liquidation),  (e)such
amalgamation, consolidation or merger is by an Obligor (the Original Entity) into one or more entities
(each a Merged Entity), provided
that:  (i)such
Merged Entity is a Obligor and is liable for the obligations of the relevant
Original Entity under this Agreement and the Security which remain unaffected
thereby and entitled to the benefit of all the rights of such Original Entity;  (ii)if
required by the Facility Agent, such Merged Entity has entered into one or more
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 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 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 Security Documents) the equivalent part of the
issued share capital of such Merged Entity is charged pursuant to Security on
terms of at least an equivalent nature and ranking as the 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  159


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 an Obligor, will not have a materially adverse impact upon any of the
obligations owed by such Obligor to the Finance Parties or upon the Security
granted by such Obligor under any Security Document.  25.9Joint
Ventures  No Obligor shall, (and the
Company 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 Original Execution Date); or  (c)the
acquisition of any interest in or any investment in, any Joint Venture
constituting a Business Division Transaction, provided that:  (i)the
Net Proceeds of any such transaction shall be distributed in accordance with
the provisions of sub-paragraph (iv) of Clause 25.5 (Dividends, Distributions and Share Capital); and  (ii)any
Net Proceeds which are not distributed in accordance with (i) above shall
be 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 22.1 (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.  160


25.10Transactions with
Affiliates  No Obligor shall (and the Company 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 an Obligor, other than:  (a)transactions
expressly permitted by the Finance Documents;  (b)transactions
between a member of the Bank Group that is not an Obligor with any other member
of the Bank Group which is not an 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 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 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 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 Obligors and one or more members of the Group
who are not Obligors are party where the sole purpose of such transaction is
for such 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 Company;  (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;  161


(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; or  (o)any
other transaction or arrangement permitted under Clause 25.3 (Loans and Guarantees), Clause 25.4 (Financial Indebtedness), Clause 25.5
(Dividends, Distributions and Share Capital),
Clause 25.6 (Disposals),
Clause 25.8 (Mergers),
Clause 25.9 (Joint Ventures),
or Clause 25.13 (Acquisitions and
Investments).  25.11Change in
Financial Year  Neither the Parent nor any Obligor shall, without
the prior consent of the Facility Agent, change the end of its financial year
from 31 December.  25.12Limitations on
Hedging  No Obligor shall (and the
Company 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 24.9 (Hedging);
or  (c)any
Hedging Agreement entered into for the purposes of hedging any Subordinated
Funding to the extent such Subordinated Funding is made with the proceeds of
any Parent Refinancing Indebtedness; or  (d)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 25.10 (Transactions with Affiliates), any such
Hedging Agreement may be entered into with another member of the Group.  25.13Acquisitions and
Investments  No Obligor shall (and the Company 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 25.6 (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;  162


(c)any
acquisition by any member of the Bank Group in connection with a disposal
permitted by the provisions of Clause 25.6 (Disposals)
and any acquisition or subscription by a member of the Bank Group of shares
issued by a Subsidiary of the Borrower or a Subsidiary of Virgin Media
Communications Limited (formerly known as 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 Virgin Media Communications Limited (formerly known as NTL
Communications Limited) as the case may be, provided
thatif the other shares of such Subsidiary are subject to existing
Security, either (i) such newly issued shares shall also be subject to
Security (in form and substance substantially similar to any existing Security
or otherwise in such form and substance as may be reasonably required by the
Facility Agent) upon their issue or (ii) such shares shall be made subject
to Security (in form and substance substantially similar to any existing
Security or otherwise in such form and substance as may be reasonably required
by the 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 25.8 (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 25.6 (Disposals);  (j)any
acquisition of or investment in any Joint Venture permitted by Clause 25.9
(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 25.6 (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 has the benefit of Security over the shares of such
Original Company or such Original Company is an Obligor, then the Company shall
ensure that the Security Trustee is provided with 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 Security
previously provided by the Original Company and (ii) the Security Trustee
is satisfied that any possibility of the additional Security referred to in
this paragraph being challenged or set aside is not greater than any such
possibility in relation to the Security entered into by or in respect of the
share capital of the Original Company;  163


(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 23.2 (Ratios);  (o)any acquisition
(a Permitted Acquisition) of a
person carrying on any business similar and/or complementary to the Group (the Acquiree) in each case:  (i)no
Default is continuing on the closing date for the Permitted Acquisition or
would occur as a result of the Permitted 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 one 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 (Further Assurance) accede as a Guarantor
in accordance with the provisions of Clause 26.2 (Acceding
Guarantors);  (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 an Obligor, must give Security over the assets
acquired by executing Security Documents, in form and substance satisfactory to
the Facility Agent and to the extent it becomes a Material Subsidiary, it shall
accede as a Guarantor in accordance with the provision of Clause 26.2 (Acceding Guarantors);  164


(vi)for any Permitted
Acquisition the Total Purchase Price of which is in excess of
£100 million, the Company must provide 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 Company will
provide 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 its obligations under Clause 23 (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 its obligations under Clause 23 (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;  (p)acquisitions not
falling within paragraphs (a) to (o) above provided thatthe aggregate consideration
for the acquisitions permitted by this paragraph (p) shall not exceed
£300 million; and  (q)investments in
any Asset Securitisation Subsidiary in connection with any asset securitisation
programme or receivables factoring transaction otherwise permitted by
Clause 25.6(i) of this Agreement that is reasonably necessary or
advisable to effect such asset securitisation programme or receivables
factoring transaction.  165


25.14High Yield Notes  Save to the extent expressly
permitted under the terms of the HYD Intercreditor Agreement, without the
consent of an Instructing Group:  (a)with
respect to the Parent 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);  (ii)it
will not transfer any of its rights or obligations under the New High Yield
Notes or agree any amendment to the New High Yield Notes after the date of
issuance (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
New High Yield Notes are denominated as at the date of issuance (other than in
the case where the United Kingdom becomes a Participating Member State); or  (iii)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 the Parent under the Existing High Yield Notes or any
guarantee granted in respect of the New High Yields Notes or High Yield
Refinancing and which is granted in accordance with the terms of
paragraph (c) of Clause 25.4 (Financial
Indebtedness),  in each case, other than amendments of an
administrative or technical nature.  25.15No Restrictions
on Payments  No Obligor shall (and the Company 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 Obligors as a whole to comply with the payment obligations under
the 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 Bridge Finance Documents.  25.16Parent Covenants  The Parent
shall not 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  166


of the Bank Group of a type
customarily provided by, a holding company to its Subsidiaries;  (b)the ownership of shares in the Company, intergroup debit balances,
intergroup credit balances and other credit balances in bank accounts and cash,
provided that any shares held by the Parent in the Company, or any intergroup
credit balances owed to a the Parent by, an Obligor shall be:  (i)subject toSecurity;  (ii)to
the extent applicable, subject to the provisions of the HYD Intercreditor
Agreement or the Group Intercreditor Agreement;  (c)any rights and liabilities arising under the Finance
Documents, the Existing High Yield Notes, the Bridge Finance Documents, theNew High Yield Notes or any High Yield Refinancing.  (d)having
rights and liabilities under any hedging arrangements which are entered into by
it  pursuant to clause 24.9 (Hedging) of this Agreement;  (e)incurring
liabilities for or in connection with Taxes or arising by operation of law; and  (f)in
respect of any service contracts for any directors or employees.  25.17No Amendments  (a)No
Obligor shall (and the Company shall procure that no member of the Bank Group
shall) amend the Tax Cooperation 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
Parent shall procure that except as permitted by the HYD Intercreditor
Agreement and the Group Intercreditor Agreement, no amendment is made to:  (i)the
Bridge Finance Documents (or any Exchange Notes, as applicable);  (ii)the
Existing High Yield Notes; or  (iii)the
New 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.  25.18Parent 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  167


delivered pursuant to Clause 22.1 (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 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 Borrower at such time,
would be permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness) provided that if
any basket or threshold contained in Clause 25.4 (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 Outstandings, including the payment of all principal,
interest, fees, expenses, commissions, make-whole and any other contractual
premium payable, in respect of such Outstandings and any fees, costs and
expenses incurred in connection with such refinancing;  (e)the Bridge
Facility, the Alternative Bridge Facility, the Exchange Notes, the Existing
High Yield Notes, any New High Yield Notes or any High Yield Refinancings; and  (f)any
Financial Indebtedness incurred by any Permitted Joint Venture.  25.19US Borrower  The US Borrower shall not:  (a)carry
on any trade or business, other than the management of its own financial
affairs and operations to the extent necessary in connection with the Finance
Documents and the acquisition and ownership of the Notes, including without
limitation, the opening and maintenance of bank accounts outside of the United
Kingdom, the granting of loans or other credit, the borrowing of monies, the
making of any distributions, and the payment of fees, costs, taxes and other
charges properly incurred by it in the conduct of its operations from time to
time, provided always that none of the foregoing activities shall render the US
Borrower as resident for tax purposes in the United Kingdom;  (b)own
any Subsidiary or other entity;  (c)create or permit
to subsist any Encumbrance over its rights under or title and interest in the
Notes, other than:  (i)pursuant
to the Security; or  168


(ii)as
contemplated by any applicable Group Intercreditor Agreement or the HYD
Intercreditor Deed; or  (d)dispose of any or
all of its rights, title and interest in the Notes other than pursuant to or as
contemplated by the Security Documents or as contemplated by any applicable
Group Intercreditor Agreement or the HYD Intercreditor Deed.  25.20Solvent
Liquidation  No Obligor (for these purposes, a Predecessor Obligor) shall, without the prior written
consent of an Instructing Group, liquidate on a solvent basis (a Solvent Liquidation) unless:  (a)on or prior to
the Solvent Liquidation, an entity (the Successor
Entity) acquires substantially all of the assets and assumes
substantially all of the liabilities of the Predecessor Obligor (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;  (b)the
Successor Entity is organised in the same jurisdiction as that in which the
Predecessor Obligor is organised and is either:  (i)an
existing Obligor; or  (ii)a
Subsidiary of the Company that is entitled to become (and subsequently does
become) an Obligor in accordance with the provisions of Clause 26.1 (Acceding Borrowers) or Clause 26.2 (Acceding Guarantors); and  (c)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;  (d)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;  (e)no
Event of Default has occurred and is continuing or would arise from the
Liquidation Transfer or the Solvent Liquidation;  (f)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):  (i)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;  (ii)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);  169


(iii)copies
of the statutory declarations of the directors of the Predecessor Obligor (to
the extent required by law) given in connection with Solvent Liquidation;  (iv)a
copy of the executed transfer agreement relating to the Liquidation Transfer;
and  (v)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.  25.21ERISA  Neither any 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 Obligor or any Finance Party.  26.ACCEDING GROUP
COMPANIES  26.1Acceding
Borrowers  (a)Subject
to paragraph (b) below, the Company may, upon not less than 3 Business
Days prior written notice to the Facility Agent, request that any member of
the Bank Group becomes an Acceding Borrower under this Agreement.  (b)Such member of
the Bank Group may become an Acceding Borrower if:  (i)it
is incorporated in the United Kingdom or (if it is not incorporated in the  United Kingdom) an Instructing Group has
approved the addition of that member of the Bank Group as an Acceding Borrower;  (ii)the
Company delivers to the Facility Agent a duly completed and executed Accession
Notice pursuant to which it agrees to become a party to this Agreement as an
Acceding Borrower and (subject to any provision of law prohibiting the same) an
Acceding Guarantor;  (iii)the
Company confirms that no Event of Default is continuing or would occur as a
result of that member of the Bank Group becoming an Acceding Borrower; and
Acceding Guarantor; and  (iv)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 Bank Group, each in form and substance satisfactory to
the Agent, acting reasonably.  (c)The Facility
Agent shall notify the Company and the Lenders promptly upon being satisfied
that the conditions specified in paragraph (b) above have been
satisfied.  26.2Acceding
Guarantors  (a)Subject
to paragraph (b) below, the Company may, upon not less than 3
Business  170


Days prior written notice to the Facility Agent,
request that any member of the Bank Group becomes an Acceding Guarantor under
this Agreement.  (b)Such member of
the Bank Group may become an Acceding Guarantor if:  (i)the
Company delivers to the Facility Agent a duly completed and executed Accession
Notice;  (ii)the
Company confirms that no Event of Default is continuing or would occur as a
result of that member of the Bank 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 Bank Group, each in form and substance satisfactory to
the Agent, acting reasonably.  (c)The Facility
Agent shall notify the Company and the Lenders promptly upon being satisfied
that the conditions specified in paragraph (b) above have been
satisfied.  26.3Acceding 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 Company and the Holding
Company together with the documents set out in Part 2 of Schedule 7 (Accession Documents).  26.4Assumption 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 Clauses 26.1 (Acceding Borrowers) and 26.2 (Acceding
Guarantors), the relevant member of the Bank Group, the Ultimate Parent,
the 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 Bank Group been an
original party to this Agreement as a Borrower or a Guarantor as the case may
be and such member of the Bank Group shall become a party to this Agreement as
an Acceding Borrower and/or an Acceding 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 26.3 (Acceding Holding Company), the
relevant Holding Company, the 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 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 and such Ultimate Parent shall cease
to be a party to this Agreement in such capacity.  171


27.EVENTS
OF DEFAULT  Each of Clauses 27.1 (Non-Payment)
to Clause 27.16 (Change of Ownership)
describes the circumstances which constitute an Event of Default for the
purposes of this Agreement.  27.1Non-Payment  The Parent or 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.  27.2Covenants  (a)The
Ultimate Parent, the Parent or an Obligor fails duly to perform or comply with
any obligation expressed to be assumed by it in Clause 24.1 (Application of Advances), Clause 25.2
(Negative Pledge), Clause 25.3 (Loans and Guarantees), Clause 25.4 (Financial Indebtedness), Clause 25.5 (Dividends, Distributions and Share Capital),
Clause 25.8 (Mergers), Clause 25.9 (Joint Ventures) or Clause 25.13 (Acquisitions
and Investments).  (b)The
Parent or any Obligor fails duly to perform or comply with any obligation
expressed to be assumed by it in Clause 22 (Financial
Information) or sub-paragraph (b)(i) of Clause 24.12
(Further Assurance),
paragraphs (a) and (b) of Clause 24.9 (Hedging), and such failure, if capable of
remedy is not so remedied within 10 Business Days of the earlier of the 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 Company.  (c)There
is any breach of Clause 23.2 (Ratios).  (d)There
is any breach of Clause 25.6 (Disposals),
provided that where the failure to comply with any obligation under
Clause 25.6 (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 Borrower shall have failed
to deliver 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 Borrower fails to provide such details
within 10 Business Days after such request.  27.3Other Obligations  The Ultimate Parent, the Parent or 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 27.1 (Non-Payment)
and 27.2 (Covenants)) and such failure, if capable
of remedy, is not so remedied within 30
days of the earlier of the Ultimate Parent, the 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.  27.4Misrepresentation  Any representation or statement made or repeated by
the Ultimate Parent, the Parent or an Obligor in any Finance Document or in any
notice or other document or certificate delivered by it pursuant to a Finance
Document is or proves to have been incorrect or misleading in any  172


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, the Parent or the
relevant Obligor becoming aware of such circumstances and the Facility Agent
having notified the Borrower of such misrepresentation having occurred.  27.5Cross
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 27.5:  (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 27.5 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.  27.6Insolvency  The Ultimate Parent, the Parent, any Borrower, any
Obligor that is a Material Subsidiary or (for the purposes of Clause 3.5 (Vanilla  Certain Funds
Period) only) the Merger Sub, 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, such
Borrower, such Obligor or (for the purposes of Clause 3.5 (VanillaCertain Funds
Period) only) the Merger Sub (as applicable).  173


27.7Winding-up  After the Original Execution Date, the Ultimate
Parent, the Parent, any Borrower, any Obligor that is a Material Subsidiary or
(for the purposes of Clause 3.5 (Vanilla  Certain Funds Period) only) the Merger
Sub, 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 Parent, such Borrower, such Material Subsidiary or (for the purposes of
Clause 3.5 (VanillaCertain Funds Period) only) the Merger Sub 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 (d) of
Clause 25.8 (Mergers).  27.8Execution
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 Parent, any Borrower, any Obligor which
is a Material Subsidiary or (for the purposes of Clause 3.5 (VanillaCertain Funds
Period) only) the Merger Sub, having an aggregate value of more than
£35 million (or its equivalent
in other currencies) and the same is not discharged within 30 days.  27.9Similar
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 27.6 (Insolvency),
27.7 (Winding-up) or Clause 27.8 (Execution or Distress).  27.10Repudiation  The Ultimate Parent, the Parent or any Obligor
repudiates any of the Finance Documents to which it is party.  27.11Illegality  Save as provided in the Reservations, at any time it
is or becomes unlawful for the Ultimate Parent, the Parent or 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 the Ultimate
Parent, the Parent or 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, the Parent or such
Obligor becoming aware of the relevant illegality and the Facility Agent having
given notice of the same to the Borrower.  27.12Intercreditor
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  174


becoming aware of the relevant failure to comply and
the Facility Agent having given notice of the same to the Parent.  27.13Revocation 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.  27.14Material Adverse
Effect  Any event or circumstance occurs which would have a
Material Adverse Effect.  27.15Material
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.  27.16Change 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 or any of
the Obligors are not direct or indirect wholly-owned Subsidiaries of the
Ultimate Parent.  (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
Obligor (other than the Parent and the Company) ceases to be a direct or
indirect wholly-owned Subsidiary of the Company.  27.17Acceleration  Subject to Clauses 27.19 (VanillaClean-up Period) and 27.20 (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 Company:  (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)require
the Borrowers to procure that the Outstanding L/C Amount under each Documentary
Credit is and all Ancillary Facility Outstandings are promptly reduced to zero
and/or provide cash collateral therefor by deposit in such interest bearing
account as the Facility Agent may specify for each Documentary Credit/Ancillary
Facility in an amount specified by the Facility Agent and in the currency of
such  175


Documentary Credit/Ancillary Facility (whereupon the
Borrower shall do so) but no greater than the amount outstanding under such
Documentary Credit/Ancillary Facility; and/or  (c)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  (d)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;  providedthat,
notwithstanding anything to the contrary contained above in this
Clause 27.18, upon the occurrence of any Event of Default listed in
Clauses 27.9 (Similar Events)
or 27.21 (US Obligors) 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.  27.18Repayment on
Demand  If, pursuant to paragraph (a) of
Clause 27.17 (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 Company:  (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 or Term which begins whilst such declaration
remains in effect a period of 6 months or less.  27.19Vanilla 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 27.19, constitute a breach of
any representation under Clause 21 (Representations and
Warranties), the breach of any covenant specified in
Clauses 24.10 (Pension Plans),
25.2 (Negative Pledge), 25.3 (Loans and Guarantees), 25.4 (Financial Indebtedness), 25.8 (Mergers), 25.9 (Joint Ventures), 25.10 (Transactions with
Affiliates) and 25.12 (Limitations
on Hedging) or an Event of Default by reason of Clause 27.5 (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  176


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 27.19 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.  27.20Baseball 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 27.20, constitute a breach of
any representation under Clause 21 (Representations and
Warranties), the breach of any covenant specified in
Clauses 24.10 (Pension Plans),
25.2 (Negative Pledge), 25.3 (Loans and Guarantees), 25.4 (Financial Indebtedness), 25.8 (Mergers), 25.9 (Joint Ventures), 25.10 (Transactions with Affiliates)
and 25.12 (Limitations on Hedging) or an Event of Default by reason of
Clause 27.5 (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 27.20 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.  27.21US Obligors  Notwithstanding Clause 27.17 (Acceleration), if any US Obligor shall commence a voluntary
case concerning itself under the US Bankruptcy Code, or an involuntary case is
commenced against any US 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 US Obligor, or any
order of relief or other order approving any such case or proceeding is
entered, the Facilities shall cease to be available to such US Obligor, all
Advances outstanding to such US Obligor shall become immediately due and
payable and such US Obligor shall be required to provide cash cover in respect
of all Documentary Credits  177


issued for its account in each case automatically
and without any further action by any party hereto.  28.DEFAULT
INTEREST  28.1Consequences
of Non-Payment  If any sum due and payable by the Parent or any
Obligor under this Agreement is not paid on the due date therefor in accordance
with the provisions of Clause 33 (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 28) be
selected by the Facility Agent.  28.2Default
Rate  During each such period relating thereto as is
mentioned in Clause 28.1 (Consequences of
Non-Payment) an Unpaid Sum shall bear interest at the rate per annum
which is the sum from time to time of 1%, the Applicable Margin (provided that
if any Unpaid Sum is not directly referable to a particular Facility the
Applicable Margin shall be the Revolving Facility Margin), the Associated Costs
Rate at such time and EURIBOR or LIBOR, as the case may be, on the Quotation
Date therefor, provided that:  (a)if,
for any such period, EURIBOR or LIBOR, as the case may be, 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 1%, 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
such Unpaid Sum is all or part of an Advance which became due and payable on a
day other than the last day of an Interest Period or Term relating thereto, the
first Interest Period applicable to it shall be of a duration equal to the
unexpired portion of that Interest Period or Term and the rate of interest
applicable thereto from time to time during such Interest Period shall be that
which exceeds by 1% the rate which would have been applicable to it had it not
so fallen due.  28.3Maturity
of Default Interest  Any interest which shall have accrued under
Clause 28.2 (Default Rate)
in respect of an 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.  28.4Construction
of Unpaid Sum  Any Unpaid Sum shall (for the purposes of this
Clause 28 (Default Interest), Clause 18
(Increased Costs), Clause 31 (Borrowers Indemnities) and Schedule 6 (Associated
Costs Rate)) be treated as an advance and accordingly in those
provisions the term Advance includes any Unpaid Sum and the term Interest
Period and Term, in relation to an Unpaid  178


Sum, includes each such period relating thereto as
is mentioned in Clause 28.1 (Consequences of
Non-Payment).  29.GUARANTEE
AND INDEMNITY  29.1Guarantee  With effect from the Merger Closing Date or if
later, the date on which it accedes to this Agreement in such capacity, subject
to Clause 29.9 (Limitation of Telewest
Group Guarantees) and Clause 29.12 (Limitation
of Baseball Group Guarantees):  (a)each
Guarantor irrevocably and unconditionally guarantees, jointly and severally, to
each of the Finance Parties the due and punctual payment by each of the
Borrowers of all sums payable by it under each of the Finance Documents (other
than the C Facility Liabilities) and agrees that promptly on demand it will pay
to the Facility Agent each and every sum of money (other than the C Facility
Liabilities) which any of the Borrowers 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 relevant
Borrower; and  (b)the
Parent irrevocably and unconditionally guarantees to each of the C Facility
Lenders the due and punctual payment by the Company of all sums payable by it
under or in connection with the C Facility Liabilities and agrees that promptly
on demand it will pay to the Facility Agent each and every sum of money due
under or in connection with the C Facility Liabilities which the Company is at
any time liable to pay to the C Facility Lenders under or pursuant to this
Agreement and which has become due and payable but has not been paid at the
time such demand is made.  29.2Indemnity  With effect from the Merger Closing Date, or if
later, the date upon which it accedes to this Agreement in such capacity,
subject to Clause 29.9 (Limitation of Telewest
Group Guarantees) and Clause 29.12 (Limitation
of Baseball Group Guarantees):  (a)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 Borrowers under or pursuant to any Finance Document (other than in
respect of the C Facility Liabilities) being or becoming void, voidable,
unenforceable or ineffective as against any 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 such Borrower; and  (b)the Parent
irrevocably and unconditionally agrees as primary obligor and not only as
surety, to indemnify and hold harmless the C Facility Lenders on demand by the
Facility Agent from and against any loss incurred by such C Facility Lender as
a result of any of the obligations of the Company under or in connection with
the C Facility Liabilities being or becoming void, voidable, unenforceable or
ineffective as against the Company for any reason whatsoever (whether or not
known to that C Facility Lender or any other person) the amount of such loss
being the amount which the C Facility Lender suffering it would otherwise have
been entitled to recover from  179


the Company.  29.3Continuing
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 each of the Borrowers 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 each of the Borrowers
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.  29.4Avoidance
of Payments  Where any release, discharge or other arrangement in
respect of any obligation of any 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 29 shall continue as if such release, discharge
or other arrangement had not been given or made.  29.5Immediate
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 any
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 any 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 relevant
Borrower.  29.6Waiver
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 reorganisation of any Borrower or any other
person or any change in the status, function, control or ownership of any
Borrower or any such person;  (b)any of the
obligations of any 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 any
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, any 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  180


respect of the obligations of any 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 any 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.  29.7No
Competition  Until all amounts which may become payable by the
Borrowers 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
Borrowers under any of the Finance Documents or to claim or prove as a creditor
of any 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 Borrowers under any of
the Finance Documents as if such moneys, rights or security were held or
received by the Facility Agent under this Agreement.  29.8Appropriation  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.  29.9Limitation
of Telewest Group Guarantees  The guarantees and indemnities provided by any
member of the Telewest Group hereunder shall not extend to any sums payable
under any of the Finance Documents relating to the B2 Facility, B3 Facility and
B4 Facility or any sums emanating therefrom, until the relevant member(s) of
the Telewest Group have complied with the provisions of Sections 151 to 158 of
the Act with respect to such B2 Facility, B3 Facility and B4 Facility.  29.10Limitation 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 29) hereby confirms its intention that this guarantee should not
constitute a fraudulent transfer or conveyance for the purposes of any
bankruptcy,  181


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 29) hereby irrevocably agrees
that its obligations under this Clause 29 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.  29.11Droit
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.  29.12Limitation of
Baseball Group Guarantees  (a)The guarantees
and indemnities provided by any member of the Baseball Group hereunder shall
not extend to any sums payable under any of the Finance Documents relating to
the B5 Facility or B6 Facility or any sums emanating therefrom to the extent
that to do so would require the relevant member(s) of the Baseball Group
to comply with the provisions of Sections 151 to 158 of the Act with respect to
such B5 Facility and B6 Facility.  (b)Each of the
Finance Parties and the Obligors agree that for the purposes of each of the
Security Documents to which any member of the Baseball Group is a party and in
relation to any security granted by any member of the Baseball Group
thereunder, the definition of Secured Obligations (which, in turn, refers to
the definitions of Security Trustee Liabilities, Senior Liabilities and Hedging
Liabilities) shall, in each case, not extend to any sum due and payable under
any of the Finance Documents to the extent that, if it were so extended, the
Security (or any part thereof) created by any provision of the Security
Documents would be unlawful or prohibited by any applicable law.  30.AGENTS  30.1Appointment
of the Agents  (a)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.  (b)Each
of the other Finance Parties appoints the US Paying Agent to act as its agent  182


under and in connection with the Finance Documents.  30.2Appointment
of the Administrative Agent  Each of the other Finance Parties appoints the
Administrative Agent to act as its agent under and in connection with the
Finance Documents.  30.3Duties
of the Facility Agent/US Paying Agent  (a)The Facility
Agent and/or the US Paying Agent, as applicable, 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 and the US Paying Agent, as the case may be, under the Finance
Documents are, save to the extent otherwise expressly provided, solely
mechanical and administrative in nature.  30.4Role
of the Bookrunners, the Arrangers and the Administrative Agent  Except as specifically provided in the Finance Documents,
none of the Bookrunners, the Arrangers, or the Administrative Agent shall have
any obligations of any kind to any other party under or in connection with any
Finance Document.  30.5No
Fiduciary Duties  (a)Nothing
in the Finance Documents constitutes the Agents or any of the Arrangers as a
trustee or fiduciary of any other person.  (b)Neither the
Agents 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.  30.6Business
with the Group  Any of the Agents 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.  30.7Discretion
of the Agents  (a)The
Agents 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.  183


(b)The
Agents 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 the Parent and all the Obligors.  (c)The Agents may
engage, pay for and rely on the advice or services of any lawyers, accountants,
surveyors or other experts.  (d)The Agents may
act in relation to the Finance Documents through its personnel and agents.  (e)The Facility
Agent may execute on behalf of any L/C Bank any Documentary Credit issued under
this Agreement.  30.8Instructing
Groups Instructions  (a)Unless
a contrary indication appears in a Finance Document, the Facility Agent (or the
US Paying Agent, as applicable) shall (i) act in accordance with any
instructions given to it by an Instructing Group or Revolving Facility
Instructing Group, as applicable (or, if so instructed by an Instructing Group
or Revolving Facility Instructing Group, as applicable, 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 (i) an
Instructing Group will be binding on all the Finance Parties or (ii) a
Revolving Facility Instructing Group will be binding on all the Lenders under
the Revolving Facility.  (c)The
Facility Agent (or the US Paying Agent, as applicable) may refrain from acting
in accordance with the instructions of an Instructing Group, a Revolving
Facility 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, a Revolving Facility
Instructing Group, or, if appropriate, the Lenders, the Facility Agent (or the US
Paying Agent, as applicable) may act (or refrain from taking action) as it
considers to be in the best interests of the Lenders.  (e)None
of the Agents shall 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.  184


30.9No
Responsibility  None of the Agents 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 or an Obligor 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.  30.10Exclusion of
Liability  (a)Without limiting
paragraph (b) of this Clause, the Agents 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 either of the
Agents 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 14.8 (Notification)
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 14.8 (Notification) 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.  30.11Lender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 Agents from time to time on
demand by the Agents against any cost, loss or liability incurred by such Agent
(otherwise than by reason of its negligence or wilful misconduct) in acting as
an Agent under the Finance Documents (unless it has been reimbursed therefor by
an Obligor pursuant to the terms of the Finance Documents).  30.12Resignation  (a)The
Facility Agent or the US Paying Agent may resign and appoint one of its
Affiliates acting through an office in the United Kingdom (or, in the case of
the US Paying Agent, acting through an office in the State of New York) as
successor Agent by giving notice to the Lenders and the Company.  (b)The
Facility Agent or the US Paying 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
Company, in which case an Instructing Group may appoint a successor Facility
Agent (acting through an office in the United Kingdom), or a successor US
Paying Agent (acting through an office in  185


the State of New York), approved by the Company or
the US Borrower, acting reasonably.  If
an Instructing Group has not appointed a successor Facility Agent or successor
US Paying 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)
and/or the US Paying Agent may appoint a successor US Paying Agent (acting
through an office in the State of New York), approved by the Company, acting
reasonably.  (c)The
retiring Facility Agent or US Paying Agent, as applicable shall, at the
Borrowers 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 or US Paying Agent, as
applicable under the Finance Documents.  (d)The
resignation notice of the Facility Agent or the US Paying Agent shall only take
effect upon the appointment of a successor Facility Agent or US Paying Agent,
as applicable .  (e)Upon
the appointment of a successor, the retiring Facility Agent or US Paying Agent,
as applicable shall be discharged from any further obligation in respect of the
Finance Documents but shall remain entitled to the benefit of this
Clause 30.  The Facility Agents
successor or US Paying Agents successor, as applicable, 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 or successor
US Paying Agent, as applicable had been an original party as Facility Agent or
as US Paying Agent, as the case may be.  (f)Unless
otherwise agreed between the Administrative Agent and the Borrower, the
Administrative Agent shall automatically resign (and no successor shall need to
be appointed) on the day upon which it ceases to be a party to this Agreement
in the capacity as a Lender.  30.13Confidentiality  (a)The
Facility Agent (in acting as agent for the Finance Parties), the US Paying
Agent (in acting as US paying agent for the Lenders to the US Borrower) and the
Administrative Agent (in acting as agent for the Lenders) 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, US Paying Agent or the Administrative Agent it may be treated as confidential
to that division or department and the Facility Agent, US Paying Agent or the
Administrative Agent, as the case may be, 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  186


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.  30.14Facility Office  Each of the Agents 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.  30.15Lenders
Associated Costs Details  To the extent applicable, each Lender shall supply
the Facility Agent and/or the US Paying Agent, as applicable, with any information
required by the Facility Agent in order to calculate the Associated Costs Rate
in accordance with Schedule 6 (Associated Costs Rate).  30.16Credit Appraisal
by the Lenders  Without affecting the responsibility of the Parent
or any Obligor for information supplied by it or on its behalf in connection
with any Finance Document, each Lender confirms to each of the Agents, 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 Agents,
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.  30.17Deduction from
Amounts Payable by the Agents  If any amount is due and payable by any party to the
Facility Agent, the US Paying Agent or the Administrative Agent under any
Finance Document the Facility Agent, the US Paying Agent or the Administrative
Agent, as the case may be, may, after giving notice to that party, deduct an
amount not exceeding that amount from any payment to that party which the
Facility Agent, the US Paying Agent or the Administrative Agent would otherwise
be obliged to make under the Finance Documents and apply the amount deducted in
or towards  187


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.  30.18Obligors Agent  (a)The
Parent and each Obligor (other than the Company and the US Borrower)
irrevocably authorises the Company to act on its behalf as its agent in
relation to the Finance Documents and irrevocably authorises:  (i)the
Company 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 the Parent or
such Obligor, without further reference to or the consent of the Parent or such
Obligor; and  (ii)each
Finance Party to give any notice, demand or other communication to be given to
or served on the Parent or such Obligor pursuant to the Finance Documents to
the Company on its behalf,  and in each such case the Parent or such Obligor will
be bound thereby as though the Parent 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 the Parent or any
other Obligor, as the case may be, and whether occurring before or after such
person became party to this Agreement), shall be binding for all purposes on
the Parent and all other Obligors (other than the US Borrower) as if the Parent
or the other Obligors (other than the US Borrower) 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 the Parent or any other Obligor (other than the US Borrower), those of the
Obligors Agent shall prevail.  30.19Co-operation with
the Agents  Each Lender and each Obligor will co-operate with
each of the Agents to complete any legal requirements imposed on the Agents in
connection with the performance of its duties under this Agreement and shall
supply any information requested by the Agents in connection with the proper
performance of those duties provided that neither the Parent nor any 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 that neither the Parent nor any Obligor shall (and the Company
shall procure that no member of the Bank Group shall) be able to deny the
Agents 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.  30.20Know your client
checks  Nothing in this Agreement shall oblige the either of
the Agents or the Arrangers to carry out any know your client or other
applicable anti-money laundering checks in relation to the  188


identity of any person on behalf of any Lender and
each Lender confirms to the each of the Agents, 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.  30.21US Paying Agent  The Facility Agent shall 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 US Borrower under this
Agreement (and the US Borrower has the right to consent to such delegation).
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 US Borrowermay
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 US 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.  31.BORROWERS
INDEMNITIES  31.1General
Indemnities  With effect from the Merger
Closing Date, each of the Borrowers undertake, on a joint and several basis, 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 (i) its
funding or making arrangements to fund its portion of an Advance or (ii) its
issuing or making arrangements to issue a Documentary Credit or (iii) its
funding or making arrangements to fund any Ancillary Facility made available by
it, in each case requested by any 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).  31.2Break
Costs  (a)Each
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
Advance or Unpaid Sum being paid by that Borrower on a day other than the last
day of an Interest Period or Term for that Advance 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 or Term in which they accrue.  189


