**Exhibit 10.1**

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**SCHEDULE 2**

**£5,165,652,430.56**

**€500,000,000**

**$650,000,000**

**SENIOR FACILITIES AGREEMENT**

**dated 3March 2006, as amended and restated**

** on 22 May 2006, 10 July 2006, 10 August 2006and 4 April 2007**

between

**VIRGIN MEDIA INC.**(formerly known as NTL Incorporated)as Ultimate Parent

**VIRGIN MEDIA FINANCE PLC**(formerly known as NTL Cable PLC)as Parent

**VIRGINMEDIA INVESTMENT HOLDINGS LIMITED**(formerly known as NTL Investment Holdings Limited)

**TELEWESTCOMMUNICATIONS 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 BRANCHJ.P. MORGAN PLCTHE ROYAL BANK OF SCOTLAND PLCGOLDMAN SACHS INTERNATIONAL**as Bookrunners and Mandated Lead Arrangers

**DEUTSCHE BANK AG, LONDON BRANCH**as Facility Agent and Security Trustee

**DEUTSCHE BANK AG, NEW YORK BRANCH**as US Paying Agent

**GE CORPORATE BANKING EUROPE SAS**as Administrative Agent

**THE LENDERS**

and

**DEUTSCHE BANK AG, LONDON BRANCH**as Original L/C Bank

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5 Old Broad StreetLondon EC2N 1DW

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**TABLE OF CONTENTS**
| 1.  |   | DEFINITIONS AND INTERPRETATION                   |   | 2   |
|-----|--------|--------------------------------------------------|--------|-----|
| 2.  |   | THE FACILITIES                                   |   | 65  |
| 3.  |   | CONDITIONS                                       |   | 68  |
| 4.  |   | UTILISATION                                      |   | 71  |
| 5.  |   | DOCUMENTARY CREDITS                              |   | 73  |
| 6.  |   | ANCILLARY FACILITIES                             |   | 77  |
| 7.  |   | OPTIONAL CURRENCIES                              |   | 80  |
| 8.  |   | REPAYMENT OF REVOLVING FACILITY OUTSTANDINGS     |   | 81  |
| 9.  |   | REPAYMENT OF TERM FACILITY OUTSTANDINGS          |   | 81  |
| 10. |   | CANCELLATION                                     |   | 82  |
| 11. |   | VOLUNTARY PREPAYMENT                             |   | 83  |
| 12. |   | MANDATORY PREPAYMENT AND CANCELLATION            |   | 86  |
| 13. |   | INTEREST ON REVOLVING FACILITY ADVANCES          |   | 93  |
| 14. |   | INTEREST ON TERM FACILITY ADVANCES               |   | 94  |
| 15. |   | MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES |   | 97  |
| 16. |   | COMMISSIONS AND FEES                             |   | 98  |
| 17. |   | TAXES                                            |   | 99  |
| 18. |   | INCREASED COSTS                                  |   | 106 |
| 19. |   | ILLEGALITY                                       |   | 108 |
| 20. |   | MITIGATION                                       |   | 108 |
| 21. |   | REPRESENTATIONS AND WARRANTIES                   |   | 109 |
| 22. |   | FINANCIAL INFORMATION                            |   | 118 |
| 23. |   | FINANCIAL CONDITION                              |   | 125 |
| 24. |   | POSITIVE UNDERTAKINGS                            |   | 134 |
| 25. |   | NEGATIVE UNDERTAKINGS                            |   | 145 |
| 26. |   | ACCEDING GROUP COMPANIES                         |   | 170 |
| 27. |   | EVENTS OF DEFAULT                                |   | 171 |
| 28. |   | DEFAULT INTEREST                                 |   | 177 |
| 29. |   | GUARANTEE AND INDEMNITY                          |   | 178 |
| 30. |   | AGENTS                                           |   | 182 |
| 31. |   | BORROWERS’ INDEMNITIES                      |   | 189 |
| 32. |   | CURRENCY OF ACCOUNT                              |   | 189 |
| 33. |   | PAYMENTS                                         |   | 190 |
| 34. |   | SET-OFF                                          |   | 192 |
| 35. |   | SHARING AMONG THE FINANCE PARTIES                |   | 192 |
| 36. |   | CALCULATIONS AND ACCOUNTS                        |   | 193 |

 

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| 37. |   | ASSIGNMENTS AND TRANSFERS           |   | 195 |
|-----|--------|-------------------------------------|--------|-----|
| 38. |   | COSTS AND EXPENSES                  |   | 199 |
| 39. |   | REMEDIES AND WAIVERS                |   | 200 |
| 40. |   | NOTICES AND DELIVERY OF INFORMATION |   | 201 |
| 41. |   | ENGLISH LANGUAGE                    |   | 203 |
| 42. |   | PARTIAL INVALIDITY                  |   | 203 |
| 43. |   | AMENDMENTS                          |   | 204 |
| 44. |   | THIRD PARTY RIGHTS                  |   | 208 |
| 45. |   | COUNTERPARTS                        |   | 209 |
| 46. |   | GOVERNING LAW                       |   | 209 |
| 47. |   | JURISDICTION                        |   | 209 |

 
| Schedule 1 |   |                                                              |   | 211 |
|------------|--------|-------------------------------------------------------------------|--------|-----|
| PART 1 -   |   | LENDERS AND COMMITMENTS                                           |   | 211 |
| PART 2 -   |   | LENDERS TAX STATUS                                                |   | 212 |
| PART 3 -   |   | B2 FACILITY LENDERS, B3 FACILITY LENDERS AND B4  FACILITY LENDERS |   | 213 |
| Schedule 2 |   |                                                              |   | 214 |
| PART 1 -   |   | THE ORIGINAL GUARANTORS                                           |   | 214 |
| PART 2 -   |   | THE RESTRICTED GUARANTORS                                         |   | 225 |
| Schedule 3 |   |                                                              |   | 228 |
| PART 1 -   |   | FORM OF DEED OF TRANSFER AND ACCESSION                            |   | 228 |
| PART 2 -   |   | FORM OF C FACILITY LENDER DEED OF ACCESSION                       |   | 234 |
| Schedule 4 |   |                                                              |   | 239 |
| PART 1 -   |   | CONDITIONS PRECEDENT TO FIRST UTILISATION                         |   | 239 |
| PART 2 -   |   | CONDITIONS PRECEDENT TO FIRST BASEBALL UTILISATION                |   | 243 |
| PART 3 -   |   | FORM OF OFFICER’S CERTIFICATE                                |   | 244 |
| PART 4 -   |   | VANILLA INITIAL SECURITY DOCUMENTS                                |   | 246 |
| PART 5 -   |   | VANILLA CONDITIONS SUBSEQUENT DOCUMENTS                           |   | 248 |
| PART 6 -   |   | BASEBALL CONDITION SUBSEQUENT DOCUMENTS                           |   | 249 |
| PART 7 -   |   | CONDITIONS PRECEDENT TO C FACILITY UTILISATION                    |   | 250 |
| PART 8 -   |   | CONDITIONS PRECEDENT TO B5 FACILITY AND B6 FACILITY  UTILISATION  |   | 252 |
| Schedule 5 |   |                                                              |   | 253 |
| PART 1 -   |   | FORM OF UTILISATION REQUEST (ADVANCES)                            |   | 253 |
| PART 2 -   |   | FORM OF UTILISATION REQUEST (DOCUMENTARY CREDITS)                 |   | 255 |
| Schedule 6 |   | ASSOCIATED COSTS RATE                                             |   | 257 |
| Schedule 7 |   |                                                              |   | 260 |
| PART 1 -   |   | FORM OF ACCESSION NOTICE                                          |   | 260 |
| PART 2 -   |   | ACCESSION DOCUMENTS                                               |   | 264 |
| Schedule 8 |   | FORM OF COMPLIANCE CERTIFICATE                                    |   | 266 |
| Schedule 9 |   |                                                              |   | 268 |
| PART 1 -   |   | MEMBERS OF THE BANK GROUP                                         |   | 268 |
| PART 2 -   |   | MEMBERS OF THE TELEWEST GROUP                                     |   | 280 |

 

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| PART 3 -    |   | MEMBERS OF THE NTL GROUP                  |   | 286 |
|-------------|--------|-------------------------------------------|--------|-----|
| Schedule 10 |   | EXISTING ENCUMBRANCES                     |   | 294 |
| PART 1 -    |   | EXISTING ENCUMBRANCES                     |   | 294 |
| PART 2 -    |   | EXISTING LOANS                            |   | 315 |
| PART 3 -    |   | EXISTING FINANCIAL INDEBTEDNESS           |   | 317 |
| PART 4 -    |   | EXISTING PERFORMANCE BONDS                |   | 319 |
| PART 5 -    |   | EXISTING UKTV GROUP LOAN STOCK            |   | 322 |
| PART 6 -    |   | EXISTING HEDGING AGREEMENTS               |   | 323 |
| PART 7 -    |   | EXISTING VENDOR FINANCING ARRANGEMENTS    |   | 327 |
| Schedule 11 |   | FORM OF L/C BANK ACCESSION CERTIFICATE    |   | 328 |
| Schedule 12 |   | FORM OF DOCUMENTARY CREDIT                |   | 330 |
| Schedule 13 |   | PRO FORMA BANK GROUP FINANCIAL STATEMENTS |   | 333 |
| Schedule 14 |   | PRO FORMA BUDGET INFORMATION              |   | 336 |

** **

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**THIS AGREEMENT** is dated 3March 2006 as amended and restated 22 May 2006, 10 July 2006, 10 August 2006and 4 April 2007.