32.CURRENCY
OF ACCOUNT  32.1Currency  Sterling 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 17.3 (Tax Indemnity)
or Clause 18.1 (Increased Costs)
shall be made in the currency specified by the Finance Party claiming under it,
acting reasonably.  32.2Currency
Indemnity  If any sum due from the Parent or 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 the
Parent or 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, each 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.  33.PAYMENTS  33.1Payment
to the Facility Agent and the US Paying Agent  On each date on which this Agreement requires an
amount to be paid by the Parent or any Obligor or any of the Lenders under this
Agreement, the Parent or such Obligor or, as the case may be, such Lender shall
make the same available to the Facility Agent or, in the case of payments by
the US Borrower, the US Paying 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 or US Paying Agent, as applicable (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 or US Paying Agent,
as applicable to make available such persons portion of it to such other
person in accordance with Clause 33.2 (Same Day Funds).  190


33.2Same
Day Funds  Save as otherwise provided in this Agreement, each
payment received by the Facility Agent or US Paying Agent, as applicable 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
or any Optional Currency, in the applicable financial centre) as such person
shall have previously notified to the Facility Agent or US Paying Agent, as
applicable, for this purpose.  33.3Clear
Payments  Any payment required to be made by the Parent or 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.  33.4Partial
Payments  If the Facility Agent or US Paying Agent, as
applicable, receives a payment that is insufficient to discharge all the
amounts then due and payable by the Parent or any Obligor under the Finance
Documents, the Facility Agent or US Paying Agent, as applicable, 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 or US Paying
Agent, as applicable, and the L/C Bank 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 rataof 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 provided that each C Facility Lender agrees
that to the extent that (i) the net proceeds of any enforcement of
Security and (ii) any other recoveries and/or proceeds from any Obligor,
including without limitation, pursuant to a demand made under Clause 29 (Guarantees and Indemnity) (other than in the case of
sub-paragraph (ii), such other recoveries and/or proceeds from the Parent
or the Company) are to be applied in accordance with this Clause 33.4,
such proceeds shall be applied in accordance with this Clause 33.4 until
all amounts due under the Finance Documents (other than the C Facility
Liabilities) have been discharged in full.  33.5Indemnity  Where a sum is to be paid under the Finance
Documents to the Facility Agent or US Paying Agent, as applicable, for the
account of another person, the Facility Agent or US Paying Agent, as
applicable, 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  191


request refund the same to the Facility Agent or the
US Paying Agent, as applicable, together with an amount sufficient to indemnify
and hold harmless the Facility Agent or US Paying Agent, as applicable, 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.  33.6Notification
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, the Facility Agent or the US Paying Agent, as applicable, 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.  33.7Business
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.  34.SET-OFF  34.1Right
to Set-off  With effect from the Merger Closing Date, the Parent
and each of the Obligors authorises each Lender to apply any credit balance to
which the Parent or such Obligor is entitled on any account of the Parent or
such Obligor with that Lender in satisfaction of any sum due and payable from
the Parent or 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.  34.2No
Obligation  No Lender shall be obliged to exercise any right
given to it by Clause 34.1 (Right to Set-Off).  35.SHARING
AMONG THE FINANCE PARTIES  35.1Payments
to Finance Parties  If a Finance Party (a Recovering Finance Party) receives or recovers any amount
from the Parent or any Obligor other than in accordance with Clause 33 (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 33.4 (Partial Payments),
without taking account of any tax which would  192


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 33.4 (Partial Payments).  35.2Redistribution
of Payments  The Facility Agent shall treat the Sharing Payment
as if it had been paid by the Parent or the relevant Obligor and shall
distribute it between the Finance Parties (other than the Recovering Finance
Party) in accordance with Clause 33.4 (Partial Payments).  35.3Recovering
Finance Partys Rights  (a)On a
distribution by the Facility Agent under Clause 35.2 (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 Parent or 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.  35.4Reversal
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 35.2 (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.  35.5Exceptions  (a)This
Clause 35 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 Parent or the relevant Obligor.  (b)A
Recovering Finance Party is not obliged to share with any other Finance Party
under this Clause 35, 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  193


(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.  35.6Ancillary
Lenders  (a)This
Clause 35 shall not apply to any receipt or recovery by a Lender in its
capacity as an Ancillary Lender at any time prior to service of notice under
Clause 27.17 (Acceleration).  (b)Following
service of notice under Clause 27.17 (Acceleration),
this Clause 35 shall apply to all receipts or recoveries by Ancillary
Lenders except to the extent that the receipt or recovery represents a
reduction from the Designated Gross Amount for an Ancillary Facility to its
Designated Net Amount.  36.CALCULATIONS
AND ACCOUNTS  36.1Day
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.  36.2Reductions  Any repayment of any Advance denominated in an
Optional Currency shall reduce the amount of such Advance by the amount of such
Optional Currency repaid and shall reduce the Sterling Amount of such Advance
proportionately.  36.3Reference
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.  36.4Maintain
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.  36.5Control
Accounts  The Facility Agent shall
maintain on its books a control account or accounts in which shall be recorded:  (a)the
amount and the Sterling Amount of any Advance or Unpaid Sum and the face amount
and the Sterling Amount of any Documentary Credit, and each Lenders share in
it;  (b)the
Sterling Amount of the Ancillary Facility Commitment (if any) of each Lender ;  194


(c)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  (d)the amount of any
sum received or recovered by the Facility Agent under this Agreement and each
Lenders share in it.  36.6Prima
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 36.4 (Maintain Accounts)
and Clause 36.5 (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.  36.7Certificate
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 17.3 (Tax Indemnity)
or any Increased Cost pursuant to Clause 18.1 (Increased
Costs) shall, in the absence of manifest error, be prima facie evidence of the existence and amounts of the
specified obligations of the Borrowers.  36.8Certificate
of the Facility Agent  A certificate of the Facility Agent as to the amount
at any time due from any Borrower under this Agreement (or the amount which,
but for any of the obligations of any Borrower under this Agreement being or
becoming void, unenforceable or ineffective, at any time, would have been due
from such Borrower under this Agreement) shall, in the absence of manifest
error, be prima facieevidence for the purposes of
Clause 29 (Guarantee and Indemnity).  36.9Certificate
of L/C Bank  A certificate of an L/C Bank as to the amount paid
out or at any time due in respect of a Documentary Credit shall, absent
manifest error, be prima facie
evidence of the payment of such amounts or (as the case may be) of the amounts
outstanding in any legal action or proceedings arising in connection therewith.  37.ASSIGNMENTS
AND TRANSFERS  37.1Successors
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.  37.2Assignment
or Transfers by Obligors  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 other than:  (a)a
transfer made pursuant to the provisions of Clause 2.2 (Novation of B4 Facility); or  (b)except
in the case of any rights, benefits or obligations under the C Facility,
following not less than 10 Business Days prior consultation with the Facility
Agent, an assignment or transfer to another Borrower provided that no Event of
Default is continuing or would arise as a result of such assignment or
transfer.  195


37.3Assignments
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 37.4 (Assignments)
or transfer all or any of its rights, benefits and obligations under the
Finance Documents in accordance with Clause 37.5 (Transfer
Deed) provided that:  (i)the
prior consultation of the Company shall be required in respect of any
assignment or transfer arising prior to the achievement of Successful
Syndication;  (ii)the
prior consent of the Company is received in respect of any assignment or
transfer after the achievement of a Successful Syndication, such consent not to
be unreasonably withheld, provided that:  (A)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 Company;  (B)no
consent shall be required in the case of any assignment or transfer by a Lender
to its Affiliate (or in the case of any Lender which constitutes a fund advised
and/or managed by a common entity or an Affiliate thereof, to any other fund
managed by such common entity or Affiliate) which is either a Qualifying UK
Lender (in the case of a participation to a UK Borrower) or a US Accession
Lender (in the case of a participation to the US Borrower); and  (C)no
consent shall be required in the case of any assignment or transfer to any
third party at any time after the occurrence of a Major Event of Default which
is continuing; and  (iii)the
proposed Transferee makes one of the representations set out in
paragraph 8 of the Transfer Deed and provides the Company with the
information required under paragraph 9 of the Transfer Deed.  (b)No
Lender shall be entitled to:  (i)effect
any assignment or transfer:  (A)in
respect of any portion of its Commitment and/or Outstandings under any
individual Facility in an amount of less than £1,000,000, $1,000,000 or 1,000,000
(in the case of participations in Advances denominated in Sterling, Dollars or
Euro respectively) (or its equivalent as at the date of such assignment or
transfer);  (B)which
would result in it or the proposed assignee or transferee holding an aggregate
participation of more than zero but less than £5,000,000 (or its equivalent as
at the date of such assignment or transfer) 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
£1,000,000, $1,000,000 or 1,000,000 (in the case of participations in Advances
denominated in Sterling, Dollars or Euro respectively) in the Facilities; or  196


(C)in
relation to its participation in the Revolving Facility other than to the
extent such transfers and assignments are on a pro rata basis as between the
relevant Lenders Commitment under and participation in Outstandings under the
Revolving Facility;  (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 43.4 (Consent);
or  (iii)effect
any assignment or transfer of any Facility to a person who is a US Accession
Lender, other than in respect of the B4 Facility.  (c)If:  (i)any
sum payable to any Lender by an Obligor is required to be increased under
Clause 17.1 (Tax Gross-up);  (ii)a
Lender claims indemnification from a Borrower under the provisions of
Clause 17.3 (Tax Indemnity) or
Clause 18.1 (Increased Costs); or  (iii)any
Lender becomes a Non-Consenting Lender or a Non-Funding Lender,  the Company 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 (including any
rights and obligations it may have in its capacity as a Hedge Counterparty) to
any person selected by the Company 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)(i) of this Clause 37.3, any participations held by
funds advised and/or managed by a common entity or an Affiliate thereof may be
aggregated.  (e)Notwithstanding
any other provision of this Agreement, the consent of the L/C Bank shall be
required (such consent not to be unreasonably withheld or delayed) for any
assignment or transfer of any Lenders rights and/or obligations under the
Revolving Facility provided that in relation to any assignment or transfer
required by the Borrower under paragraph (c), the L/C Bank may not
withhold such consent unless, acting reasonably, the reason for so doing
relates to the creditworthiness of the proposed assignee or transferee.  (f)Notwithstanding
any other provision of this Clause 37.3 (Assignments
or Transfers by Lenders), no assignment or transfer shall be
permitted to settle or otherwise become effective within the period of five
Business Days prior to (a) the end of any Interest Period or (b) any
Repayment Date.  37.4Assignments  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  197


as having the rights against each of them which it
would have had if it had been such a party to this Agreement.  37.5Transfer
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, the Ultimate
Parent, the Parent, 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 37.5 as discharged rights and
obligations);  (ii)the
Ultimate Parent, the Parent, 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 the Ultimate Parent, the Parent, such Obligor and such Transferee
have assumed and/or acquired the same in place of the Ultimate Parent, the
Parent, 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 the Parent or 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.  37.6Transfer
Fee  On the date upon which a transfer takes effect
pursuant to Clause 37.5 (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
Syndication Date.  37.7Disclosure
of Information  (a)Each
of the Agents, the Security Trustee, the Bookrunners, the Arrangers, the  198


Lenders, the L/C Bank and any Ancillary Facility
Lender 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 Agents, the Security Trustee, the Bookrunners, the Arrangers,
the Lenders, the L/C Bank or such Ancillary Facility 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 Agents, the Security Trustee, the Bookrunners,
the Arrangers, the Lenders, the L/C Bank and any Ancillary Facility 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 37.7 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 Parent, the 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 relation to this Agreement shall first have
entered into a confidentiality undertaking on substantially the same terms as
this Clause 37.7.  37.8No
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 17.1 (Tax Gross-Up),
17.3 (Tax Indemnity) or Clause 18 (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.  37.9Notification  The Facility Agent shall, within 10 Business Days of
receiving a Transfer Deed or a notice relating to an assignment pursuant to
Clause 37.4 (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 US Paying
Agent and the Borrowers of any such assignment, transfer or change in Facility
Office, as the case may be.  199


38.COSTS
AND EXPENSES  38.1Transaction
Costs  Each 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 a 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 prior to the
Syndication Date (including publicity expenses) up to the levels agreed with
the Company.  38.2Preservation
and Enforcement Costs  Each 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.  38.3Stamp
Taxes  Each 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 38.3.  38.4Amendments,
Consents and Waivers  If an Obligor requests any amendment, consent or
waiver in accordance with Clause 43 (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.  38.5Lenders
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 Agents, 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.  38.6Value
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  200


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.  39.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.  40.NOTICES
AND DELIVERY OF INFORMATION  40.1Writing  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.  40.2Giving
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 Agents 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 Agents 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 Agents shall be effective only when
received by the Agents and then only if the same is expressly marked for the
attention of the department or officer identified with the Agents signature
below (or such other department or officer as the relevant Agent shall from
time to time specify by not less than 10 Business Days prior written
notice to the Company for this purpose).  40.3Use
of Websites/E-mail  (a)An
Obligor may (and upon request by any of the Agents, 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 Company and the
Facility Agent (the Designated Website)
or by e-mailing  201


such information to the Agents, if:  (i)the
Agents expressly agree 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 Company and the Agents 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 Company and each of
the Agents.  (b)If
any Lender (a Paper Form Lender)
objects to the delivery of information electronically then the Agents shall
notify the Company accordingly and the Company shall supply the information to
the Agents (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 Company 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 Company
shall comply with any such request within 10 Business Days.  (e)Subject
to the other provisions of this Clause 40.3, 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 Agents hereby expressly
agree that:  (i)they will accept
delivery of documents required to be delivered under Clause 22 (Financial Information) by the posting of
such documents to the Designated Website or by email delivery to the Agents;
and  (ii)they have agreed
to the format of the information required to be delivered under Clause 22
(Financial Information).  40.4Public
Information  (a)The
Company hereby acknowledges that certain of the Lenders may be public-side
Lenders (i.e., Lenders that do not wish to receive material non-public
information with respect to the Company, the Group and/or its business) (each,
a Public Lender).  (b)The Company hereby agrees
that if and for so long as any member of the Group is the issuer of any
outstanding debt or equity securities that are registered or issued pursuant to
a private offering or is actively contemplating issuing any such securities it
will use commercially reasonable efforts to identify that portion of any
materials and/or information provided by or on behalf of the Company hereunder
(collectively, Company Materials) that may be
distributed to the Public Lenders and that:  202


(i)all such Company
Materials shall be clearly and conspicuously marked PUBLIC which, at a
minimum, shall mean that the word PUBLIC shall appear prominently on the
first page thereof;  (ii)by marking Company
Materials PUBLIC, the Company shall be deemed to have authorized the Agents
and the Lenders to treat such Company Materials as not containing any material
non-public information (although it may be sensitive and proprietary) with
respect to the Company, the Group and/or its business for purposes of United
States Federal and state securities laws;  (iii)all Company
Materials marked PUBLIC shall be made available on the Designated Website
under the title PUBLIC; and  (iv)the Agents shall
be entitled to post any Company Materials that are not marked PUBLIC on to
the Designated Website without specifying in the title of such document whether
such information is public.  (c)Notwithstanding
the foregoing, the Company shall be under no obligation to mark any Company
Materials PUBLIC. Each of Agents and the Lenders hereby acknowledge that in
respect of any obligation of the Obligors to deliver information to the Finance
Parties under this Agreement, such obligation shall be deemed to have been
satisfied notwithstanding the determination of any Public Lender not to view
such information by reason of it not having been marked with the title
PUBLIC.  The foregoing provisions of
this Clause 40.4 shall be without prejudice to the provisions of Clauses 30 (Agents) or 37.7 (Disclosure of Information)
hereof.  40.5Electronic Communication  (a)Any communication to be made between
the Agents and any Lender under or in connection with the Finance Documents may
be made by electronic mail or other electronic means, if the relevant 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 Agents 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 an Agent only if it is addressed in such a
manner as the Facility Agent shall specify for this purpose.  40.6Certificates 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.  203


40.7Patriot
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 Company
that pursuant to the requirements of the Act, it is required to obtain, verify
and record information that identifies the Ultimate Parent, the Parent, the
Company and the other Obligors and other information that will allow such
Lender to identify Parent, the Company and the other Obligors in accordance
with the Act.  41.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.  42.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.  43.AMENDMENTS  43.1Amendments
Generally  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 and any amendments
relating to a Hedging Agreement shall only be made in accordance with the
provisions of such Hedging Agreement, in each case notwithstanding any other
provisions of the Finance Documents.  43.2Amendments
relating to Baseball  Except as provided in Clause 43.4 (Consents), 43.5 (Technical Amendments),
43.6 (Guarantees and Security) and 43.7 (Release of Guarantees and Security), the Facility Agent, if
it has the prior written consent of a Baseball Instructing Group (for this
purpose, within the meaning of paragraph (a) of that definition) and
the Obligors affected thereby, may agree in writing to amend or waive, or to consent
to, any of the following provisions with respect to the A1 Facility and the B1
Facility:  (a)the definitions
of Baseball Acquisition, Baseball Bidcos, 
Baseball Cash Bidco, Baseball Certain Funds Period, Baseball
Clean-Up Period, Baseball Drawstop Default, Baseball Effective Date, Baseball
Group, Baseball Implementation Agreement, Baseball Press Release, Baseball
Resolutions, Baseball Scheme,  204


Baseball Scheme Circular, Baseball Scheme
Document, Baseball Shares, Baseball Stock Bidco and Total Baseball Debt.  (b)paragraphs (b) and
(c) of Clause 2.1 (The Facilities);  (c)paragraph (b) of
Clause 2.3 (Purpose);  (d)Clause 3.2 (Baseball Conditions Precedent);  (e)Clause 3.4 (Baseball Conditions Subsequent);  (f)Clause 3.6 (Baseball Certain Funds Period);  (g)Clause 27.20
(Baseball Clean-Up Period);  (h)any matter listed
in Part 2 of Schedule 4 (Conditions Precedent to
First Baseball Utilisation) and Part 7 of Schedule 4 (Baseball Conditions Subsequent); and  (i)any other
provision of this Agreement where the prior consent of a Baseball Instructing
Group is expressly required,  in each case, except to the extent that such
amendment, waiver or consent relates to Security.  Any such amendments, consents or waivers so
agreed shall be binding on all the Finance Parties and the Obligors.  43.3Amendments
relating to Alternative Baseball Financing  The Facility Agent, if it has the prior written
consent of all of the Baseball Lenders (for this purpose, falling within the
meaning of paragraph (b) of that definition) and the Obligors
affected thereby, may agree in writing to any change to this Agreement, for the
purposes of giving effect to a commitment provided by such Baseball Lenders
relating to any Alternative Baseball Financing and the new facilities to be
provided thereunder and the associated Alternative Baseball Acquisition, which
amends or replaces or is intended to amend or replace the provisions set out
in:  (a)paragraphs (b) and
(c) of Clause 2.1 (The Facilities);  (b)paragraph (b) of
Clause 2.3 (Purpose);  (c)Clause 3.2 (Baseball Conditions Precedent);  (d)Clause 3.4 (Baseball Conditions Subsequent);  (e)Clause 3.6 (Baseball Certain Funds Period);  (f)Clause 27.20
(Baseball Clean-Up Period);  (g)Clause 9 (Repayment of Term Facility Outstandings) to the extent that
such changes amend or replace provisions relating to the A1 Facility and B1
Facility, except where such changes provide for a final maturity date in
respect of the Alternative Baseball Facility which is earlier than the Final
Maturity Date in respect of the A Facility or in the case of amortising debt,
where the average life of such Alternative Bridge Facility would be shorter
than the average life of the A Facility;  (h)Clause 11 (Voluntary Prepayment) and Clause 12 (Mandatory Prepayment and Cancellation) to the extent that
such changes amend or replace provisions relating to  205


the A1 Facility and B1 Facility, and provided that
such changes do not have the effect of altering the timing or amount of
payments payable to any Lender in respect of the A Facility, B2 Facility, B3
Facility, B4 Facility, B5 Facility, B6 Facility, C Facility or Revolving Credit
Facility;  (i)Clause 14 (Interest as Term Facility Advances) to the extent that such
changes amend or replace provisions relating to the A1 Facility and B1
Facility;  (j)Clause 17.1
(Tax Gross Up) to the extent that such
changes relate to the Relevant Tax Jurisdiction of the relevant borrower of the
Alternative Baseball Financing;  (k)Clause 21 (Representations and Warranties) in relation to the
representations and warranties to be given to the Baseball Lenders (for this
purpose, falling within the definition of paragraph (b) of such
definition);  (l)Clause 37 (Assignment or Transfers by Lenders) to the extent that such
changes relate to the assignment or transfer of any commitments or outstandings
under the Alternative Baseball Financing;  (m)Clause 43.2
(Amendments relating to Baseball);  (n)Part 1 of
Schedule 1 (Lenders and Commitments) and Part 2
of Schedule 1 (Lenders Tax Status) to the extent
such changes amend or replace the then existing Lenders to include the Baseball
Lenders;  (o)Part 2 of
Schedule 4 (Conditions Precedent to First Baseball Utilisation)
and Part 7 of Schedule 4 (Baseball Conditions
Subsequent) for the purposes of amending and replacing the list of
required documentary conditions precedent to the Alternative Baseball Financing;  (p)any of the
definitions contained in Clause 1.1 (Definitions)
for the purposes of removing all references to and all derivatives of the A1
Facility and the B1 Facility and incorporating such definitions as may be
necessary for the purposes of giving effect to the changes described in this
Clause 43.3, and  (q)such other
amendments to or replacements of the provisions of this Agreement, which are of
a technical or mechanical nature provided that such amendments or replacements
do not prejudice the interests of the Lenders under the A Facility, B2
Facility, B3 Facility, B4 Facility, B5 Facility, B6 Facility, C Facility or
Revolving Credit Facility.  in each case, except to the extent that such
amendment, waiver or consent relates to Security.  Any such amendments, consents or waivers so
agreed shall be binding on all the Finance Parties and the Obligors.  43.4Consents  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 the
Parent or any Obligor under this Agreement to which such Lender is entitled;  206


(c)a decrease in any
Applicable Margin for, or the principal amount of, any Advance, any Documentary
Credit or any interest payment, fees or other amounts due under this Agreement
to such Lender from the Parent or 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);  (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
the Parent or any Obligor or any other party to this Agreement;  (f)the deferral of
any Termination Date;  (g)any reduction to
the percentage set forth in the definition of Instructing Group or Baseball
Instructing Group; or  (h)a change to any
provision which contemplates the need for the consent or approval of all the
Lenders.  43.5Technical
Amendments  Notwithstanding any other provision of this
Clause 43, the Facility Agent may at any time without the consent or
sanctions of the Lenders, concur with the Company 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 Company to the Lenders
as soon as practicable thereafter.  43.6Guarantees
and Security  A waiver of issuance or the release of any Guarantor
from any of its obligations under Clause 29 (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 affected Lenders whose
Available Commitments plus Outstandings amount in aggregate to more than 90 per
cent. of the Available Facilities plus aggregate Outstandings.  43.7Release
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, assets or revenues 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, assets or revenues from Security constituted by any relevant Security
Document or certify that any floating charge constituted by any relevant
Security Documents over such assets, revenues or rights has not crystallised;
and  (ii)release any
person which as a result of that disposal, ceases to be the Parent or any
Obligor, from any guarantee, indemnity or Security Document to  207


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 or to deliver a certificate of non-crystallisation
on account of a disposal as described in that paragraph described in that
paragraph if:  (i)the disposal is
permitted under Clause 25.6 (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 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.  (c)If at any time, a
Compliance Certificate delivered pursuant to Clause 22.5(a) (Compliance Certificates) shows that the Obligors under this
Agreement at the relevant time represent a percentage which is greater than
that required to satisfy the 80% Security Test and the Company is able, at such
time, to demonstrate to the satisfaction of the Facility Agent (acting
reasonably) that upon the release of one or more specified Obligors from its
obligations under this Agreement the 80% Security Test would continue to be
satisfied, the Security Trustee shall (and it is hereby authorised by the other
Finance Parties to) at the request and cost of the Company, execute such
documents as may be required to release such specified Obligors from any
guarantees, indemnities and Security Documents to which it is a party and to
release it from its other obligations under any Finance Document.  (d)Notwithstanding
the foregoing provisions of this Clause , in the event that the Company
elects to raise or incur any Stand Alone Baseball Financing in accordance with
the provisions of this Agreement, and immediately prior to such raising or
incurrence, any member of the Baseball Group has granted any guarantee and/or
security in respect of the Facilities, such member of the Baseball Group shall
be released from any such guarantee and/or security immediately prior to such
raising or incurrence, or in the event that the proceeds of such Stand Alone
Baseball Financing are being used to prepay A1 Facility Outstandings and B1
Facility Outstandings in accordance with Clause 11.1 (Voluntary
Prepayment), simultaneously with such prepayment.  43.8Amendments
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 Clauses 30 (Agents),
Clause 38 (Costs and Expenses) or this
Clause 43; 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.  208


43.9Calculation
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 Company
shall specify), shall be excluded from the calculation in determining whether
the requisite level of consent to such waiver or amendment was granted.  43.10[Reserved]  44.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 5.9 (Exclusion of Liability),
Clause 17.3 (Tax Indemnity), Clause 18 (Increased Costs) and Clause 30.10 (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.  45.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.  46.GOVERNING
LAW  46.1Governing
Law of Agreement  This Agreement shall be governed by, and construed
in accordance with, English Law.  46.2Governing
Law of Claims Against the US Borrower  Notwithstanding the provisions of Clause 46.1 (Governing Law of Agreement), any
proceedings in relation to a debt claim against the US Borrower shall be
governed by the internal laws of the state of New York, provided always that no
other Obligor may rely upon, or otherwise challenge any right of any Finance
Party on the basis of this Clause 46.2.  47.JURISDICTION  47.1Courts  (a)The
US Borrower and each of the other parties to this Agreement irrevocably agrees
for the benefit of the Finance Parties that the courts of the State of New York
and/or the federal courts of the United States of America sitting in the State
of New York in diversity jurisdiction 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 the rights or obligations of the US
Borrower under the Finance Documents and, for such purposes, irrevocably
submits to the jurisdiction of such  209


courts.  (b)Each of the
parties to this Agreement irrevocably agrees for the benefit of each of the
Finance Parties that, except as set forth in paragraph (a) above, 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.  47.2Waiver  Each of the Obligors other than the US 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.  The US Borrower and each of the Finance
Parties irrevocably waives any objection which it might now or hereafter have
to Proceedings being brought by or against the US Borrower or Disputes with the
US Borrower being settled in the courts of the State of New York.  47.3Service
of Process  Each of the Obligors (other than the US Borrower)
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 and the Company, by its signature to this Agreement, accepts its
appointment as such in respect of each such Obligor.  If the appointment of the person mentioned in
this Clause 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.  47.4Proceedings
in Other Jurisdictions  Nothing in Clause 47.1(b) (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 other than the US Borrower 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.  47.5General
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.  47.6Waiver
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.  210


This
Agreement has been entered into on the date stated at the beginning of this
Agreement.  211


SCHEDULE
1  PART 1
- LENDERS AND COMMITMENTS  Lender
  
  Revolving
  Facility
  Commitment
  
  A Facility
  Commitment
  
  A1 Facility
  Commitment
  
  B1 Facility
  Commitment
  
  B2 Facility
  Commitment
  
  B3 Facility
  Commitment
  
  B4 Facility
  Commitment
  
  B5 Facility
  Commitment
  
  B6 Facility
  Commitment(£)
  
  (£)
  
  (£)
  
  (£)
  
  (£)
  
  ()
  
  ($)
  
  (£)
  
  (£)Deutsche
  Bank AG, London Branch
  
  25,000,000
  
  837,500,000
  
  43,750,000
  
  75,000,000
  
  106,258,206.03
  
  151,515,000
  
  196,969,500
  
  118,000,000
  
  60,000,000JPMorgan
  Chase Bank, National Association
  
  25,000,000
  
  837,500,000
  
  43,750,000
  
  75,000,000
  
  106,258,206.03
  
  151,515,000
  
  196,969,500
  
  118,000,000
  
  60,000,000The
  Royal Bank of Scotland plc
  
  25,000,000
  
  837,500,000
  
  43,750,000
  
  75,000,000
  
  74,380,393.57
  
  106,060,000
  
  137,878,000
  
  n/a
  
  n/aGoldman
  Sachs International Bank
  
  25,000,000
  
  837,500,000
  
  n/a
  
  n/a
  
  63,755,624.93
  
  90,910,000
  
  118,183,000
  
  n/a
  
  n/aGoldman
  Sachs Credit Partners L.P.
  
  n/a
  
  n/a
  
  43,750,000
  
  75,000,000
  
  n/a
  
  n/a
  
  n/a
  
  118,000,000
  
  60,000,000BNP
  Paribas
  
  n/a
  
  n/a
  
  n/a
  
  n/a
  
  n/a
  
  n/a
  
  n/a
  
  118,000,000
  
  60,000,000Citibank
  N.A.
  
  n/a
  
  n/a
  
  n/a
  
  n/a
  
  n/a
  
  n/a
  
  n/a
  
  118,000,000
  
  60,000,000Total Commitments
  
  100,000,000
  
  3,350,000,000
  
  175,000,000
  
  300,000,000
  
  350,652,430.56
  
  500,000,000
  
  650,000,000
  
  590,000,000
  
  300,000,000  212


PART 2 - LENDERS TAX STATUS  Lender
  
  Tax StatusDeutsche Bank
  AG, London Branch
  
  UK Bank LenderJPMorgan Chase
  Bank, National Association
  
  UK Bank LenderThe Royal Bank
  of Scotland plc
  
  UK Bank LenderGoldman Sachs
  International Bank
  
  UK Bank LenderGoldman Sachs
  Credit Partners L.P.
  
  UK Treaty
  Lender  213


PART 3 - B2 FACILITY LENDERS, B3 FACILITY
LENDERS AND B4 FACILITY LENDERS  Deutsche Bank AG,
London Branch  JPMorgan Chase
Bank, National Association  The Royal Bank of
Scotland plc  Goldman Sachs
Credit Partners L.P.  214


SCHEDULE 2  PART 1 - THE ORIGINAL GUARANTORS  Name
  
  Jurisdiction of
   Incorporation
  
  Company
  number (if
  applicable)NTLAndover Cablevision Limited
  
  England
  
  1932254Anglia Cable Communications Limited
  
  England
  
  2433857Berkhamsted Properties & Building
  Contractors Limited
  
  England
  
  958564Cable Television Limited
  
  England
  
  683065Cable Thames Valley Limited
  
  England
  
  2254089CableTel Cardiff Limited
  
  England
  
  2740659Cabletel (UK) Limited
  
  England
  
  2835551CableTel Central Hertfordshire Limited
  
  England
  
  2347168CableTel Hertfordshire Limited
  
  England
  
  2381354CableTel Herts and Beds Limited
  
  England
  
  1785533CableTel Investments Limited
  
  England
  
  3157216CableTel Newport
  
  England
  
  2478879CableTel North Bedfordshire Limited
  
  England
  
  2455397CableTel Scotland Limited
  
  Scotland
  
  SC119938CableTel Surrey and Hampshire Limited
  
  England
  
  2740651CableTel Telecom Supplies Limited
  
  England
  
  2919285CableTel West Glamorgan Limited
  
  England
  
  623197CableTel West Riding Limited
  
  England
  
  2372564Cambridge Cable Services Limited
  
  England
  
  3262220Cambridge Holding Company Limited
  
  England
  
  2955679CCL Corporate Communications Services
  Limited
  
  England
  
  2425789Chartwell Investors L.P.
  
  DelawareColumbia Management Limited
  
  England
  
  2361163ComTel Cable Services Limited
  
  England
  
  2265315ComTel Coventry Limited
  
  England
  
  277802Credit-Track Debt Recovery Limited
  
  England
  
  277802Diamond Cable (Bassetlaw) Limited
  
  England
  
  3020785Diamond Cable (Burton-Upon-Trent) Limited
  
  England
  
  3016632Diamond Cable (Chesterfield) Limited
  
  England
  
  3155292Diamond Cable (Grantham) Limited
  
  England
  
  2449143  215


Name
  
  Jurisdiction of
   Incorporation
  
  Company
  number (if
  applicable)Diamond Cable (Grimclee) Limited
  
  England
  
  2476662Diamond Cable (Hinckley) Limited
  
  England
  
  3016600Diamond Cable (Leicester) Limited
  
  England
  
  2309938Diamond Cable (Lincoln) Limited
  
  England
  
  2476654Diamond Cable (Lincolnshire) Limited
  
  England
  
  3020780Diamond Cable (Mansfield) Limited
  
  England
  
  2379153Diamond Cable (Melton Mowbray) Limited
  
  England
  
  2449137Diamond Cable (Newark-On-Trent) Limited
  
  England
  
  2449141Diamond Cable (Ravenshead) Limited
  
  England
  
  3020784Diamond Cable (Vale Of Belvoir) Limited
  
  England
  
  3155311Diamond Cable Acquisitions Limited
  
  England
  
  2417366Diamond Cable Communications Limited
  
  England
  
  2965241Diamond Cable Construction Limited
  
  England
  
  2379018Diamond Cable CPE Limited
  
  England
  
  2459844Diamond Holdings Limited
  
  England
  
  3483724Diamond Visual Communications Limited
  
  England
  
  3020782Digital Television Network Limited
  
  England
  
  3288768DTELS Limited
  
  England
  
  2834403East Coast Cable Limited
  
  England
  
  2352468East Midlands Cable Communications Limited
  
  England
  
  2457536East Midlands Cable Group Limited
  
  England
  
  3030063East Midlands Cable Holdings Limited
  
  England
  
  3022472Enablis Limited
  
  England
  
  3144815Heartland Cablevision (UK) Limited
  
  England
  
  2415170Heartland Cablevision II (UK) Limited
  
  England
  
  2443617Herts Cable Limited
  
  England
  
  2390426Jewel Holdings Limited
  
  England
  
  3085518Lanbase European Holdings Limited
  
  England
  
  2529290Lanbase Limited
  
  England
  
  2617729LCL Cable (Holdings) Limited
  
  England
  
  3030067LCL Telephones Limited
  
  England
  
  2835893Lichfield Cable Communications Limited
  
  England
  
  3016595Maza Limited
  
  England
  
  2785299Metro Hertfordshire Limited
  
  England
  
  3092899  216


Name
  
  Jurisdiction of
   Incorporation
  
  Company
  number (if
  applicable)Metro South Wales Limited
  
  England
  
  3092897NNS UK Holdings 1 LLC
  
  DelawareNNS U.K. Holdings 2, Inc.
  
  DelawareNorth CableComms Holdings, Inc.
  
  DelawareNorth CableComms L.L.C.
  
  DelawareNorth CableComms Management, Inc.
  
  DelawareNorthampton Cable Television Limited
  
  England
  
  2475464NTL (Aylesbury and Chiltern) Limited
  
  England
  
  2416084NTL (B) Limited
  
  England
  
  2735732NTL (Broadland) Limited
  
  England
  
  2443741NTL (Chichester) Limited
  
  England
  
  3056817NTL (City & Westminster) Limited
  
  England
  
  2809080NTL (County Durham) Limited
  
  England
  
  3128449NTL (CRUK) Limited
  
  England
  
  2329254NTL (CWC Holdings)
  
  England
  
  3922682NTL (CWC) Corporation Limited
  
  England
  
  2719477NTL (CWC) Limited
  
  England
  
  3288998NTL (CWC) Management Limited
  
  England
  
  2924200NTL (CWC) No. 2 Limited
  
  England
  
  2441766NTL (CWC) No. 3 Limited
  
  England
  
  2441768NTL (CWC) No. 4 Limited
  
  England
  
  2351068NTL (CWC) Programming Limited
  
  England
  
  3403986NTL (CWC) UK
  
  England
  
  2463427NTL (Ealing) Limited
  
  England
  
  1721894NTL (Eastbourne and Hastings) Limited
  
  England
  
  3074517NTL (Fenland) Limited
  
  England
  
  2459153NTL (Greenwich and Lewisham) Limited
  
  England
  
  2254009NTL (Hampshire) Limited
  
  England
  
  2351070NTL (Harrogate) Limited
  
  England
  
  2404019NTL (Harrow) Limited
  
  England
  
  2459179NTL (Kent) Limited
  
  England
  
  2456153NTL (Lambeth and Southwark) Limited
  
  England
  
  2277986NTL (Leeds) Limited
  
  England
  
  2400103NTL (Norwich) Limited
  
  England
  
  2332233  217


Name
  
  Jurisdiction of
   Incorporation
  
  Company
  number (if
  applicable)NTL (Peterborough) Limited
  
  England
  
  2332232NTL (South East) Limited
  
  England
  
  1870928NTL (South London) Limited
  
  England
  
  0657093NTL (Southampton and Eastleigh) Limited
  
  England
  
  1866504NTL (Sunderland) Limited
  
  England
  
  2402393NTL (Thamesmead) Limited
  
  England
  
  2461140NTL (Triangle) LLC
  
  DelawareNTL (V) Limited
  
  England
  
  2719474NTL (Wandsworth) Limited
  
  England
  
  1866178NTL (Wearside) Limited
  
  England
  
  2475099NTL (West London) Limited
  
  England
  
  1735664NTL (Yorcan) Limited
  
  England
  
  2371785NTL (York) Limited
  
  England
  
  2406267NTL Acquisition Company Limited
  
  England
  
  2270117NTL Bolton Cablevision Holding Company
  
  England
  
  2422198NTL Bromley Company
  
  DelawareNTL Business (Ireland) Limited
  
  England
  
  3284482NTL Business Limited
  
  England
  
  3076222NTL Cablecomms Bolton
  
  England
  
  1883383NTL Cablecomms Bromley
  
  England
  
  2422195NTL Cablecomms Bury and Rochdale
  
  England
  
  2446183NTL Cablecomms Cheshire
  
  England
  
  2379804NTL Cablecomms Derby
  
  England
  
  2387713NTL Cablecomms East Lancashire
  
  England
  
  2114543NTL Cablecomms Greater Manchester
  
  England
  
  2407924NTL Cablecomms Group Limited
  
  England
  
  3024703ntl CableComms Group, Inc.
  
  DelawareNTL Cablecomms Holdings No. 1 Limited
  
  England
  
  3709869NTL Cablecomms Holdings No. 2 Limited
  
  England
  
  3709840NTL Cablecomms Lancashire No. 1
  
  England
  
  2453249NTL Cablecomms Lancashire No. 2
  
  England
  
  2453059NTL Cablecomms Limited
  
  England
  
  2664006NTL Cablecomms Macclesfield
  
  England
  
  2459067NTL Cablecomms Manchester Limited
  
  England
  
  2511868  218


Name
  
  Jurisdiction of
   Incorporation
  
  Company
  number (if
  applicable)NTL Cablecomms Oldham and Tameside
  
  England
  
  2446185NTL Cablecomms Solent
  
  England
  
  2422654NTL Cablecomms Staffordshire
  
  England
  
  2379800NTL Cablecomms Stockport
  
  England
  
  2443484NTL Cablecomms Surrey
  
  England
  
  2531586NTL Cablecomms Sussex
  
  England
  
  2266092NTL Cablecomms Wessex
  
  England
  
  2410378NTL Cablecomms West Surrey Limited
  
  England
  
  2512757NTL Cablecomms Wirral
  
  England
  
  2531604NTL Cambridge Limited
  
  England
  
  2154841NTL Chartwell Holdings 2, Inc.
  
  DelawareNTL Chartwell Holdings, Inc.
  
  DelawareNTL Chartwell Holdings Limited
  
  England
  
  3290823NTL Communications Services Limited
  
  England
  
  3403985NTL Darlington Limited
  
  England
  
  2533674NTL Derby Cablevision Holding Company
  
  England
  
  2422310Virgin Media Dover LLC (formerly known as
  NTL Dover LLC)NTL Equipment No. 1 Limited
  
  England
  
  2794518NTL Equipment No. 2 Limited
  
  England
  
  2071491NTL Finance Limited
  
  England
  
  5537678NTL Glasgow
  
  Scotland
  
  SC075177NTL Glasgow Holdings Limited
  
  England
  
  4170072Virgin Media Limited (formerly known as NTL
  Group Limited)
  
  England
  
  2591237NTL Holdings (Broadland) Limited
  
  England
  
  2427172NTL Holdings (East London) Limited
  
  England
  
  2032186NTL Holdings (Fenland) Limited
  
  England
  
  2427199NTL Holdings (Leeds) Limited
  
  England
  
  02766909NTL Holdings (Norwich) Limited
  
  England
  
  2332233NTL Holdings (Peterborough) Limited
  
  England
  
  2332232NTL Internet Limited
  
  England
  
  2985161NTL Internet Services Limited
  
  England
  
  4038930Virgin Media
  Investment Holdings Limited (formerly known as NTL Investment Holdings
  Limited)
  
  England
  
  3173552  219


Name
  
  Jurisdiction of
   Incorporation
  
  Company
  number (if
  applicable)NTL Irish Holdings Limited
  
  England
  
  5313953NTL Kirklees
  
  England
  
  2495460NTL Kirklees Holdings Limited
  
  England
  
  4169826NTL Limited
  
  England
  
  2586701NTL Manchester Cablevision Holding Company
  
  England
  
  2455631NTL Microclock Services Limited
  
  England
  
  2861856NTL Midlands Limited
  
  England
  
  2357645NTL Milton Keynes Limited
  
  England
  
  2410808NTL National Networks Limited
  
  England
  
  5174655NTL Networks Limited
  
  England
  
  3045209NTL North CableComms Holdings, Inc.
  
  DelawareNTL North CableComms Management, Inc.
  
  DelawareNTL Partcheer Company Limited
  
  England
  
  2861817NTL Programming Subsidiary Company
  
  DelawareNTL Rectangle Limited
  
  England
  
  4329656NTL Sideoffer Limited
  
  England
  
  2927099NTL Solent Company
  
  DelawareNTL Solent Telephone and Cable TV Company
  Limited
  
  England
  
  2511653NTL South CableComms Holdings, Inc.
  
  DelawareNTL South CableComms Management, Inc.
  
  DelawareNTL South Central Limited
  
  England
  
  2387692NTL South Wales Limited
  
  England
  
  2857050NTL Streetunique Projects Limited
  
  England
  
  2851203NTL Streetunit Projects Limited
  
  England
  
  2851201NTL Streetusual Services Limited
  
  England
  
  2851019NTL Streetvision Services Limited
  
  England
  
  2851020NTL Streetvital Services Limited
  
  England
  
  2851021NTL Streetwarm Services Limited
  
  England
  
  2851011NTL Streetwide Services Limited
  
  England
  
  2851013NTL Strikeagent Trading Limited
  
  England
  
  2851014NTL Strikeamount Trading Limited
  
  England
  
  2851015NTL Strikeapart Trading Limited
  
  England
  
  2851018NTL Surrey Company
  
  DelawareNTL Sussex Company
  
  Delaware  220


Name
  
  Jurisdiction of
  Incorporation
  
  Company
  number (if
  applicable)NTL Systems Limited
  
  England
  
  3217975NTL Technical Support Company Limited
  
  England
  
  2512756NTL Teesside Limited
  
  England
  
  2532188NTL Telecom Services Limited
  
  England
  
  2937788NTL UK CableComms Holdings, Inc.
  
  DelawareNTL UK Telephone and Cable TV Holding
  Company Limited
  
  England
  
  2511877NTL Victoria Limited
  
  England
  
  5685196NTL Victoria II Limited
  
  England
  
  5685189NTL Wessex Company
  
  DelawareNTL Westminster Limited
  
  England
  
  1735641NTL Winston Holdings Limited
  
  England
  
  3290821NTL Winston Holdings, Inc.
  
  DelawareNTL Wirral Company
  
  DelawareNTL Wirral Telephone and Cable TV Company
  
  England
  
  2511873VMIH Sub Limited (formerly known as NTLIH
  Sub Limited)
  
  England
  
  5316140Oxford Cable Limited
  
  England
  
  2450228Prospectre Limited
  
  Scotland
  
  SC145280Secure Backup Systems Limited
  
  England
  
  3130333South CableComms Holdings, Inc.
  
  DelawareSouth CableComms L.L.C.
  
  DelawareSouth CableComms Management, Inc.
  
  DelawareSouthern East Anglia Cable Limited
  
  England
  
  2905929Stafford Communications Limited
  
  England
  
  2381842Swindon Cable Limited
  
  England
  
  318216Tamworth Cable Communications Limited
  
  England
  
  3016602Virgin Net Limited
  
  England
  
  2833330Vision Networks Services UK Limited
  
  England
  
  3135501Wessex Cable Limited
  
  England
  
  2433185Winston Investors L.L.C.
  
  DelawareXL Debt Recovery Agency Limited
  
  England
  
  3303903X-Tant Limited
  
  England
  
  3580901  221


Name
  
  Jurisdiction of
  Incorporation
  
  Company
  number (if
  applicable)TELEWEST
  GROUP COMPANIESBirmingham Cable Corporation Limited
  
  England
  
  2170379Birmingham Cable Limited
  
  England
  
  2244565Cable Camden Limited
  
  England
  
  1795642Cable Enfield Limited
  
  England
  
  2466511Cable Hackney & Islington Limited
  
  England
  
  1795641Cable Haringey Limited
  
  England
  
  1808589Cable London Limited
  
  England
  
  1794264Central Cable Holdings Limited
  
  England
  
  3008567Crystal Palace Radio Limited
  
  England
  
  1459745Filegale Limited
  
  England
  
  2804553General Cable Group Limited
  
  England
  
  2872852General Cable Holdings Limited
  
  England
  
  2798236General Cable Limited
  
  England
  
  2369824Imminus Limited
  
  England
  
  1785381Middlesex Cable Limited
  
  England
  
  2460325Sheffield Cable Communications Limited
  
  England
  
  2465953Southwestern Bell International Holdings
  Limited
  
  England
  
  2378768Telewest Communications (Central
  Lancashire) Limited
  
  England
  
  1737862Telewest Communications (Cotswolds) Limited
  
  England
  
  1743081Telewest Communications (Liverpool) Limited
  
  England
  
  1615567Telewest Communications (London South)
  Limited
  
  England
  
  1697437Telewest Communications (Midlands and North
  West) Limited
  
  England
  
  2795350Telewest Communications (Midlands) Limited
  
  England
  
  1882074Telewest Communications (Nominees) Limited
  
  England
  
  2318746Telewest Communications (North East)
  Limited
  
  England
  
  2378214Telewest Communications (North West)
  Limited
  
  England
  
  2321124Telewest Communications (South East)
  Limited
  
  England
  
  2270764Telewest Communications (South Thames Estuary)
  Limited
  
  England
  
  2270763Telewest Communications (South West)
  Limited
  
  England
  
  2271287Telewest Communications (St.
  Helens & Knowsley) Limited
  
  England
  
  2466599Telewest Communications (Tyneside) Limited
  
  England
  
  2407676Telewest Communications (Wigan) Limited
  
  England
  
  2451112  222


Name
  
  Jurisdiction of
  Incorporation
  
  Company
  number (if
  applicable)Telewest Communications Cable Limited
  
  England
  
  2883742Telewest Communications Group Limited
  
  England
  
  2514287Telewest Communications Holdings Limited
  
  England
  
  2982404Telewest Communications Networks Limited
  
  England
  
  3071086Telewest Limited
  
  England
  
  3291383Telewest Parliamentary Holdings Limited
  
  England
  
  2514316Telewest UK Limited
  
  England
  
  4925679The Cable Corporation Limited
  
  England
  
  2075227Theseus No. 1 Limited
  
  England
  
  2994027Theseus No. 2 Limited
  
  England
  
  2994061Windsor Television Limited
  
  England
  
  1745542Yorkshire Cable Communications Limited
  
  England
  
  2490136The Yorkshire Cable Group Limited
  
  England
  
  2782818EuroBell (Holdings) Limited
  
  England
  
  2904215EuroBell (Sussex) Limited
  
  England
  
  2272340EuroBell (South West) Limited
  
  England
  
  1796131EuroBell (West Kent) Limited
  
  England
  
  2886001EuroBell (IDA) Limited
  
  England
  
  3373001EuroBell Internet Services Limited
  
  England
  
  3172207EuroBell CPE Limited
  
  England
  
  2742145EuroBell Limited
  
  England
  
  2983427EMS Investments Limited
  
  England
  
  3373057EuroBell (No. 2) Limited
  
  England
  
  3405634EuroBell (No. 3) Limited
  
  England
  
  3006948EuroBell (No. 4) Limited
  
  England
  
  2983110SCOTTISH COMPANIESTelewest Communications (Dundee &
  Perth) Limited
  
  Scotland
  
  SC096816Telewest Communications (Motherwell)
  Limited
  
  Scotland
  
  SC121617Telewest Communications (Scotland Holdings)
  Limited
  
  Scotland
  
  SC150058Telewest Communications (Scotland) Limited
  
  Scotland
  
  SC80891JERSEY COMPANYBirmingham Cable Finance Limited
  
  Jersey
  
  60792PARTNERSHIPS AND JOINT
  VENTURESAvon Cable Joint Venture
  
  England  223


Name
  
  Jurisdiction of
  Incorporation
  
  Company
  number (if
  applicable)Avon Cable Limited Partnership
  
  ColoradoCotswolds Cable Limited Partnership
  
  ColoradoEdinburgh Cable Limited Partnership
  
  ColoradoEstuaries Cable Limited Partnership
  
  ColoradoLondon South Cable Partnership
  
  ColoradoTCI/US West Cable Communications Group
  
  ColoradoTelewest Communications (London South)
  Joint Venture
  
  EnglandTelewest Communications (Cotswolds) Venture
  
  EnglandTelewest Communications (North East)
  Partnership
  
  EnglandTelewest Communications (Scotland) Venture
  
  EnglandTelewest Communications (South East)
  Partnership
  
  EnglandTyneside Cable Limited Partnership
  
  ColoradoUnited Cable (London South) Limited
  Partnership
  
  ColoradoFLEXTECHFlextech Broadband Limited
  
  England
  
  4125315Flextech Broadcasting Limited
  
  England
  
  4125325Screenshop Limited
  
  England
  
  3529106Living TV Limited
  
  England
  
  2802598Trouble TV Limited
  
  England
  
  1733724Challenge TV
  
  England
  
  2721189Bravo TV Limited
  
  England
  
  2342064Ed Stone Limited
  
  England
  
  4170969United Artists Investments Limited
  
  England
  
  2761569Flextech Business News Limited
  
  England
  
  2954531Continental Shelf 16 Limited
  
  England
  
  3005499TVS Television Limited
  
  England
  
  591652TVS Pension Fund Trustees Limited
  
  England
  
  1539051Telso Communications Limited
  
  England
  
  2067186Flextech Rights Limited
  
  England
  
  2981104Minotaur International Limited
  
  England
  
  3059563Virgin Media Television Limited (formerly
  known as Flextech Television Limited)
  
  England
  
  2294553Interactive Digital Sales Limited
  
  England
  
  4257717Flextech Music Publishing Limited
  
  England
  
  3673917  224


Name
  
  Jurisdiction of
  Incorporation
  
  Company
  number (if
  applicable)Flextech (1992) Limited
  
  England
  
  1190025Flextech Media Holdings Limited
  
  England
  
  2678886Flextech (Kindernet Investment) Limited
  
  England
  
  1260228Flextech-Flexinvest Limited
  
  England
  
  1192945Flextech IVS Limited
  
  England
  
  2678882Flextech Family Channel Limited
  
  England
  
  2856303Flextech Distribution Limited
  
  England
  
  2678883Flextech Childrens Channel Limited
  
  England
  
  267881Flextech Communications Limited
  
  England
  
  2588902Flextech (Travel Channel) Limited
  
  England
  
  3427763Flextech Digital Broadcasting Limited
  
  England
  
  3298737Flextech Video Games Limited
  
  England
  
  2670829  225


PART 2 - THE RESTRICTED GUARANTORS  Name
  
  Jurisdiction of
  Incorporation
  
  Company
  number (if
  applicable)NTLChartwell Investors L.P.
  
  DelawareNNS UK Holdings 1 LLC
  
  DelawareNNS U.K. Holdings 2, Inc.
  
  DelawareNorth CableComms Holdings, Inc.
  
  DelawareNorth CableComms L.L.C.
  
  DelawareNorth CableComms Management, Inc.
  
  DelawareNTL Bolton Cablevision Holding Company
  
  England
  
  2422198NTL Bromley Company
  
  DelawareNTL Cablecomms Bolton
  
  England
  
  1883383NTL Cablecomms Bromley
  
  England
  
  2422195NTL Cablecomms Bury and Rochdale
  
  England
  
  2446183NTL Cablecomms Cheshire
  
  England
  
  2379804NTL Cablecomms Derby
  
  England
  
  2387713NTL Cablecomms East Lancashire
  
  England
  
  2114543NTL Cablecomms Greater Manchester
  
  England
  
  2407924NTL Cablecomms Group Limited
  
  England
  
  3024703ntl CableComms Group, Inc.
  
  DelawareNTL Cablecomms Holdings No. 1 Limited
  
  England
  
  3709869NTL Cablecomms Holdings No. 2 Limited
  
  England
  
  3709840NTL Cablecomms Macclesfield
  
  England
  
  2459067NTL Cablecomms Oldham and Tameside
  
  England
  
  2446185NTL Cablecomms Solent
  
  England
  
  2422654NTL Cablecomms Staffordshire
  
  England
  
  2379800NTL Cablecomms Stockport
  
  England
  
  2443484NTL Cablecomms Surrey
  
  England
  
  2531586NTL Cablecomms Sussex
  
  England
  
  2266092NTL Cablecomms Wessex
  
  England
  
  2410378NTL Cablecomms Wirral
  
  England
  
  2531604NTL Chartwell Holdings 2, Inc.
  
  DelawareNTL Chartwell Holdings, Inc.
  
  DelawareNTL Chartwell Holdings Limited
  
  England
  
  3290823  226


Name
  
  Jurisdiction of
  Incorporation
  
  Company
  number (if
  applicable)NTL Derby Cablevision Holding Company
  
  England
  
  2422310Virgin Media Dover LLC (formerly known as NTL
  Dover LLC)NTL Glasgow
  
  Scotland
  
  SC075177NTL Glasgow Holdings Limited
  
  England
  
  4170072NTL Kirklees
  
  England
  
  2495460NTL Kirklees Holdings Limited
  
  England
  
  4169826NTL Manchester Cablevision Holding Company
  
  England
  
  2455631NTL North CableComms Holdings, Inc.
  
  DelawareNTL North CableComms Management, Inc.
  
  DelawareNTL Programming Subsidiary Company
  
  DelawareNTL Solent Company
  
  DelawareNTL South CableComms Holdings, Inc.
  
  DelawareNTL South CableComms Management, Inc.
  
  DelawareNTL Surrey Company
  
  DelawareNTL Sussex Company
  
  DelawareNTL (Triangle) LLC
  
  DelawareNTL UK CableComms Holdings, Inc.
  
  DelawareNTL Wessex Company
  
  DelawareNTL Winston Holdings Limited
  
  England
  
  3290821NTL Winston Holdings, Inc.
  
  DelawareNTL Wirral Company
  
  DelawareNTL Wirral Telephone and Cable TV Company
  
  England
  
  2511873South CableComms Holdings, Inc.
  
  DelawareSouth CableComms L.L.C.
  
  DelawareSouth CableComms Management, Inc.
  
  DelawareWinston Investors L.L.C.
  
  DelawareTELEWESTAvon Cable Limited Partnership
  
  ColoradoCotswolds Cable Limited Partnership
  
  ColoradoEdinburgh Cable Limited Partnership
  
  ColoradoEstuaries Cable Limited Partnership
  
  ColoradoLondon South Cable Partnership
  
  ColoradoTCI/US West Cable Communications Group
  
  Colorado  227


Name
  
  Jurisdiction of
  Incorporation
  
  Company
  number (if
  applicable)Tyneside Cable Limited Partnership
  
  ColoradoUnited Cable (London South) Limited Partnership
  
  Colorado  228


SCHEDULE 3  PART 1 - FORM OF DEED OF TRANSFER AND
ACCESSION  To:Deutsche
Bank AG, London Branch as Facility Agent  This Deed is dated [·]and relates to:  (a)the
facilities agreement dated 3 March 2006 (as from time to time amended,
varied, novated or supplemented, the Facilities
Agreement) whereby certain facilities in a maximum aggregate amount
of £5,165,652,430.56, 500,000,000 and
$650,000,000 were made available to the Borrowers (including Virgin
Media Investment Holdings Limited (formerly known as NTL Investment Holdings
Limited)) under the guarantee of the Guarantors, by a group of banks and other
financial institutions on whose behalf Deutsche Bank AG, London Branch acts as
Facility Agent in connection therewith;  (b)the
HYD Intercreditor Agreement  (c)the
Group Intercreditor Agreement  (d)the
Security Trust Agreement.  1.Terms
defined in the Facilities Agreement shall, subject to any contrary indication,
have the same meanings in this Deed.  The
terms Lender, Transferee, Lenders Participation and Portion Transferred
are defined in the Schedule to this Deed.  2.The Lender:  (a)confirms
that the details in the Schedule to this Deed are an accurate summary of
the Lenders Participation in the Facilities Agreement and the Interest Periods
or Terms (as the case may be) for existing Advances as at the date of this
Deed; and  (b)requests
the Transferee to accept and procure the transfer by novation to the Transferee
of the Portion Transferred by countersigning and delivering this Deed to the
Facility Agent at its address for the service of notices designated to the
Facility Agent in accordance with the Facilities Agreement.  3.The
Transferee requests the Facility Agent to accept this Deed as being delivered
to the Facility Agent pursuant to and for the purposes of Clause 37.5 (Transfer Deed) of the Facilities Agreement so as to take
effect in accordance with the terms of it on the Transfer Date or on such later
date as may be determined in accordance with the terms of it.  4.The
Transferee confirms that it has received a copy of the Facilities Agreement
together with such other information as it has required in connection with this
transaction and that it has not relied and will not rely on the Lender to check
or enquire on its behalf into the legality, validity, effectiveness, adequacy,
accuracy or completeness of any such information and further agrees that it has
not relied and will not rely on the Lender to assess or keep under review on
its behalf the financial condition, creditworthiness, condition, affairs,
status or nature of any Obligor.  5.The
Transferee undertakes with the Lender and each of the other parties to the
Facilities Agreement that it will perform in accordance with their terms all
those obligations which by the terms of the Finance Documents will be assumed
by it after delivery of this Deed to the  229


Facility Agent and satisfaction of the conditions
(if any) subject to which this Deed is expressed to take effect.  6.The
Lender makes no representation or warranty and assumes no responsibility with
respect to the legality, validity, effectiveness, adequacy or enforceability of
the Facilities Agreement, any other Finance Document or other document relating
to it and assumes no responsibility for the financial condition of any Obligor
or for the performance and observance by any Obligor of any of its obligations
under the Facilities Agreement, any Finance Document or any other document
relating to it and any and all such conditions and warranties, whether express
or implied by Law or otherwise, are excluded.  7.The
Lender gives notice that nothing in this Deed or in the Facilities Agreement
(or any Finance Document or other document relating to it) shall oblige the
Lender (a) to accept a re-transfer from the Transferee of the whole or any
part of its rights, benefits and/or obligations under the Finance Documents
transferred pursuant to this Deed or (b) to support any losses
directly or indirectly sustained or incurred by the Transferee for any reason
whatsoever (including the failure by any Obligor or any other party to the
Finance Documents (or any document relating to them) to perform its obligations
under any such document) and the Transferee acknowledges the absence of any
such obligation as is referred to in (a) and (b) above.  8.[The Transferee represents to the Facility Agent and
to the Borrower that is a UK Bank Lender.](1)  OR  [The Transferee represents to
the Facility Agent and to the Borrower that it is a UK Non-Bank Lender and
falls within paragraph [(a)/(b)](2)of the definition thereof.](3)  OR  [The Transferee represents to
the Facility Agent and to the Borrower that it is a UK Treaty Lender.](4) *  OR  [The Transferee represents to
the Facility Agent and to the Borrower that it is a US Accession Lender.]  
 (1)A Lender giving this representation is a Qualifying
UK Lender and may lend to the US Borrower (in respect of the B4 Facility only)
and/or to a UK Borrower (in respect of any Facility).  (2)UK Non- Bank Lender to delete as appropriate.  (3)A Lender giving this representation is a
Qualifying UK Lender and may lend to to the US Borrower (in respect of the B4
Facility only) and/or to a UK Borrower (in respect of any Facility).  (4)A Lender giving this
representation is a Qualifying UK Lender and may lend to the US Borrower (in
respect of the B4 Facility only) and/or to a UK Borrower (in respect of any
Facility).  *Any
Lender not able to give one of the three preceding representations is a US
Accession Lender and may only lend to the US Borrower under the B4 Facility.  230


9.Attached
to this Transfer Certificate are the following documents evidencing the tax
status of the Transferee as indicated above:  UK
  Bank Lender
  
  (i) 
  certificate of incorporation; and
  
  (ii) copy
  of banking licence.UK
  Non- Bank Lender
  
  (i)  certificate of
  incorporation in the UK; or (ii) other evidence that the Section 349B
  Taxes Act conditions are met.UK
  Treaty Lender or 
  US Accession Lender
  
  certificate
  of incorporation or registration certificate (if not body corporate)  ACCESSION TO THE HYD INTERCREDITOR AGREEMENT  The Transferee
hereby agrees with each other person who is or becomes party to the HYD
Intercreditor Agreement in accordance with the terms thereof that with effect
on and from the date hereof, it will be bound by the HYD Intercreditor
Agreement as a Senior Creditor as if it had been an original party thereto in
such capacity.  ACCESSION TO THE GROUP INTERCREDITOR AGREEMENT  The Transferee
hereby agrees with each other person who is or becomes party to the Group
Intercreditor Agreement in accordance with the terms thereof that with effect
on and from the date hereof, it will be bound by the Group Intercreditor
Agreement as a Senior Creditor as if it had been an original party thereto in
such capacity.  ACCESSION TO THE SECURITY TRUST AGREEMENT  The Transferee
hereby agrees with each other person who is or becomes party to the Security
Trust Agreement in accordance with the terms thereof that with effect on and
from the date hereof, it will be bound by the Security Trust Agreement as a
Lender as if it had been an original party thereto in such capacity.  This Deed and the rights, benefits and
obligations of the parties hereunder shall be governed by and construed in accordance
with English Law.  IN
WITNESS WHEREOFthis Deed has been executed
as a deed by the parties hereto and is delivered on the date written above.  231


THE
SCHEDULE  1.
  
  Lender:2.
  
  Transferee:3.
  
  Transfer Date:4.
  
  Lenders
  Participation in Term Facilities
  Portion
  Transferred(a)
  Lenders
  Available A Facility Commitment*
  (a)(b)
  Lenders
  Available A1 Facility Commitment*
  (b)(c)
  Lenders
  Available B1 Facility Commitment*
  (c)(d)
  Lenders
  Available B2 Facility Commitment*
  (d)(e)
  Lenders
  Available B3 Facility Commitment*
  (e)(f)
  Lenders
  Available B4 Facility Commitment*
  (f)(g)
  Lenders
  Available C Facility Commitment*
  (g)5.
  
  Lenders Participation in Term Facility Outstandings
  Interest Period
  Portion TransferredA Facility
  Advances
  (a)
  (a)A1 Facility
  Advances
  (b)
  (b)B1 Facility
  Advances
  (c)
  (c)B2 Facility
  Advances
  (d)
  (d)B3 Facility
  Advances
  (e)
  (e)B4 Facility
  Advances
  (f)
  (f)C Facility
  Advances
  (g)
  (g)6.
  [(a)]
  Lenders
  Revolving Facility Commitment
  Portion
  Transferred[(b)
  Lenders
  Ancillary Facility Commitment
  Portion
  Transferred 100%]  
 *              Details of the Lenders Available Commitment should not
be completed after the applicable Termination Date.  232


7.
  [(a)]
  Lenders
  Participation in Revolving Facility Outstandings
  Term
  Portion
  Transferred[(b)
  Lenders
  Participation in Ancillary Facility Outstandings
  
  Portion
  Transferred 100%][8.
  
  Documentary
  Credits Issued
  Term and Expiry
  Date
  Portion
  Transferred]   233


The
  Lender
  The TransfereeEXECUTED
  as a DEED by for and on
  EXECUTED
  as a DEED by for and onbehalf
  of [                                 ]
  behalf
  of [                                 ]By:
  By:The
  Facility AgentEXECUTED
  as a DEED for and on behalf ofDeutsche
  Bank AG, London BranchBy:
  By:   ADMINISTRATIVE
AND FACILITY OFFICE DETAILS  1.Facility Office Address(in
relation to the Transferees tax status as set out in paragraph 8 above):  Please provide
administrative details of the Transferee, to the extent such details have not
been provided to the Facility Agent by way of a prior administrative form.  2.Administrative Office Address:  Contact Name:  Account for Payments:  Fax:  [Telex:]  Telephone:  234


PART 2 - FORM OF C FACILITY LENDER DEED OF
ACCESSION  To:Deutsche Bank AG,
London Branch as Facility Agent  Virgin Media Investment Holdings Limited (formerly
known as NTL Investment Holdings Limited)  This Deed is
dated [·]and relates to:  (a)the facilities
agreement dated 3 March 2006 (as from time to time amended, varied,
novated or supplemented, the Facilities
Agreement) whereby certain facilities in a maximum aggregate amount
of £5,165,652,430.56, 500,000,000 and
$650,000,000 were made available to the Borrowers (including Virgin
Media Investment Holdings Limited (formerly known as NTL Investment Holdings
Limited)) under the guarantee of the Guarantors, by a group of banks and other
financial institutions on whose behalf Deutsche Bank AG, London Branch acts as
Facility Agent in connection therewith;  (b)the HYD
Intercreditor Agreement  (c)the
Group Intercreditor Agreement  (d)the Security
Trust Agreement.  1.Terms defined in
the Facilities Agreement shall, subject to any contrary indication, have the
same meanings in this Deed.  The term C
Facility Lender is defined in the Schedule to this Deed.  2.The C Facility
Lender confirms that the details in the Schedule to this Deed are an
accurate summary of the C Facility Lenders Commitment in the C Facility.  3.The C Facility
Lender requests the Facility Agent and the Company to accept this Deed as being
delivered to the Facility Agent and the Company pursuant to and for the purposes
of Clause 2.6 (Alternative Bridge
Facility Refinancing) of the Facilities Agreement so as to take
effect in accordance with the terms of it on the Effective Date (as defined in
the Schedule to this Deed) or on such later date as may be determined in accordance
with the terms of it.  4.The C Facility
Lender confirms that it has received a copy of the Facilities Agreement
together with such other information as it has required in connection with this
transaction and that it has not relied and will not rely on any other Finance
Party to check or enquire on its behalf into the legality, validity,
effectiveness, adequacy, accuracy or completeness of any such information and
further agrees that it has not relied and will not rely on any other Finance
Party to assess or keep under review on its behalf the financial condition,
creditworthiness, condition, affairs, status or nature of the Parent or any
Obligor.  5.The C Facility
Lender undertakes with the Company and each of the other Finance Parties that
it will perform in accordance with their terms all those obligations which by
the terms of the Finance Documents will be assumed by it after delivery of this
Deed to the Facility Agent and satisfaction of the conditions (if any) subject
to which this Deed is expressed to take effect.  235


6.[The
C Facility Lender represents to the Facility Agent and to the Borrower that is
a UK Bank Lender.](5)  OR  [The C Facility Lender
represents to the Facility Agent and to the Borrower that it is a UK Non-Bank
Lender and falls within paragraph [(a)/(b)](6)of the definition thereof.](7)  OR  [The C Facility Lender
represents to the Facility Agent and to the Borrower that it is a UK Treaty
Lender.](8) *  7.Attached
to this Deed are the following documents evidencing the tax status of the C
Facility Lender as indicated above:  UK
  Bank Lender
  
  (i)certificate of incorporation; and(ii)copy of banking licence.UK
  Non- Bank Lender
  
  (i)certificate of incorporation in the UK; or(ii)other evidence that the Section 349B Taxes
  Act conditions are met.UK
  Treaty Lender
  
  certificate
  of incorporation or registration certificate (if not body corporate)  ACCESSION
TO THE HYD INTERCREDITOR AGREEMENT  The C Facility
Lender hereby agrees with each other person who is or becomes party to the HYD
Intercreditor Agreement in accordance with the terms thereof that with effect
on and from the date hereof, it will be bound by the HYD Intercreditor
Agreement as a Senior Creditor as if it had been an original party thereto in
such capacity.  ACCESSION
TO THE GROUP INTERCREDITOR AGREEMENT  The C Facility
Lender hereby agrees with each other person who is or becomes party to the
Group Intercreditor Agreement in accordance with the terms thereof that with
effect on and from the date hereof, it will be bound by the Group Intercreditor
Agreement as a Senior Creditor and as a C Facility Lender as if it had been an
original party thereto in such capacity.  
 (5)A C Facility Lender
giving this representation is a Qualifying UK Lender and may lend to any
Borrower incorporated in the United Kingdom only.  (6)UK Non- Bank Lender to
delete as appropriate.  (7)A C Facility Lender
giving this representation is a Qualifying UK Lender and may lend to any
Borrower incorporated in the United Kingdom only.  (8)A C Facility
Lender giving this representation is a Qualifying UK Lender and may lend to any
Borrower incorporated in the United Kingdom only.  *Any person not
able to give one of the three preceding representations is a US Accession
Lender and should not lend under the C Facility.  236


IN
WITNESS WHEREOFthis Deed has been executed
as a deed by the parties hereto and is delivered on the date written above.  237


THE
SCHEDULE  1.
  