**BETWEEN:**

**(1)**                                 **VIRGIN MEDIA INC.** (formerly known as NTL Incorporated), acompany incorporated in the State of Delaware, United States of America, whoseregistered office is at 909 Third Avenue, Suite 2863, New York, NY 10022,United States of America (the “**UltimateParent**”);

**(2)****                                ****VIRGINMEDIA FINANCE PLC**(formerly known as NTL Cable PLC),****a company incorporated in England &Wales with registered number 5061787 and having its registered office at 160Great Portland Street, London W1W 5QA (the “**Parent**”);

**(3)**                                 **VIRGIN MEDIA****INVESTMENTHOLDINGS LIMITED** (formerly known as NTL Investment HoldingsLimited),****a company incorporatedin England and Wales under registered number 3173552 and having its registeredoffice at 160 Great Portland Street, London W1W 5QA (“**VMIH**”);

**(4)****                                ****TELEWESTCOMMUNICATIONS NETWORKS LIMITED,** a company incorporated inEngland and Wales under registered number 3071086, and having its registeredoffice at 160 Great Portland Street, London W1W 5QA (or, following a SolventLiquidation thereof pursuant to the provisions of Clause 25.20 (*Solvent Liquidation*), the relevantSuccessor Entity, “**TCN**”);

**(5)****                                ****VMIH SUBLIMITED** (formerly known as NTLIH Sub Limited), a company incorporated inEngland and Wales with registered number****5316140and having its registered office at 160 Great Portland Street, London W1W 5QA (“**VMIH****Sub**”);

**(6)****                                ****VIRGINMEDIA DOVER LLC** (formerly known as NTL Dover LLC), a limitedliability company organised under the laws of the State of Delaware, UnitedStates of America, whose registered office is at 909 Third Avenue, Suite 2863,New York, NY 10022, United States of America (the “**US Borrower**”);

**(7)****                                ****THEORIGINAL GUARANTORS**(as defined below);

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

**(9)**                                 **DEUTSCHE BANK AG, LONDON BRANCH, J.P. MORGAN PLC, THE ROYAL BANK OFSCOTLAND PLC**and**GOLDMAN SACHSINTERNATIONAL** (each a “**MandatedLead Arranger**” and together, the “**MandatedLead Arrangers**”);

**(10)**                          **DEUTSCHE BANK AG, LONDON BRANCH** (as agent for and on behalfof the Finance Parties, the “**Facility Agent**”);

**(11)****                         ****DEUTSCHEBANK AG, NEW YORK BRANCH** (as United States paying agent for and onbehalf of the Finance Parties,  the “**US Paying Agent**”);

**(12)****                         ****DEUTSCHEBANK AG, LONDON BRANCH** (as security trustee for and on behalf ofthe Finance Parties, the “**Security Trustee**”);

**(13)****                         ****GE CORPORATEBANKING EUROPE SAS**(as administrative agent, the “**Administrative Agent**”);

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**(14)****                         ****THE LENDERS** (as definedbelow); and

**(15)****                         ****DEUTSCHEBANK AG, LONDON BRANCH** as L/C Bank (the “**Original L/C Bank**”).

**WHEREAS**:

**(1)**                                 The partieshereto have entered into a £3.775 billion senior facilities agreement dated theOriginal Execution Date (as defined below) (the “**Original Agreement**”).

**(2)**                                 Pursuant to theterms of Clause 44 (*Amendment UponStructure Notice*) of the Original Agreement, each of the partieshereto agreed to amend and restate the Original Agreement with the form of thisAgreement and with effect from the date on which the Company delivers theStructure Notice to the Facility Agent in accordance with the terms ofClause 44.1 (*Delivery of StructureNotice*) of the Original Agreement.

**(3)**                                 The FacilityAgent confirms that it has received a copy of the Structure Notice and hasdelivered 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 thisAgreement with effect from the date of such Structure Notice.

# **1.****                                      DEFINITIONSAND INTERPRETATION**

## **1.1****                               Definitions**

Inthis Agreement the following terms have the meanings set out below.

“**80% Security Test**” means the requirement that, save asotherwise provided in Clause 24.12 (*FurtherAssurance*), members of the Bank Group generating not less than 80%of Consolidated Operating Cashflow (excluding for the purposes of thiscalculation, any Consolidated Net Income attributable to any Joint Venture)have acceded as Guarantors to this Agreement (for the avoidance of doubt, otherthan in respect of the C Facility) as tested by reference to each set of annualfinancial information relating to the Bank Group delivered to the FacilityAgent pursuant to Clause 22.1 (*FinancialStatements*). For the avoidance of doubt, (i) members of the TelewestGroup or the Baseball Group which have granted guarantees and security inrespect of the A Facility, the A1 Facility and the B1 Facility shall continueto be treated as Guarantors for the purposes of this 80% Security Test,notwithstanding any subsequent failure to satisfy the provisions of Sections151 to 158 of the Act with respect to the granting of guarantees and securityin respect of the B2 Facility, the B3 Facility, the B4 Facility (in the case ofmembers of the Telewest Group) or the B5 Facility and/or the B6 Facility (inthe case of members of the Baseball Group) and (ii) this definition shall notbe construed to require attempted or actual satisfaction of the provision ofSections 151 to 158 of the Act with respect to the granting of guarantees andsecurity in respect of the B5 Facility and/or the B6 Facility.

“**A Facility**” means the term loan facility granted to the UKBorrowers pursuant to Clause 2.1(a) (*TheFacilities*).

“**A Facility Margin**” means, in relation to A Facility Advances,and subject to Clause 14.7 (*MarginRatchet for A Facility Advances and A1 Facility Advances*), 1.875%per annum.

“**A Facility Outstandings**” means, at any time, the aggregate principalamount of the A Facility Advances outstanding under this Agreement.

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“**A1 Facility**” means the term loan facility granted to BaseballCash Bidco pursuant to Clause 2.1(b) (*TheFacilities*).

“**A1 Facility Margin**” means, in relation to A1 Facility Advances,and subject to Clause 14.7 (*MarginRatchet for A Facility Advances and A1 Facility Advances*), 1.875%per annum.

“**A1 Facility Outstandings**” means, at any time, the aggregateprincipal amount of the A1 Facility Advances outstanding under this Agreement.

“**Acceding Borrower**” means a member of the Bank Group which hascomplied with the requirements of Clause 26.1 (*Acceding Borrower*).

“**Acceding Group Company**” means an Acceding Borrower, anAcceding Guarantor or, an Acceding Holding Company, as the context may require.

“**Acceding Guarantor**” means any member of the Bank Group whichhas complied with the requirements of Clause 26.2 (*Acceding Guarantors*).

“**Acceding Holding Company**” means any person which becomes theHolding Company of the Ultimate Parent and which has complied with therequirements of Clause 26.3 (*AccedingHolding Company*).

“**Acceding Obligors**” means the Acceding Borrowers and theAcceding Guarantors.

“**Acceleration Date**” means the date on which a written noticehas been served under Clause 27.17 (*Acceleration*).

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

**(a)****                                 **if the 1992 Master Agreementis used, “Second Method” and “Market Quotation” are specified as the paymentmethod applicable;

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

**(c)****                                 **the governing Law is Englishor New York Law.

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

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

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

“**Advance**” means:

**(a)****                                 **when designated “**A Facility**”, the principal amount of eachadvance made or to be made under the A Facility or arising in respect of the AFacility under Clause 14.3 (*Consolidationof Term Facility Advances*) or under Clause 14.4 (*Division of Term Facility Advances*);

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**(b)****                                 **when designated “**A1 Facility**”, the principal amount of eachadvance made or to be made under the A1 Facility or arising in respect of theA1 Facility under Clause 14.3 (*Consolidationof Term Facility Advances*) or under Clause 14.4 (*Division of Term Facility Advances*);

**(c)****                                 **when designated “**B1 Facility**”, the principal amount of eachadvance made or to be made under the B1 Facility or arising in respect of theB1 Facility under Clause 14.3 (*Consolidationof Term Facility Advances*) or under Clause 14.4 (*Division of Term Facility Advances*);

**(d)****                                 **when designated “**B2 Facility**”, the principal amount of eachadvance made or to be made under the B2 Facility or arising in respect of theB2 Facility under Clause 14.3 (*Consolidationof Term Facility Advances*) or under Clause 14.4 (*Division of Term Facility Advances*);

**(e)****                                 **when designated “**B3 Facility**”, the principal amount of eachadvance made or to be made under the B3 Facility or arising in respect of theB3 Facility under Clause 14.3 (*Consolidationof Term Facility Advances*) or under Clause 14.4 (*Division of Term Facility Advances*); or

**(f)****                                   **when designated “**B4 Facility**”, the principal amount of eachadvance made or to be made under the B4 Facility or arising in respect of theB4 Facility under Clause 14.3 (*Consolidationof Term Facility Advances*) or under Clause 14.4 (*Division of Term Facility Advances*),

**(g)****                                **when designated “**B5 Facility**”, the principal amount of eachadvance made or to be made under the B5 Facility or arising in respect of theB5 Facility under Clause 14.3 (*Consolidationof Term Facility Advances*) or under Clause 14.4 (*Division of Term Facility Advances*),

**(h)****                                **when designated “**B6 Facility**”, the principal amount of eachadvance made or to be made under the B6 Facility or arising in respect of theB6 Facility under Clause 14.3 (*Consolidationof Term Facility Advances*) or under Clause 14.4 (*Division of Term Facility Advances*),

**(i)**                                    when designated“**C Facility**”, the principal amountof each advance made or to be made under the C Facility or arising in respectof the C Facility under Clause 14.3 (*Consolidationof Term Facility Advances*) or under Clause 14.4 (*Division of Term Facility Advances*);

**(j)****                                   **when designated “**Revolving Facility**”, the principal amountof each advance made or to be made under the Revolving Facility (but excludingfor the purposes of this definition, any utilisation of the Revolving Facilityby way of Ancillary Facility or Documentary Credit); or

**(k)****                               **without any suchdesignation, 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 contextrequires,

in each case as from time totime reduced by repayment or prepayment.

“**Affiliate**” means, in relation to a person, any other persondirectly or indirectly controlling, controlled by or under direct or indirectcommon control with that person, and for these 

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purposes “control” shall beconstrued so as to mean the ownership, either directly or indirectly andlegally or beneficially, of more than 50% of the issued share capital of acompany or the ability to control, either directly or indirectly, the affairsor the composition of the board of directors (or equivalent of it) of a companyand “controlling”, “controlled by” and “under common control with” shall beconstrued accordingly.

“**Agents**” means the Facility Agent, the US Paying Agent and theAdministrative Agent, and “**Agent**”means either of them.

“**Agreed Business Plan**” means the business plan, financial modeland analysis of the future funding requirements of the Company and the BankGroup prepared by the Company and delivered to the Mandated Lead Arrangers, inthe agreed form, prior to the Original Execution Date.

“**Alternative Baseball Acquisition**” means the acquisition (otherthan pursuant to the Baseball Scheme) by any member of the Bank Group of notless than 71% of the total issued share capital of Baseball which is funded byAlternative Baseball Financing or by Guaranteed Parent Debt.

“**Alternative Baseball Financing**” means, following thecancellation of the A1 FacilityCommitments, and the B1 Facility Commitments, an amount of up to £500 millionraised 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 MaturityDate for the A Facility, for the purposes of (i) paying the cashconsideration of an Alternative Baseball Acquisition, (ii) refinancing theExisting Baseball Facilities and (iii) paying the fees, costs and expensespayable by or on behalf of the Bank Group in connection with the AlternativeBaseball Acquisition.

“**Alternative Bridge Facility**” means the alternative bridgefacility made available pursuant to the Alternative Bridge Facility Agreement,the proceeds of which are on-lent to the Company and following a series oftransactions as more particularly described in the Steps Paper, applied for thepurposes of repaying in part, amounts outstanding under the Bridge Facility.

“**Alternative Bridge Facility Agreement**” means the seniorsubordinated bridge facility agreement to be entered into prior to theStructuring Date between, among others, the Parent and the Mandated LeadArrangers (as defined therein) relating to the Alternative Bridge Facility orany agreement entered into pursuant thereto and in accordance with the termsthereof for the purposes of extending the term of such facilities beyond oneyear (including, in each case, any Exchange Notes).

“**Ancillary Facility**” means any:

**(a)****                                 **overdraft, automatedpayment, cheque drawing or other current account facility;

**(b)****                                 **forward foreign exchangefacility;

**(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 financialaccommodation as may be required in connection with the Group Business andwhich is agreed in writing between the relevant UK Borrowers and the relevantAncillary Facility Lender.

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“**Ancillary Facility Commitment**” means, in relation to anAncillary Facility Lender at any time, and save as otherwise provided in thisAgreement, the maximum Sterling Amount to be made available under an AncillaryFacility granted by it, to the extent not cancelled or reduced or transferredpursuant to the terms of such Ancillary Facility or under this Agreement.

“**Ancillary Facility Documents**” means the documents and otherinstruments pursuant to which an Ancillary Facility is made available and theAncillary Facility Outstandings under it are evidenced.

“**Ancillary Facility Lender**” means any Lender which has notifiedthe Facility Agent that it has agreed to its nomination in a Conversion Noticeto be an Ancillary Facility Lender in respect of an Ancillary Facility grantedpursuant to the terms of this Agreement.

“**Ancillary Facility Outstandings**” means(without double counting), at any time with respect to an Ancillary FacilityLender and each Ancillary Facility provided by it, the aggregate of:

**(a)****                                 **all amounts of principalthen outstanding under any overdraft, automated payment, cheque drawing orother current account facility (determined in accordance with the applicableterms) as at such time; and

**(b)****                                 **in respect of any otherfacility or financial accommodation, such other amount as fairly represents theaggregate potential exposure of that Ancillary Facility Lender with respect toit under its Ancillary Facility, as reasonably determined by that AncillaryFacility Lender from time to time in accordance with its usual bankingpractices for facilities or accommodation of the relevant type (includingwithout limitation, the calculation of exposure under any derivatives facilityby reference to the mark-to-market valuation of such transaction at therelevant time).

“**Ancillary Facility Termination Date**” has the meaning given tosuch term in paragraph (h) of Clause 6.1 (*Utilisation of Ancillary Facilities*).

“**Anti-Terrorism Laws**” mean:

**(a)**                                  Executive OrderNo. 13224 of September 23, 2001 - Blocking Property and ProhibitingTransactions With Persons Who Commit, Threaten To Commit, or Support Terrorism(the “**Executive Order**”);

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

**(c)**           the Money Laundering Control Act of1986, Public Law 99-570.

“**Applicable Margin**” means the prevailing A Facility Margin, theA1 Facility Margin, the B1 Facility Margin, the B2 Facility Margin, the B3Facility Margin, the B4 Facility Margin, the B5 Facility Margin, the B6Facility Margin, the C Facility Margin or Revolving Facility Margin, as thecontext may require at the relevant time.

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

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“**Asset Passthrough**” means a series oftransactions between a Bank Holdco, one or more members of the Bank Group andan Asset Transferring Party where:

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

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

**(ii)**                             may then betransferred between various members of the Bank Group, and is finallytransferred (insofar as such transaction relates to the Bank Group) to an AssetTransferring Party; or

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

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

**(ii)**                                may then betransferred 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 ofeach such asset transfer is, in the case of an Asset Passthrough of the typedescribed in paragraph (a), to enable a Bank Holdco to indirectly transferassets (other than cash) to that Asset Transferring Party and, in the case ofan Asset Passthrough of the type described in paragraph (b), is to enablean Asset Transferring Party to indirectly transfer assets (other than cash) toa 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 amanner 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 compriseseither (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 inparagraph (a)) the Asset Transferring Party and (in the case of an AssetPassthrough of the type described in paragraph (b)) a Bank Holdco, ineither 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 inparagraph (a)) the Asset Transferring Party is equal to the considerationreceived or receivable by a Bank Holdco and (in the case of an AssetPassthrough of the type described in paragraph (b)) by a Bank Holdco isequal to the consideration received or receivable by the Asset TransferringParty (and for this purpose, a security issued by one company shall constituteequal consideration to a security issued by another company where such securitieshave been issued on substantially the same terms and subject to the sameconditions);

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

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

“**Asset Securitisation Subsidiary**” means any Subsidiary engagedsolely in the business of effecting or facilitating any asset securitisationprogramme or programmes or one or more receivables factoring transactions.

“**Asset Transferring Party**” means the member of the Group (orany person in which a member of the Bank Group owns an interest but which isnot a member of the Group), other than a member of the Bank Group (except wherethe asset being transferred is a security where such member of the Group may bea member of the Bank Group), who is the initial transferor or final transfereein respect of a transfer to or from a Bank Holdco, as the case may be, throughone or more members of the Bank Group.

“**Associated Costs Rate**” means, in relation to any Advance orUnpaid 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, inrelation to a Lender, at any time and save as otherwise provided in thisAgreement, its A Facility Commitment at such time less the Sterling Amount ofits share of the A Facility Advances made under this Agreement, adjusted totake account of:

**(a)****                                 **any cancellation orreduction of, or any transfer by such Lender or any transfer to it of, any AFacility Commitment, in each case, pursuant to the terms of this Agreement; and

**(b)****                                 **in the case of any proposedAdvance, 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 theproposed Utilisation Date,

provided always that suchamount shall not be less than zero.

“**Available A1 Facility Commitment**” means, inrelation to a Lender, at any time and save as otherwise provided in thisAgreement, its A1 Facility Commitment at such time less the Sterling Amount ofits share of the A1 Facility Advances made under this Agreement, adjusted totake account of:

**(a)****                                 **any cancellation orreduction of, or any transfer by such Lender or any transfer to it of, any A1Facility Commitment, in each case, pursuant to the terms of this Agreement; and

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**(b)****                                 **in the case of any proposedAdvance, 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 theproposed Utilisation Date,

provided always that suchamount shall not be less than zero.

“**Available Ancillary Facility Commitment**” means, in relation toan Ancillary Facility Lender and an Ancillary Facility granted by it at anytime, and save as otherwise provided in this Agreement or in the applicableAncillary Facility Documents, its Ancillary Facility Commitment at such time,less the Sterling Amount of the relevant Ancillary Facility Outstandings atsuch time, provided always that such amount shall not be less than zero.

“**Available B1 Facility Commitment**” means, inrelation to a Lender, at any time and save as otherwise provided in thisAgreement, its B1 Facility Commitment at such time less the Sterling Amount ofits share of the B1 Facility Advances made under this Agreement, adjusted totake account of:

**(a)****                                 **any cancellation orreduction of, or any transfer by such Lender or any transfer to it of, any B1Facility Commitment, in each case, pursuant to the terms of this Agreement; and

**(b)****                                 **in the case of any proposedAdvance, 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 theproposed Utilisation Date,

provided always that suchamount shall not be less than zero.

“**Available B2 Facility Commitment**” means, inrelation to a Lender, at any time and save as otherwise provided in thisAgreement, its B2 Facility Commitment at such time less the Sterling Amount ofits share of the B2 Facility Advances made under this Agreement, adjusted totake account of:

**(a)****                                 **any cancellation orreduction of, or any transfer by such Lender or any transfer to it of, any B2Facility Commitment, in each case, pursuant to the terms of this Agreement; and

**(b)****                                 **in the case of any proposedAdvance, 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 theproposed Utilisation Date,

provided always that suchamount shall not be less than zero.

“**Available B3 Facility Commitment**” means, inrelation to a Lender, at any time and save as otherwise provided in thisAgreement, its B3 Facility Commitment at such time less the Sterling Amount ofits share of the B3 Facility Advances made under this Agreement, adjusted totake account of:

**(a)****                                 **any cancellation orreduction of, or any transfer by such Lender or any transfer to it of, any B3Facility Commitment, in each case, pursuant to the terms of this Agreement; and

**(b)****                                 **in the case of any proposedAdvance, 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 theproposed Utilisation Date,

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provided always that suchamount shall not be less than zero.

“**Available B4 Facility Commitment**” means, inrelation to a Lender, at any time and save as otherwise provided in thisAgreement, its B4 Facility Commitment at such time less the Sterling Amount ofits share of the B4 Facility Advances made under this Agreement, adjusted totake account of:

**(a)****                                 **any cancellation orreduction of, or any transfer by such Lender or any transfer to it of, any B4Facility Commitment, in each case, pursuant to the terms of this Agreement; and

**(b)****                                 **in the case of any proposedAdvance, 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 theproposed Utilisation Date,

provided always that suchamount shall not be less than zero.

“**Available B5 Facility Commitment**” means, inrelation to a Lender, at any time and save as otherwise provided in thisAgreement, its B5 Facility Commitment at such time less the Sterling Amount ofits share of the B5 Facility Advances made under this Agreement, adjusted totake account of:

**(a)****                                 **any cancellation orreduction of, or any transfer by such Lender or any transfer to it of, any B5Facility Commitment, in each case, pursuant to the terms of this Agreement; and

**(b)****                                 **in the case of any proposedAdvance, 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 theproposed Utilisation Date,

provided always that suchamount shall not be less than zero.

“**Available B6 Facility Commitment**” means, in relation to aLender, at any time and save as otherwise provided in this Agreement, its B6Facility Commitment at such time less the Sterling Amount of its share of theB6 Facility Advances made under this Agreement, adjusted to take account of:

**(a)****                                 **any cancellation orreduction of, or any transfer by such Lender or any transfer to it of, any B6Facility Commitment, in each case, pursuant to the terms of this Agreement; and

**(b)****                                 **inthe case of any proposed Advance, the Sterling Amount of its share of such B6Facility Advance which, pursuant to any other Utilisation Request is to be madeon or before the proposed Utilisation Date,

provided always that suchamount shall not be less than zero.

“**Available CFacility Commitment**” means, in relation to a Lender, at any time andsave as otherwise provided in this Agreement, its C Facility Commitment at suchtime less the Sterling Amount of its share of the C Facility Advances madeunder this Agreement, adjusted to take account of:

**(a)****                                 **anycancellation or reduction of, or any transfer by such Lender or any transfer toit of, any C Facility Commitment, in each case, pursuant to the terms of thisAgreement; and

** **

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**(b)****                                 **in the case of any proposedAdvance, 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 theproposed Utilisation Date,

provided always that suchamount 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 AncillaryFacility Commitment, or, in the context of a particular Facility, its AvailableA Facility Commitment, its Available A1 Facility Commitments, its Available B1Facility Commitments, its Available B2 Facility Commitments, its Available B3Facility Commitments, its Available B4 Facility Commitments, its Available B5Facility Commitments, its Available B6 Facility Commitments, its Available CFacility Commitments, its Available Revolving Facility Commitment or itsAvailable Ancillary Facility Commitment, as the context may require.