  C Facility
  Lender:2.
  
  Effective Date:3.
  
  C Facility
  Lenders Commitment in C Facility  238


The C
  Facility Lender
  
  EXECUTED
  as a DEED by for and on
  
  behalf
  of [                                   
  ]
  
  EXECUTED
  as a DEED by for and on
  
  behalf
  of [                                   
  ]By:
  
  By:The
  Facility Agent
  
  EXECUTED
  as a DEED for and on behalf of
  
  Deutsche
  Bank AG, London BranchBy:
  
  By:The
  Company
  
  EXECUTED
  as a DEED for and on behalf of
  
  Virgin
  Media Investment Holdings Limited 
  (formerly known as NTL Investment Holdings 
  Limited)Director:Director/Secretary:   Administrative
Details ofC Facility Lenderand its Facility Office  Facility Office
Address in relation to its tax status as set out in paragraph 8 above:  Administrative
Office:  Contact Name:  Account for
Payments:  Fax:  [Telex:]  Telephone:  239


SCHEDULE 4  PART 1 - CONDITIONS PRECEDENT TO FIRST
UTILISATION  1.Corporate Documents  In relation to the Ultimate Parent, the Parent, each
Original Obligor and the US Borrower:  (a)in the case of a
company, a copy of its up to date constitutional documents(1), together with a
copy of any written resolution requested by the Facility Agent prior to the
Original Execution Date relating to  any
amendments to such constitutional documents or, in the case of a partnership, a
copy of its up to date partnership agreement;  (b)a copy of a board
resolution or a managers or partners resolution of such person approving the
execution, delivery and performance of the Finance Documents to which it is
party and the terms and conditions of such Finance Documents and authorising a
person or persons identified by name or office to sign the Finance Documents to
which it is party and any documents to be delivered by such person pursuant to
it;  (c)a duly completed
certificate of a duly authorised officer of such person in the form attached in
Part 2 of Schedule 3 (Form of Officers
Certificate); and  (d)copy resolutions signed by all the holders of the
issued shares of the Original Obligors incorporated in Jersey and Scotland
approving the terms of, and the transactions contemplated by, the Finance
Documents to which each such Obligor is a party.  2.Finance Documents  Original duly executed copies of:  (a)this Agreement;  (b)the Group
Intercreditor Agreement;  (c)the
HYD Intercreditor Agreement;  (d)the Barclays
Intercreditor Agreement;  (e)the
Security Trust Agreement and the Initial Security Documents;  (f)a copy of all
notices required to be sent under the Initial Security Documents; and  (g)all original
share certificates, title deeds, transfers, stock transfer forms or equivalent
documents executed in blank by the relevant chargor in relation to the assets
subject to or expressed to be subject to the Initial Security Documents and any
other documents of title to be provided under the Initial Security Documents.  
 (1)Including
for Birmingham Cable Finance Limited, a certified copy of the register of
members.  240


3.Fees  Original duly executed copies of the Fees Letters
and evidence that all fees and expenses (excluding legal fees) due and payable
under this Agreement or in connection with this Agreement as at the date of
first Utilisation, the quantum of which have been notified to the Company in
writing no less than two Business
Days prior to the Merger Closing Date, have been paid.  4.Bridge Finance Documents  (a)A
certified true copy of the duly executed Bridge Facility Agreement.  (b)A copy of the
Alternative Bridge Facility Agreement, in the agreed form.  (c)Evidence that all
the conditions precedent to the Bridge Facility Agreement have been satisfied
or waived in accordance with the terms thereof.  5.Legal
Opinions  An opinion of:  (a)White &
Case, London, legal advisers to the Facility Agent and the Mandated Lead
Arrangers on matters of English law;  (b)Fried, Frank,
Harris, Shriver & Jacobson, New York legal advisers to Obligors on
matters of New York law;  (c)Dundas &
Wilson CS LLP, legal advisers to the Facility Agent and the Mandated Lead
Arrangers on matters of Scottish law;  (d)Mourant du Feu &
Jeune , legal advisers to the Facility Agent and the Mandated Lead Arrangers on
matters of Jersey law; and  (e)Morrison &
Foerster LLP, legal advisers to the Facility Agent and the Mandated Lead
Arrangers on matters of the laws of the State of Colorado, United States of
America,  in each case addressed to the Finance Parties and in
substantially the form agreed prior to the Merger Closing Date.  6.Merger
Agreement  (a)A certified true
copy of the Merger Agreement.  (b)Merger Sub and
NTL have become obliged to file the certification of merger with the Secretary
of State of Delaware and the Ultimate Parent has become obliged to file a
charter amendment as set forth in Section 2.01 (b) of the Merger
Agreement and no amendments or waivers have been made or granted under the
Merger Agreement, which in the opinion of an Instructing Group (acting
reasonably) are material and adverse to the Lenders under this Agreement (other
than any waiver contemplated by the provisions of Section 9.02 (g) of
the Merger Agreement).  7.Funds
Flow Statement  A funds flow statement in the agreed form detailing
the proposed movement of funds on or before the Merger Closing Date.  241


8.Know your customer  In respect of each of the Borrowers,  copies of each of the documents listed below:  (a)certificate of
incorporation or the local equivalent (including any change of name certificate(s) since
establishment);  (b)memorandum
and articles of association, by-laws or the local equivalent;  (c)list
of the directors;  (d)extract
from the share register (or local equivalent) containing a list of the
shareholders;  (e)for
at least 2 of the directors: verification of their identity by delivery of a
certified copy of their passport or national identity card; verification of
their residential address within the last 3 months by delivery of an original
or certified copy of a utility bill (excluding mobile telephone bills), bank
statement or other correspondence addressed to them at their residential
address from a local government authority, tax office or similar entity (2
pieces of evidence of residential address for each person being identified);  (f)address
of the relevant company;  (g)bank
account(s) details (account name, name of bank, address) of the relevant
company including a list of signatories to the bank account(s);  (h)commercial
register number (or the local equivalent);  (i)most
recent board resolution; and  (j)financial
statements,  together with such other
information as the Finance Parties may require (acting reasonably) for the
purposes of complying with its Know Your Customer procedures and in
compliance with applicable laws relating to anti-money laundering.  9.Short Term Notes  A copy of the Short Term Notes, in the agreed form.  10.Alternative Bridge Facility  (a)A certified true
copy of the duly executed Alternative Bridge Facility Agreement.  (b)Original
accession notices from each of the lenders under the Alternative Bridge
Facility Agreement whereby each such lender accedes to the Group Intercreditor
Agreement.  (c)Evidence
that all the conditions precedent to the Alternative Bridge Facility Agreement
have been satisfied or waived in accordance with the terms thereof.  11.Companys Certificate  A certificate of an authorised officer of the
Company confirming that none of the Obligors have:  242


(a)amended their
constitutional documents in a manner which could reasonably be expected to be
materially adverse to the interests of the Lenders; and  (b)revoked any
board, partner and/or shareholders (as applicable) resolutions,  in each case, which were delivered together with the
Obligors Certificates referred to in paragraph 1(c) above, since the
date that such Obligors Certificates were delivered.  12.Fees relating to B2 Facility, B3 Facility and B4 Facility  Evidence that the agreed fees payable on or prior to
the utilisation of the B2 Facility, B3 Facility and B4 Facility  by the Company have been paid or will be paid
on the Structuring Date.  243


PART 2 - CONDITIONS PRECEDENT TO FIRST BASEBALL
UTILISATION  1.Corporate Documents  In relation to Baseball Cash Bidco:  (a)a copy of its up
to date constitutional documents;  (b)a copy of a board
resolution of such person (in the form agreed by the Bookrunners on or before
the Original Execution Date) approving the execution, delivery and performance
of the Finance Documents to which it is party and the terms and conditions of
such Finance Documents and authorising a person or persons identified by name
or office to sign the Finance Documents to which it is party and any documents
to be delivered by such person pursuant to it; and  (c)a duly completed
certificate of a duly authorised officer of such person in the form attached in
Part 3 of Schedule 4 (Form of Officers
Certificate).  2.Baseball Scheme
Documentation  (a)Certified copies
of each of the Baseball Scheme Documents;  (b)a copy of the
Court Order; and  (c)a copy of the
certificate of the Registrar of Companies confirming registration of the Court
Order.  3.Fees  Evidence that the agreed fees payable on or prior to
the utilisation of the A1 Facility and the B1 Facility by Baseball Cash Bidco
in respect of the A1 Facility and the B1 Facility have been paid or will be
paid on first drawdown of the A1 Facility and the B1 Facility.  4.Certain Funds Certificate  A certificate of Baseball Cash Bidco confirming that
no Baseball Drawstop Default has occurred and is continuing.  5.Merger Closing  The Merger having been consummated.  6.Legal Opinions  An opinion of White & Case, London, legal
advisers to the Facility Agent and the Mandated Lead Arrangers on matters of
English law as regards matters of due incorporation and due authorisation
addressed to the Finance Parties and substantially in the form agreed by the
Bookrunners on or before the Original Execution Date.  244


PART 3 - FORM OF OFFICERS CERTIFICATE  To:Deutsche Bank AG,
London Branch as Facility Agent  We refer to the
facilities agreement dated 3 March 2006 (as from time to time amended,
varied, novated or supplemented, the Facilities
Agreement) and made between, inter alia,
Virgin Media Inc. (formerly known as NTL Incorporated) as Ultimate Parent,
Virgin Media Finance PLC (formerly known as NTL Cable PLC) as Parent, Virgin
Media Investment Holdings Limited (formerly known as NTL Investment Holdings
Limited), Telewest Communications Networks Limited and VMIH Sub Limited
(formerly known as NTLIH Sub Limited) as UK Borrowers, Virgin Media Dover LLC
(formerly known as NTL Dover LLC) as US 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
Corporate Banking Europe SAS as Administrative Agent and the financial and
other institutions named in it as Lenders. Terms defined in the Facilities
Agreement shall have the same meanings in this Certificate.  I, [name], a [Director/Partner/Officer] of [name of Obligor] of [address] (the [Company/Partnership])  CERTIFYwithout personal liability, that:  (a)attached to this
Certificate marked A are true,
correct, complete and up-to-date copies of all documents which contain or
establish or relate to the [constitution
of the Company]/[due
formation of the Partnership]*;  (b)attached to this
Certificate marked B is a true,
correct and complete copy of [resolutions
duly passed] at [a
meeting of the Board of Directors]  [a meeting of the managers] [a meeting of the partners]or the equivalent thereof passed a
written resolution of the [Company/Partnership] duly convened and held on [        ] approving the Finance Documents to which the [Company/Partnership] is a party
and authorising their execution, signature, delivery and performance and such
resolutions have not been amended, modified or revoked and are in full force
and effect;  (c)[attached
to this Certificate marked C is
a true, correct, complete and up-to-date copy of the Bridge Facility Agreement;]**  (d)[attached to this Certificate marked D is a true, correct, complete and up-to-date
copy of the Alternative Bridge Facility Agreement, in the agreed form;]**  (e)[attached
to this Certificate marked E is
a true, correct, complete and up-to-date copy of the Merger Agreement;]**  (g)the
entry into and performance of the Finance Documents by the [Company/Partnership] will not breach any borrowing, guaranteeing or other
indebtedness limit to which the Company is subject other than any such limit
imposed by the Existing Credit Facilities; and  245


(h)the following
signatures are the true signatures of the persons who have been authorised to
sign the relevant Finance Documents on behalf of the [Company/Partnership] and to give notices and communications, (including
Utilisation Requests), under or in connection with the Finance Documents on
behalf of the [Company/Partnership].  Name
  
  Position
  
  Signature[·]
  
  [·]
  
  [·]   Signed:Director/Partner/OfficerDate:
  [·]   I, [name], a [Director/Secretary/Partner] of [name of Obligor] (the [Company/Partnership), certify that the persons whose names and
signatures are set out above are duly appointed directors of the [Company/Partnership] and that the
signatures of each of them above are their respective signatures.  Signed:[Director/Secretary] [Partner]Date:
  [·]  
 Notes:  *
  Including for
  the avoidance of doubt any partnership agreement.**
  Applicable to the Ultimate Parent only.  246


PART 4 - VANILLA INITIAL SECURITY DOCUMENTS  No.
  
  Name of Security Document1.
  
  A Composite
  Debenture to be granted by certain of the Obligors incorporated in England
  and Wales, Scotland and Jersey in favour of the Security Trustee in respect
  of such Obligors right, title and interest in certain assets.2.
  
  A Share Charge
  Agreement to be granted by the Parent in favour of the Security Trustee in
  respect of the shares over Virgin Media Investment Holdings Limited (formerly
  known as NTL Investment Holdings Limited) as referred to therein.3.
  
  A Share Charge
  Agreement to be granted by certain US Obligors in favour of the Security
  Trustee in respect of the shares over certain Obligors as referred to
  therein.4.
  
  A Charge over
  Bank Account to be granted by Virgin Media Investment Holdings Limited
  (formerly known as NTL Investment Holdings Limited) in favour of the Security
  Trustee in respect of the Blocked Account.5.
  
  An Assignment
  of Loans to be granted by the Parent in favour of the Security Trustee in
  respect of receivables arising under any Financial Indebtedness owed to it by
  members of the Group.6.
  
  A Scottish
  Standard Security to be granted by CableTel (UK) Limited in favour of the
  Security Trustee in respect of a certain property located in Scotland.7.
  
  A Scottish
  Share Pledge to be granted by Telewest Limited in favour of the Security
  Trustee in respect of the shares over Telewest Communications (Scotland
  Holdings) Limited.8.
  
  A Scottish
  Share Pledge to be granted by Virgin Media Limited (formerly known as NTL
  Group Limited) in favour of the Security Trustee in respect of the shares
  over Prospectre Limited.9.
  
  A Scottish
  Share Pledge to be granted by ntl Glasgow and Telewest Communications
  (Scotland Holdings) Limited in favour of the Security Trustee in respect of
  the shares over certain of the Obligors as referred to therein.10.
  
  A Scottish Bond
  and Floating Charge to be granted by Telewest Communications (Scotland)
  Limited in favour of the Security Trustee in respect of its rights, title and
  interest in certain assets.11.
  
  A Scottish Bond
  and Floating Charge to be granted by Telewest Communications (Scotland
  Holdings) Limited in favour of the Security Trustee in respect of its rights,
  title and interest in certain assets.12.
  
  A Scottish Bond
  and Floating Charge to be granted by Telewest Communications
  (Dundee & Perth) Limited in favour of the Security Trustee in
  respect of its rights, title and interest in certain assets.13.
  
  A Scottish Bond
  and Floating Charge to be granted by Telewest Communications (Motherwell
  Limited) in favour of the Security Trustee in respect of its rights, title
  and interest in certain assets.  247


14.
  
  A Scottish Bond
  and Floating Charge to be granted by Prospectre Limited in favour of the
  Security Trustee in respect of its rights, title and interest in certain
  assets.15.
  
  A Scottish Bond
  and Floating Charge to be granted by CableTel Scotland Limited in favour of
  the Security Trustee in respect of its rights, title and interest in certain
  assets.16.
  
  A Scottish Bond
  and Floating Charge to be granted by ntl Glasgow in favour of the Security
  Trustee in respect of its rights, title and interest in certain assets.17.
  
  A Jersey Share
  Pledge to be granted by Birmingham Cable Limited in favour of the Security
  Trustee in respect of its rights and interests in the shares in Birmingham
  Cable Finance Limited.18.
  
  A US Share
  Pledge Agreement to be granted by ntl Victoria Limited in favour of the
  Security Trustee in respect of shares over the US Borrower.19.
  
  A US Share
  Pledge Agreement to be granted by certain of the Obligors in favour of the
  Security Trustee in respect of shares over certain of the US Obligors.20.
  
  A US Security
  Agreement to be granted by certain of the US Obligors in favour of the
  Security Trustee in respect of certain of their assets specified therein.21.
  
  A US Pledge
  Agreement to be granted by the US Borrower in favour of the Security Trustee
  in respect of all its rights, title and interest in and under the Notes.22.
  
  A US
  Reimbursement and Contribution Agreement to be entered into between each of
  the US Obligors.23.
  
  A US Pledge and
  Security Agreement to be granted by each of TCI/US West Cable Communications
  Group, Theseus No.1 Limited and Theseus No.2 Limited (together, the Pledgors) in favour of the Security Trustee in respect of
  the shares in Avon Cable Limited Partnership.24.
  
  A US Pledge and
  Security Agreement to be granted by each of the Pledgors in favour of the
  Security Trustee in respect of the shares in Cotswolds Cable Limited
  Partnership.25.
  
  A US Pledge and
  Security Agreement to be granted by each of the Pledgors in favour of the
  Security Trustee in respect of the shares in Edinburgh Cable Limited
  Partnership.26.
  
  A US Pledge and
  Security Agreement to be granted by each of the Pledgors in favour of the
  Security Trustee in respect of the shares in Estuaries Cable Limited Partnership.27.
  
  A US Pledge and
  Security Agreement to be granted by the Pledgors in favour of the Security
  Trustee in respect of the shares in Tyneside Cable Limited Partnership.28.
  
  A US Pledge and
  Security Agreement to be granted by the Pledgors in favour of the Security
  Trustee in respect of the shares in United Cable (London South) Limited
  Partnership.29.
  
  A US Pledge and
  Security Agreement to be granted by Theseus No. 1 Limited and Theseus
  No. 2 Limited in favour of the Security Trustee in respect of the shares
  in TCI/US West Cable Communications Group.30.
  
  A US Pledge and
  Security Agreement to be granted by United Cable (London South) Limited
  Partnership and Crystal Palace Radio Limited in favour of the Security
  Trustee in respect of the shares in London South Cable Partnership.  248


PART 5 - VANILLA CONDITIONS SUBSEQUENT
DOCUMENTS  1.Authorisations and Clearances  A copy of each Necessary Authorisation as is, in the
reasonable opinion of counsel to the Lenders, necessary to render the Finance
Documents to which the Ultimate Parent, the Parent, each Original Obligor and
the US Borrower is party legal, valid, binding and enforceable to make the
Finance Documents to which the Ultimate Parent, the Parent, each Original
Obligor and the US Borrower is party admissible in evidence in such Original
Obligors jurisdiction of incorporation and in England and to enable the
Ultimate Parent, the Parent, such Original Obligor and the US Borrower to
perform its obligations thereunder, save in each case, for any registration or
recording required for the perfection of the Security Documents and subject to
the Reservations (to the extent applicable).  2.Group
Structure Chart  A copy of a chart showing in all material respects
the structure of the Bank Group and the Holding Companies of the Parent
evidencing all material ownership interests thereof as at the Merger Closing
Date (including the matters set forth in paragraphs (b), (c) and (d) of
Clause21.19(Structure)), assuming consummation of the Merger.  3.Existing
Encumbrances and Indebtedness  Evidence satisfactory to the Facility Agent that:  (a)all amounts of
principal, interest, fees, commissions and any other amounts due and
outstanding under the Existing Credit Facilities and any other agreements
entered into in connection therewith have been repaid in full and all
commitments thereunder have been cancelled and reduced to zero; and  (b)all
Existing Encumbrances set out in Section 1A of Part 1 ofSchedule 10(Existing Encumbrances) have been released or discharged.  249


PART 6 - BASEBALL CONDITION SUBSEQUENT
DOCUMENTS  1.Authorisations and Clearances  A copy of each Necessary Authorisation as is, in the
reasonable opinion of counsel to the Lenders, necessary to render the Finance
Documents to which the Baseball Bidcos are party legal, valid, binding and
enforceable to make the Finance Documents to which the Baseball Bidcos are
party admissible in evidence in such Original Obligors jurisdiction of
incorporation and in England and to enable the Baseball Bidcos to perform their
obligations thereunder, save in each case, for any registration or recording
required for the perfection of the Security Documents and subject to the
Reservations (to the extent applicable).  2.Group
Structure Chart  A copy of a chart showing in all material respects
the structure of the Bank Group including the Baseball Group assuming
consummation of the Baseball Acquisition.  3.Existing
Encumbrances and Indebtedness  Evidence satisfactory to the Facility Agent that:  (a)all amounts of
principal, interest, fees, commissions and any other amounts due and
outstanding under the Existing Baseball Facilities and any other agreements
entered into in connection therewith have been repaid in full and all
commitments thereunder have been cancelled and reduced to zero; and  (b)all
Encumbrances of the Baseball Group in respect of the Existing Baseball
Facilities have been released or discharged.  4.Security Documents  Any Security Documents over
all or substantially all of the assets of any Acceding Guarantor that becomes a
party to this Agreement pursuant to Clause3.4(Baseball
Conditions Subsequent).  5.Whitewash Documents  Copies of all Whitewash Documents relating to each
of the Security Documents delivered under paragraph 4 above.  250


PART 7 - CONDITIONS PRECEDENT TO C FACILITY
UTILISATION  1.Corporate Documents  In relation to the Parent and the Company:  (a)a copy of its up
to date constitutional documents, together with a copy of any written
resolution requested by the Facility Agent relating to  any amendments to such constitutional
documents;  (b)a copy of a board
resolution of such person approving the execution, delivery and performance of
the Finance Documents to which it is party and the terms and conditions of such
Finance Documents and authorising a person or persons identified by name or
office to sign the Finance Documents to which it is party and any documents to
be delivered by such person pursuant to it;  (c)a duly completed
certificate of a duly authorised officer of such person in the form attached in
Part 2 ofSchedule
3(Form of Officers
Certificate) with such amendments as the Facility Agent may agree.  2.Finance Documents  Original duly executed
copies of:  (a)the
second amendment letter relating to this Agreement;  (b)the
deed of amendment and restatement relating to the Group Intercreditor
Agreement;  (c)a
deed of amendment and restatement relating to a share charge agreement dated 3 March 2006
made between the Parent and the Security Trustee in relation to the shares of
VMIH; and  (d)a
deed of amendment and restatement relating to the assignment of loans dated 3 March 2006
made between the Parent and the Security Trustee in relation to receivables
arising under any Financial Indebtedness owed to it by members of the Group.  3.Fees  Original duly executed copies of any applicable fees
letters and evidence that all fees and expenses (excluding legal fees) due and
payable under this Agreement or in connection with this Agreement as at the
date of first Utilisation under the C Facility, the quantum of which have been
notified to the Company in writing no less than two Business Days prior to the Utilisation Date, have been paid.  4.Legal
Opinions  An opinion of White & Case, London, legal
advisers to the Facility Agent on matters of English law, addressed to the Facility
Agent (for itself and on behalf of the Finance Parties).  251


5.Know your customer  In relation to the Parent
and the Company,  copies of each of the
documents listed below:  (a)certificate of
incorporation or the local equivalent (including any change of name certificate(s) since
establishment);  (b)memorandum
and articles of association, by-laws or the local equivalent;  (c)list
of the directors;  (d)extract
from the share register (or local equivalent) containing a list of the
shareholders;  (e)for
at least 2 of the directors: verification of their identity by delivery of a
certified copy of their passport or national identity card; verification of
their residential address within the last 3 months by delivery of an original
or certified copy of a utility bill (excluding mobile telephone bills), bank
statement or other correspondence addressed to them at their residential
address from a local government authority, tax office or similar entity (2
pieces of evidence of residential address for each person being identified);  (f)address
of the relevant company;  (g)bank
account(s) details (account name, name of bank, address) of the relevant
company including a list of signatories to the bank account(s);  (h)commercial
register number (or the local equivalent);  (i)most
recent board resolution; and  (j)financial
statements,  together with such other
information as the C Facility Lenders may require (acting reasonably) for the
purposes of complying with its Know Your Customer procedures and in
compliance with applicable laws relating to anti-money laundering.  6.Alternative Bridge Facility Refinancing  (a)A certified true
copy of the indenture relating to the New High Yield Notes.  (b)Evidence
satisfactory to the C Facility Lenders that the New High Yield Notes which were
priced on or about the date on which C Facility Lenders first acceded to this
Agreement will be issued simultaneously with the Utilisation Date with respect
to the C Facility and that the proceeds thereof, together with the proceeds of
the C Facility shall be applied, directly or indirectly, towards repaying all
outstandings and liabilities under and in connection with the Alternative
Bridge Facility.  252


PART 8 - CONDITIONS PRECEDENT TO B5 FACILITY
AND B6 FACILITY UTILISATION  1.Corporate Documents  In relation to the Ultimate Parent, the Parent, each
Original Obligor and the US Borrower:  (a)in the case of a
company, a copy of its up to date constitutional documents or, in the case of a
partnership, a copy of its up to date partnership agreement, or in either case
a certificate of an authorised officer of the Company confirming that such
Obligors have not:  (i)amended
their constitutional documents in a manner which could reasonably be expected
to be materially adverse to the interests of the Lenders; and  (ii)revoked any
board, partner and/or shareholders (as applicable) resolutions  in each case since the date the Obligors
Certificates in relation to such Obligor were last delivered to the Facility
Agent.  (b)a copy of a board
resolution or a managers or partners resolution of such person approving the
execution, delivery and performance of the Fourth Amendment Letter and the
terms and conditions thereof and authorising a person or persons identified by
name or office to sign the Fourth Amendment Letter and any documents to be
delivered by such person pursuant to it;  (c)a duly completed
certificate of a duly authorised officer of such person in the form attached in
Part 2 ofSchedule3 (Form of Officers Certificate)
with such amendments as the Facility Agent may agree.  2.Finance Documents  Original duly executed
copies of the Fourth Amendment Letter.  3.Fees  Evidence that the agreed fees payable by the Company
in connection with the utilisation of the B5 Facility and B6 Facility have been
or will be paid.  4.Legal Opinions  An opinion of:  (a)White &
Case (London) LLP, legal advisers to the Facility Agent and the Mandated Lead
Arrangers on matters of English law;  (b)Fried, Frank,
Harris, Shriver & Jacobson (London) LLP, New York legal advisers to
Obligors on matters of New York law;  in each case as required in accordance with the
provisions of the Fourth Amendment Letter.  253


SCHEDULE 5  PART 1 - FORM OF UTILISATION REQUEST
(ADVANCES)  From:
  
  [Name of Borrower](the Borrower)To:
  
  Deutsche Bank
  AG, London Branchas Facility
  Agent  Date:  Dear Sirs  We refer to the
facilities agreement dated 3 March 2006 (as from time to time amended,
varied, novated or supplemented, the Facilities
Agreement) and made between, inter alia,
Virgin Media Inc. (formerly known as NTL Incorporated) as Ultimate Parent,
Virgin Media Finance PLC (formerly known as NTL Cable PLC) as Parent, Virgin
Media Investment Holdings Limited (formerly known as NTL Investment Holdings
Limited), Telewest Communications Networks Limited and VMIH Sub Limited
(formerly known as NTLIH Sub Limited) as UK Borrowers, Virgin Media Dover LLC
(formerly known as NTL Dover LLC) as US 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 Corporate Banking Europe SAS as Administrative Agent and the
financial and other institutions named in it as Lenders. Terms defined in the
Facilities Agreement shall have the same meanings in this Certificate.  We, [·]and [·], being authorised
signatories of the Borrower named below, give you notice that, pursuant to the
Facilities Agreement, we wish the Lenders to make an Advance on the following
terms:  (a)Facility to be
used: [A/A1/B1/B2/B3/B4/C/Revolving Facility]  (b)Sterling Amount:
£[·]  (c)Currency: [·]  (d)Interest
Period/Term: [·]month[s]  (e)Proposed date of
Advance: [·](or if that day is not a Business Day, the next
Business Day)  [We
hereby inform you that as of the date of this Utilisation Request, the
following Event of Default has occurred and is continuing or would result from
the making of this Utilisation [insert details].](2)[We confirm
that, at the date of this Utilisation Request, the Repeating Representations
are true in all material respects and no Default is continuing or would result
from the Advance to which this Utilisation Request relates.](3)  
 (2)
  
  Applicable for
  Rollover Advances only. Insert details of relevant Event of Default, if any.(3)
  
  Not applicable
  during Vanilla Certain Funds Period or Baseball Certain Funds Period and
  applicable for any Advance other than a Rollover Advance.  254


The proceeds of
this Utilisation should be credited to [insert account details].  Yours faithfully,  Authorised
  Signatory 
  for and on behalf of [Name of
  Borrower]
  
  Authorised
  Signatory 
  for and on behalf of [Name of
  Borrower]  255


PART 2 - FORM OF UTILISATION REQUEST
(DOCUMENTARY CREDITS)  From:
  
  [Name of Borrower]To:
  Deutsche Bank
  AG, London Branchas Facility
  Agentand[·]as the L/C Bank  Date:   Dear Sirs  We refer to the
facilities agreement dated 3 March 2006 (as from time to time amended,
varied, novated or supplemented, the Facilities
Agreement) and made between, inter alia,
Virgin Media Inc. (formerly known as NTL Incorporated) as Ultimate Parent,
Virgin Media Finance PLC (formerly known as NTL Cable PLC) as Parent, Virgin
Media Investment Holdings Limited (formerly known as NTL Investment Holdings
Limited), Telewest Communications Networks Limited and VMIH Sub Limited
(formerly known as NTLIH Sub Limited) as UK Borrowers, Virgin Media Dover LLC
(formerly known as NTL Dover LLC) as US 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 Corporate Banking Europe SAS as Administrative Agent and the
financial and other institutions named in it as Lenders.  Terms defined in the Facilities Agreement
shall have the same meanings in this Certificate.  We, [·]and [·], being authorised
signatories of the Borrower named below, give you notice that, pursuant to the
Facilities Agreement, we wish [name of L/C Bank] to issue a
Documentary Credit on the following terms:  (a)Name
of Beneficiary: [·]  (b)Address
of Beneficiary: [·]  (c)Purpose
of/Liabilities to be assured by the Documentary Credit: [insert details]  (d)Sterling
Amount: £[·]  (e)Currency:
[·]  (f)Expiry
Date: [·]month[s]  (g)Proposed
date of issue of Documentary Credit: [·](or if that day is not a Business Day, the next
Business Day)  256


[We
hereby inform you that as of the date of this Renewal Request, the following
Event of Default has occurred and is continuing or would result from the
issuance of the Documentary Credit requested hereunder [insert
details].](4)  [We
confirm that, at the date of this Utilisation Request, the Repeating
Representations are true in all material respects and no Default is continuing
or would result from the issuance of the Documentary Credit to which this
Utilisation Request relates.](5)  Upon issuance of
the Documentary Credit requested hereunder, please send the Documentary
Credit  to the Beneficiary at the address
shown above, with a copy to [insert details of relevant contact at the Borrower].  Yours faithfully  Authorised
  Signatory
  for and on behalf of[Name of
  Borrower]
  
  
  Authorised
  Signatory
  for and on behalf of[Name of
  Borrower]  
 (4)Applicable for Renewal Requests only.  Insert details of the relevant Event of
Default, if any.  (5)Applicable
to all Utilisation Requests in respect of a Documentary Credit (other than a
Renewal Request).  257