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

“**Available Revolving Facility**” means, at any time, theaggregate 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 inthis Agreement, its Revolving Facility Commitment at such time, less theSterling Amount of its share of the Revolving Facility Outstandings, adjustedto take account of:

**(a)****                                 **any cancellation orreduction of, or any transfer by such Lender or any transfer to it of, anyRevolving Facility Commitment, in each case, pursuant to the terms of thisAgreement; and

**(b)****                                 **in the case of any proposedUtilisation, the Sterling Amount of its share of (i) such Revolving FacilityAdvance and/or Documentary Credit which pursuant to any other UtilisationRequest is to be made, or as the case may be, issued, and (ii) any RevolvingFacility 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 suchamount shall not be less than zero.

“**B1 Facility**” means the term loan facility granted to BaseballCash Bidco pursuant to Clause2.1(c) (*TheFacilities*).

“**B1 Facility Margin**” means, in relation to the B1 FacilityAdvances, 2.125% per annum.

“**B1 Facility Outstandings**” means, at any time the aggregateprincipal amount of the B1 Facility Advances outstanding under this Agreement.

“**B2 Facility**” means the term loan facility granted to the UKBorrowers pursuant to Clause 2.1(d) (*TheFacilities*).

“**B2 Facility Margin**” means, in relation to the B2 FacilityAdvances, 2.125% per annum.

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“**B2 Facility Outstandings**” means, at any time the aggregateprincipal amount of the B2 Facility Advances outstanding under this Agreement.

“**B3 Facility**” means the term loan facility granted to the UKBorrowers pursuant to Clause 2.1(e) (*TheFacilities*).

“**B3 Facility Margin**” means, in relation to the B3 FacilityAdvances, 2.00% per annum.

“**B3 Facility Outstandings**” means, at any time the aggregateprincipal amount of the B3 Facility Advances outstanding under this Agreement.

“**B4 Facility**” means the term loan facility granted to the UKBorrowers pursuant to Clause 2.1(f) (*TheFacilities*) and novated to the US Borrower pursuant to theprovisions of Clause 2.2 (*Novation ofB4 Facility*).

“**B4 Facility Margin**” means, in relation to the B4 FacilityAdvances, 2.00% per annum.

“**B4 Facility Outstandings**” means, at any time the aggregateprincipal amount of the B4 Facility Advances outstanding under this Agreement.

“**B5 Facility**” means the term loan facility granted to theCompany and VMIH Sub pursuant to Clause 2.1(d) (*The Facilities*).

“**B5 Facility Margin**” means, in relation to the B5 FacilityAdvances, 2.125% per annum.

“**B5 Facility Outstandings**” means, at any time the aggregateprincipal amount of the B5 Facility Advances outstanding under this Agreement.

“**B6 Facility**” means the term loan facility granted to theCompany and VMIH Sub pursuant to Clause 2.1(e) (*The Facilities*).

“**B6 Facility Margin**” means, in relation to the B6 FacilityAdvances, 2.125% per annum.

“**B6 Facility Outstandings**” means, at any time the aggregateprincipal amount of the B6 Facility Advances outstanding under this Agreement.

“**Bank Group**” means:

**(a)****                                 **for thepurposes of the definition of “Bank Group Consolidated Revenues”,Clause 22.1 (*Financial Statements*),Clause 22.3 (*Budget*) andClause 23 (*Financial Condition*)and any other provisions of this Agreement using the terms defined inClause 23 (*Financial Condition*):

**(i)****                                   **the Company and prior to theStructuring Date, TCN;

**(ii)****                               **NTL South Herts, for so longas a member of the Bank Group is the general partner of South HertfordshireUnited Kingdom Fund, Ltd or if it becomes a wholly-owned Subsidiary of theCompany;

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

**(iv)****                              **each of the Company’s andprior to the Structuring Date, TCN’s, other direct and indirect Subsidiariesfrom time to time, excluding the Bank Group Excluded Subsidiaries; and

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**(v)****                                  **without prejudice tosub-paragraph (iv) above, each of the direct and indirect Subsidiariesfrom time to time of Virgin Media Communications Limited (formerly known as NTLCommunications Limited), excluding any Subsidiary thereof which has a direct orindirect interest in the Company or, prior to the Structuring Date, TCN;

**(b)****                                 **for all otherpurposes:

**(i)**                                    the Company andprior to the Structuring Date, TCN, and each of their respective direct andindirect Subsidiaries from time to time, other than the Bank Group ExcludedSubsidiaries; and

**(ii)****                               **each of the direct andindirect Subsidiaries from time to time of Virgin Media Communications Limited(formerly known as NTL Communications Limited) to the extent not alreadyincluded by virtue of sub-paragraph (i) above, and excluding, anySubsidiary thereof which has a direct or indirect interest in the Company or,prior to the Structuring Date, TCN,

but excluding for allpurposes under paragraphs (a) and (b) above:

**(i)**                                    any PermittedJoint Ventures; and

**(ii)**                                the BaseballGroup, if the Baseball Acquisition is funded by a Stand Alone BaseballFinancing.

For information purposesonly, the members of the Bank Group as at the Original Execution Date for thepurposes 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 inClause 23.1 (*Financial Definitions*).

“**Bank Group Consolidated Revenues**” means, in respect of anyperiod, the consolidated revenues for the Bank Group for that period asevidenced by the financial information provided in respect of that periodpursuant to Clause 22.1 (*FinancialStatements*).

“**Bank Group Excluded Subsidiary**” means:

**(a)****                                 **any Subsidiary of the UKBorrowers or Virgin Media Communications Limited (formerly known as NTLCommunications Limited) which is a Dormant Subsidiary and which (i) has assets(save for loans existing on the Original Execution Date owed to it by othermembers of the Bank Group) with an aggregate value of £10,000 or less; and (ii)is not a Guarantor;

**(b)****                                 **Telewest FinanceCorporation;

**(c)****                                 **Flextech InteractiveLimited;

**(d)****                                 **Fawnspring Limited;

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

**(f)****                                   **any Subsidiary of the UKBorrowers or Virgin Media Communications Limited (formerly known as NTLCommunications Limited) which is a Project Company;

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**(g)**                                 any AssetSecuritisation Subsidiary; and

**(h)**                                 any companywhich becomes a Subsidiary of the Parent or Virgin Media Communications Limited(formerly known as NTL Communications Limited) in each case, after the OriginalExecution Date pursuant to an Asset Passthrough,

**providedthat** any Bank Group Excluded Subsidiary may, at the election of the Parentand upon not less than 10 Business Days’ prior written notice to the FacilityAgent, cease to be a Bank Group Excluded Subsidiary and become a member of theBank Group.

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

“**Barclays Intercreditor Agreement**” has the meaning given tosuch term in the Group Intercreditor Agreement.

“**Baseball**” means Virgin Mobile Holdings (UK) Limited,incorporated in England & Wales with registered number 3741555 and havingits registered offices at 160 Great Portland Street, London W1W 5QA.

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

“**Baseball Bidcos**” means Baseball Cash Bidco and Baseball StockBidco.

“**Baseball Cash Bidco**” means Virgin Media Investment HoldingsLimited (formerly known as NTL Investment Holdings Limited), a companyincorporated in England & Wales with registered number 3173552 and havingits registered office at 160 Great Portland Street, London W1W 5QA.

“**Baseball Certain Funds Period**” means, inrelation to the A1 Facility and the B1 Facility, the period commencing on theOriginal Execution Date and ending on the earlier of (a) the date on which theBaseball 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 theBaseball Effective Date and ending on the date falling 4 months and 2 weeksthereafter.

“**Baseball Drawstop Default**” means an Eventof Default arising under any of the following provisions, in each case, withrespect to Baseball Cash Bidco only::

**(a)**                                  Clause 27.1(*Non-Payment*);

**(b)**                                  Clause 27.2(*Covenants*) by virtue of a breachof the covenants under Clause 25.2 (*NegativePledge*) (in a manner which could reasonably be expected to have amaterial adverse effect on the Security (taken as a whole)) orparagraphs (a), (b), (c), (d), (g), (h) and (j) of Clause 24.22 (*Baseball Scheme Undertakings*);

**(c)**                                  Clause 27.4(*Misrepresentation*) by virtue ofa breach of any of the representations and warranties in Clauses 21.2 (*Due Organisation*) only as regards to theprovisions of this Agreement that relate to the A1 Facility and the B1Facility, but not otherwise; or

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**(d)**                                  Clause 27.6(*Insolvency*), Clause 27.7 (*Winding-Up*), Clause 27.8 (*Execution and Distress*) orClause 27.9 (*Similar Events*)other than any such event which is caused by the occurrence or potentialoccurrence of another Event of Default.

“**Baseball Effective Date**” means the date on which the CourtOrder is filed with the Registrar of Companies pursuant to Section 425 of theAct.

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

“**Baseball Implementation Agreement**” means the agreement to beentered into between Virgin Media Holdings Inc. (formerly known as NTL HoldingsInc.), the Baseball Bidcos and Baseball in respect of the Baseball Scheme (inthe form agreed with the Bookrunners on or before the Original Execution Date).

“**Baseball Instructing Group**” means:

**(a)****                                 **in relation tothe A1 Facility and B1 Facility:

**(i)****                                   **before any Utilisation ofthe A1 Facility and the B1 Facility under this Agreement, a Baseball Lender orgroup of  Baseball Lenders whoseAvailable A1 Facility Commitments and Available B1 Facility Commitments (asapplicable) amount in aggregate to more than 66 2/3% of the Available A1Facility Commitments and Available B1 Facility Commitments (taken together);and

**(ii)****                               **thereafter, a BaseballLender or group of Baseball Lenders to whom in aggregate more than 66 2/3% ofthe A1 Facility Outstandings and B1 Facility Outstandings (taken together) are(or if there are no A1 Facility Outstandings or B1 Facility Outstandings atsuch time, immediately prior to their repayment, were then) owed; or

**(b)****                                 **in relation toany Alternative Baseball Financing:

**(i)****                                   **before any Utilisation ofthe Alternative Baseball Financing, a Baseball Lender or group of BaseballLenders whose commitments in respect of such Alternative Baseball Financingamount in aggregate to more than 66 2/3% of the total commitments under suchAlternative Baseball Financing; or

**(ii)****                               **thereafter, a BaseballLender or group of Baseball Lenders to whom in aggregate more than 66 2/3% ofthe outstandings under the Alternative Baseball Financing are (or if there areno outstandings under the Alternative Baseball Financing prior to suchrepayment, were then) owed,

in each case, calculated inaccordance with the provisions of Clause 43.9 (*Calculation of Consents*).

“**Baseball Lender**” means:

**(a)****                                 **in relation tothe A1 Facility and B1 Facility, any Lender which:

**(i)****                                   **is named in Part 1 ofSchedule 1 (*Lenders and Commitments*)as a Lender in respect of the A1 Facility and/or B1 Facility; or

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**(ii)****                               **has become a party to thisAgreement in accordance with the provisions of Clause 37 (*Assignments and Transfers*) as a Lender inrespect of the A1 Facility and/or B1 Facility; or

**(b)****                                 **in relation to anAlternative Baseball Financing, any Lender which has provided the Companyand/or Baseball Cash Bidco, with a commitment to provide some or all of theAlternative Baseball Financing, whether pursuant to a duly executed commitmentletter, this Agreement or otherwise,

which in each case has notceased to be a party to this Agreement in accordance with the terms of thisAgreement.

“**Baseball Press Release**” means the announcement (in the formagreed with the Bookrunners on or before the Original Execution Date) inaccordance with Rule 2.5 of the Takeover Code in respect of the Baseball Schemeby the Baseball Bidcos of all of the issued and to be issued Baseball Sharesnot already owned by the Baseball Bidcos.

“**Baseball Resolutions**” means the resolutions passed at each ofthe board meetings and the extraordinary general meeting of the Shareholders ofBaseball.

“**Baseball Scheme**” means the scheme of arrangement under Section425 of the Act to be proposed by Baseball to its shareholders, details of whichare set out in the Baseball Scheme Circular and which are consistent with theterms of the Baseball Press Release.

“**Baseball Scheme Circular**” means the circular to theshareholders of Baseball setting out the proposals for the Baseball Schemepursuant to which the Baseball Bidcos will acquire all of the issued and to beissued Baseball Shares not already owned by the Baseball Bidcos.

“**Baseball Scheme Document**” means each of thefollowing:

**(a)****                                 **the BaseballPress Release;

**(b)****                                 **the Baseball Resolutions;

**(c)****                                 **the BaseballImplementation Agreement; and

**(d)****                                 **the BaseballScheme Circular,

and together the “**Baseball Scheme Documents**”.

“**Baseball Shares**” means the ordinary shares of Baseball issued as at the Original Execution Datetogether with any shares to be issued by Baseball prior to the BaseballEffective Date.

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

“**BBA LIBOR**” means in relation to LIBOR, the British BankersAssociation Interest Settlement Rate for the relevant currency and InterestPeriod displayed on the appropriate page of the Telerate screen.  If the agreed page is replaced or serviceceases to be available, the Facility Agent may specify another page or servicedisplaying the appropriate rate after consultation with the Company and theLenders.

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“**BBC Guarantees**” means the guarantees required to be given bythe Borrowers in favour of BBC Worldwide Limited pursuant to the shareholderagreements relating to the UKTV Joint Ventures.

“**Beneficiary**” means a beneficiary in respect of a DocumentaryCredit.

“**Blocked Account**” means each interest bearing accountmaintained with the Facility Agent (or such other bank as the Facility Agentand the Company may jointly determine) in the name of an Obligor for thepurposes of Clauses 12.3 (*BlockedAccounts*) or 12.8 (*Trapped Cash*)which is secured in favour of the Security Trustee pursuant to the SecurityDocuments, or as otherwise required by the terms of this Agreement.

“**Borrowers**” means the UK Borrowers, the US Borrower and anyAcceding Borrower.

“**Break Costs**” means the amount (if any) bywhich:

**(a)****                                 **the interest (excluding theApplicable Margin and Associated Costs Rate) which a Lender should havereceived for the period from the date of receipt of all or any part of itsparticipation in an Advance or Unpaid Sum to the last day of the currentInterest Period or Term in respect of that Advance or Unpaid Sum, had theamount so received been paid on the last day of that Interest Period or Term;

exceeds:

**(b)****                                 **the amount which that Lenderwould be able to obtain by placing an amount equal to the principal amount ofsuch Advance or Unpaid Sum received or recovered by it on deposit with aleading bank in the Relevant Interbank Market for a period starting on theBusiness Day following such receipt or recovery and ending on the last day ofthe current Interest Period or Term.

“**Bridge Facility**” means the £1,800,000,000 bridge facility, theproceeds of which will be applied to fund the Ultimate Parent’s deposit withthe Exchange Agent (as defined in the Merger Agreement) for the benefit of theUltimate Parent’s shareholders, cash in an amount equal to Redemption Considerationas required under the Merger Agreement, and the payment of any transaction feesand expenses in connection with the Merger Agreement and the Finance Documents.

“**Bridge Facility Agreement**” means the senior subordinatedbridge facility agreement dated the Original Execution Date between, amongothers, Merger Sub, NTL and the Mandated Lead Arrangers (as defined therein)relating to the Bridge Facility or any agreement entered into pursuant theretoand in accordance with the terms thereof for the purposes of extending the termof such facilities beyond one year (including, in each case, any ExchangeNotes).

“**Bridge Finance Documents**” has the meaning given to the term “FinanceDocuments” in the Bridge Facility Agreement, the Alternative Bridge Facility Agreementor, in each case, any Exchange Notes, as the case may be, as the context mayrequire.

“**Budget**” means in respect of any financial year commencingafter 31 December 2006, the budget for such financial year, in the form andincluding the information required to be delivered by the Company to theFacility Agent pursuant to Clause 22.3 (*Budget*).

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“**Business Day**” means a day (other than aSaturday or Sunday) on which (a) banks generally are open for business inLondon and (b) if such reference relates to a date for the payment or purchaseof 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 financialcentre selected by the Facility Agent for receipt of payments in euro; or

**(b)****                                 **in a currency other thaneuro, banks generally are open for business in the principal financial centreof the country of such currency.

“**Business Division Transaction**” means any sale, transfer,demerger, contribution, spin-off or distribution of, any creation orparticipation in any joint venture and/or entering into any other transactionor taking any action with respect to, in each case, any assets, undertakingsand/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, whetheror not within the Group or the Bank Group, in each case, where such transactionhas the prior approval of an Instructing Group.

“**Captive Insurance Company**” means any captive insurance companyfor 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)****                                 **debt****securities which are freely negotiable andmarketable:

**(i)**                                    which maturenot more than 12 months from the date of acquisition; and

**(ii)**                                which are ratedat 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 whoseshort-term securities are rated at least A-2 by Standard and Poor’s orFitch or P-2 by Moody’s and having maturities of 12 months or less fromthe date of acquisition;

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

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

**(e)****                                 **any investment in a moneymarket fund or enhanced yield fund (i) whose aggregate assets exceed £250million and (ii) at least 90% of whose assets constitute Cash EquivalentInvestments of the type described in paragraphs (a) to (d) of thisdefinition.

“**Centre of Main Interests**” has the meaning given to it inArticle 3(1) of Council Regulation (EC) NO 1346/2000 of 29 May 2000 onInsolvency Proceedings.

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“**C Facility**” means the term loan facility to be made availableto the Company pursuant to Clause 2.1(g) (*TheFacilities*).

“**C Facility Fees Letter**” means a fees letter dated any timeafter the Second Amendment Effective Date made between the Company and anyperson agreeing to become a C Facility Lender pursuant to the terms of thisAgreement.

“**C Facility Lender**” means a person who has become a Lender inrespect of the C Facility pursuant to the provisions of Clause 2.6 (*Alternative Bridge Facility Refinancing*).

“**C Facility Lender Deed of Accession**” meansa 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 inthe Group Intercreditor Agreement.

“**C Facility Margin**” means, in relation to the C FacilityAdvances, the percentage per annum set out in a term sheet agreed between theCompany and one or more C Facility Lender(s) at the time of pricing of the NewHigh Yield Notes pursuant to an Option B Alternative Bridge FacilityRefinancing and notified to the Facility Agent, prior to the date on which theapplicable C Facility Lender(s) become a party to this Agreement.

“**C Facility Outstandings**” means, at any time the aggregateprincipal 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 orapplication of any Law relating to taxation (a) in the case of a participationin an Advance by a Lender named in Part 1 of Schedule 1(*Lenders and Commitments*) after theOriginal Execution Date, or (b) in the case of a participation in an Advance byany other Lender, after the date upon which such Lender becomes a party to thisAgreement 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 theExchange Act) other than any Permitted Holder or a “group” of PermittedHolders, becomes the “beneficial owner” (as defined in Rules 13d-3 and13d-5 under the Exchange Act, except that for purposes of thisparagraph (a) such person or group shall be deemed to have “beneficialownership” of all shares that such person or “group” has the right to acquire,whether such right is exercisable immediately or only after the passage oftime), directly or indirectly, of more than 30% of the Voting Stock of theUltimate Parent (for the purposes of this paragraph (a), such person shallbe deemed to beneficially own any Voting Stock of an entity held by any otherentity (the “**parent entity**”), ifsuch person is the beneficial owner (as defined in this paragraph (a)),directly or indirectly, of more than 50% of the Voting Stock of such parententity);

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

**(c)**                                  during anyperiod of two consecutive years, individuals who at the beginning of suchperiod constituted the board of directors of the Ultimate Parent (together withany new directors whose election by such board of directors or whose nominationfor election by the shareholders of such company was approved by a vote of amajority of the directors of such company then still in office who were eitherdirectors at the beginning of such period or whose election or nomination forelection was previously 

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so approved) cease for anyreason to constitute a majority of the board of directors of the UltimateParent, then in the office;

**(d)**                                  any change of control(howsoever defined) occurs under the Existing High Yield Notes or (ifapplicable) any High Yield Refinancing, in each case, for so long as anyprincipal amount remains owing under the same and to the extent such ExistingHigh 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 theAlternative Bridge Facility Agreement or, if applicable the Exchange Notes orthe New High Yield Notes, in each case, for so long as any principal amountremains owing under the same and in the case of the Exchange Notes and New HighYield Notes only, to the extent such Exchange Notes or New High Yield Notes arenot defeased,

providedthat an event or transaction shall not constitute a Change of Control underparagraphs (a), (b) or (c) above:

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

**(ii)****                               **if the transaction is a “Non-ControlAcquisition”; or

**(iii)****                           **as a result ofany transactions expressly contemplated by the Steps Paper.

Forthese purposes:

a “**Non-Control Acquisition**” shall mean(a) any acquisition of Voting Stock of the Ultimate Parent by an employeebenefit plan (or a trust forming a part thereof) maintained by the UltimateParent or any Subsidiary of the Ultimate Parent or any person or entity actingin its capacity as trustee, agent or other fiduciary or administrator of anysuch plan or trust, (b) any acquisition of Voting Stock of the UltimateParent 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 anySubsidiary 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 Grouptaken as a whole to another entity or entities (each under clause (a) and(b) a “**Transaction**”) in which:

**(A)****                              **the stockholders of theUltimate Parent immediately before such Transaction own directly or indirectlyimmediately following such Transaction at least 50% of the Voting Stock of thesurviving or transferee entity or entities of such Transaction or the ultimateparent company to such surviving or transferee entity or entities; and

**(B)****                              **the individuals who weremembers of the board of directors of the Ultimate Parent immediately prior tothe execution of the agreement providing for such Transaction constitute atleast a majority of the members of the board of directors of the surviving ortransferee entity or entities of such Transaction or, if such surviving ortransferee entity or entities is not the ultimate parent company to the BankGroup, the ultimate parent company to such surviving or transferee entity orentities.