SCHEDULE 6
ASSOCIATED COSTS RATE  1.Associated Costs Rate for an Advance or Unpaid Sum
denominated in Sterling  The Associated Costs Rate for an Advance denominated
in Sterling shall be required to be paid to compensate the Lenders for the cost
attributable to such an Advance resulting from the imposition from time to time
under or pursuant to the Bank of England Act 1998 (the BoE Act) of a requirement to place
non-interest-bearing or Special Deposits (whether interest bearing or not) with
the Bank of England calculated by reference to liabilities used to fund the
Advance.  Such Associated Costs Rate shall be the rate
determined by the Facility Agent to be equal to the arithmetic mean (rounded
upward, if necessary, to 4 decimal places) of the respective rates notified by
each Reference Bank to the Facility Agent as the rate resulting from the
application (as appropriate) of the following formulae:    where on the day of application of a formula:  X
  
  is the
  percentage of Eligible Liabilities (in excess of any stated minimum) by reference
  to which that Reference Bank is required under or pursuant to the BoE Act to
  maintain cash ratio deposits with the Bank of England;L
  
  is LIBOR
  applicable to the relevant Advance;S
  
  is the level of
  interest bearing Special Deposits, expressed as a percentage of Eligible
  Liabilities, which that Reference Bank is required to maintain by the Bank of
  England (or other United Kingdom governmental authorities or agencies); andD
  
  is the
  percentage rate per annum payable by the Bank of England to that Reference
  Bank on Special Deposits.  (X, L, S and D shall be expressed in the formula as
numbers and not as percentages, e.g. if X = 0.15% and L = 7%, XL will be
calculated as 0.15 x 7 and not as 0.15% x 7%. 
A negative result obtained from subtracting D from L shall be counted as
zero.)  If any Reference Bank fails to notify any such rate
to the Facility Agent, the Associated Costs Rate shall be determined on the
basis of the rate(s) notified to the Facility Agent by the remaining
Reference Bank(s).  The Associated Costs Rate attributable to an Advance
or Unpaid Sum for any period, for the purposes of this paragraph 1, shall
be calculated at or about 11.00 a.m. on the first day of that period for
the duration of that period.  The determination of the Associated Costs Rate in
relation to any period, under this paragraph 1, shall, in the absence of
manifest error, be conclusive and binding on the parties to this Agreement.  If there is any change in circumstance (including
the imposition of alternative or additional requirements) which in the
reasonable opinion of the Facility Agent renders or will render either of the
above formulae (or any element of the formulae, or any defined term used in the  258


formulae) inappropriate or inapplicable, the
Facility Agent (following consultation with the Borrower and the Lenders) shall
be entitled to vary the same by giving notice to the parties.  Any such variation shall, in the absence of
manifest error, be conclusive and binding on the parties to this Agreement and
shall apply from the date specified in such notice.  2.Associated Costs Rate for an Advance or Unpaid Sum
denominated in a currency other than Sterling  2.1The
Associated Costs Rate in respect of any Advance denominated in a currency other
than Sterling shall be required to be paid if, whether now or in the future,
either:  (a)a
requirement to pay fees is imposed by the Financial Services Authority under
the Fees Regulations; or  (b)a
reserve requirement is imposed by the Central European Bank;  which, in either case, is applied to any Lender (and
would be applied generally to Lenders or financial institutions of a similar
nature to that Lender) as a consequence of its entering into and/or performing
its obligations under this Agreement and/or assuming or maintaining a
commitment under this Agreement and/or making one or more Advances hereunder.
If, as a result, that Lenders effective return on its overall capital is
reduced, the Borrower agrees to reimburse that Lender for such Associated Costs
Rate.  Such Associated Costs Rate shall be the rate
determined by the Facility Agent to be equal to the arithmetic mean (rounded
upward, if necessary, to 4 decimal places) of the respective rates notified by
each Reference Bank to the Facility Agent as the rate resulting from the
application (as appropriate) of the following formulae:    where on the day of application of a formula:  Eis
designed to compensate Lenders for amounts payable under the Fees Rules and
is calculated by the Facility Agent as being the average of the most recent
rates of charge supplied by the Reference Banks to the Agent pursuant to
paragraph 2.3 below and expressed in pounds per £1,000,000.  2.2In
the event that paragraph 2.1 applies, each Lender may submit a certificate
setting out a calculation of the Associated Costs Rate claimed by it to the
Facility Agent by no later than the date falling ten Business Days after the
end of each Relevant Period (the Certificate
Period). The Facility Agent will notify the Borrower of the amount
claimed by each such Lender within five Business Days after the end of the
relevant Certification Period and the Borrower shall reimburse that Lender for
the amount claimed within three Business Days after the date of such
notification.  2.3If
requested by the Facility Agent, each Reference Bank shall, as soon as
practicable after publication by the Financial Services Authority, supply to
the Facility Agent, the rate of charge payable by that Reference Bank to the
Financial Services Authority pursuant to the Fees Rules in respect of the
relevant financial year of the Financial Services Authority (calculated for
this purpose by that Reference Bank as being the average of the Fee Tariffs
applicable to that Reference Bank for that financial year) and expressed in
pounds per £1,000,000 of the Tariff Base of that Reference Bank.  259


3.Definitions  For the purposes of this Schedule 6:  Eligible
Liabilities and Special Deposits
have the meanings given to those terms under or pursuant to the BoE Act or by
the Bank of England (as may be appropriate), on the day of the application of
the formula.  Fees Rules
means the rules on periodic fees contained in the FSA Supervision Manual
or such other law or regulation as may be in force from time to time in respect
of the payment of fees for the acceptance of deposits.  Fees Regulations
means, as appropriate, either.  (a)the
Banking Supervision (Fees) Regulations 2000; or  (b)such
regulations as may be in force from time to time relating to the payment of
fees for Banking supervision after 31 March 2001.  Relevant Period
is, as appropriate:  (a)the
period beginning on the Original Execution Date and ending on the 31 December 2006,
or  (b)each
subsequent period of six months starting on the previous day of the preceding
period and ending on 30 June or, as the case may be, 31 December; and  (c)the
period shorter than six months which starts on the 30 June or 31 December in
a calendar year and ends on the Final Maturity Date falling within that
calendar year.  260


SCHEDULE 7  PART 1 - FORM OF ACCESSION NOTICE  THIS
ACCESSION NOTICEis entered into on [·]by [insert name of Holding Company] (Holdco)] /[[insert name of Subsidiary](the Subsidiary)] and [Virgin Media Finance PLC (formerly known as NTL
Cable PLC) (the Parent)]  [Virgin Media
Investment Holdings Limited (formerly known as NTL Investment Holdings Limited)
(the Company)] by way of a deed in favour of the Facility Agent, the
Mandated Lead Arrangers and the Lenders (each as defined in the Facilities
Agreement referred to below).  BACKGROUND  (A)We
refer to the facilities agreement dated 3 March 2006 (as from time to time
amended, varied, novated or supplemented, the Facilities Agreement) and made between, inter alia,
Virgin Media Inc. (formerly known as NTL Incorporated) as Ultimate Parent,
Virgin Media Finance PLC (formerly known as NTL Cable PLC) as Parent, Virgin
Media Investment Holdings Limited (formerly known as NTL Investment Holdings
Limited), Telewest Communications Networks Limited and VMIH Sub Limited
(formerly known as NTLIH Sub Limited) as UK Borrowers, Virgin Media Dover LLC
(formerly known as NTL Dover LLC) as US 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 Corporate Banking Europe SAS as Administrative Agent and the
financial and other institutions named in it as Lenders. Terms defined in the
Facilities Agreement shall have the same meanings in this Certificate.  (B)[The Subsidiaryis
required to accede to the Facilities Agreement as an Acceding Guarantor
pursuant to Clause 3.1 (Vanilla Conditions
Precedent) and Clause 26.2 (Acceding Guarantors).]  OR  [The Company has requested
that the Subsidiary becomes an Acceding Borrower and an Acceding Guarantor
pursuant to Clause 26.1 (Acceding
Borrowers) of the Facilities Agreement.]  OR  [The Company has requested
that the Subsidiary become an Acceding Guarantor pursuant to Clause 26.2 (Acceding Guarantors) of the Facilities Agreement.]  OR  [The Company has requested
that Holdco becomes a party to this Agreement as the Ultimate Parent pursuant
to Clause 26.3 (Acceding Holding Company)
of the Facilities Agreement.]  NOW
THIS DEED WITNESS AS FOLLOWS:  1.Terms
defined in the Facilities Agreement have the same meanings in this Accession
Notice.  2.[The Subsidiary/Holdco]
is a company [or specify any other type of entity]duly
incorporated, established or organised under the laws of [insert relevant jurisdiction].  261


3.[The Subsidiary/Holdco]
confirms that it has received from the Company a true and up-to-date copy of
the Facilities Agreement and the other Finance Documents.  4.[The Subsidiary/Holdco]
undertakes, upon its becoming a [party to the
Facilities Agreement/Borrower/Guarantor], to perform
all the obligations expressed to be undertaken under the Facilities Agreement, [the Group Intercreditor Agreement], [the HYD Intercreditor Agreement] and the other Finance Documents by [a Borrower][a Guarantor] [Holdco]and agrees that it shall be bound by the Facilities Agreement, [the Group Intercreditor Agreement], [the
HYD Intercreditor Agreement](6)
and the other Finance Documents in all respects as if it had been an original party
to them as [a Borrower][aGuarantor] [the Ultimate
Parent](7).  5.The
Company:  (a)repeats
the Repeating Representations identified as being made by it under Clause 21
(Representations and Warranties) upon the
date [the Subsidiary / Holdco] accedes to the Facilities Agreement; and  (b)confirms
that no Default [(other than any
Default which will be remedied by the accession of the [Acceding
Borrower][Acceding Guarantor] and each other person acceding as a [Borrower][Guarantor] on or about
the date of this Accession Notice)]
is continuing or will occur as a result of [the
Subsidiary/Holdco] becoming an [Acceding
Borrower/an Acceding Guarantor/ a party to this Agreement].  6.[The Subsidiary makes, in relation to itself, the
representations and warranties expressed to be made by a Guarantor in
Clause 21 (Representations and Warranties)
of the Facilities Agreement.](8)  OR  [The Subsidiary
makes, in relation to itself, the Repeating Representations expressed to be
made by a Borrower in Clause 21 (Representations
and Warranties) of the Facilities Agreement]  OR  [The Subsidiary
makes, in relation to itself, the Repeating Representations expressed to be
made by a Guarantor in Clause 21 (Representations and
Warranties) of the Facilities Agreement](9)  OR  [Holdco makes, in
relation to itself, the Repeating Representations expressed to be made by the
Ultimate Parent in Clause 21 (Representations and
Warranties) of the Facilities Agreement](10)  7.[The Subsidiary hereby
represents that it is subject to or is potentially liable to US Federal Income
Taxes or its members or shareholders are liable or potentially liable to US
Federal  
 (6)Delete if inapplicable  (7)Insert any legal
limitations on guarantee, if applicable.  (8)Original Guarantors only.  (9)Acceding Guarantors,
after the Merger Closing Date only.  (10)Acceding Holdco only.  262


Income Taxes in
  respect of its net income or profit and upon its accession to the Facilities
  Agreement as an Acceding Guarantor, it will be a Restricted Guarantor.](11)8.
  
  [[The
  Subsidiary/Holdco] confirms that
  it has appointed [Virgin Media
  Investment Holdings Limited (formerly known as NTL Investment Holdings
  Limited)] to be its process
  agent for the purposes of accepting service of Proceedings on it.](12)9.
  
  [The
  Subsidiary/Holdco]s
  administrative details for the purposes of the Facilities Agreement are as
  follows:Address:Contact:Telephone No:Fax No:10.
  
  This Accession Notice
  and the rights, benefits and obligations of the parties under this Accession
  Notice shall be governed by and construed in accordance with English Law.  This Accession
Notice has been executed as a Deed by the Borrower and [the
Parent / The Subsidiary / Holdco] and signed by
the Facility Agent on the date written at the beginning of this Accession
Notice.  [THE
SUBSIDIARY  EXECUTEDas
a DEED by[Name ofSubsidiary] acting by  Director
  )[insert name of director]Director/Secretary
  )[insert name of director/secretary]]  OR  [HOLDCO  EXECUTEDas
a DEED by[Insert name of
Holdco] acting by  Director
  )[insert name of director]Director/Secretary
  )[insert name of director/secretary]]  
 (11)Restricted Guarantors only.  (12)Non-English entities only  263


THE
COMPANY  EXECUTEDas
a DEED byVIRGIN MEDIA INVESTMENT HOLDINGS LIMITED (FORMERLY
KNOWN ASNTL INVESTMENT HOLDINGS
LIMITED)  acting by  Director
  )[insert name of director]Director/Secretary
  )[insert name of director/secretary]]   THE
FACILITY AGENT  DEUTSCHE
BANK AG, LONDON BRANCH  By:  264


PART 2 - ACCESSION DOCUMENTS  1.Corporate Documents  In relation to the proposed Acceding Group Company:  (a)a copy of its
up-to-date constitutional documents;  (b)a board
resolution or a managers resolution or a partners resolution of such person
approving the execution and delivery of the relevant Accession Notice, its
accession to the Facilities Agreement as an Acceding Guarantor, Acceding
Holding Company or Acceding Borrower, as applicable, and the performance of its
obligations under the Finance Documents and authorising a person or persons
identified by name or office to sign such Accession Notice and any other
documents to be delivered by it pursuant thereto;  (c)to the extent
legally necessary, a copy of a shareholders resolution of all the shareholders
of such person approving the execution, delivery and performance of the Finance
Documents to which it is a party and the terms and conditions to it; and  (d)a duly completed
certificate, of a duly authorised officer of such person substantially in the
form of Part 2 of Schedule 4 (Form of Officers
Certificate).  2.Legal Opinions  Such legal opinions as the Facility Agent may
reasonably require of such legal advisers as may be acceptable to the Facility
Agent, as to:  (a)the due
incorporation, capacity and authorisation of the relevant Acceding Group
Company; and  (b)the
relevant obligations to be assumed by the relevant Acceding Group Company under
the Finance Documents to which it is a party being legal, valid, binding and
enforceable against it,  in each case, under the relevant laws of the
jurisdiction of organisation or establishment of such Acceding Group Company,
as the case may be.  3.Necessary Authorisations  A copy of any Necessary Authorisation as is in, the
reasonable opinion of counsel to the Lenders necessary to render the Finance
Documents to which the relevant Acceding Group Company, is or is to be party
legal, valid, binding and enforceable to make the Finance Documents to which
the relevant Acceding Group Company is or is to be party admissible in evidence
in such Acceding Group Companys jurisdiction of incorporation and (if
different) in England and to enable such Acceding Group Company to perform its
obligations thereunder, as a matter of law save, in the case of any Acceding
Guarantor or Acceding Borrower, for any registrations or recordings required
for the perfection of the Security Documents and subject to the Reservations
(to the extent applicable).  4.Security Documents  In the case of an Acceding Guarantor or Acceding
Borrower, at least 2 original copies of any Security Documents required by the
Facility Agent, acting reasonably in accordance with the terms of this
Agreement duly executed by the proposed Acceding Guarantor or Acceding  265


Borrower together with all documents required to be
delivered pursuant to it provided the Acceding Guarantor or Acceding Borrower
shall be under no obligation to procure the granting of Security over any
shares, in receivables owed by, or any other interest in any Bank Group
Excluding Subsidiary or Project Company.  5.Process Agent  Written confirmation from any process agent referred
to in the relevant Accession Notice that it accepts its appointment as process
agent.  6.Financial Statements  The latest annual audited financial statements of
the relevant Acceding Group Company, if any.  266


SCHEDULE 8
FORM OF COMPLIANCE CERTIFICATE  To:Deutsche Bank AG,
London Branch
as Facility Agent  [Date]  Dear Sirs  Certificate
in respect of the [insert details of
relevant testing period] ended [insert
relevant Quarter Date] (the Certification Date)  We refer to the
facilities agreement dated 3 March 2006 (as from time to time amended, varied,
novated or supplemented, the Facilities
Agreement) and made between, inter alia,
Virgin Media Inc. (formerly known as NTL Incorporated) as Ultimate Parent,
Virgin Media Finance PLC (formerly known as NTL Cable PLC) as Parent, Virgin
Media Investment Holdings Limited (formerly known as NTL Investment Holdings
Limited), Telewest Communications Networks Limited and VMIH Sub Limited
(formerly known as NTLIH Sub Limited) as UK Borrowers, Virgin Media Dover LLC
(formerly known as NTL Dover LLC) as US 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 Corporate Banking Europe SAS as Administrative Agent and the financial and
other institutions named in it as Lenders. Terms defined in the Facilities
Agreement shall have the same meanings in this Compliance Certificate.  1.This Compliance
Certificate is provided in accordance with paragraph (a) of
Clause 22.5 (Compliance Certificates) of the
Facilities Agreement.  2.We, [·]and[·](13), being duly authorised signatories of the
Company as at the date of this Compliance Certificate, confirm that the
financial covenants contained in Clause 23 (Financial
Condition) of the Facilities Agreement have been complied with as at
the Certification Date. This confirmation is based on the following (applying
the rules for calculation set out in Clause 23 (Financial Condition)):  (a)The ratio of
Consolidated Net Debt to Consolidated Operating Cashflow for the period ending
on the Certification Date was [·].  (b)The ratio of
Consolidated Operating Cashflow to Consolidated
Total Net Cash Interest Payable for the period ending on the
Certification Date was [·].  (c)The ratio of Bank
Group Cash Flow to Consolidated Debt
Service for the period ending on the Certification Date was [·].  3.In
addition, we confirm that Bank Group
Consolidated Revenues for the financial year ended [·]was £[·].(14)  4.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.  5.The 80% Security Test was satisfied as at the
Certification Date.(15)  
 (13)At least one of whom shall
be a Financial Officer  (14)Applicable only for
Compliance Certificate to be delivered with annual financial information of the
Bank Group.  (15)Applicable only for
Compliance Certificate to be delivered with annual financial information of the
Bank Group.  267


6.We further
confirm that no Default is continuing as at the Certification Date.  7.This Compliance
Certificate is given by the authorised signatories of the Company named below
and is given without personal liability.   Yours faithfully,   Authorised
  Signatory 
  for and on behalf of
  
  Authorised
  Signatory 
  for and on behalf ofVIRGIN
  MEDIA INVESTMENT HOLDINGS
  LIMITED (FORMERLY KNOWN ASNTL 
  INVESTMENT HOLDINGS LIMITED)
  
  VIRGIN
  MEDIA INVESTMENT 
  HOLDINGS LIMITED (FORMERLY 
  KNOWN ASNTL INVESTMENT 
  HOLDINGS LIMITED)  268


SCHEDULE
9 PART 1 - MEMBERS OF THE BANK GROUP  NTL  ANDOVER
CABLEVISION LIMITED ANGLIA CABLE
COMMUNICATIONS LIMITED BERKHAMSTED
PROPERTIES & BUILDING CONTRACTORS LIMITED CABLE TELEVISION
LIMITED CABLE THAMES
VALLEY LIMITED CABLETEL (UK)
LIMITED CABLETEL CARDIFF
LIMITED CABLETEL CENTRAL
HERTFORDSHIRE LIMITED CABLETEL
HERTFORDSHIRE LIMITED CABLETEL HERTS
AND BEDS LIMITED CABLETEL
INVESTMENTS LIMITED CABLETEL NEWPORT CABLETEL NORTH
BEDFORDSHIRE LIMITED CABLETEL NORTHERN
IRELAND LIMITED CABLETEL SCOTLAND
LIMITED CABLETEL SURREY
AND HAMPSHIRE LIMITED CABLETEL TELECOM
SUPPLIES LIMITED CABLETEL WEST
GLAMORGAN LIMITED CABLETEL WEST
RIDING LIMITED CAMBRIDGE CABLE
SERVICES LIMITED CAMBRIDGE HOLDING
COMPANY LIMITED CCL CORPORATE
COMMUNICATION SERVICES LIMITED CHARTWELL
INVESTORS, LP COLUMBIA
MANAGEMENT LIMITED COMTEL CABLE
SERVICES LIMITED COMTEL COVENTRY
LIMITED CREDIT-TRACK DEBT
RECOVERY LIMITED DE FACTO 1159
LIMITED DIAMOND CABLE
(BASSETLAW) LIMITED DIAMOND CABLE
(BURTON-UPON-TRENT) LIMITED DIAMOND CABLE
(CHESTERFIELD) LIMITED DIAMOND CABLE
(GRANTHAM) LIMITED DIAMOND CABLE
(GRIMCLEE) LIMITED DIAMOND CABLE
(HINCKLEY) LIMITED  269


DIAMOND CABLE
(LEICESTER) LIMITED DIAMOND CABLE
(LINCOLN) LIMITED DIAMOND CABLE
(LINCOLNSHIRE) LIMITED DIAMOND CABLE
(MANSFIELD) LIMITED DIAMOND CABLE
(MELTON MOWBRAY) LIMITED DIAMOND CABLE
(NEWARK-ON-TRENT) LIMITED DIAMOND CABLE
(RAVENSHEAD) LIMITED DIAMOND CABLE
(VALE OF BELVOIR) LIMITED DIAMOND CABLE
ACQUISITIONS LIMITED DIAMOND CABLE
COMMUNICATIONS LIMITED DIAMOND CABLE
CONSTRUCTION LIMITED DIAMOND CABLE CPE
LIMITED DIAMOND HOLDINGS
LIMITED DIAMOND VISUAL
COMMUNICATIONS LIMITED DIGITAL
TELEVISION NETWORK LIMITED DTELS LIMITED EAST COAST CABLE
LIMITED EAST MIDLANDS
CABLE COMMUNICATIONS LIMITED EAST MIDLANDS
CABLE GROUP LIMITED EAST MIDLANDS CABLE
HOLDINGS LIMITED ENABLIS LIMITED HEARTLAND
CABLEVISION (UK) LIMITED HEARTLAND
CABLEVISION II (UK) LIMITED HERTS CABLE
LIMITED JEWEL HOLDINGS
LIMITED LANBASE EUROPEAN
HOLDINGS LIMITED LANBASE LIMITED LCL CABLE
(HOLDINGS) LIMITED LCL TELEPHONES
LIMITED LICHFIELD CABLE
COMMUNICATIONS LIMITED MAZA LIMITED METRO
HERTFORDSHIRE LIMITED METRO SOUTH WALES
LIMITED NNS UK HOLDINGS 1
LLC NNS UK HOLDINGS
2, INC NORTH CABLECOMMS
HOLDINGS, INC NORTH CABLECOMMS
LLC  270


NORTH CABLECOMMS
MANAGEMENT, INC NORTHAMPTON CABLE
TELEVISION LIMITED NTL (AYLESBURY
AND CHILTERN) LIMITED NTL (B) LIMITED NTL (BROADLAND)
LIMITED NTL (CHICHESTER)
LIMITED NTL (CITY AND
WESTMINSTER) LIMITED NTL (COUNTY
DURHAM) LIMITED NTL (CRUK)
LIMITED NTL (CWC
HOLDINGS) NTL (CWC)
CORPORATION LIMITED NTL (CWC) LIMITED NTL (CWC)
MANAGEMENT LIMITED NTL (CWC) NO 2
LIMITED NTL (CWC) NO 3
LIMITED NTL (CWC) NO 4
LIMITED NTL (CWC)
PROGRAMMING LIMITED NTL (CWC) UK NTL (EALING)
LIMITED NTL (EASTBOURNE
AND HASTINGS) LIMITED NTL (FENLAND)
LIMITED NTL (GREENWICH
AND LEWISHAM) LIMITED NTL (HAMPSHIRE)
LIMITED NTL (HARROGATE)
LIMITED NTL (HARROW)
LIMITED NTL (KENT)
LIMITED NTL (LAMBETH AND
SOUTHWARK) LIMITED NTL (LEEDS)
LIMITED NTL (NORWICH)
LIMITED NTL
(PETERBOROUGH) LIMITED NTL (SOUTH EAST)
LIMITED NTL (SOUTH
LONDON) LIMITED NTL (SOUTHAMPTON
AND EASTLEIGH) LIMITED NTL (SUNDERLAND)
LIMITED NTL (THAMESMEAD)
LIMITED NTL (TRIANGLE)
LLC NTL (V) LIMITED  271


NTL (WANDSWORTH)
LIMITED NTL (WEARSIDE)
LIMITED NTL (WEST LONDON)
LIMITED NTL (YORCAN)
LIMITED NTL (YORK)
LIMITED NTL ACQUISITION
COMPANY LIMITED NTL BOLTON
CABLEVISION HOLDING COMPANY NTL BROMLEY
COMPANY NTL BUSINESS
(IRELAND) LIMITED NTL BUSINESS
LIMITED NTL CABLECOMMS
BOLTON NTL CABLECOMMS
BROMLEY NTL CABLECOMMS
BURY AND ROCHDALE NTL CABLECOMMS
CHESHIRE NTL CABLECOMMS
DERBY NTL CABLECOMMS
EAST LANCASHIRE NTL CABLECOMMS
GREATER MANCHESTER NTL CABLECOMMS
GROUP LIMITED NTL CABLECOMMS
GROUP, INC NTL CABLECOMMS
HOLDINGS NO 1 LIMITED NTL CABLECOMMS
HOLDINGS NO 2 LIMITED NTL CABLECOMMS
LANCASHIRE NO  1 NTL CABLECOMMS
LANCASHIRE NO 2 NTL CABLECOMMS
LIMITED NTL CABLECOMMS
MACCLESFIELD NTL CABLECOMMS
MANCHESTER LIMITED NTL CABLECOMMS
OLDHAM AND TAMESIDE NTL CABLECOMMS
SOLENT NTL CABLECOMMS
STAFFORDSHIRE NTL CABLECOMMS
STOCKPORT NTL CABLECOMMS
SURREY NTL CABLECOMMS
SUSSEX NTL CABLECOMMS
WESSEX NTL CABLECOMMS
WEST SURREY LIMITED NTL CABLECOMMS
WIRRAL NTL CAMBRIDGE
LIMITED NTL CHARTWELL
HOLDINGS 2, INC  272


NTL CHARTWELL
HOLDINGS LIMITED NTL CHARTWELL
HOLDINGS, INC NTL
COMMUNICATIONS SERVICES LIMITED NTL DARLINGTON
LIMITED NTL DERBY
CABLEVISION HOLDING COMPANY NTL EQUIPMENT NO
1 LIMITED NTL EQUIPMENT NO
2 LIMITED NTL FINANCE
LIMITED NTL GLASGOW NTL GLASGOW
HOLDINGS LIMITED NTL HOLDINGS
(BROADLAND) LIMITED NTL HOLDINGS
(EAST LONDON) LIMITED NTL HOLDINGS
(FENLAND) LIMITED NTL HOLDINGS
(LEEDS) LIMITED NTL HOLDINGS
(NORWICH) LIMITED NTL HOLDINGS
(PETERBOROUGH) LIMITED NTL INTERNET
LIMITED NTL INTERNET
SERVICES LIMITED NTL IRISH
HOLDINGS LIMITED NTL KIRKLEES NTL KIRKLEES
HOLDINGS LIMITED NTL LIMITED NTL MANCHESTER
CABLEVISION HOLDING COMPANY NTL MICROCLOCK
SERVICES LIMITED NTL MIDLANDS
LIMITED NTL MILTON KEYNES
LIMITED NTL NATIONAL
NETWORKS LIMITED NTL NETWORKS
LIMITED NTL NORTH
CABLECOMMS HOLDINGS, INC NTL NORTH
CABLECOMMS MANAGEMENT, INC NTL PARTCHEER
COMPANY LIMITED NTL PROGRAMMING
SUBSIDIARY COMPANY NTL RECTANGLE
LIMITED NTL SIDEOFFER
LIMITED NTL SOLENT
COMPANY NTL SOLENT
TELEPHONE AND CABLE TV COMPANY LIMITED NTL SOUTH
CABLECOMMS HOLDINGS, INC  273


NTL SOUTH
CABLECOMMS MANAGEMENT, INC NTL SOUTH CENTRAL
LIMITED NTL SOUTH WALES
LIMITED NTL STREETUNIQUE
PROJECTS LIMITED NTL STREETUNIT
PROJECTS LIMITED NTL STREETUSUAL
SERVICES LIMITED NTL STREETVISION
SERVICES LIMITED NTL STREETVITAL
SERVICES LIMITED NTL STREETWARM
SERVICES LIMITED NTL STREETWIDE
SERVICES LIMITED NTL STRIKEAGENT
TRADING LIMITED NTL STRIKEAMOUNT
TRADING LIMITED NTL STRIKEAPART
TRADING LIMITED NTL SURREY
COMPANY NTL SUSSEX
COMPANY NTL SYSTEMS
LIMITED NTL TECHNICAL
SUPPORT COMPANY LIMITED NTL TEESSIDE
LIMITED NTL TELECOM
SERVICES LIMITED NTL UK CABLECOMMS
HOLDINGS, INC NTL UK TELEPHONE
AND CABLE TV HOLDING COMPANY LIMITED NTL VICTORIA LIMITED NTL VICTORIA II
LIMITED NTL WESSEX
COMPANY NTL WESTMINSTER
LIMITED NTL WINSTON
HOLDINGS LIMITED NTL WINSTON
HOLDINGS, INC NTL WIRRAL
COMPANY NTL WIRRAL
TELEPHONE AND CABLE TV COMPANY OXFORD CABLE
LIMITED PROSPECTRE
LIMITED SECURE BACKUP
SYSTEMS LIMITED SOUTH CABLECOMMS
HOLDINGS, INC SOUTH CABLECOMMS
LLC SOUTH CABLECOMMS
MANAGEMENT, INC SOUTHERN EAST
ANGLIA CABLE LIMITED STAFFORD
COMMUNICATIONS LIMITED  274


SWINDON CABLE
LIMITED TAMWORTH CABLE
COMMUNICATIONS LIMITED VIRGIN MEDIA
DIRECTORS LIMITED (FORMERLY KNOWN AS NTL DIRECTORS LIMITED) VIRGIN MEDIA
DOVER LLC (FORMERLY KNOWN AS NTL DOVER LLC) VIRGIN MEDIA
INVESTMENT HOLDINGS LIMITED (FORMERLY KNOWN AS NTL INVESTMENT HOLDINGS LIMITED) VIRGIN MEDIA
LIMITED (FORMERLY KNOWN AS NTL GROUP LIMITED) VIRGIN MEDIA
SECRETARIES LIMITED (FORMERLY KNOWN AS NTL SECRETARIES LIMITED) VIRGIN NET
LIMITED VISION NETWORKS
SERVICES UK LIMITED VMIH SUB LIMITED
(FORMERLY KNOWN AS NTLIH SUB LIMITED) WESSEX CABLE
LIMITED WINSTON INVESTORS
LLC WORKPLACE
TECHNOLOGIES TRUSTEES COMPANY LIMITED XL DEBT RECOVERY
AGENCY LIMITED X-TANT LIMITED  TELEWEST
AND FLEXTECH COMPANIES  AVON CABLE INVESTMENTS LIMITED BARNSLEY CABLE COMMUNICATIONS LIMITED BIRMINGHAM CABLE CORPORATION LIMITED BIRMINGHAM CABLE FINANCE LIMITED BIRMINGHAM CABLE LIMITED BLUE YONDER WORKWISE LIMITED BRADFORD CABLE COMMUNICATIONS LIMITED BRAVO TV LIMITED CABLE ADNET LIMITED CABLE CAMDEN LIMITED CABLE COMMUNICATIONS (TELECOM) LIMITED CABLE COMMUNICATIONS LIMITED CABLE ENFIELD LIMITED CABLE FINANCE LIMITED CABLE HACKNEY & ISLINGTON LIMITED CABLE HARINGEY LIMITED CABLE INTERACTIVE LIMITED CABLE INTERNET LIMITED  275


CABLE LONDON LIMITED CABLE ON DEMAND LIMITED CAPITAL CITY CABLEVISION LIMITED CENTRAL CABLE HOLDINGS LIMITED CENTRAL CABLE LIMITED CENTRAL CABLE SALES LIMITED CHALLENGE TV CHARIOT COLLECTION SERVICES LIMITED CONTINENTAL SHELF 16 LIMITED CRYSTAL PALACE RADIO LIMITED CRYSTALVISION PRODUCTIONS LIMITED DONCASTER CABLE COMMUNICATIONS LIMITED DUNDEE CABLE AND SATELLITE LIMITED ED STONE LIMITED EDINBURGH CABLEVISION LIMITED EMS INVESTMENTS LIMITED EUROBELL (HOLDINGS) LIMITED EUROBELL (IDA) LTD EUROBELL (NO 2) LIMITED EUROBELL (NO 3) LIMITED EUROBELL (NO 4) LIMITED EUROBELL (SOUTH WEST) LIMITED EUROBELL (SUSSEX) LIMITED EUROBELL (WEST KENT) LIMITED EUROBELL CPE LIMITED EUROBELL INTERNET SERVICES LIMITED EUROBELL LIMITED EUROPEAN BUSINESS NETWORK LIMITED FASTRAK LIMITED FILEGALE LIMITED FLEXTECH (1992) LIMITED FLEXTECH (KINDERNET INVESTMENT) LIMITED FLEXTECH (TRAVEL CHANNEL) LIMITED FLEXTECH BROADBAND HOLDINGS LIMITED FLEXTECH BROADBAND LIMITED FLEXTECH BROADCASTING LIMITED FLEXTECH BUSINESS NEWS LIMITED  276


FLEXTECH CHILDRENS CHANNEL LIMITED FLEXTECH COMMUNICATIONS LIMITED FLEXTECH DIGITAL BROADCASTING LIMITED FLEXTECH DISTRIBUTION LIMITED FLEXTECH FAMILY CHANNEL LIMITED FLEXTECH HOLDCO LIMITED FLEXTECH IVS LIMITED FLEXTECH MEDIA HOLDINGS LIMITED FLEXTECH MUSIC PUBLISHING LIMITED FLEXTECH RIGHTS LIMITED FLEXTECH VENTURES LIMITED FLEXTECH VIDEO GAMES LIMITED FLEXTECH-FLEXINVEST LIMITED GENERAL CABLE GROUP LIMITED GENERAL CABLE HOLDINGS LIMITED GENERAL CABLE INVESTMENTS LIMITED GENERAL CABLE LIMITED GENERAL CABLE PROGRAMMING LIMITED HALIFAX CABLE COMMUNICATIONS LIMITED HIERONYMOUS LIMITED IMMINUS (IRELAND) LIMITED IMMINUS LIMITED INTERACTIVE DIGITAL SALES LIMITED IVS CABLE HOLDINGS LIMITED LEWIS REED DEBT RECOVERY LIMITED LIVING TV LIMITED MATCHCO DIRECTORS LIMITED MATCHCO LIMITED MATCHCO SECRETARIES LIMITED MAYFAIR WAY MANAGEMENT LIMITED MIDDLESEX CABLE LIMITED MINOTAUR INTERNATIONAL LIMITED NORTHERN CREDIT LIMITED PERTH CABLE TELEVISION LIMITED ROTHERHAM CABLE COMMUNICATIONS LIMITED SCREENSHOP LIMITED SHEFFIELD CABLE COMMUNICATIONS LIMITED  277