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

“**Code**” means the Internal Revenue Code of 1986, as amended fromtime to time, and the regulations promulgated thereunder.  Section references to the Code are to theCode, as in effect at the Original Execution Date and any subsequent provisionsof the Code, amendatory of it, supplemental to it or substituted therefor.

“**Commitment**”means:

**(a)****                                 **when designated “**A Facility**” in relation to a Lender at anytime, and save as otherwise provided in this Agreement, the amount set oppositeits name in the relevant column of Part 1 of Schedule 1 (*Lenders and Commitments*) or as specifiedin the Transfer Deed pursuant to which such Lender becomes a party to thisAgreement;

**(b)****                                 **when designated “**A1 Facility**” in relation to a Lender at anytime, and save as otherwise provided in this Agreement, the amount set oppositeits name in the relevant column of Part 1 of Schedule 1 (*Lenders and Commitments*) or as specifiedin the Transfer Deed pursuant to which such Lender becomes a party to thisAgreement;

**(c)****                                 **when designated “**B1 Facility**” in relation to a Lender at anytime, and save as otherwise provided in this Agreement, the amount set oppositeits name in the relevant column of Part 1 of Schedule 1 (*Lenders and Commitments*) or as specifiedin the Transfer Deed pursuant to which such Lender becomes a party to thisAgreement; and

**(d)****                                 **when designated “**B2 Facility**” in relation to a Lender at anytime, and save as otherwise provided in this Agreement, the amount set oppositeits name in the relevant column of Part 1 of Schedule 1 (*Lenders and Commitments*) or as specifiedin the Transfer Deed pursuant to which such Lender becomes a party to thisAgreement; and

**(e)****                                 **when designated “**B3 Facility**” in relation to a Lender at anytime, and save as otherwise provided in this Agreement, the amount set oppositeits name in the relevant column of Part 1 of Schedule 1 (*Lenders and Commitments*) or as specifiedin the Transfer Deed pursuant to which such Lender becomes a party to thisAgreement; and

**(f)****                                   **when designated “**B4 Facility**” in relation to a Lender at anytime, and save as otherwise provided in this Agreement, the amount set oppositeits name in the relevant column of Part 1 of Schedule 1 (*Lenders and Commitments*) or as specifiedin the Transfer Deed pursuant to which such Lender becomes a party to thisAgreement; and

**(g)****                                **when designated “**B5 Facility**” in relation to a Lender at anytime, and save as otherwise provided in this Agreement, the amount set oppositeits name in the relevant column of Part 1 of Schedule 1 (*Lenders and Commitments*) or as specifiedin the Transfer Deed pursuant to which such Lender becomes a party to thisAgreement; and

** **

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**(h)**                                 when designated“**B6 Facility**” in relation to aLender at any time, and save as otherwise provided in this Agreement, theamount set opposite its name in the relevant column of Part 1 of Schedule 1 (*Lenders and Commitments*) or as specifiedin the Transfer Deed pursuant to which such Lender becomes a party to thisAgreement; and

**(i)**                                    when****designated “**C Facility**” in relation to a Lender at any time, and save asotherwise provided in this Agreement, the amount set out in a C Facility LenderDeed of Accession or a Transfer Deed, as applicable, pursuant to which suchLender becomes a party to this Agreement as a C Facility Lender; and

**(j)****                                   **when designated “**Revolving Facility**” in relation to a Lenderat any time, and save as otherwise provided in this Agreement, the amount setopposite its name in the relevant column of Part 1 of Schedule 1 (*Lenders and Commitments*) or as specifiedin the Transfer Deed pursuant to which such Lender becomes a party to thisAgreement,

and without any suchdesignation means “**A Facility Commitment**”,“**A1 Facility Commitment**”, “**B1 Facility Commitment**”**,**“**B2Facility Commitment**”**,**“**B3 Facility Commitment**”**,**“**B4Facility Commitment**”, “**B5 FacilityCommitment**”, “**B6 FacilityCommitment**”, “**C FacilityCommitment**” and “**RevolvingCommitment**”, as the context requires.

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

“**Company**” means:

**(a)**                                  VMIH; or

**(b)**                                  following asolvent liquidation of VMIH, pursuant to the provisions of Clause 25.20 (*Solvent Liquidation*), NTL Finance Limited.

“**Compliance Certificate**” means a certificate substantially inthe form set out in Schedule 8 (*Form ofQuarterly Compliance Certificate*) or such other similar form as theFacility Agent shall agree with the Company.

“**Consolidated Debt Service**” has the meaning ascribed to it inClause 23.1 (*Financial Definitions*).

“**Consolidated Net Debt**” has the meaning ascribed to it inClause 23.1 (*Financial Definitions*).

“**Consolidated Net Income**” has the meaning ascribed to it inClause 23.1 (*Financial Definitions*).

“**Consolidated Operating Cashflow**” has the meaning ascribed toit in Clause 23.1 (*FinancialDefinitions*).

“**Consolidated Total Debt**” has the meaning ascribed to it inClause 23.1 (*Financial Definitions*).

“**Consolidated Total Net Cash Interest Payable**” has the meaningascribed to it in Clause 23.1 (*FinancialDefinitions*).

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“**Content**” means any rights to broadcast, transmit, distributeor otherwise make available for viewing, exhibition or reception (whether inanalogue or digital format and whether as a channel or an Internet service, ateletext-type service, an interactive service, or an enhanced televisionservice or any part of any of the foregoing, or on a pay-per-view basis, ornear video-on-demand, or video-on-demand basis or otherwise) any one or more ofaudio and/or visual images, audio content, or interactive content (includinghyperlinks, re-purposed web-site content, database content plus associatedtemplates, formatting information and other data including any interactiveapplications or functionality), text, data, graphics, or other content, bymeans of any means of distribution, transmission or delivery system ortechnology (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 anyjoint venture and/or entering into any other transaction or taking any actionwith respect to, in each case, any assets, undertakings and/or businesses ofthe Group which comprise all or part of the Content business of the Group, toor with any other entity or person whether or not within the Group or BankGroup.

“**Contribution Notice**” means a financial support directionissued by the Pensions Regulator under section 38 or section 47 of the PensionsAct 2004.

“**Conversion Notice**” has the meaning given to such term inparagraph (a) of Clause 6.1(*Utilisationof Ancillary Facilities*).

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

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

“**Current Assets**” has the meaning ascribed to it inClause 23.1 (*Financial Definitions*).

“**Current Liabilities**” has the meaning ascribed to it inClause 23.1 (*Financial Definitions*).

“**Debt Proceeds**” means the cash proceeds received in respect ofany Financial Indebtedness raised by any member of the Group other than ParentDebt (after deducting all reasonable fees, commissions, costs and expensesincurred by any member of the Group in connection with such raising) whetherraised by way of bilateral or syndicated credit facilities, in theinternational or domestic debt capital markets or otherwise and including, forthe avoidance of doubt, any debt which at any time following issuance iscapable of being converted or exchanged into equity.

“**Debt Service Cover Ratio**” has the meaning given to such termin paragraph (c) of Clause 23.2 (*Ratios*).

“**Deductions Limit**” means the total amounts which are deductiblefor the purposes of UK corporation tax by members of the Bank Group in anyfinancial year and which (a) arise from the payment or accrual of actual orimputed 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 UKTaxpayer.

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“**Default**” means an Event of Default or any event orcircumstance which (with the expiry of a grace period, the giving of notice,the making of any determination under any of the Finance Documents or anycombination of any of the foregoing) would be an Event of Default provided thatin relation to any event which is subject to a materiality threshold orcondition before such event would constitute an Event of Default, such defaultshall not constitute a Default until such materiality threshold or conditionhas been satisfied.

“**Designated Anniversary**” has the meaning given to such term inClause 11.1 (*Voluntary Prepayment*).

“**Disposal**” means any sale, transfer, lease, surrender or otherdisposal by any member of the Bank Group of any shares in any of itsSubsidiaries or all or any part of its revenues, assets, other shares, businessor 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 issuedby an L/C Bank pursuant to Clause 4.1 (*Conditionsto Utilisation*).

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

“**Double Taxation Treaty**” means in relation to a payment ofinterest on an Advance made to any Borrower, any convention or agreementbetween the government of such Borrower’s Relevant Tax Jurisdiction and anyother government for the avoidance of double taxation with respect to taxes onincome and capital gains which makes provision for exemption from tax imposedby such Borrower’s Relevant Tax Jurisdiction on interest.

“**Effective Date**” has the meaning given to such term inparagraph (a) of Clause 6.1 (*Utilisationof Ancillary Facilities*).

“**Eligible Deposit Bank**” has the meaning ascribed to it inClause 23.1 (*Financial Definitions*).

“**EMU**” means Economic and Monetary Union as contemplated in theTreaty on European Union.

“**EMU Legislation**” means legislative measures of the EuropeanUnion for the introduction of, changeover to or operation of the euro in one ormore member states, being in part legislative measures to implement the thirdstage of EMU.

“**Encumbrance**” means:

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

**(b)****                                 **any arrangement under whichmoney 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 effectpayment of sums owed or payable to any person; or

**(c)****                                 **any other type of agreementor preferential arrangement (including title transfer and retentionarrangements) having a similar effect.

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“**Environment**” means living organismsincluding the ecological systems of which they form part and the followingmedia:

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

**(b)****                                 **water (includingterritorial, coastal and inland waters, water under or within land and water indrains and sewers); and

**(c)****                                 **land (including land underwater).

“**Environmental Claim**” means any administrative, regulatory orjudicial action, suit, demand, demand letter, claim, notice of non-complianceor violation, investigation, proceeding, consent order or consent agreementrelating to any Environmental Law or Environmental Licence.

“**Environmental Law**” means all laws andregulations of any relevant jurisdiction which:

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

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

**(c)****                                 **relate to HazardousSubstances or health or safety matters.

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

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

**(a)****                                 **may not be repaid at anytime prior to the repayment in full of all Outstandings and cancellation of allAvailable Commitments;

**(b)****                                 **carries no interest orcarries interest which is payable only on non-cash pay terms or followingrepayment in full of all Outstandings and cancellation of all AvailableCommitments; and

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

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

“**ERISA**” means the U.S. Employee Retirement Income Security Actof 1974, as amended from time to time, and the regulations promulgated and therulings issued under it.  Sectionreferences to ERISA are to ERISA as in effect on the Original Execution Date.