SIT-UP LIMITED SOUTHWESTERN BELL INTERNATIONAL HOLDINGS
LIMITED TELEWEST CARRIER SERVICES LIMITED TELEWEST COMMUNICATIONS (CENTRAL
LANCASHIRE) LIMITED TELEWEST COMMUNICATIONS (COTSWOLDS) LIMITED TELEWEST COMMUNICATIONS (CUMBERNAULD)
LIMITED TELEWEST COMMUNICATIONS (DUMBARTON) LIMITED TELEWEST COMMUNICATIONS (DUNDEE &
PERTH) LIMITED TELEWEST COMMUNICATIONS (EAST LOTHIAN AND
FIFE) LIMITED TELEWEST COMMUNICATIONS (FALKIRK) LIMITED TELEWEST COMMUNICATIONS (FYLDE &
WYRE) LIMITED TELEWEST COMMUNICATIONS (GLENROTHES)
LIMITED TELEWEST COMMUNICATIONS (INTERNET) LIMITED TELEWEST COMMUNICATIONS (LIVERPOOL) LIMITED TELEWEST COMMUNICATIONS (LONDON SOUTH)
LIMITED TELEWEST COMMUNICATIONS (MIDLANDS AND NORTH
WEST) LIMITED TELEWEST COMMUNICATIONS (MIDLANDS) LIMITED TELEWEST COMMUNICATIONS (MOTHERWELL)
LIMITED TELEWEST COMMUNICATIONS (NOMINEES) LIMITED TELEWEST COMMUNICATIONS (NORTH EAST)
LIMITED TELEWEST COMMUNICATIONS (NORTH WEST)
LIMITED TELEWEST COMMUNICATIONS (PUBLICATIONS)
LIMITED TELEWEST COMMUNICATIONS (SCOTLAND HOLDINGS)
LIMITED TELEWEST COMMUNICATIONS (SCOTLAND) LIMITED TELEWEST COMMUNICATIONS (SOUTH EAST)
LIMITED TELEWEST COMMUNICATIONS (SOUTH THAMES
ESTUARY) LIMITED TELEWEST COMMUNICATIONS (SOUTH WEST)
LIMITED TELEWEST COMMUNICATIONS (SOUTHPORT) LIMITED TELEWEST COMMUNICATIONS (ST HELENS &
KNOWSLEY) LIMITED TELEWEST COMMUNICATIONS (TAUNTON &
BRIDGWATER) LIMITED TELEWEST COMMUNICATIONS (TELFORD) LIMITED TELEWEST COMMUNICATIONS (TYNESIDE) LIMITED TELEWEST COMMUNICATIONS (WIGAN) LIMITED TELEWEST COMMUNICATIONS CABLE LIMITED TELEWEST COMMUNICATIONS GROUP LIMITED TELEWEST COMMUNICATIONS HOLDINGS LIMITED TELEWEST COMMUNICATIONS NETWORKS LIMITED  278


TELEWEST COMMUNICATIONS SERVICES LIMITED TELEWEST GLOBAL FINANCE LLC TELEWEST HEALTH TRUSTEES LIMITED TELEWEST LIMITED TELEWEST PARLIAMENTARY HOLDINGS LIMITED TELEWEST SHARE TRUST LIMITED TELEWEST TRUSTEES LIMITED TELEWEST UK LIMITED TELEWEST WORKWISE LIMITED TELSO COMMUNICATIONS LIMITED THE CABLE CORPORATION EQUIPMENT LIMITED THE CABLE CORPORATION LIMITED THE CABLE EQUIPMENT STORE LIMITED THE NORTH LONDON CHANNEL LIMITED THE YORKSHIRE CABLE GROUP LIMITED THESEUS NO.1 LIMITED THESEUS NO.2 LIMITED TROUBLE TV LIMITED TVS PENSION FUND TRUSTEES LIMITED TVS TELEVISION LIMITED UNITED ARTISTS INVESTMENTS LIMITED VIRGIN MEDIA TELEVISION LIMITED (FORMERLY
KNOWN ASFLEXTECH TELEVISION LIMITED) WAKEFIELD CABLE COMMUNICATIONS LIMITED PINNACLE DEBT RECOVERY LIMITED WINDSOR TELEVISION LIMITED YORKSHIRE CABLE COMMUNICATIONS LIMITED YORKSHIRE CABLE FINANCE LIMITED YORKSHIRE CABLE LIMITED YORKSHIRE CABLE PROPERTIES LIMITED YORKSHIRE CABLE TELECOM LIMITED  PARTNERSHIPS AND JOINT
VENTURES  EDINBURGH CABLE LIMITED PARTNERSHIP AVON CABLE JOINT VENTURE AVON CABLE LIMITED PARTNERSHIP COTSWOLDS CABLE LIMITED PARTNERSHIP TELEWEST COMMUNICATIONS (COTSWOLDS) VENTURE ESTUARIES CABLE LIMITED PARTNERSHIP  279


LONDON SOUTH CABLE PARTNERSHIP TELEWEST COMMUNICATIONS (LONDON SOUTH)
JOINT VENTURE TELEWEST COMMUNICATIONS (SCOTLAND) VENTURE TELEWEST COMMUNICATIONS (NORTH EAST)
PARTNERSHIP TYNESIDE CABLE LIMITED PARTNERSHIP UNITED CABLE (LONDON SOUTH) LIMITED PARTNERSHIP TCI/US WEST CABLE COMMUNICATIONS GROUP  280


PART 2 - MEMBERS OF THE TELEWEST GROUP  ACTION
STATIONS (2000) LIMITED ACTION STATIONS (LAKESIDE) LIMITED AVON CABLE INVESTMENTS LIMITED BARNSLEY CABLE COMMUNICATIONS LIMITED BIRMINGHAM CABLE CORPORATION LIMITED BIRMINGHAM CABLE FINANCE LIMITED BIRMINGHAM CABLE LIMITED BLUE YONDER WORKWISE LIMITED BRADFORD CABLE COMMUNICATIONS LIMITED BRAVO TV LIMITED CABLE ADNET LIMITED CABLE CAMDEN LIMITED CABLE COMMUNICATIONS (TELECOM) LIMITED CABLE COMMUNICATIONS LIMITED CABLE ENFIELD LIMITED CABLE FINANCE LIMITED CABLE GUIDE LIMITED CABLE HACKNEY & ISLINGTON LIMITED CABLE HARINGEY LIMITED CABLE INTERACTIVE LIMITED CABLE INTERNET LIMITED CABLE LONDON LIMITED CABLE ON DEMAND LIMITED CAPITAL CITY CABLEVISION LIMITED CENTRAL CABLE HOLDINGS LIMITED CENTRAL CABLE LIMITED CENTRAL CABLE SALES LIMITED CHALLENGE TV CHARIOT COLLECTION SERVICES LIMITED CONTINENTAL SHELF 16 LIMITED CRYSTAL PALACE RADIO LIMITED CRYSTALVISION PRODUCTIONS LIMITED DONCASTER CABLE COMMUNICATIONS LIMITED DUNDEE CABLE AND SATELLITE LIMITED ED STONE LIMITED  281


EDINBURGH CABLEVISION LIMITED EMS INVESTMENTS LIMITED EUROBELL (HOLDINGS) LIMITED EUROBELL (IDA) LTD EUROBELL (NO 2) LIMITED EUROBELL (NO 3) LIMITED EUROBELL (NO 4) LIMITED EUROBELL (SOUTH WEST) LIMITED EUROBELL (SUSSEX) LIMITED EUROBELL (WEST KENT) LIMITED EUROBELL CPE LIMITED EUROBELL INTERNET SERVICES LIMITED EUROBELL LIMITED EUROPEAN BUSINESS NETWORK LIMITED FASTRAK LIMITED FILEGALE LIMITED FLEXIMEDIA LIMITED FLEXTECH (1992) LIMITED FLEXTECH (KINDERNET INVESTMENT) LIMITED FLEXTECH (TRAVEL CHANNEL) LIMITED FLEXTECH BROADBAND HOLDINGS LIMITED FLEXTECH BROADBAND LIMITED FLEXTECH BROADCASTING LIMITED FLEXTECH BUSINESS NEWS LIMITED FLEXTECH CHILDRENS CHANNEL LIMITED FLEXTECH COMMUNICATIONS LIMITED FLEXTECH DIGITAL BROADCASTING LIMITED FLEXTECH DISTRIBUTION LIMITED FLEXTECH FAMILY CHANNEL LIMITED FLEXTECH HOLDCO LIMITED FLEXTECH HOMESHOPPING LIMITED FLEXTECH INTERACTIVE LIMITED FLEXTECH INVESTMENTS (JERSEY) LIMITED FLEXTECH IVS LIMITED FLEXTECH LIMITED FLEXTECH MEDIA HOLDINGS LIMITED FLEXTECH MUSIC PUBLISHING LIMITED  282


FLEXTECH RIGHTS LIMITED FLEXTECH VENTURES LIMITED FLEXTECH VIDEO GAMES LIMITED FLEXTECH-FLEXINVEST LIMITED FLORIDA HOMESHOPPING LIMITED GENERAL CABLE GROUP LIMITED GENERAL CABLE HOLDINGS LIMITED GENERAL CABLE INVESTMENTS LIMITED GENERAL CABLE LIMITED GENERAL CABLE PROGRAMMING LIMITED HALIFAX CABLE COMMUNICATIONS LIMITED HIERONYMOUS LIMITED IMMINUS (IRELAND) LIMITED IMMINUS LIMITED INTERACTIVE DIGITAL SALES LIMITED IVS CABLE HOLDINGS LIMITED LEWIS REED DEBT RECOVERY LIMITED LIVING TV LIMITED MATCHCO DIRECTORS LIMITED MATCHCO LIMITED MATCHCO SECRETARIES LIMITED MAYFAIR WAY MANAGEMENT LIMITED MIDDLESEX CABLE LIMITED MINOTAUR INTERNATIONAL LIMITED MIXMAX LIMITED NETWORK GAMING CONSULTING LIMITED NORTHERN CREDIT LIMITED PERTH CABLE TELEVISION LIMITED RAPID BANKING SOLUTIONS LIMITED RAPID BUSINESS SOLUTIONS LIMITED RAPID PERSONAL DIGITAL SOLUTIONS LIMITED RAPID TRAVEL SOLUTIONS LIMITED ROTHERHAM CABLE COMMUNICATIONS LIMITED SCREENSHOP LIMITED SHEFFIELD CABLE COMMUNICATIONS LIMITED SIT-UP LIMITED SMASHEDATOM LIMITED  283


SOUTHWESTERN BELL INTERNATIONAL HOLDINGS
LIMITED START! GAMES LIMITED SUPPORTHAVEN PUBLIC LIMITED COMPANY TAKE FOUR BV TELEWEST CARRIER SERVICES LIMITED TELEWEST COMMUNICATIONS (CENTRAL
LANCASHIRE) LIMITED TELEWEST COMMUNICATIONS (COTSWOLDS) LIMITED TELEWEST COMMUNICATIONS (CUMBERNAULD)
LIMITED TELEWEST COMMUNICATIONS (DUMBARTON) LIMITED TELEWEST COMMUNICATIONS (DUNDEE &
PERTH) LIMITED TELEWEST COMMUNICATIONS (EAST LOTHIAN AND
FIFE) LIMITED TELEWEST COMMUNICATIONS (FALKIRK) LIMITED TELEWEST COMMUNICATIONS (FYLDE &
WYRE) LIMITED TELEWEST COMMUNICATIONS (GLENROTHES)
LIMITED TELEWEST COMMUNICATIONS (INTERNET) LIMITED TELEWEST COMMUNICATIONS (LIVERPOOL) LIMITED TELEWEST COMMUNICATIONS (LONDON SOUTH)
LIMITED TELEWEST COMMUNICATIONS (MIDLANDS AND NORTH
WEST) LIMITED TELEWEST COMMUNICATIONS (MIDLANDS) LIMITED TELEWEST COMMUNICATIONS (MOTHERWELL)
LIMITED TELEWEST COMMUNICATIONS (NOMINEES) LIMITED TELEWEST COMMUNICATIONS (NORTH EAST)
LIMITED TELEWEST COMMUNICATIONS (NORTH WEST)
LIMITED TELEWEST COMMUNICATIONS (PUBLICATIONS)
LIMITED TELEWEST COMMUNICATIONS (SCOTLAND HOLDINGS)
LIMITED TELEWEST COMMUNICATIONS (SCOTLAND) LIMITED TELEWEST COMMUNICATIONS (SOUTH EAST)
LIMITED TELEWEST COMMUNICATIONS (SOUTH THAMES
ESTUARY) LIMITED TELEWEST COMMUNICATIONS (SOUTH WEST)
LIMITED TELEWEST COMMUNICATIONS (SOUTHPORT) LIMITED TELEWEST COMMUNICATIONS (ST HELENS &
KNOWSLEY) LIMITED TELEWEST COMMUNICATIONS (TAUNTON &
BRIDGWATER) LIMITED TELEWEST COMMUNICATIONS (TELFORD) LIMITED TELEWEST COMMUNICATIONS (TYNESIDE) LIMITED TELEWEST COMMUNICATIONS (WIGAN) LIMITED TELEWEST COMMUNICATIONS CABLE LIMITED TELEWEST COMMUNICATIONS GROUP LIMITED  284


TELEWEST COMMUNICATIONS HOLDCO LIMITED TELEWEST COMMUNICATIONS HOLDINGS LIMITED TELEWEST COMMUNICATIONS NETWORKS LIMITED TELEWEST COMMUNICATIONS SERVICES LIMITED TELEWEST DIRECTORS LIMITED TELEWEST FINANCE CORPORATION TELEWEST GLOBAL FINANCE LLC TELEWEST HEALTH TRUSTEES LIMITED TELEWEST LIMITED TELEWEST PARLIAMENTARY HOLDINGS LIMITED TELEWEST SHARE TRUST LIMITED TELEWEST TRUSTEES LIMITED TELEWEST UK LIMITED TELEWEST WORKWISE LIMITED TELSO COMMUNICATIONS LIMITED THE CABLE CORPORATION EQUIPMENT LIMITED THE CABLE CORPORATION LIMITED THE CABLE EQUIPMENT STORE LIMITED THE NORTH LONDON CHANNEL LIMITED THE YORKSHIRE CABLE GROUP LIMITED THESEUS NO.1 LIMITED THESEUS NO.2 LIMITED TROUBLE TV LIMITED TVS PENSION FUND TRUSTEES LIMITED TVS TELEVISION LIMITED UNITED ARTISTS INVESTMENTS LIMITED VIRGIN MEDIA TELEVISION LIMITED (FORMERLY
KNOWN ASFLEXTECH TELEVISION LIMITED) WAKEFIELD CABLE COMMUNICATIONS LIMITED PINNACLE DEBT RECOVERY LIMITED WINDSOR TELEVISION LIMITED YORKSHIRE CABLE COMMUNICATIONS LIMITED YORKSHIRE CABLE FINANCE LIMITED YORKSHIRE CABLE LIMITED YORKSHIRE CABLE PROPERTIES LIMITED YORKSHIRE CABLE TELECOM LIMITED  PARTNERSHIPS AND JOINT
VENTURES  AVON
CABLE JOINT VENTURE  285


AVON CABLE LIMITED PARTNERSHIP COTSWOLDS CABLE
LIMITED PARTNERSHIP EDINBURGH CABLE
LIMITED PARTNERSHIP ESTUARIES CABLE
LIMITED PARTNERSHIP LONDON SOUTH
CABLE PARTNERSHIP TELEWEST
COMMUNICATIONS (LONDON SOUTH) JOINT VENTURE TELEWEST
COMMUNICATIONS (SOUTH EAST) PARTNERSHIP TCI/US
WEST CABLE COMMUNICATIONS GROUP TELEWEST COMMUNICATIONS (COTSWOLDS) VENTURE TELEWEST COMMUNICATIONS (NORTH EAST)
PARTNERSHIP TELEWEST COMMUNICATIONS (SCOTLAND) VENTURE TELEWEST COMMUNICATIONS (SOUTH EAST)
PARTNERSHIP TYNESIDE CABLE LIMITED PARTNERSHIP UNITED CABLE (LONDON SOUTH) LIMITED
PARTNERSHIP  286


PART 3 - MEMBERS OF THE NTL GROUP  ANDOVER
CABLEVISION LIMITED ANGLIA CABLE
COMMUNICATIONS LIMITED BEARSDEN
NOMINEES, INC BERKHAMSTED
PROPERTIES & BUILDING CONTRACTORS LIMITED CABLE TELEVISION
LIMITED CABLE THAMES
VALLEY LIMITED CABLETEL (UK)
LIMITED CABLETEL CARDIFF
LIMITED CABLETEL CENTRAL
HERTFORDSHIRE LIMITED CABLETEL
HERTFORDSHIRE LIMITED CABLETEL HERTS
AND BEDS LIMITED CABLETEL
INVESTMENTS LIMITED CABLETEL NEWPORT CABLETEL NORTH
BEDFORDSHIRE LIMITED CABLETEL NORTHERN
IRELAND LIMITED CABLETEL PROGRAMMING,
INC CABLETEL SCOTLAND
LIMITED CABLETEL SURREY
AND HAMPSHIRE LIMITED CABLETEL TELECOM
SUPPLIES LIMITED CABLETEL VENTURES
INC CABLETEL WEST
GLAMORGAN LIMITED CABLETEL WEST
RIDING LIMITED CAMBRIDGE CABLE
SERVICES LIMITED CAMBRIDGE HOLDING
COMPANY LIMITED CCL CORPORATE
COMMUNICATION SERVICES LIMITED CHARTWELL
INVESTORS, LP COLUMBIA
MANAGEMENT LIMITED COMMUNICATIONS
CABLE FUNDING CORP COMTEL CABLE
SERVICES LIMITED COMTEL COVENTRY
LIMITED CREDIT-TRACK DEBT
RECOVERY LIMITED DE FACTO 1159
LIMITED DIAMOND CABLE
(BASSETLAW) LIMITED DIAMOND CABLE
(BURTON-UPON-TRENT) LIMITED DIAMOND CABLE
(CHESTERFIELD) LIMITED  287


DIAMOND CABLE
(GRANTHAM) LIMITED DIAMOND CABLE
(GRIMCLEE) LIMITED DIAMOND CABLE
(HINCKLEY) LIMITED DIAMOND CABLE
(LEICESTER) LIMITED DIAMOND CABLE
(LINCOLN) LIMITED DIAMOND CABLE
(LINCOLNSHIRE) LIMITED DIAMOND CABLE
(MANSFIELD) LIMITED DIAMOND CABLE
(MELTON MOWBRAY) LIMITED DIAMOND CABLE
(NEWARK-ON-TRENT) LIMITED DIAMOND CABLE
(RAVENSHEAD) LIMITED DIAMOND CABLE
(VALE OF BELVOIR) LIMITED DIAMOND CABLE
ACQUISITIONS LIMITED DIAMOND CABLE
COMMUNICATIONS LIMITED DIAMOND CABLE
CONSTRUCTION LIMITED DIAMOND CABLE CPE
LIMITED DIAMOND HOLDINGS
LIMITED DIAMOND VISUAL
COMMUNICATIONS LIMITED DIGITAL
TELEVISION NETWORK LIMITED DTELS LIMITED EAST COAST CABLE
LIMITED EAST MIDLANDS
CABLE COMMUNICATIONS LIMITED EAST MIDLANDS
CABLE GROUP LIMITED EAST MIDLANDS
CABLE HOLDINGS LIMITED ENABLIS LIMITED HEARTLAND
CABLEVISION (UK) LIMITED HEARTLAND
CABLEVISION II (UK) LIMITED HERTS CABLE
LIMITED JEWEL HOLDINGS
LIMITED LANBASE EUROPEAN
HOLDINGS LIMITED LANBASE LIMITED LCL CABLE
(HOLDINGS) LIMITED LCL TELEPHONES
LIMITED LICHFIELD CABLE
COMMUNICATIONS LIMITED MAZA LIMITED MERGER SUB INC METRO
HERTFORDSHIRE LIMITED METRO SOUTH WALES
LIMITED  288


NNS UK HOLDINGS 1
LLC NNS UK HOLDINGS
2, INC NORTH CABLECOMMS
HOLDINGS, INC NORTH CABLECOMMS
LLC NORTH CABLECOMMS
MANAGEMENT, INC NORTHAMPTON CABLE
TELEVISION LIMITED NTL (AYLESBURY
AND CHILTERN) LIMITED NTL (B) LIMITED NTL (BCM PLAN)
PENSION TRUSTEES LIMITED NTL (BROADLAND)
LIMITED NTL (CHICHESTER)
LIMITED NTL (CITY AND
WESTMINSTER) LIMITED NTL (COUNTY
DURHAM) LIMITED NTL (CRUK)
LIMITED NTL (CWC
HOLDINGS) NTL (CWC)
CORPORATION LIMITED NTL (CWC) LIMITED NTL (CWC)
MANAGEMENT LIMITED NTL (CWC) NO 2
LIMITED NTL (CWC) NO 3
LIMITED NTL (CWC) NO 4
LIMITED NTL (CWC)
PROGRAMMING LIMITED NTL (CWC) UK NTL (EALING)
LIMITED NTL (EASTBOURNE
AND HASTINGS) LIMITED NTL (FENLAND)
LIMITED NTL (GREENWICH
AND LEWISHAM) LIMITED NTL (HAMPSHIRE)
LIMITED NTL (HARROGATE)
LIMITED NTL (HARROW)
LIMITED NTL (KENT)
LIMITED NTL (LAMBETH AND
SOUTHWARK) LIMITED NTL (LEEDS)
LIMITED NTL (NORWICH)
LIMITED NTL
(PETERBOROUGH) LIMITED NTL (SOUTH EAST)
LIMITED NTL (SOUTH
HERTFORDSHIRE) LIMITED  289


NTL (SOUTH
LONDON) LIMITED NTL (SOUTHAMPTON
AND EASTLEIGH) LIMITED NTL (SUNDERLAND)
LIMITED NTL (THAMESMEAD)
LIMITED NTL (TRIANGLE)
LLC NTL (V) LIMITED NTL (V) PLAN
PENSION TRUSTEES LIMITED NTL (WANDSWORTH)
LIMITED NTL (WEARSIDE)
LIMITED NTL (WEST LONDON)
LIMITED NTL (YORCAN)
LIMITED NTL (YORK)
LIMITED NTL ACQUISITION
COMPANY LIMITED NTL BOLTON
CABLEVISION HOLDING COMPANY NTL BRIGHTON LLC NTL BROMLEY
COMPANY NTL BUSINESS
(IRELAND) LIMITED NTL BUSINESS
LIMITED NTL CABLECOMMS
BOLTON NTL CABLECOMMS
BROMLEY NTL CABLECOMMS
BURY AND ROCHDALE NTL CABLECOMMS
CHESHIRE NTL CABLECOMMS
DERBY NTL CABLECOMMS
EAST LANCASHIRE NTL CABLECOMMS
GREATER MANCHESTER NTL CABLECOMMS
GROUP LIMITED NTL CABLECOMMS
GROUP, INC NTL CABLECOMMS
HOLDINGS NO 1 LIMITED NTL CABLECOMMS
HOLDINGS NO 2 LIMITED NTL CABLECOMMS
LANCASHIRE NO  1 NTL CABLECOMMS
LANCASHIRE NO 2 NTL CABLECOMMS
LIMITED NTL CABLECOMMS
MACCLESFIELD NTL CABLECOMMS
MANCHESTER LIMITED NTL CABLECOMMS
OLDHAM AND TAMESIDE NTL CABLECOMMS
SOLENT NTL CABLECOMMS
STAFFORDSHIRE  290


NTL CABLECOMMS
STOCKPORT NTL CABLECOMMS
SURREY NTL CABLECOMMS
SUSSEX NTL CABLECOMMS
WESSEX NTL CABLECOMMS
WEST SURREY LIMITED NTL CABLECOMMS
WIRRAL NTL CAMBRIDGE
LIMITED NTL CHARTWELL
HOLDINGS 2, INC NTL CHARTWELL
HOLDINGS LIMITED NTL CHARTWELL
HOLDINGS, INC NTL
COMMUNICATIONS SERVICES LIMITED NTL DARLINGTON
LIMITED NTL DERBY
CABLEVISION HOLDING COMPANY NTL DIGITAL (US),
INC NTL DIGITAL
VENTURES LIMITED NTL EQUIPMENT NO
1 LIMITED NTL EQUIPMENT NO
2 LIMITED NTL FAWNSPRING
LIMITED NTL FINANCE
LIMITED NTL FUNDING
LIMITED NTL GLASGOW NTL GLASGOW
HOLDINGS LIMITED NTL HOLDINGS
(BROADLAND) LIMITED NTL HOLDINGS
(EAST LONDON) LIMITED NTL HOLDINGS
(FENLAND) LIMITED NTL HOLDINGS
(LEEDS) LIMITED NTL HOLDINGS
(NORWICH) LIMITED NTL HOLDINGS
(PETERBOROUGH) LIMITED NTL INTERNATIONAL
SERVICES, INC NTL INTERNET
LIMITED NTL INTERNET
SERVICES LIMITED NTL IRISH
HOLDINGS LIMITED NTL KIRKLEES NTL KIRKLEES
HOLDINGS LIMITED NTL LIMITED NTL MANCHESTER
CABLEVISION HOLDING COMPANY NTL MICROCLOCK
SERVICES LIMITED  291


NTL MIDLANDS
LIMITED NTL MILTON KEYNES
LIMITED NTL NATIONAL
LIMITED NTL NATIONAL
NETWORKS LIMITED NTL NETWORKS
LIMITED NTL NORTH
CABLECOMMS HOLDINGS, INC NTL NORTH
CABLECOMMS MANAGEMENT, INC NTL PARTCHEER
COMPANY LIMITED NTL PENSION
TRUSTEES LIMITED NTL PROGRAMMING
SUBSIDIARY COMPANY NTL RECTANGLE
LIMITED NTL ROCHESTER INC NTL SIDEOFFER
LIMITED NTL SOLENT
COMPANY NTL SOLENT
TELEPHONE AND CABLE TV COMPANY LIMITED NTL SOUTH
CABLECOMMS HOLDINGS, INC NTL SOUTH
CABLECOMMS MANAGEMENT, INC NTL SOUTH CENTRAL
LIMITED NTL SOUTH WALES
LIMITED NTL STREETUNIQUE
PROJECTS LIMITED NTL STREETUNIT
PROJECTS LIMITED NTL STREETUSUAL
SERVICES LIMITED NTL STREETVISION
SERVICES LIMITED NTL STREETVITAL
SERVICES LIMITED NTL STREETWARM
SERVICES LIMITED NTL STREETWIDE
SERVICES LIMITED NTL STRIKEAGENT
TRADING LIMITED NTL STRIKEAMOUNT
TRADING LIMITED NTL STRIKEAPART TRADING
LIMITED NTL SURREY
COMPANY NTL SUSSEX
COMPANY NTL SYSTEMS
LIMITED NTL TECHNICAL
SUPPORT COMPANY LIMITED NTL TEESSIDE
LIMITED NTL TELECOM
SERVICES LIMITED NTL TRUSTEES
LIMITED NTL UK CABLECOMMS
HOLDINGS, INC  292


NTL UK TELEPHONE
AND CABLE TV HOLDING COMPANY LIMITED NTL VENTURES
LIMITED NTL VICTORIA
LIMITED NTL VICTORIA II
LIMITED NTL WESSEX
COMPANY NTL WESTMINSTER
LIMITED NTL WINSTON
HOLDINGS LIMITED NTL WINSTON
HOLDINGS, INC NTL WIRRAL
COMPANY NTL WIRRAL
TELEPHONE AND CABLE TV COMPANY OXFORD CABLE
LIMITED PENN SERVICES INC PROSPECTRE
LIMITED SECURE BACKUP
SYSTEMS LIMITED SOUTH CABLECOMMS
HOLDINGS, INC SOUTH CABLECOMMS
LLC SOUTH CABLECOMMS
MANAGEMENT, INC SOUTHERN EAST
ANGLIA CABLE LIMITED STAFFORD
COMMUNICATIONS LIMITED SWINDON CABLE
LIMITED TAMWORTH CABLE
COMMUNICATIONS LIMITED VIRGIN MEDIA
COMMUNICATIONS LIMITED (FORMERLY KNOWN AS NTL COMMUNICATIONS LIMITED) VIRGIN MEDIA
DIRECTORS LIMITED (FORMERLY KNOWN AS NTL DIRECTORS LIMITED) VIRGIN MEDIA
DOVER LLC (FORMERLY KNOWN AS NTL DOVER LLC) VIRGIN MEDIA
FINANCE PLC (FORMERLY KNOWN AS NTL CABLE PLC) VIRGIN MEDIA
INVESTMENT HOLDINGS LIMITED (FORMERLY KNOWN AS NTL INVESTMENT HOLDINGS LIMITED) VIRGIN MEDIA
LIMITED (FORMERLY KNOWN AS NTL GROUP LIMITED) VIRGIN MEDIA
SECRETARIES LIMITED (FORMERLY KNOWN AS NTL SECRETARIES LIMITED) VIRGIN MEDIA (UK)
GROUP, INC. (FORMERLY KNOWN AS NTL (UK) GROUP, INC.) VIRGIN NET
LIMITED VISION NETWORKS
SERVICES UK LIMITED VMIH SUB LIMITED
(FORMERLY KNOWN AS NTLIH SUB LIMITED) WESSEX CABLE
LIMITED WINSTON INVESTORS
LLC WORKPLACE
TECHNOLOGIES TRUSTEES COMPANY LIMITED  293


XL DEBT RECOVERY
AGENCY LIMITED X-TANT LIMITED  294


SCHEDULE 10  EXISTING ENCUMBRANCES  PART 1 - EXISTING ENCUMBRANCES  1A.
  Existing Encumbrances required to be discharged on or
  immediately after first Utilisation:  No.
  
  Name of Security Document1.
  
  A Composite Debenture dated 13 April 2004 granted by each of the
  companies listed therein in favour of Credit Suisse First Boston, as security
  trustee, in respect of such companies right, title and interest in certain
  assets.2.
  
  A Share Charge Agreement dated 13 April 2004 granted by the Parent
  in favour of Credit Suisse First Boston, as security trustee, in respect of
  all of its shares in NTL.3
  
  An Equitable Charge of Intercompany Receivables dated 13
  April 2004 granted by the Parent in favour of Credit Suisse First
  Boston, as security trustee, in respect of receivables arising under any
  financial indebtedness owed to it by NTL.4.
  
  Scottish Standard Securities dated 14 April 2004 granted by each
  of CabelTel (UK) Limited and National Transcommunications Limited in favour
  of Credit Suisse First Boston, as security trustee, in respect of certain
  properties located in Scotland.5.
  
  A Scottish Share Pledge dated 14 April 2004 granted by each of
  Virgin Media Limited (formerly known as NTL Group Limited) and NTL Glasgow in
  favour of Credit Suisse First Boston, as security trustee, in respect of
  their respective shares in certain companies incorporated in Scotland and
  referred to therein.6.
  
  An Indenture of Mortgage dated 13 April 2004 granted by each of
  National Transcommunications Limited and CabelTel Northern Ireland Limited in
  favour of Credit Suisse First Boston, as security trustee, in respect of
  certain properties located in Northern Ireland.7.
  
  A Share Charge Agreement dated 13 April 2004 granted by certain
  companies listed therein incorporated in the United States of America in
  favour of Credit Suisse First Boston, as security trustee, in respect of
  their rights and interests in shares of certain companies incorporated in
  England and Wales and referred to therein.8.
  
  A US Share Pledge Agreement dated 13 April 2004 granted by certain
  companies listed therein in favour of Credit Suisse First Boston, as security
  trustee, in respect of their rights and interests in the shares in any of
  certain companies established in the United States of America and referred to
  therein.9.
  
  A US Security Agreement dated 13 April 2004 granted by certain
  companies listed therein in favour of Credit Suisse First Boston, as security
  trustee, in respect of certain of their assets specified therein.10.
  
  A Bank Account Assignment dated 12 May 2004 granted by Virgin
  Media Investment Holdings Limited (formerly known as NTL Investment Holdings
  Limited) in favour of Credit Suisse First Boston, as security trustee, in
  respect of a blocked account maintained for the purposes of the Existing NTL
  Senior Credit Facilities Agreement.  295


No.
  
  Name of Security Document11.
  
  A Debenture
  dated 24 June 2004 granted by
  certain companies listed therein in favour of Credit Suisse First Boston, as
  security trustee, in respect of such companies rights, title and
  interest in certain assets.12.
  
  A Share Charge
  dated 24 June 2004 granted by NTL (Triangle) LLC in favour of Credit Suisse First Boston, as security
  trustee, in respect of certain shares referred to therein.13.
  
  An Irish
  Composite Debenture dated 24 June 2004 granted by certain companies
  listed therein in favour of Credit
  Suisse First Boston, as security trustee, in respect of such companies
  rights, title and interest in certain assets.14.
  
  An Irish Charge
  on Shares dated 24 June 2004 granted by NTL (Triangle) LLC in favour of Credit Suisse First Boston, as security
  trustee, in respect of certain shares and derivative assets.15.
  
  A US Joinder
  Agreement dated 24 June 2004 between NTL Group Ltd and Credit Suisse First Boston, as security
  trustee, by which NTL Group Ltd became a pledgor under the US Share
  Pledge Agreement dated 13 April 2004.16.
  
  A US Joinder
  Agreement dated 24 June 2004 between NTL (Triangle) LLC and Credit Suisse First Boston, as security
  trustee, by which NTL (Triangle) LLC became a debtor under the US
  Security Agreement dated 13 April 2004.17.
  
  A Debenture
  dated 8 November 2004 granted by Virgin Net Limited in favour of Credit
  Suisse First Boston, as security trustee, in respect of its rights, title and
  interest in certain assets.18.
  
  A Debenture
  dated 8 November 2004 granted by NTL Internet Services Limited in favour
  of Credit Suisse First Boston, as security trustee, in respect of its rights,
  titles and interest in certain assets.19.
  
  A Debenture
  dated 30 November 2004 granted by NTL National Networks Limited in
  favour of Credit Suisse First Boston, as security trustee, in respect of its
  rights, titles and interest in certain assets.20.
  
  A Debenture
  dated 23 December 2004 granted by NTL Irish Holdings Limited in favour
  of Credit Suisse First Boston, as security trustee, in respect of its rights,
  title and interest in certain assets.21.
  
  A Debenture
  dated 23 December 2004 granted by De Facto 1183 Limited in favour of
  Credit Suisse First Boston, as security trustee, in respect of its rights,
  title and interest in certain assets.22.
  
  A Share Charge
  Agreement dated 23 December 2004 granted by NTL (Triangle) LLC in favour
  of Credit Suisse First Boston, as security trustee, in respect of certain
  shares referred to therein.23.
  
  Supplemental
  Debenture dated 21 March 2005 granted by Virgin Media Limited (formerly
  known as NTL Group Limited) in favour of Credit Suisse First
  Boston, as security trustee, in respect of its rights, title and
  interest in certain assets.  296


No.
  
  Name of Security Document24.
  
  Bank Account
  Assignment dated 31 May 2005 granted by Virgin Media
  Investment Holdings Limited (formerly known as NTL Investment Holdings
  Limited) in favour of Credit Suisse First Boston, as security
  trustee, in respect of certain bank accounts referred to therein.25.
  
  An Irish
  Debenture dated 30 November 2004 granted by NTL Irish Networks Limited
  in favour Credit Suisse First Boston, as security trustee, in respect of its
  rights, title and interest in certain assets.26.
  
  An Irish Charge
  on Shares granted by NTL (Chichester) Limited in favour of Credit Suisse
  First Boston, as security trustee, in respect of certain shares referred to
  therein.27.
  
  An Irish Charge
  on Shares granted by NTL Irish Holdings Limited in favour of Credit Suisse
  First Boston, as security trustee, in respect of certain shares referred to
  therein.28.
  
  A Composite
  Debenture dated 21 December 2004 granted by certain companies
  incorporated in England and Wales, Scotland and Jersey and listed therein in
  favour of Barclays Bank Plc, as security trustee, in respect of such
  companies rights, title and interest in certain assets.29.
  
  A Share Charge
  Agreement dated 21 December 2004 granted by Telewest UK in favour of
  Barclays Bank Plc, as security trustee, in respect of all of its shares in
  TCN.30.
  
  An Assignment
  of Loans dated 21 December 2004 granted by Telewest UK in favour of
  Barclays Bank Plc, as security trustee, in respect of receivables arising
  under any financial indebtedness owed to it by certain members of the TCN
  group.31.
  
  A US Pledge
  Agreement dated 21 December 2004 granted by Telewest Global Finance LLC
  in favour of Barclays Bank Plc, as security trustee, in respect of all its
  rights, title and interest in and under certain notes.32.
  
  A Charge over
  Bank Account dated 21 December 2004 granted by the TCN in favour of
  Barclays Bank Plc, as security trustee, in respect of a blocked account.33.
  
  A US Share
  Pledge Agreement dated 21 December 2004 granted by TCN in favour of
  Barclays Bank Plc, as security trustee, in respect of all of its shares in
  Telewest Global Finance LLC.34.
  
  A US
  Reimbursement and Contribution Agreement dated 21 December 2004 between
  TCN and certain partnerships formed in the State of Colorado listed therein.35.
  
  A Scottish Bond
  and Floating Charge dated 21 December 2004 granted by Telewest
  Communications (Scotland) Limited in favour of the Barclays Bank Plc, as
  security trustee, in respect of its rights, title and interest in certain
  assets.36.
  
  A Scottish Bond
  and Floating Charge dated 21 December 2004 granted by Telewest
  Communications (Scotland Holdings) Limited in favour of the Barclays Bank
  Plc, as security trustee, in respect of its rights, title and interest in
  certain assets.37.
  
  A Scottish Bond
  and Floating Charge dated 21 December 2004 granted by Telewest
  Communications (Dundee & Perth) Limited in favour of the Barclays
  Bank Plc, as security trustee, in respect of its rights, title and interest
  in certain assets.  297


No.
  
  Name of Security Document38.
  
  A Scottish Bond
  and Floating Charge dated 21 December 2004 granted by Telewest
  Communications (Motherwell Limited) in favour of the Barclays Bank Plc, as
  security trustee, in respect of its rights, title and interest in certain
  assets.39.
  
  A Scottish
  Share Pledge dated 21 December 2004 granted by Telewest Limited in
  favour of Barclays Bank Plc, as security trustee, in respect of its rights
  and interests in the shares in certain companies incorporated in Scotland and
  referred to therein.40.
  
  A Scottish
  Share Pledge dated 21 December 2004 granted by Telewest Communications
  (Scotland Holdings) Limited in favour of Barclays Bank Plc, as security
  trustee, in respect of its rights and interests in the shares in certain
  companies incorporated in Scotland and referred to therein.41.
  
  A Jersey Share
  Pledge dated 21 December 2004 granted by Birmingham Cable Limited in
  favour of Barclays Bank Plc, as security trustee, in respect of its rights
  and interests in the shares in Birmingham Cable Finance Limited.42.
  
  A US Pledge and
  Security Agreement dated 21 December 2004 granted by each of TCI/US West
  Cable Communications Group, Theseus No.1 Limited and Theseus No.2 Limited
  (together, the Pledgors) in
  favour of Barclays Bank Plc, as security trustee, in respect of the shares in
  Avon Cable Limited Partnership.43.
  
  A US Pledge and
  Security Agreement dated 21 December 2004 granted by each of the
  Pledgors in favour of Barclays Bank Plc, as security trustee, in respect of
  the shares in Cotswolds Cable Limited Partnership.44.
  
  A US Pledge and
  Security Agreement dated 21 December 2004 granted by each of the
  Pledgors in favour of Barclays Bank Plc, as security trustee, in respect of
  the shares in Edinburgh Cable Limited Partnership.45.
  
  A US Pledge and
  Security Agreement dated 21 December 2004 granted by each of the
  Pledgors in favour of Barclays Bank Plc, as security trustee, in respect of
  the shares in Estuaries Cable Limited Partnership.46.
  
  A US Pledge and
  Security Agreement dated 21 December 2004 granted by the Pledgors in
  favour of Barclays Bank Plc, as security trustee, in respect of the shares in
  Tyneside Cable Limited Partnership.47.
  
  A US Pledge and
  Security Agreement dated 21 December 2004 granted by the Pledgors in
  favour of Barclays Bank Plc, as security trustee, in respect of the shares in
  United Cable (London South) Limited Partnership.48.
  
  A US Pledge and
  Security Agreement dated 21 December 2004 granted by Theseus No. 1
  Limited and Theseus No. 2 Limited in favour of Barclays Bank Plc, as
  security trustee, in respect of the shares in TCI/US West Cable
  Communications Group.49.
  
  A US Pledge and
  Security Agreement dated 21 December 2004 granted by United Cable
  (London South) Limited Partnership and Crystal Palace Radio Limited in favour
  of Barclays Bank Plc, as security trustee, in respect of the shares in London
  South Cable Partnership.  298


No.
  
  Name of Security Document50.
  
  A Composite
  Debenture dated 10 May 2005 granted by Flextech Broadband Limited,
  Flextech Broadcasting Limited and the companies listed therein in favour of
  Barclays Bank Plc, as security trustee, in respect of such companies rights,
  title and interest in certain assets.51.
  
  A Security
  Account Charge dated 24 May 2005 granted by Flextech Broadband Limited
  in favour of Barclays Bank Plc, as security trustee, in respect of certain
  bank accounts.52.
  
  A Debenture
  dated 4 August 2005 granted by Sit-Up Limited in favour of Barclays Bank
  Plc, as security trustee, in respect of its rights, title and interest in
  certain assets.53.
  
  Pledge
  Agreement dated 30 December 2004 granted by Telewest Communications
  Networks Limited in favour of Barclays Bank Plc.54.
  
  Security
  Account Charge dated 21 December 2004 granted by Telewest Communications
  Networks Limited in favour of Barclays Bank Plc.55.
  
  Composite
  Debenture dated 21 December 2004 granted by Telewest Communications
  Networks Limited in favour of Barclays Bank Plc.56.
  
  New Composite
  Guarantee and Debenture dated 14 July 2004 granted by Telewest
  Communications Networks Limited in favour of CIBC World Markets Plc.57.
  
  Guarantee and
  Debenture dated 16 March 2001 granted by Telewest Communications
  Networks Limited in favour of CIBC World Markets Plc.58.
  
  Guarantee and
  Debenture dated 20 May 1999 granted by Yorkshire Cable Properties
  Limited in favour of CIBC World Markets Plc.59.
  
  Debenture dated
  8 November 2004 granted by Virgin Net Limited in favour of Credit Suisse
  First Boston.60.
  
  Rent Deposit
  Deed dated 19 April 1999 granted by Virgin Net Limited in favour of
  AT&T (UK) Limited.61.
  
  Standard
  Security dated 27 January 2005 granted by NTL National Networks Limited
  in favour of Credit Suisse First Boston.62.
  
  Debenture
  granted by VMIH Sub Limited (formerly known as NTLIH Sub Limited).63.
  
  Assignment of
  Bank Account dated 31 May 2005 granted by Virgin Media Investment
  Holdings Limited (formerly known as NTL Investment Holdings Limited) in
  favour of Credit Suisse First Boston.64.
  
  Assignment of
  Bank Account dated 12 May 2004 granted by Virgin Media Investment
  Holdings Limited (formerly known as NTL Investment Holdings Limited) in
  favour of Credit Suisse First Boston.65.
  
  Debenture dated
  13 April 2004 granted by Virgin Media Investment Holdings Limited
  (formerly known as NTL Investment Holdings Limited) in favour of Credit
  Suisse First Boston.  299


No.
  
  Name of Security Document66.
  
  Debenture dated
  3 October 2000 granted by Virgin Media Investment Holdings Limited
  (formerly known as NTL Investment Holdings Limited) in favour of Chase
  Manhattan International Limited.67.
  
  Assignment of
  Loans dated 21 December 2004 granted by Telewest UK Limited in favour of
  Barclays Bank Plc.68.
  
  Charge Over
  Shares dated 21 December 2004 granted by Telewest UK Limited in favour
  of Barclays Bank Plc.  CHARGOR
  
  DATE
  
  BENEFICIARY
  
  SUMMARYCable
  Corporation Limited (The)
  
  18.05.99
  
  Lloyds (Nimrod)
  Specialist Finance Limited
  
  Collateral
  Account Security Assignment in favour of Lloyds (Nimrod) Specialist Finance
  Limited created 18.05.1999
  
  AMOUNT SECURED:
  All monies due or to become due from the Company to the Chargee under or in
  connection with any of the Lease documents
  
  SHORT
  PARTICULARS: The Assignor assigns and agrees to assign the Lessor Collateral
  Account and the deposit (the deposit being all sums standing to the credit of
  the Collateral Account)  300


CHARGOR
  
  DATE
  
  BENEFICIARY
  
  SUMMARYGeneral Cable
  Limited
  
  25.05.95
  
  Crosby Sterling
  Limited
  
  Charge on cash
  deposit in favour of Crosby Sterling Limited created 25.05.1995
  
  AMOUNT SECURED:
  All monies due or to become due from the Company to the Chargee under the
  terms of the Option Agreement or Charge
  
  SHORT
  PARTICULARS: The Chargor charges the deposit by way of first fixed charge in
  favour of the Chargee.The Yorkshire
  Cable Group Limited
  
  18.05.99
  
  Lloyds (Nimrod)
  Specialist Finance Limited
  
  Collateral
  Account Security Assignment in favour of Lloyds (Nimrod) Specialist Finance
  Limited created 18.05.1999
  
  AMOUNT SECURED:
  All monies due or to become due from the Company to the Chargee under or in
  connection with any of the Lease documents
  
  SHORT
  PARTICULARS: The Assignor assigns and agrees the assign the Lessor Collateral
  Account and the deposit  301


CHARGOR
  
  DATE
  
  BENEFICIARY
  
  SUMMARYThe Yorkshire
  Cable Group Limited
  
  18.05.99
  
  Lombard
  Commercial Limited
  
  Collateral
  Account Security Assignment in favour of Lombard Commercial Limited created
  18.05.1999
  
  AMOUNT SECURED:
  All monies due or to become due from the Company to the Chargee under or in
  connection with any of the Lease documents
  
  SHORT
  PARTICULARS: The Assignor assigns and agrees to assign the Lessor Collateral
  Account and the deposit  1B.
  Existing
  Encumbrances not required to be discharged.[TELEWEST]I.
  July 2004 Documents1.
  New Composite
  Guarantee and Debenture dated 14 July 2004 granted by TCN and certain
  Subsidiaries and associated partnerships of TCN in favour of CIBC World
  Markets PLC as security trustee to the extent representing the obligations of
  those chargors that are Original Guarantors2.
  Bond and
  Floating Charge (Scotland) dated 14 July 2004 granted by Telewest
  Communications (Scotland Holdings) Limited in favour of CIBC World Markets
  PLC as security trustee.3.
  Bond and
  Floating Charge (Scotland) dated 14 July 2004 granted by Telewest
  Communications (Scotland) Limited in favour of CIBC World Markets PLC as
  security trustee.4.
  Bond and
  Floating Charge (Scotland) dated 14 July 2004 granted by Telewest
  Communications (Dundee & Perth) Limited in favour of CIBC World
  Markets PLC as security trustee.5.
  Bond and
  Floating Charge (Scotland) dated 14 July 2004 granted by Telewest
  Communications (Motherwell) Limited in favour of CIBC World Markets PLC as
  security trustee.  302


6.
  Pledge and
  Security Agreement (US) dated 14 July 2004 granted by TCI/US West Cable
  Communications Group and others in favour of CIBC World Markets PLC as
  security trustee regarding interests in Avon Cable Limited Partnership.7.
  Pledge and
  Security Agreement (US) dated 14 July 2004 granted by TCI/US West Cable
  Communications Group and others in favour of CIBC World Markets PLC as
  security trustee regarding interests in Cotswolds Cable Limited Partnership.8.
  Pledge and
  Security Agreement (US) dated 14 July 2004 granted by TCI/US West Cable
  Communications Group and others in favour of CIBC World Markets PLC as
  security trustee regarding interests in Edinburgh Cable Limited Partnership.9.
  Pledge and
  Security Agreement (US) dated 14 July 2004 granted by TCI/US West Cable
  Communications Group and others in favour of CIBC World Markets PLC as
  security trustee regarding interests in Estuaries Cable Limited Partnership.10
  Pledge and
  Security Agreement (US) dated 14 July 2004 granted by TCI/US West Cable
  Communications Group and others in favour of CIBC World Markets PLC as
  security trustee regarding interests in Tyneside Cable Limited Partnership.11.
  Pledge and
  Security Agreement (US) dated 14 July 2004 granted by TCI/US West Cable
  Communications Group and others in favour of CIBC World Markets PLC as
  security trustee regarding interests in United Cable (London South) Limited
  Partnership.12.
  Pledge and
  Security Agreement (US) dated 14 July 2004 granted by Theseus No.1 and
  Theseus No.2 in favour of CIBC World Markets PLC as security trustee
  regarding interests in TCI/US West Cable Communications Group.13.
  Pledge and
  Security Agreement (US) dated 14 July 2004 granted by United Cable
  (London South) Limited Partnership and Crystal Palace Radio Limited in favour
  of CIBC World Markets PLC as security trustee regarding interests in London
  South Cable Partnership.14.
  Amended and
  Restated Reimbursement and Contribution Agreement dated 14 July 2004 and
  made between TCN, Avon Cable Limited Partnership, Cotswolds Cable Limited
  Partnership, Edinburgh Cable Limited Partnership, Estuaries Cable Limited
  Partnership, TCI/US West Cable Communications Group, Tyneside Cable Limited
  Partnership, United Cable (London South) Limited Partnership and London South
  Cable Partnership.II.
  March 2001 Documents1.
  Composite
  Guarantee and Debenture dated 16 March 2001 granted by TCN, Telewest
  Finance Corporation and certain Subsidiaries and associated partnerships of
  TCN in favour of CIBC World Markets PLC as security trustee, to the extent
  representing the obligations of those chargors that are Original Guarantors.2.
  Pledge and
  Security Agreement (US) dated 16 March 2001, as amended by a first
  amendment dated 14 July 2001, granted by TCI/US West Cable
  Communications Group and others in favour of CIBC World Markets PLC as
  security trustee regarding interests in Avon Cable Limited Partnership.3.
  Pledge and
  Security Agreement (US) dated 16 March 2001, as amended by a first
  amendment dated 14 July 2001, granted by TCI/US West Cable
  Communications Group and others in favour of CIBC World Markets PLC as
  security trustee regarding interests in Cotswolds Cable Limited Partnership.  303


4.
  Pledge and
  Security Agreement (US) dated 16 March 2001, as amended by a first
  amendment dated 14 July 2001, granted by TCI/US West Cable
  Communications Group and others in favour of CIBC World Markets PLC as
  security trustee regarding interests in Edinburgh Cable Limited Partnership.5.
  Pledge and
  Security Agreement (US) dated 16 March 2001, as amended by a first
  amendment dated 14 July 2001, granted by TCI/US West Cable
  Communications Group and others in favour of CIBC World Markets PLC as
  security trustee regarding interests in Estuaries Cable Limited Partnership.6.
  Pledge and
  Security Agreement (US) dated 16 March 2001, as amended by a first
  amendment dated 14 July 2001, granted by TCI/US West Cable
  Communications Group and others in favour of CIBC World Markets PLC as
  security trustee regarding interests in Tyneside Cable Limited Partnership.7.
  Pledge and
  Security Agreement (US) dated 16 March 2001, as amended by a first
  amendment dated 14 July 2001, granted by TCI/US West Cable
  Communications Group and others in favour of CIBC World Markets PLC as
  security trustee regarding interests in United Cable (London South) Limited
  Partnership.8.
  Pledge and
  Security Agreement (US) dated 16 March 2001 granted by Theseus No.1 and
  Theseus No.2 in favour of CIBC World Markets PLC as security trustee
  regarding interests in TCI/US West Cable Communications Group.9.
  Pledge and
  Security Agreement (US) dated 16 March 2001, as amended by a first
  amendment dated 14 July 2001, granted by United Cable (London South)
  Limited Partnership and Crystal Palace Radio Limited in favour of CIBC World
  Markets PLC as security trustee regarding interests in London South Cable
  Partnership.10.
  Bond and
  Floating Charge (Scotland) dated 16 March 2001 granted by Telewest
  Communications (Scotland Holdings) Limited in favour of CIBC World Markets
  PLC as security trustee.11.
  Bond and
  Floating Charge (Scotland) dated 16 March 2001 granted by Telewest
  Communications (Scotland) Limited in favour of CIBC World Markets PLC as
  security trustee.12.
  Bond and
  Floating Charge (Scotland) dated 16 March 2001 granted by Telewest
  Communications (Dundee & Perth) Limited in favour of CIBC World
  Markets PLC as security trustee.13.
  Bond and
  Floating Charge (Scotland) dated 16 March 2001 granted by Telewest
  Communications (Motherwell) Limited in favour of CIBC World Markets PLC as
  security trustee.  [OTHER]  CHARGOR
  
  DATE
  
  BENEFICIARY
  
  SUMMARYNTL
  (Southampton and Eastleigh) Ltd (formerly known as CWC (Southampton and
  Eastleigh) Ltd)
  
  30.07.92
  
  National
  Westminster Bank plc
  
  Charge over
  credit balance (£135,669.35)  304


CHARGOR
  
  DATE
  
  BENEFICIARY
  
  SUMMARYNTL (South
  East) Ltd
  (formerly known as CWC (South East) Ltd)
  
  06.05.97
  
  NatWest
  Specialist Finance
  
  Collateral
  accounts security assignment. Part satisfiedNTL Kirklees
  
  (i)
  31.01.97
  
  (i)
  National
  Westminster Plc
  
  (i)
  Charges over
  credit balances(ii)
  06.08.97
  
  (ii)
  National
  Westminster Plc
  
  (ii)
  Charges over
  credit balancesNTL South Wales
  Limited
  
  (i)
  (ii)
  (iii)
  31.01.97 
  04.06.97 
  06.08.97
  
  (i)
  (ii)
  (iii)
  National
  Westminster Bank Plc 
  National Westminster Bank Plc 
  National Westminster Bank Plc
  
  (i)
  (ii)
  (iii)
  Charges over
  credit balances 
  Charges over credit balances 
  Charges over credit balancesCable Tel
  Surrey & Hampshire Limited
  
  06.08.97
  
  National
  Westminster Bank Plc
  
  Charges over
  credit balancesCable Tel
  Herts & Beds Limited
  
  06.08.97
  
  National
  Westminster Bank Plc
  
  Charges over
  credit balancesNTL South
  Central Limited
  
  14.12.93
  
  Uberior
  Nominees (Gulliver D.P.U.T.) Limited
  
  Deed of depositMetro South
  Wales Limited 
  NTL Glasgow 
  Virgin Media Limited (formerly known as 
  NTL Group Limited) 
  NTL Kirklees NTL Midlands Limited 
  NTL South Wales Limited
  
  20.02.97
  
  National
  Westminster Bank plc
  
  Account netting
  arrangementCableTel
  (Northern Ireland) Limited
  
  (i)
  (ii)
  06.08.97
  17.10.97
  
  (i)
  (ii)
  National
  Westminster Bank Plc
  Chase Manhattan International Limited (now known as J.P. Morgan Europe
  Limited)
  
  (i)
  (ii)
  Charge over
  deposit
  Debenture  305


CHARGOR
  
  DATE
  
  BENEFICIARY
  
  SUMMARYNTL Midlands
  Limited
  
  27.09.94
  
  National
  Westminster Bank Plc
  
  Legal MortgageCable London
  Limited
  
  27.07.90
  
  Barclays Bank
  PLC
  
  Legal Charge in
  favour of Barclays Bank PLC created 27.07.1990
  AMOUNT SECURED: All monies due or to become due from the Company to the
  Chargee on any account 
  SHORT PARTICULARS: Television House, Clarendon Road, Turnpike Lane L/B
  Haringey T/N: NGL L29756Cable London
  Limited
  
  22.10.92
  
  Barclays Bank
  PLC
  
  Legal Charge in
  favour of Barclays Bank PLC created 22.10.1992
  AMOUNT SECURED: All monies due or to become due from the Company to the
  Chargee on any account 
  SHORT PARTICULARS: Land at rear of 60/70 Clarendon Road, Hornsey, Haringey,
  London, and known as Car Park No 2  306


CHARGOR
  
  DATE
  
  BENEFICIARY
  
  SUMMARYCable London
  Limited
  
  22.10.92
  
  Barclays Bank
  PLC
  
  Legal Charge in
  favour of Barclays Bank PLC created 22.10.1992 
  AMOUNT SECURED: All monies due or to become due from the Company to the
  Chargee on any account 
  SHORT PARTICULARS: Site 14, Clarendon Road Estate, Clarendon Road, Haringey,
  London T/N: NGL 361617Cable London
  Limited
  
  03.01.95
  
  Barclays Bank
  PLC
  
  Legal Charge in
  favour of Barclays Bank PLC created 03.01.1995 
  AMOUNT SECURED: All monies due or to become due from the Company to the
  Chargee on any account 
  SHORT PARTICULARS: Car Park No 1 & No 2 60/70 (inclusive) Clarendon
  Road, L/B of Haringey  307


CHARGOR
  
  DATE
  
  BENEFICIARY
  
  SUMMARYEurobell
  (Holdings) Limited
  
  01.11.99
  
  Lloyds TSB Bank
  plc
  
  Deposit
  Agreement to Secure own Liabilities in favour of Lloyds TSB Bank Plc created
  01.11.1999 
  AMOUNT SECURED: All monies due or to become due from the Company to the
  Chargee on any account 
  SHORT PARTICULARS: The deposit (debts on account 7955640 and interest due)Eurobell (South
  West) Limited
  
  29.05.97
  
  Lloyds Bank plc
  
  Deposit
  Agreement to Secure own Liabilities in favour of Lloyds TSB Bank Plc created
  29.05.1997
  AMOUNT SECURED: All monies due or to become due from the Company to the
  Chargee under or in connection with the Indemnity
  SHORT PARTICULARS: All such rights to the repayment of the deposit  308


CHARGOR
  
  DATE
  
  BENEFICIARY
  
  SUMMARYEurobell
  (Sussex) Limited
  
  29.05.97
  
  Lloyds Bank plc
  
  Deposit
  Agreement to secure own liabilities in favour of Lloyds Bank plc created
  29.05.1997 
  AMOUNT SECURED: All monies due or to become due from the Company to the
  Chargee under or in connection with the Indemnity 
  SHORT PARTICULARS: All such rights to the repayment of the deposit as the
  Company then had under the terms upon which the deposit was made and the
  provisions contained in the AgreementEurobell (West
  Kent) Limited
  
  29.05.97
  
  Lloyds Bank plc
  
  Deposit
  Agreement to secure own liabilities in favour of Lloyds Bank plc created
  29.05.1997 
  AMOUNT SECURED: All monies due or to become due from the Company to the
  Chargee on any account 
  SHORT PARTICULARS: All such rights to the repayment of the deposit  309


CHARGOR
  
  DATE
  
  BENEFICIARY
  
  SUMMARYSheffield Cable
  Communications Limited
  
  24.12.96
  
  Barclays Bank
  PLC
  
  Legal Charge in
  favour of Barclays Bank PLC created 24.12.1996 
  AMOUNT SECURED: All monies due or to become due from the Company to the
  Chargee on any account 
  SHORT PARTICULARS: L/H property K/A, 1 Chippingham Street, SheffieldSheffield Cable
  Communications Limited
  
  12.11.99
  
  Barclays Bank
  PLC
  
  Legal Charge in
  favour of Barclays Bank PLC created 12.11.1999 
  AMOUNT SECURED: All monies due or to become due from the Company to the
  Chargee on any account 
  SHORT PARTICULARS: L/Hold property known as 1.62 acres of land at Sheffield
  Technology Park, Chippenham Street, Sheffield  310


CHARGOR
  
  DATE
  
  BENEFICIARY
  
  SUMMARYTCN
  
  15.10.04
  
  Barclays Bank
  PLC
  
  Deed of Charge
  over Credit Balances in favour of Barclays Bank PLC created 15.10.2004 
  AMOUNT SECURED: All monies due or to become due from the Company to the
  Chargee on any account 
  SHORT PARTICULARS: Fixed charge over all the specified deposits together with
  all interest accruing on such deposits. Assignment by the Chargor for the
  purposes of and to give effect to the security over the right of the Chargor
  to require repayment of such deposits and interest thereonTelewest
  Communications (South East) Limited
  
  21.01.94
  
  Electricity
  Supply Nominees Limited
  
  Mortgage of
  Deposited Monies in favour of Electricity Supply Nominees Limited created
  21.01.1994 
  AMOUNT SECURED: The obligations covenants and liabilities of the Company to
  the Chargee under the provision of two leases 
  SHORT PARTICULARS: A book debt in the sum of £160,000 standing to the credit
  of the companys account  311


CHARGOR
  
  DATE
  
  BENEFICIARY
  
  SUMMARYTelewest
  Communications (South East) Limited
  
  26.06.95
  
  Electricity
  Supply Nominees Limited
  
  Deed of
  Variation and Further Charge in favour of Electricity Supply Nominees Limited
  created 26.06.1995 
  AMOUNT SECURED: The obligations covenants and liabilities of the Company to
  the Chargee under a lease dated 21 January 1995 as varied by a supplemental
  lease 
  SHORT PARTICULARS: The book debts in the sum of £160,000 owing by Midland
  Bank Plc to the CompanyThe Yorkshire
  Cable Group Limited
  
  18.05.99
  
  Robert Fleming
  Leasing (Number 4) Limited
  
  Collateral
  Account Security Assignment in favour of Robert Fleming Leasing (Number 4)
  Limited created 18.05.1999
  AMOUNT SECURED: All monies due or to become due from the Company to the
  Chargee under or in connection with any of the Lease Documents 
  SHORT PARTICULARS: The Assignor assigns and agrees to assign the Lessor
  Collateral Account and the deposit  312


CHARGOR
  
  DATE
  
  BENEFICIARY
  
  SUMMARYThe Yorkshire
  Cable Group Limited
  
  16.03.01
  
  Robert Fleming
  Leasing (Number 4) Limited
  
  Collateral Account
  Security Assignment in favour of Robert Fleming Leasing (Number 4) Limited
  created 16.03.2001
  AMOUNT SECURED: All monies, debts, obligations and liabilities due or to
  become due from the Company to the Chargee under or in connection with any of
  the Lease Agreements to which the Company is a party 
  SHORT PARTICULARS: All the right, title, benefit and interest of the Company
  in the Lessor Collateral Account and the depositWindsor
  Television Limited
  
  09.07.99
  
  Langley Quay
  Investments Limited
  
  Deed as to
  Deposit Monies in favour of Langley Quay Investments Limited created
  09.07.1999 
  AMOUNT SECURED: All monies due or to become due from the Company to the
  Chargee on any account 
  SHORT PARTICULARS: £44,000 and, in addition, all interest and other accruals
  from time to time standing to the credit of the account opened by the
  Landlord  313


CHARGOR
  
  DATE
  
  BENEFICIARY
  
  SUMMARYYorkshire Cable
  Properties Limited
  
  24.12.96
  
  Barclays Bank
  PLC
  
  Legal Charge in
  favour of Barclays Bank PLC created 24.12.1996
  AMOUNT SECURED: All monies due or to become due from the Company and/or The
  Yorkshire Cable Group Limited to the Chargee on any account 
  SHORT PARTICULARS: F/H Property K/A Units 8 & 9 &10 &
  adjoining land Mayfair Business Park, Broad Lane, Bradford, West Yorkshire
  T/N: WYK510647Yorkshire Cable
  Communications Limited
  
  16.06.92
  
  Barclays Bank
  PLC
  
  Legal Charge in
  favour of Barclays Bank PLC created 16.06.1992
  AMOUNT SECURED: All monies due or to become due from the Company to the
  Chargee on any account 
  SHORT PARTICULARS: Units 8, 9, 10 and adjoining land, Mayfair Business Park,
  Sticker Lane, Bradford, West Yorkshire T/N:WYK452168  314


CHARGOR
  
  DATE
  
  BENEFICIARY
  
  SUMMARYYorkshire Cable
  Communications Limited
  
  24.12.96
  
  Barclays Bank
  PLC
  
  Legal Charge in
  favour of Barclays Bank PLC created 24.12.1996
  AMOUNT SECURED: All monies due or to become due from the Company to the Chargee
  on any account 
  SHORT PARTICULARS: F/H Property K/A Units 4 & 5 Mayfair Business
  Park, Broad Lane, Bradford, West YorkshireYorkshire Cable
  Communications Limited
  
  24.12.96
  
  Barclays Bank
  PLC
  
  Legal Charge in
  favour of Barclays Bank PLC created 24.12.1996 
  AMOUNT SECURED: All monies due or to become due from the Company to the
  Chargee on any account 
  SHORT PARTICULARS: L/H Property K/A Units 8 & 9 &
  10 & adjoining land Mayfair Business Park, Broad Lane, BradfordEd Stone
  Limited (Company no. 4170969)
  
  12.12.02
  
  Abbey National
  Treasury Services PLC
  
  Charge over
  Cash DepositFlextech Satellite Investments Limited
  (2710978)
  
  27.08.97
  
  Toronto-Dominion Bank
  
  Charge and Assignment over shares in UK
  Living  315


PART 2 - EXISTING LOANS  NTL  Company name (Creditor)
  
  Balance (Debtor)
  
  Balance in GBP as at31 December 2005
  (US GAAP)NTL (CWC)
  Limited
  
  NTL (South
  Hertfordshire) Limited
  
  46,201,430Virgin
  Media Limited (formerly known as ntl Group Limited)
  
  NTL (South Hertfordshire) Limited
  
  315,737Total
  
  
  
  GBP
  46,517,167  TELEWEST  Company
  name (Creditor)
  
  Balance
  (Debtor)
  
  Balance
  in GBP as at31
  December 2005
  (US GAAP)Flextech (1992)
  Ltd
  
  Actions
  Stations (Lakeside) Limited
  
  5,879,915.00Flextech (1992)
  Limited
  
  Fleximedia
  Limited
  
  64,045.00Flextech Media
  Holdings Limited
  
  Fleximedia
  Limited
  
  28,238.00Virgin Media
  Television Limited (formerly known as Flextech Television Limited)
  
  Flextech Home
  Shopping Limited
  
  18,184,361.00Flextech (1992)
  Limited
  
  Flextech Home
  Shopping Limited
  
  13,400,563.57Yorkshire Cable
  Communications Limited
  
  Flextech
  Limited
  
  98,050.36Flextech Video
  Games Limited
  
  Flextech
  Limited
  
  2,925,695.10Flextech
  Communications Limited
  
  Flextech
  Limited
  
  11,169.40Flextech Rights
  Limited
  
  Flextech
  Limited
  
  1,872,000.00IVS Cable
  Holdings Limited (Jersey)
  
  Flextech
  Limited
  
  60.00  316


Company
  name (Creditor)
  
  Balance
  (Debtor)
  
  Balance
  in GBP as at31
  December 2005
  (US GAAP)Flextech IVS
  Limited
  
  Flextech
  Limited
  
  2,823,729.00Telewest
  Communications Networks Limited
  
  Virgin Media
  Inc. (formerly known as Telewest Global Inc.)
  
  6,873,505.17Yorkshire Cable
  Communications Limited
  
  Smashedatom
  Limited
  
  50.00Virgin Media
  Television Limited (formerly known as Flextech Television Limited)
  
  Smashedatom
  Limited
  
  40.00Yorkshire Cable
  Communications Limited
  
  Telewest
  Communications Holdco Limited
  
  1,545,208.21Virgin Media
  Television Limited (formerly known as Flextech Television Limited)
  
  Telewest
  Communications Holdco Limited
  
  1,535,057.65Yorkshire Cable
  Communications Limited
  
  Telewest UK
  Limited
  
  2,108,120.75Total
  
  
  
  GBP
  57,349,808.21  317


PART 3 - EXISTING FINANCIAL INDEBTEDNESS  NTL  1.
  
  Existing NTL
  Senior Credit Facilities Agreement;2.
  
  Existing High
  Yield Notes3.
  
  Lease Agreement
  dated 18 July 1999 between (1) Broadband Ventures Limited and
  (2) Westminster Cable Company Limited;4.
  