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

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“**EURIBOR**” means, in relation to any amountto be advanced to or owed by an Obligor under this Agreement in euro on whichinterest for a given period is to accrue:

**(a)****                                 **the rate per annum fordeposits in euro which appears on the Relevant Page for such period at or about11.00 am (Brussels time) on the Quotation Date for such period; or

**(b)****                                 **if no such rate is displayedand the Facility Agent shall not have selected an alternative service on whichsuch rate is displayed as contemplated by the definition of “Relevant Page”,the arithmetic mean (rounded upwards, if not already such a multiple, to 5decimal places) of the rates (as notified to the Facility Agent) at which eachof the Reference Banks was offering to prime banks in the European InterbankMarket deposits in euro for such period at or about 11.00 am (Brussels time) onthe Quotation Date for such period.

“**Eurobond**” means one or more listed notes issued by the Companyto the US Borrower after the Original Execution Date either for cashsubscription, in consideration of the novation of debt obligations hereunder orin exchange for and satisfaction of the Short Term Notes, as the same may beamended, supplemented, restated, increased, replaced or otherwise modified fromtime to time as permitted under this Agreement.

“**European Interbank Market**” means the interbank market for eurooperating in Participating Member States.

“**Event of Default**” means any of the events or circumstancesdescribed as such in Clause 27(*Eventsof Default*).

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

“**Excess Cash Flow**” means in relation to any financial year ofthe Company, Bank Group Cash Flow less (a) Consolidated Debt Service for suchfinancial year, (b) the aggregate amount of all payments or prepayments ofprincipal, whether voluntary or mandatory, of Consolidated Total Debt made insuch financial year, (c) proceeds from disposals permitted by Clause 25.6(i) (*Disposals*) received during such financialyear and (d) proceeds from any Content Transaction or any BusinessDivision Transaction received during such financial year, provided that no suchamounts prepaid and used in the calculation under paragraph (b) shall beavailable for reborrowing and, provided further that for the purposes of suchcalculation, no amount shall be included or excluded more than once.

“**Exchange Act**” means the US Securities Exchange Act of 1934, asamended.

“**Exchange Notes**” means each of the securities issued inexchange for any of the loans outstanding under the Bridge Facility or theAlternative Bridge Facility, as the context may require, and including anyindenture pursuant to which they are issued.

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

“**Excluded Group Operating Cashflow**” has the meaning ascribed toit in Clause 23.1(*Financial Definitions*).

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“**Existing Baseball Facilities**” means the certain seniorfacilities agreement dated 2 July 2004 made between, amongst others, Baseballand Lloyds TSB Bank PLC as Original Lender and as Agent (each as definedtherein).

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

“**Existing Encumbrance**” means any Encumbrance existing as at theOriginal Execution Date, details of which are set out in Part 1 of Schedule 10(*Existing Encumbrances*).

“**Existing Financial Indebtedness**” means the FinancialIndebtedness existing as at the Original Execution Date, details of which areset out in Part 3 of Schedule 10 (*ExistingFinancial Indebtedness*).

“**Existing Flextech Senior Credit Facilities Agreement**” meansthat certain senior credit facility agreement dated 10 May 2005 made betweenthe Flextech Broadband Limited and Flextech Broadcasting Limited as originalborrowers, 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 andthe financial and other institutions named therein as Lenders (each as definedtherein).

“**Existing Hedging Agreements**” means the hedging agreementsexisting as at the Original Execution Date, details of which are set out inPart 6 of Schedule 10 (*Existing HedgingAgreements*).

“**Existing High Yield Notes**” means the Sterling denominated9.75% senior notes due 2014, the dollar denominated 8.75% senior notes due 2014and the euro denominated 8.75% senior notes due 2014, in each case, issued bythe Parent.

“**Existing Loans**” means the loans granted by members of the BankGroup existing as at the Original Execution Date, details of which are set outin Part 2 of Schedule 10 (*Existing Loans*).

“**Existing NTL Senior Credit Facilities Agreement**” means thatcertain senior credit facility dated 13 April 2004 made between Virgin MediaHoldings Inc. (formerly known as NTL Holdings Inc.) as Ultimate Parent, VirginMedia Investment Holdings Limited (formerly known as NTL Investment HoldingsLimited) as Borrower, Credit Suisse First Boston, Deutsche Bank AG London,Goldman Sachs International, Morgan Stanley Dean Witter Bank Limited and othersas Mandated Lead Arrangers, Credit Suisse First Boston as Facility Agent andSecurity Agent, GE Capital Structured Finance Group Limited as AdministrativeAgent and the financial and other institutions named therein as Lenders (eachas defined therein).

“**Existing Performance Bonds**” means each of the performancebonds or similar obligations issued by members of the Bank Group existing as atthe Original Execution Date, details of which are set out in Part 4 of Schedule10 (*Existing Performance Bonds*).

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

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

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

“**Existing Vendor Financing Arrangements**” means each of theexisting finance leases and vendor financing arrangements existing as at thedate 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 Creditgranted under this Agreement, the date stated in it to be its expiry date orthe latest date on which demand may be made under it being a date falling on orprior to the Final Maturity Date in respect of the Revolving Facility.

“**Facilities**” means the A Facility, the A1 Facility, the B1Facility, the B2 Facility, the B3 Facility, the B4 Facility, the B5 Facility,the B6 Facility, the C Facility, the Revolving Facility, any Ancillary Facilityand any Documentary Credit granted to the Borrowers under this Agreement, and “**Facility**” means any of them, as the contextmay require.

“**Facility Agent’s Spot Rate of Exchange**” means, in relation to2 currencies, the Facility Agent’s spot rate of exchange for the purchase ofthe first-mentioned currency with the second-mentioned currency in the Londonforeign exchange market at or about 11 a.m. on a particular day.

“**Facility Office**” means the office notified by a Lender to theFacility 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 asthe office through which it will perform its obligations under this Agreementwhere the office is situated in Financial Action Task Force countries, or (ii)with the prior written consent of the Facility Agent, an office through whichit will perform its obligations under this Agreement situated in non-FinancialAction Task Force countries.

“**Fees Letters**” means the fees letters referred to inClauses 16.2 (*Arrangement andUnderwriting Fee*), 16.3 (*AgencyFee*) and 16.5 (*L/C Bank Fee*).

“**Final Maturity Date**” means:

**(a)****                                 **in respect of the RevolvingFacility, the date falling 60 months after the Merger Closing Date;

**(b)****                                 **in respect of the A Facilityand the A1 Facility, the date falling 60 months after the Merger Closing Date;

**(c)****                                 **in respect of the B1Facility, the B2 Facility, the B3 Facility, the B4 Facility, the B5 Facilityand the B6 Facility, the date falling 78 months after the Merger Closing Date;and

**(d)****                                 **in respect of the CFacility, the date falling 84 months after the Merger Closing Date.

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“**Finance Documents**” means:

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

**(b)****                                 **the Fees Letters;

**(c)****                                 **any Ancillary FacilityDocuments;

**(d)****                                 **the Security Documents;

**(e)****                                 **the Security TrustAgreement;

**(f)**                                    the GroupIntercreditor Agreement;

**(g)**                                 the HYDIntercreditor Agreement;

**(h)****                                **the Barclays IntercreditorAgreement;

**(i)****                                   **the Hedging Agreementsentered into pursuant to Clause 24.9(*Hedging*);

**(j)****                                   **any other agreement ordocument entered into or executed by a member of the Bank Group pursuant to anyof the foregoing documents; and

**(k)****                               **any other agreement ordocument designated a “**Finance Document**”in writing by the Facility Agent and the Company.

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

“**Finance Parties**” means the Agents, the Arrangers, theBookrunners, the Security Trustee, the Lenders and each Hedge Counterparty and “**Finance Party**” means any of them.

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

“**Financial Indebtedness**” means, without doublecounting, any Indebtedness for or in respect of:

**(a)****                                 **moneys borrowed;

**(b)****                                 **any amount raised byacceptance under any acceptance credit facility;

**(c)****                                 **any amount raised pursuantto any note purchase facility or the issue of bonds, notes, debentures, loanstock or any similar instrument (for the avoidance of doubt excluding any loannotes or similar instruments issued solely by way of consideration for theacquisition of assets in order to defer capital gains or equivalent taxes wheresuch loan notes or similar instruments are not issued for the purpose ofraising finance);

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

**(e)****                                 **receivables sold ordiscounted (other than any receivables to the extent they are sold on anon-recourse basis);

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

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

**(h)****                                **any derivative transactionentered into in connection with protection against or benefit from fluctuationin any rate or price (and, when calculating the value of any derivativetransaction, 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 ispayable by the relevant member of the Group shall be included);

**(i)****                                   **any amount raised pursuantto any issue of shares which are expressed to be redeemable in cash (other thanredeemable shares in respect of which the redemption is prohibited until afterrepayment in full of all Outstandings under the Facilities);

**(j)****                                   **any counter-indemnityobligation in respect of a guarantee, indemnity, bond, standby or documentaryletter of credit or any other instrument issued by a bank or financial or otherinstitution; or

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

“**Financial Officer**” means the Chief Financial Officer, theDeputy Chief Financial Officer, the Vice President — Finance, the Controller orthe Group Treasurer, in each case, of the Company or of the Group, or anysimilar officer of the Company or of the Group.

“**Financial Quarter**” has the meaning ascribed to it inClause 23.1 (*Financial Definitions*).

“**Financial Support Direction**” means a financial supportdirection issued by the Pensions Regulator under Section 43 of the Pensions Act2004.

“**First Amendment Effective Date**” has the meaning given to it inan amendment letter dated 22 May 2006 between the Ultimate Parent, VMIH, the USBorrower and the Facility Agent.

“**Fitch**” means Fitch Ratings or any successor thereof.

“**Foreign Pension Plan**” means any plan, fund (including, withoutlimitation, any superannuation fund) or other similar program established ormaintained outside the United States of America by any member of the Group forthe benefit of employees of any member of the Group residing outside the UnitedStates of America, which plan, fund or other similar program provides, orresults in, retirement income, a deferral of income in contemplation ofretirement or payments to be made upon termination of employment, and whichplan is not subject to ERISA or the Code.

“**Fourth Amendment Letter**” means the letter dated 4 April 2007between the Facility Agent, the Ultimate Parent, VMIH, VMIH Sub and VirginMedia Dover LLC in connection with the amendment and restatement of thisAgreement on the terms set out therein.