  Lease Agreement
  dated 18 July 1999 between (1) Broadband Ventures Limited and
  (2) NTL Milton Keynes Limited (Milton Keynes Cable TV Network);5.
  
  Lease Agreement
  dated 18 July 1999 between (1) Broadband Ventures Limited and
  (2) NTL Milton Keynes Limited (Narrowband Cable TV Network);6.
  
  Lease Agreement
  dated 1999 between (1) Broadband Ventures Limited and (2) Comtel
  Coventry Limited;7.
  
  Lease Agreement
  dated 17 April 1991 between (1) British Telecommunications Plc and
  (2) Swindon Cable Limited;8.
  
  Master Lease
  Agreement dated 28 April 1999 between (1) Cisco Systems Capital and
  (2) X-Tant Limited;9.
  
  Purchase Lease
  and Support Agreement (undated) between (1) Telebit Communications AS
  and (2) X-Tant Limited;10.
  
  Master Rental
  Agreement dated 27 April 1999 between (1) GE Capital Equipment
  Finance Limited and (2) X-Tant Limited;11.
  
  A Finance Lease
  dated 31 March 1995 between (1) Nortel Limited and
  (2) Cambridge Cable Limited;12.
  
  Existing Telewest
  Senior Credit Facilities Agreement;13.
  
  Existing
  Telewest Second Lien Credit Facility Agreement; and14.
  
  Existing
  Flextech Senior Credit Facilities Agreement.  318


TELEWEST  Closing balance in GBP
  
  31 December
  2005
  (US GAAP)Existing Financial
  Indebtedness:Property mortgagesYorkshire Cable Communications Ltd Treasury
  Loan with Barclays Bank
  
  445,500Sheffield Cable Communications Ltd Treasury
  Loan with Barclays Bank
  
  875,911Sheffield Cable Communications Ltd Treasury
  Loan with Barclays Bank
  
  2,717,679Yorkshire Cable Communications Ltd
  Commercial Mortgage with Barclays Bank
  
  579,817Cable London Ltd Medium Term Loan with
  Barclays Bank
  
  453,552Total
  
  5,072,458Finance lease creditors (details set out in
  Part 7 of this schedule)
  
  97,269,591  319


PART 4 - EXISTING PERFORMANCE BONDS  NTL EXISTING PERFORMANCE BONDS  Start
  
  Expiry
  
  CashCompany Name
  
  Surety
  
  Value - GBP
  
  Date
  
  Date
  
  CoverNTL Glasgow
  
  NatWest
  
  £
  214,750.00
  
  13/08/1997
  
  Open Ended
  
  YNTL Glasgow
  
  NatWest
  
  £
  146,671.00
  
  13/08/1997
  
  Open Ended
  
  YNTL Glasgow
  
  NatWest
  
  £
  113,000.00
  
  13/08/1997
  
  Open Ended
  
  YNTL Glasgow
  
  NatWest
  
  £
  124,424.00
  
  13/08/1997
  
  Open Ended
  
  YNTL Glasgow
  
  NatWest
  
  £
  146,778.00
  
  13/08/1997
  
  Open Ended
  
  YCabletel Herts & Beds Ltd
  
  NatWest
  
  £
  165,000.00
  
  13/08/1997
  
  Open Ended
  
  YCabletel Herts & Beds Ltd
  
  NatWest
  
  £
  151,054.00
  
  13/08/1997
  
  Open Ended
  
  YCabletel Herts & Beds Ltd
  
  NatWest
  
  £
  160,710.00
  
  13/08/1997
  
  Open Ended
  
  YCabletel Herts & Beds Ltd
  
  NatWest
  
  £
  183,922.00
  
  13/08/1997
  
  Open Ended
  
  YCabletel Northern Ireland Ltd
  
  NatWest
  
  £
  239,963.00
  
  13/08/1997
  
  Open Ended
  
  YNTL South Wales Ltd.
  
  NatWest
  
  £
  179,737.00
  
  13/08/1997
  
  Open Ended
  
  YNTL South Wales Ltd.
  
  NatWest
  
  £
  136,500.00
  
  13/08/1997
  
  Open Ended
  
  YNTL South Wales Ltd.
  
  NatWest
  
  £
  183,500.00
  
  13/08/1997
  
  Open Ended
  
  YNTL South Wales Ltd.
  
  NatWest
  
  £
  142,917.00
  
  13/08/1997
  
  Open Ended
  
  YCabletel Surrey & Hampshire
  
  NatWest
  
  £
  190,000.00
  
  13/08/1997
  
  Open Ended
  
  YNTL (Southampton & Eastleigh) Ltd.
  
  NatWest
  
  £
  100,000.00
  
  
  
  Open Ended
  
  YNTL South London Ltd
  
  NatWest
  
  £
  83,000.00
  
  
  
  Open Ended
  
  YNTL South London Ltd
  
  NatWest
  
  £
  83,000.00
  
  
  
  Open Ended
  
  Y  320


NTL South London Ltd
  
  NatWest
  
  £
  62,000.00
  
  
  
  Open Ended
  
  YNTL South London Ltd
  
  NatWest
  
  £
  117,400.00
  
  
  
  Open Ended
  
  YNTL South London Ltd
  
  NatWest
  
  £
  112,000.00
  
  
  
  Open Ended
  
  YNTL (West London) Ltd
  
  NatWest
  
  £
  49,333.00
  
  
  
  Open Ended
  
  YNTL South Central Ltd
  
  HSBC
  
  £
  100,000.00
  
  20/03/1992
  
  Open Ended
  
  YNTL South Central Ltd
  
  HSBC
  
  £
  100,000.00
  
  20/03/1992
  
  Open Ended
  
  YNTL South Central Ltd
  
  HSBC
  
  £
  1,000,000.00
  
  20/10/1997
  
  Open Ended
  
  NNTL South Central Ltd
  
  HSBC
  
  £
  3,525,000.00
  
  28/01/1997
  
  Open Ended
  
  NNTL Group Ltd
  
  HSBC
  
  £
  2,124,500.00
  
  01/04/2005
  
  31/03/2006
  
  NNTL National Networks Ltd.
  
  HSBC
  
  £
  187,500.00
  
  01/04/2005
  
  31/03/2006
  
  NNTL Group Ltd
  
  HSBC
  
  £
  5,136,774.00
  
  29/09/2005
  
  29/09/2009
  
  NNTL Group Ltd
  
  HSBC
  
  £
  1,078,064.00
  
  29/09/2005
  
  29/09/2009
  
  NNTL Group Ltd
  
  HSBC
  
  £
  2,079,070.00
  
  29/09/2005
  
  29/09/2009
  
  NNTL Group Ltd
  
  HSBC
  
  £
  1,500,000.00
  
  29/09/2005
  
  29/09/2009
  
  NCabletel Northern Ireland Ltd
  
  First Trust
  
  £
  20,000.00
  
  04/09/1996
  
  Open Ended
  
  N£
  19,936,567.00  321


TELEWEST EXISTING PERFORMANCE BONDS  Company Name
  
  Surety
  
  Value - GBP
  
  Start
  Date
  
  Expiry
  Date
  
  Cash
  CoverEurobell (Sussex) Ltd
  
  Lloyds
  
  £
  157,933.48
  
  Unknown
  
  
  
  YEurobell (South West) Ltd
  
  Lloyds
  
  £
  209,254.64
  
  Unknown
  
  
  
  YEurobell (West Kent) Ltd
  
  Lloyds
  
  £
  156,327.73
  
  Unknown
  
  
  
  YBirmingham Cable Ltd
  
  RBS
  
  £
  75,000.00
  
  30/11/2000
  
  
  
  NTelewest Communications Group Ltd
  
  Barclays
  
  £
  35,000.00
  
  05/07/2002
  
  01/07/2005
  
  NTelewest Ltd
  
  Barclays
  
  £
  1,500,000.00
  
  01/06/2002
  
  25/07/2006
  
  NTelewest Communications Group Ltd
  
  Barclays
  
  £
  20,000.00
  
  13/11/2000
  
  Open Ended
  
  NTelewest Communications Networks Ltd
  
  Barclays
  
  £
  250,000.00
  
  31/08/2001
  
  30/09/2005
  
  NTelewest Communications Networks Ltd
  
  Barclays
  
  £
  700,000.00
  
  29/09/2004
  
  Open Ended
  
  YTelewest Communications Group Ltd
  
  Barclays
  
  £
  1,459,750.09
  
  04/08/2005
  
  04/08/2008
  
  NSit-up Ltd
  
  RBS
  
  £
  823,000.00
  
  01/08/2005
  
  Various
  
  N£
  586,265.94  322


PART 5 - EXISTING UKTV GROUP LOAN STOCK  TELEWEST/FLEXTECH  1.The
variable rate unsecured loan stock in a principal amount of £97,000,000 issued
to Flextech Digital Broadcasting Limited by the BBC Joint Venture (UK Channel
Management Limited).  2.The
floating rate redeemable unsecured loan stock issued by UK Gold in a principal
amount of £12,517,000 to Cox Programming Limited ((now Flextech Satellite
Investments Limited) and transferred to Flextech IVS Limited and then
subsequently transferred to United Artists Investments Limited) and in a
principal amount of £8,942,653 to United Artists Investments Limited.  3.The
non-interest bearing unsecured loan stock in a principal amount of £18,000,000
issued by the UK Gold Joint Venture (UK Gold Holdings Limited) to Flextech
Limited (formerly Flextech plc) (and transferred to United Artists Investments
Limited).  4.The
variable rate first call option unsecured loan stock in a principal amount of
£32,208,000 and the split rate second call option unsecured loan stock in a
principal amount of £20,300,000 in each case issued by the UK Gold Joint
Venture (UK Gold Holdings Limited) to Flextech Limited (formerly Flextech plc)
(and, in each case, transferred to United Artists Investments Limited).  5.The
variable rate unsecured loan stock of a principal amount of £36,000,000 issued
by the UK Gold Joint Venture (UK Gold Holdings Limited) to Flextech Limited
(formerly Flextech plc) (and transferred to United Artists Investments
Limited).  6.The
variable rate unsecured loan stock issued, or to be issued, to United Artists
Investments Limited by the UK Gold Joint Venture (UK Gold Holdings Limited) in
connection with the funding from time to time of the UK Gold Joint Venture.  7.The
£50 million unsecured variable rate loan stock to be issued to Flextech Broadband
Limited pursuant to the loan stock instrument constituted in respect of UKTV
New Ventures dated 15 July 2004.  8.The
£21 million loan stock contemplated by the 15 July 2004 letter agreement
between Flextech Broadband Limited and BBC Worldwide Limited to be issued to
Flextech Broadband Limited by UKTV Interactive Limited.  9.£20
million Cumulative and £13.75 million non-cumulative, non-voting preference
shares issued by UK Gold Holdings Limited.  323


PART 6 - EXISTING HEDGING AGREEMENTS  NTL  Existing Hedge
   Counterparty/Contact
   Details
   
   Existing Hedge AgreementsBNP Paribas,
  10Harewood Avenue
  London
  NW1 6AA
  
  Tel:              +44(0)20
  7595 2000
  
  Fax:             +44(0)20
  7595 2555
  
  Attention:    Jeffrey
  Krogh
  
  ·ISDA
  Master Agreement dated 15 September 2004 made between BNP Paribas and
  Virgin Media Investment Holdings Limited (formerly known as NTL Investment
  Holdings Limited).
  
  ·Confirmation
  with trade date 3rd August 2004 relating to a cross currency coupon swap,
  USD to GBP with a notional amount of $100 million.
  
  ·Confirmation
  with trade date 3rd August 2004 relating to a cross currency coupon
  swap, EURO to GBP with a notional amount of 151 million.
  
  ·Confirmation
  with trade date 5th August 2004 relating to a USD forward with a
  notional amount of $100 million for delivery on 14th April 2009.
  
  ·Confirmation
  with trade date 5th August 2004 relating to a EURO forward with a
  notional amount of 151 million for delivery on 14th April 2009.Deutsche Bank
  Global Markets 
  1 Great Winchester Street
  London
  EC2N 2DB
  
  Tel:              +44(0)20
  7545 9384
  
  Fax:             +44(0)20
  7545 9742
  
  Attention:    Andrej
  Machacek
  
  ·ISDA
  Master Agreement dated 13 April 2004 made between Deutsche Bank AG,
  London and NTL.
  
  ·Confirmation
  with trade date 3rd August 2004 relating to a cross currency coupon
  swap, USD to GBP with a notional amount of $100 million.
  
  ·Confirmation
  with trade date 8th April 2004 relating to a cross currency interest
  rate swap, USD to GBP with a notional amount of $125 million.
  
  ·Confirmation
  with trade date 27th May 2004 relating to a USD forward with a notional
  amount of $31.25 million for delivery on 15th April 2009.
  
  ·Confirmation
  with trade date 16th April 2004 relating to a USD forward with a
  notional amount of $62.5 million for delivery on 15th April 2009.
  
  ·Confirmation
  with trade date 24th August 2004 relating to a USD forward with a
  notional amount of $31.25 million for delivery on 15th April 2009.
  
  ·Confirmation
  with trade date 25th August 2004 relating to a USD forward with a
  notional amount of $100 million for delivery on 14th April 2009.  324


Existing Hedge
   Counterparty/Contact
   Details
   
   Existing Hedge AgreementsBarclays Bank
  PLC
  Barclays Capital
  5 The North Colonnade
  London E14 4BB
  
  Tel:              +44(0)20
  7773 6461
  
  Fax:             +44(0)20
  7773 6810
  
  Attention:    Andrew
  Brown:
  
  ·ISDA
  Master Agreement dated 13 April 2004 made between Barclays Bank PLC and
  NTL.
  
  ·Confirmation
  with trade date 3rd August 2004 relating to a cross currency coupon
  swap, USD to GBP with a notional amount of $144,196,556.22.
  
  ·Confirmation
  with trade date 8th April 2004 relating to a cross currency coupon swap,
  USD to GBP with a notional amount of $300 million.
  
  ·Confirmation
  with trade date 3rd September 2004 relating to a USD forward with a
  notional amount of $144,196,556.22 for delivery on 14th April 2009.
  
  ·Confirmation
  with trade date 16th April 2004 relating to a USD forward with a
  notional amount of $150 million for delivery on 15th April 2009.
  
  ·Confirmation
  with trade date 27th May 2004 relating to a USD forward with a notional
  amount of $75 million for delivery on 15th April 2009.
  
  ·Confirmation
  with trade date 24th August 2004 relating to a USD forward with a
  notional amount of $75 million for delivery on 15th April 2009.HSBC Bank PLC
  Level 22
  8 Canada Square
  London E14 5HQ
  
  Tel:              +44
  (0)20 7991 8888
  
  Fax:             +44
  (0)20 7991 4810
  
  Attention:    SWAPS
  Administration
  
  ·ISDA
  Master Agreement dated 30th December 2004 made between HSBC Bank PLC and
  NTL.
  
  ·Confirmation
  with trade date 27th April 2004 relating to a fixed for floating rate
  swap with a notional amount of £600 million.
  
  ·Confirmation
  with trade date 27th April 2004 relating to a fixed for floating rate
  swap with a notional amount of £600 million.
  
  ·Confirmation
  with trade date 7th October 2004 relating to a fixed for floating rate
  swap with a notional amount of £50 million.  325


TELEWEST  Existing Hedge
   Counterparty/Contact
   Details
   
   Existing Hedge AgreementsJPMorgan Chase
  Bank
  125 London Wall
  London EC2Y 5AJ
  
  Tel:              +44(0)207
  777 3250
  
  Fax:             +44(0)207
  777 3459
  
  Attention:    Mike
  Wharrad
  
  ·ISDA
  Master Agreement dated 15 July 2004 made between JP Morgan Chase Bank
  and TCN.
  
  ·Confirmation
  with trade date 20 July 2004 relating to a fixed for floating rate swap
  with a notional amount of £256 million.Calyon
  Broadwalk House
  5 Appold Street
  London EC2A 2DA
  
  Tel:              +44(0)20
  7214 7009
  
  Fax:             +44(0)20
  7214 7159
  
  Attention:    Steve
  Tubb
  
  ·ISDA
  Master Agreement dated 15 July 2004 made between Calyon and TCN
  
  ·Confirmation
  with trade date 21 July 2004 relating to a fixed for floating rate swap
  with a notional amount of £322 million.
  
  ·Confirmation
  with trade date 10 Jan 2005 relating to a floating for floating cross
  currency swap with a notional amount of 43.3 millionThe Royal Bank
  of Scotland plc
  Corporate Restructuring Unit
  Specialised Lending Services
  10th Floor
  280 Bishopsgate
  London EC2M 4RB
  
  Tel:              +44
  (0)20 7672 0269
  +44 (0)20 7672 1827
  
  Fax:             +44
  (0)20 7672 0324
  
  Attention:    Neil
  Wright / Mike Birch
  
  ·ISDA
  Master Agreement dated 15 July 2004 made between The Royal Bank of
  Scotland plc and TCN.
  
  ·Confirmation
  with trade date 19 July 2004 relating to a fixed for floating rate swap
  with a notional amount of £355 million.The Bank of New
  York
  One Canada Square
  Canary Wharf
  London E14 5AL
  
  Tel:              +44(0)20
  7964 6533
  
  Fax:             +44(0)20
  7964 6193
  
  Attention:    Jason
  Garwood
  
  ·ISDA
  Master Agreement dated 15 July 2004 made between The Bank of New York
  and TCN.
  
  ·Confirmation
  with trade date 19 July 2004 relating to a fixed for floating rate swap
  with a notional amount of £66 million.  326


Existing Hedge
   Counterparty/Contact
   Details
   
   Existing Hedge AgreementsHSBC Bank plc
  Level 22
  8 Canada Square
  London E14 5HQ
  
  Tel:              +44
  (0)20 7991 8888
  
  Fax:             +44
  (0)20 7991 4810
  
  Attention:    Operations, Global Markets
  
  ·ISDA
  Master Agreement dated March 14, 2005 made between HSBC Bank plc and
  TCN.
  
  ·Confirmation
  with trade date 17 May 2005 relating to a fixed for floating rate swap
  with a notional amount of £1,000 million.
  
  ·Confirmation
  with trade date 10 Jan 2005 relating to a floating for floating cross
  currency swap with a notional amount of 56.7 millionBarclays Bank
  PLC
  Murray Bouse
  1 Royal Mint Court
  London EC3N 4HH
  
  Tel:              +44
  (0)20 7696 2700
  
  Fax:             +44
  (0)20 7696 3228
  
  Attention:    Operations BZW Debt Capital Markets
  
  ·ISDA
  Master Agreement dated January 10, 2005 made between Barclays Bank PLC
  and TCN.
  
  ·ISDA Master
  Agreement dated May 12, 2005 made between Barclays Bank PLC and Flextech
  Broadband Ltd.
  
  ·Confirmation
  with trade date 12 May 2005 relating to a fixed for floating rate swap
  with a notional amount of £66 million.
  
  ·Confirmation
  with trade date 10 Jan 2005 relating to a floating for floating cross
  currency swap with a notional amount of $55 millionABN Amro Bank
  NV
  199 Bishopsgate
  London, EC2M 3XW
  
  Tel:              +44
  (0)20 7678 8000
  
  Fax:             +44
  (0)20 7857 9428
  
  Attention:    OTC Derivative
  Operations
  
  ·ISDA
  Master Agreement dated January 10, 2005 made between ABN Amro Bank NV
  and TCN.
  
  ·Confirmation with trade date 10 Jan 2005 relating to a
  floating for floating cross currency swap with a notional amount of $20
  millionFortis Bank SA
  NV
  Montagne du Parc, 3
  B-1000
  Brussels
  
  Tel:              +32
  (0)2 565 62 75
  
  Fax:             +32
  (0)2 565 48 07
  
  Attention:    Financial
  Markets
  
  ·ISDA Master Agreement dated January 10, 2005 made between
  Fortis Bank SA NV Bank NV and TCN.
  
  ·Confirmation
  with trade date 10 Jan 2005 relating to a floating for floating cross
  currency swap with a notional amount of $45 millionSociete
  Generale
  Tour Societe Generale
  17 Cours Valmy
  92972 Paris La Defense Ced
  
  ·ISDA
  Master Agreement dated January 10, 2005 made between Societe Generale
  and TCN.
  
  ·Confirmation with trade date 10 Jan 2005 relating to a
  floating for   327


Existing Hedge
   Counterparty/Contact
   Details
   
   Existing Hedge AgreementsTel:              +33
  (0)1 421 370 51
  
  Fax:             +33
  (0) 1 469 246 74
  
  Attention:    Vanilla Derivative &
  Credit Derivative Products
  
  floating cross
  currency swap with a notional amount of $30 million  328


PART 7 - EXISTING VENDOR FINANCING ARRANGEMENTS  LESSOR
  
  Type of Vendor
  Financing
  
  Closing Balance inGBP
  31 December 2005
  (US GAAP)Capital Bank
  
  Vehicles
  
  324,624Cisco
  
  IT
  
  15,553,594ECS
  
  IT
  
  9,327,221GE Capital
  
  Reprographics
  
  560,194HBOS - Bank of Scotland
  
  Switch
  
  885,715HSBC
  
  Switch
  
  1,510,844HSBC
  
  Vehicles
  
  977,388IBM
  
  IT
  
  2,461,990Ing Car Lease
  
  Vehicles
  
  349,723Lombard
  
  Vehicles
  
  26,984Marshall
  
  Vehicles
  
  2,308RB Canada
  
  Switch
  
  20,914,599RBS
  
  Switch
  
  21,613,242SES Astra
  
  Transponder
  
  16,616,051UDT
  
  Vehicles
  
  6,145,117Total
  
  
  
  97,269,591  329


SCHEDULE 11  FORM OF L/C BANK ACCESSION CERTIFICATE  To:Deutsche Bank AG,
London Branch  cc:[Virgin
Media Investment Holdings Limited (formerly known as NTL Investment Holdings
Limited)]  From:[L/C Bank]  Date:  Dear Sirs  1.We refer to the
facilities agreement dated 3 March 2006 (as from time to time amended,
varied, novated or supplemented, the Facilities
Agreement) and made between, inter alia,
Virgin Media Inc. (formerly known as NTL Incorporated) as Ultimate Parent,
Virgin Media Finance PLC (formerly known as NTL Cable PLC) as Parent, Virgin
Media Investment Holdings Limited (formerly known as NTL Investment Holdings
Limited), Telewest Communications Networks Limited and VMIH Sub Limited
(formerly known as NTLIH Sub Limited) as UK Borrowers, Virgin Media Dover LLC
(formerly known as NTL Dover LLC) as US 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 Corporate Banking Europe SAS as Administrative Agent and the
financial and other institutions named in it as Lenders. Terms defined in the Facilities
Agreement shall have the same meanings in this Certificate.  2.This
L/C Bank Accession Certificate is delivered pursuant to Clause 5.11 (Appointment and Change of L/C Bank) of the Facilities
Agreement.  3.[Name of L/C Bank]undertakes, upon its becoming an L/C Bank, to
perform all the obligations expressed to be undertaken under the Facility
Agreement and the Finance Documents by an L/C Bank and agrees that it shall be
bound by the Facilities Agreement and the other Finance Documents in all respects
as if it had been an original party to it as an L/C Bank.  4.[Name of L/C Bank]s administrative details are as follows:  Address:  Fax No:  Contact:  [and the address
of the office having the beneficial ownership of our participation in the
Facilities Agreement (if different from the above) is:  Address:  Fax No:  Contact:                       ]  330


5.This
L/C Bank Accession Certificate shall be governed by English law.  For and on behalf
of [Name
of L/C Bank]  331


SCHEDULE 12  FORM OF DOCUMENTARY CREDIT  [L/C
Banks Letterhead]  To:[Beneficiary]
(the Beneficiary)  Non-transferable
Irrevocable Documentary Credit No. [·]  At the request of
[insert
name of Borrower], [L/C Bank] (the L/C Bank)
issues this irrevocable non-transferable documentary credit (Documentary Credit) in your favour on the
following terms and conditions:  1.Definitions  In this Documentary Credit:  Business Day
means a day (other than a Saturday or a Sunday) on which banks are open for
general business in [London].(16)  Demand
means a demand for payment under this Documentary Credit in the form of the
schedule to this Documentary Credit.  Expiry Date
means [·].  Total L/C Amount
means [·].  2.L/C Banks Agreement  (a)The Beneficiary
may request a drawing or drawings under this Documentary Credit by giving to
the L/C Bank a duly completed Demand.  A
Demand must be received by the L/C Bank on or before [·]p.m. ([London] time) on the Expiry Date.  (b)Subject to the
terms of this Documentary Credit, the L/C Bank unconditionally and irrevocably
undertakes to the Beneficiary that, within [10] Business Days of receipt by it of a Demand, it will pay to
the Beneficiary the amount demanded in that Demand.  (c)The L/C Bank will
not be obliged to make a payment under this Documentary Credit if as a result
the aggregate of all payments made by it under this Documentary Credit would
exceed the Total L/C Amount.  3.Expiry  (a)The L/C Bank will
be released from its obligations under this Documentary Credit on the date (if
any) notified by the Beneficiary to the L/C Bank as the date upon which the
obligations of the L/C Bank under this Documentary Credit are released.  (b)Unless previously
released under paragraph (a) above, at [·]p.m. ([London] time) on the Expiry Date the obligations of the L/C Bank
under this Documentary Credit will  
 (16)This may
need to be amended depending on the currency of payment under the Documentary
Credit.  332


cease with no further liability on the part
of the L/C Bank except for any Demand validly presented under the Documentary
Credit before that time that remains unpaid.  (c)When the L/C Bank
is no longer under any further Obligations under this Documentary Credit, the
Beneficiary must promptly return the original of this Documentary Credit to the
L/C Bank.  4.Payments  All payments under this Documentary Credit shall be
made in [·]and for value on the due date to the account of the
Beneficiary specified in the Demand.  5.Delivery of Demand  Each Demand shall be in writing, and, unless
otherwise stated, may be made by letter, fax or telex and must be received in
legible form by the L/C Bank at its address and by the particular department or
officer (if any) as follows:  [·]  6.Assignment  The Beneficiarys rights under this Documentary
Credit may not be assigned or transferred.  7.UCP  Except to the extent it is inconsistent with the
express terms of this Documentary Credit, this Documentary Credit is subject to
the Uniform Customs and Practice for Documentary Credits (1993 Revision),
International Chamber of Commerce Publication No. 500.  8.Governing Law  This Documentary Credit is governed by English law.  9.Jurisdiction  The courts of England have exclusive jurisdiction to
settle any disputes arising out of or in connection with this Documentary
Credit.  Yours faithfully,   [L/C
Bank]  By:  333


FORM OF
DEMAND  To:[L/C
Bank]  Dear Sirs,  Non-transferable
Irrevocable Documentary Credit No. [] issued in favour of [name of beneficiary]
(the Documentary Credit)  We refer to the
Documentary Credit.  Terms defined in the
Documentary Credit have the same meaning when used in this Demand.  1.We certify that
the sum of [·]is due [and has
remained unpaid for at least [·]Business Days]  [under [set out
underlying contract or agreement]].  We therefore demand payment of the sum of [·].  2.Payment should be
made to the following account:Name:  Account Number:  Bank:  3.The date of this
Demand is not later than the Expiry Date.  Yours faithfully,  (Authorised
  Signatory)
  (Authorised
  Signatory)For[Beneficiary]  334


SCHEDULE 13  PRO FORMA BANK GROUP FINANCIAL STATEMENTS  Bank Group Estimated Consolidated
Balance Sheet  £ millions  Unaudited  Proforma  Ultimate
  Parent at end
  of period (1)
  
  Excluded
  Group
  
  Consolidation
  adjustment
  
  ProformaBank
  GroupAssetsCurrent AssetsCash and Cash equivalentsRestricted CashMarketable securitiesAccounts receivable - trade less allowance
  for doubtful accountsPrepaid expense and other assetsOther current assetsTotal current assetsFixed Assets, netReorganisation value in excess of amounts
  allocable to identifiable assetsCustomer Lists NetIntangible assets, netInvestments in and loans to affiliates, netOther assets net of accumulated
  amortisationTotal assetsLiabilities and shareholders
  equity (deficit)Current liabilitiesAccounts payableAccrued expensesInterest payableDeferred revenueOther current liabilitiesCurrent portion of long term debtTotal current liabilitiesLong term debt net of current portionOther long term liabilitiesDeferred income taxesCommitments and contingent liabilitiesShareholders equity (deficit)Series preferred stock
  
  Common StockAdditional paid in capitalTreasury/StockUnearned stock-based compensationAccumulated other comprehensive income
  (loss)Accumulated (deficit)Total shareholders equity (deficit)Total liabilities and
  shareholders equity (deficit)  
 (1) From
financial statements delivered under clause 22.1(a) of this Agreement  335


Bank
Group Estimated Consolidated Statement Of Operations  £
millions  Unaudited  Proforma  Ultimate
  Parent(1)
  
  Pre-
  acquisition
  Merger
  results of
  TCN(2)
  
  Pre-
  acquisition
  results
  Virgin
  Mobile(3)
  
  Excluded
  Group
  
  Consolidation
  adjustment
  
  ProformaBank
  GroupRevenueCosts and expensesOperating costs (excluding depreciation)Selling, general and administrative
  expensesOther chargesDepreciationAmortisationOperating (loss)Other income (expense)Interest income and other, netInterest expenseLoss on extinguishment of debtShare of (losses) from equity investmentsOther gains (losses)Foreign currency transaction gains (losses)(Loss) before income taxesIncome tax (expense) benefitNet (loss)  
 (1) From financial statements delivered under
clause 22.1(a) of this Agreement  (2) Reflects results of TCN for periods only on
or before date of the Merger  (3) Reflects results at Baseball for periods only
on or before Baseball Effective Date, upon completion of Baseball Acquisition  336


Bank Group Estimated Consolidated
Statement of Cashflows  £ millions  Unaudited  Proforma  Ultimate
  Parent(1)
  
  Pre-
  acquisition
  Merger
  results of
  TCN(2)
  
  Pre-
  acquisition
  results
  Virgin
  Mobile(3)
  
  Excluded
  Group
  
  Consolidation
  adjustment
  
  ProformaBank
  Group  
 (1) From financial statements delivered under
clause 22.1(a) of this Agreement  (2) Reflects results of TCN for periods only on
or before date of the Merger  (3) Reflects results at Baseball for periods
only on or before Baseball Effective Date, upon completion of Baseball
Acquisition.  337


SCHEDULE 14  PRO FORMA BUDGET INFORMATION  BUDGET  UK Bank Group  (£ in millions)  2007
  
  2008INCOME STATEMENT
  
  Note Ref
  
  Q1
  
  Q2
  
  Q3
  
  Q4
  
  2005
  
  Q1£
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £Revenue
  
  b
  
  
  
  
  
  
  
  
  
  
  
  COGS
  
  b
  
  
  
  
  
  
  
  
  
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £Gross Margin
  
  
  
  
  
  
  
  
  
  
  
  
  
  Gross Margin %
  
  
  
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %
  0.0
  %£
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £SG&A
  
  b
  
  
  
  
  
  
  
  
  
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £Segment Profit
  
  b
  
  
  
  
  
  
  
  
  
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £Other Charges
  
  b
  
  
  
  
  
  
  
  
  
  
  
  c
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £Depreciation and Amortisation
  
  
  
  
  
  
  
  
  
  
  
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £EBIT
  
  
  
  
  
  
  
  
  
  
  
  
  
    338


2007
  
  2008CASH FLOW STATEMENT
  
  
  
  Q1
  
  Q2
  
  Q3
  
  Q4
  
  2005
  
  Q1Segment Profit
  
  b
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  Net Cash Interest
  
  b
  
  
  
  
  
  
  
  
  
  
  
  Change in Working Capital
  
  c
  
  
  
  
  
  
  
  
  
  
  
  Other
  
  
  
  
  
  
  
  
  
  
  
  
  
  Net Operating Cash Flows
  
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  Increase in Intangible Assets
  
  b
  
  
  
  
  
  
  
  
  
  
  
  Increase in Fixed Assets
  
  c
  
  
  
  
  
  
  
  
  
  
  
  Net Investing Cash Flows
  
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  Borrowings
  
  b
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  Repayments
  
  b
  
  
  
  
  
  
  
  
  
  
  
  Asset Disposals
  
  c
  
  
  
  
  
  
  
  
  
  
  
  Permitted Payments to Parent
  
  b
  
  
  
  
  
  
  
  
  
  
  
  Contributions from Parent
  
  b
  
  
  
  
  
  
  
  
  
  
  
  Net Financing Cash Flows
  
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  Total Cash Flows
  
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
    339


2007
  
  2008BALANCE SHEET
  
  
  
  Q1
  
  Q2
  
  Q3
  
  Q4
  
  2005
  
  Q1Cash
  
  b
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  Accounts Receivable
  
  b
  
  
  
  
  
  
  
  
  
  
  
  Prepaid & Other
  
  c
  
  
  
  
  
  
  
  
  
  
  
  Current Assets
  
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  Fixed Assets, net
  
  b
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  Contributions to Parent
  
  b
  
  
  
  
  
  
  
  
  
  
  
  Other Assets
  
  b
  
  
  
  
  
  
  
  
  
  
  
  Total Assets
  
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  Accounts Payable
  
  c
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  Accrued Expenses
  
  c
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  Interest Payable
  
  b
  
  
  
  
  
  
  
  
  
  
  
  Current Liabilities
  
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  Long Term Debt
  
  b
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  Other
  
  
  
  
  
  
  
  
  
  
  
  
  
  Total Liabilities
  
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  Equity
  
  
  
  
  
  
  
  
  
  
  
  
  
  Total Shareholders Equity
  
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  Total Liabilities and
  Shareholders Equity
  
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
  
  
  £
    
 Notes  The above statements provide limited
information concerning certain line items of the UK Bank Groups budget  (as defined in the Senior Facilities
Agreement) according to the following notes:  340


(a) = Items will be specific to the
Excluded Group only  (b) = Items will be determined specifically
without allocation  (c) = Items will be allocated between the
Bank Group and Excluded Group based upon appropriate methodologies as
determined by the Board of Directors  Accordingly the starting balance sheet and
balance sheets for the budget periods may be incomplete  341