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“**Funded Excluded Subsidiary**” means, inrespect of a Funding Passthrough, a Bank Group Excluded Subsidiary or anyperson in which a member of the Bank Group owns an interest but which is not amember of the Bank Group which:

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

**(b)****                                 **by way of dividend or otherdistribution, loan or payment of interest on or the repayment of the principalamount of any indebtedness owed by it, directly or indirectly, makes a paymentto a Bank Holdco.

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

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

**(i)**                                    first madeavailable by the Bank Holdco to (in the case of the Parent) the Company or, oneof its Subsidiaries (other than in the case of Virgin Media CommunicationsLimited (formerly known as NTL Communications Limited), the Parent or any ofits Subsidiaries) by way of the subscription for new securities, capitalcontribution or Subordinated Funding;

**(ii)**                                secondly (ifrelevant) 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 befollowed by one or more transactions between members of the Bank Group (otherthan 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 byway of either the subscription for new securities, the advancing of loans orcapital contribution; or

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

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

**(ii)**                                finally made bythe Company to the Parent or by one of the Subsidiaries of Virgin MediaCommunications Limited (formerly known as NTL Communications Limited) (otherthan the Parent or any of its Subsidiaries) to Virgin Media CommunicationsLimited (formerly known as NTL Communications Limited) by way of dividend orother distribution, loan or the payment of interest on or the repayment of theprincipal amount of any loan made by way of Subordinated Funding.

“**GAAP**” means accounting principles generallyaccepted in the United States of America.

“**Gilt Rate**” means as at any prepayment date, the yield tomaturity as of such prepayment date of United Kingdom government securitieswith a fixed maturity (as compiled by the Office for National Statistics andpublished in the most recent financial statistics that have become publiclyavailable at least two Business Days in London prior to such prepayment 

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date (or, if such financialstatistics are no longer published, any publicly available source of similarmarket data)) most nearly equal to the period from such prepayment date to andincluding the Designated Anniversary; *provided*,*however*, that if the period fromsuch prepayment date to and including the Designated Anniversary is less thanone year, the weekly average yield on actually traded United Kingdom governmentsecurities denominated in Sterling adjusted to a fixed maturity of one yearshall be used.

“**Group**” means:

**(a)****                                 **for thepurposes of Clause 22.1 (*FinancialStatements*), Clause 22.3 (*Budget*)and Clause 23 (*Financial Condition*)and any other provisions in this Agreement using the terms defined inClause 23 (*Financial Condition*):

**(i)****                                   **the Ultimate Parent and itsSubsidiaries from time to time;

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

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

**Group Business**” means the provision ofbroadband and communications services, including:

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

**(b)**                                  data, voice andInternet services to large businesses, public sector organisations and smalland medium sized enterprises;

**(c)****                                 **national and internationalcommunications transport services to communications companies; and

**(d)**                                  the provisionof Content,

and any related ancillary orcomplementary business to any of the services described above in theUnited  Kingdom, the Isle of Man, theRepublic of Ireland and the Channel Islands provided that “Group Business” mayinclude the provision of any such services outside the United Kingdom, the Isleof Man, the Republic of Ireland and the Channel Islands which constitute anon-material part of the Group Business and which are acquired pursuant to anacquisition permitted under the terms of this Agreement.

“**Group Intercreditor Agreement**” means the intercreditoragreement 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 ExecutionDate, the group structure charts relating to the Telewest Group and the NTLGroup, in each case, as constituted immediately prior to the Merger ClosingDate, which have been delivered to the Facility Agent prior to the OriginalExecution Date; and

**(b)**                                  thereafter, thegroup structure charts delivered to the Facility Agent pursuant toparagraph 2 of Part 4 of Schedule 5 (*VanillaConditions Subsequent Documents*)**andparagraph 2 of Part 6 of Schedule 4 (*BaseballConditions Subsequent Documents*) or 

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any updated group structurechart 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 inparagraph (h) of Clause 25.4 (*FinancialIndebtedness*).

“**Guarantors**” means:

**(a)**                                  for thepurposes of Clause 29 (*Guarantee andIndemnity*), the Parent, the Original Guarantors and any AccedingGuarantors or in respect of the C Facility only, the Parent only; and

**(b)****                                 **for the purposes of anyother provision of the Finance Documents, the Original Guarantors and anyAcceding Guarantors;

and “**Guarantor**” means any one of them as thecontext requires, provided that in either case, such person has not beenreleased from its rights and obligations as a Guarantor hereunder pursuant toClause 43.7 (*Release of Guarantees orSecurity*).

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

“**Hedge Counterparty**” means each Lender or Affiliate of a Lenderwhich is a party to a Hedging Agreement entered into for the purposes ofClause 24.9 (*Hedging*) and “**Hedge Counterparties**” means all suchLenders or Affiliates.

“**Hedging Agreement**” means any agreement in respect of aninterest rate swap, currency swap, forward foreign exchange transaction, cap,floor, collar or option transaction or any other treasury transaction or anycombination of it or any other transaction entered into in connection withprotection against or benefit from fluctuation in any rate or price.

“**High Yield Refinancing**” means any Financial Indebtednessincurred by the Parent for the purposes of refinancing all or a portion of theExisting High Yield Notes and/or the New High Yield Notes and/or the CFacility, in each case, including any Financial Indebtedness incurred for thepurpose of the payment of all principal, interest, fees, expenses, commissions,make-whole and any other contractual premium payable under the Existing HighYield Notes and/or the New High Yield Notes and/or the C Facility, as the casemay be, being refinanced and any reasonable fees, costs and expenses incurredin connection with such refinancing, in respect of which the following termsapply:

**(i)****                                   **the final maturity date orredemption date of such refinancing occurs on or after the scheduled redemptiondate in respect of the high yield notes being refinanced;

**(ii)****                               **the average life of the HighYield Refinancing is not less than (or in respect of a refinancing in part, isequal to) the remaining average life of the high yield notes which are beingrefinanced, as at the time of such refinancing; and

**(iii)****                           **the FinancialIndebtedness constituted by any High Yield Refinancing is structurally andcontractually subordinated to the Facilities on a basis no less favourable tothe Facilities than the basis on which the Existing High Yield Notes and/or theNew High Yield Notes are subordinated to the Facilities.

“**Holding Company**” of a company means a company of which thefirst-mentioned company is a Subsidiary.

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“**HYD Intercreditor Agreement**” means the intercreditor agreementdated 13 April 2004 between certain of the Obligors, the Finance Parties andthe indenture trustee in respect of the Existing High Yield Notes as the samemay otherwise be amended, supplemented, novated or restated from time to time.

“**Increased Cost**” means:

**(a)****                                 **any reduction in the rate ofreturn from a Facility or on a Finance Party’s (or an Affiliate’s) overallcapital;

**(b)****                                 **any additional or increasedcost; or

**(c)****                                 **any reduction of any amountdue and payable under any Finance Document,

which is incurred orsuffered by a Finance Party or any of its Affiliates to the extent that it isattributable to that Finance Party having agreed to make available itsCommitment or having funded or performed its obligations under any FinanceDocument.

“**Indebtedness**” means any obligation (whether incurred asprincipal or as surety) for the payment or repayment of money, whether presentor future, actual or contingent (including interest and other charges relatingto it).

“**Indemnifying Lender**” has the meaning set out inClause 5.1(b) (*Issue of DocumentaryCredits*).

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

“**Initial****InformationMemorandum**” means the information memorandum dated October 2005approved by the Company concerning the Obligors which, at the request of theCompany and on its behalf, was prepared in relation to the Facilities and thebusiness, assets, financial condition and prospects of the Group and which hasbeen made available by the Mandated Lead Arrangers to selected banks and otherinstitutions for the purpose of syndicating the Facilities, as supplemented bythe proxy statement dated 31 January 2006 and delivered in connection with theMerger and the Forms 10-K of the Ultimate Parent and NTL dated 28 February2006.

“**Initial Security Documents**” means the security documentslisted in Part 4 of Schedule 4 (*VanillaInitial Security Documents*).

“**Instructing Group**” means:

**(a)****                                 **before any Utilisation ofthe Facilities under this Agreement, a Lender or group of Lenders whoseAvailable Commitments amount in aggregate to more than 662/3% of the Available Facilities; and

**(b)****                                 **thereafter, a Lender orgroup of Lenders to whom in aggregate more than 662/3% of the aggregate amount of the Outstandings are (or if there are noOutstandings at such time, immediately prior to their repayment, were then)owed,

in each case, calculated inaccordance with the provisions of Clause 43.9 (*Calculation of Consents*), provided that whilst any amountsremain 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 commitmentsremain available for drawing under the Revolving Facility for the purposes of:

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**(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 relatesto the cancellation of C Facility Commitments or the repayment of C FacilityOutstandings;

**(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 (*Eventsof Default*) including without limitation, the exercise of any rightsunder Clause 27.17 (*Acceleration*)and/or Clause 27.18 (*Repayment onDemand*);

**(iv)**                               the making ofany demand against any Guarantor (including, for the avoidance of doubt, theParent) pursuant to Clause 29 (*Guaranteeand Indemnity*);

**(v)****                                  **the exercise of any rightsto crystallise, or require the Security Trustee to crystallise, any floatingcharge created pursuant to any Security Document or to enforce, or require theSecurity Trustee to enforce, any Encumbrance created pursuant to any SecurityDocument, any amendment, waiver or consent relating to or any exercise of anyother rights or benefits with respect to, the Security whether contained inthis Agreement or any other Finance Document; and

**(vi)**                               any action tobe taken by the Lenders to petition for (or vote in favour of any resolutionfor) or initiate or support or take any steps with a view to any insolvency,liquidation, reorganisation, administration or dissolution proceedings or anyvoluntary arrangement or assignment for the benefit of creditors or any similarproceedings involving the Parent or an Obligor,

any C Facility Commitmentsand any C Facility Outstandings shall be excluded from the calculation of therequisite percentage under paragraph (a) or (b), in both the numerator andthe denominator of such calculation.

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

“**Interest**” has the meaning ascribed to it inClause 23.1 (*Financial Definitions*).

“**Interest Cover Ratio**” has the meaning given to such term inparagraph (b) of Clause 23.2(*Ratio*).

“**Interest Period**” means, save as otherwise provided in thisAgreement, any of those periods mentioned in Clause 14.1 (*Interest Periods for Term Facility Advances*).

“**Intra-Group Services**” means:

**(a)**                                  the sale ofprogramming or other Content by any member(s) of the Group to one or moremembers of the Bank Group on arms’ length terms;

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

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**(c)**                                  the provisionor receipt of other services, facilities or other arrangements (in each casenot constituting Financial Indebtedness) in the ordinary course of business, byor from one or more members of the Bank Group to or from one or more members ofthe Group including, without limitation, (i) the employment of personnel,(ii) provision of employee healthcare or other benefits, (iii) actingas agent to buy equipment, other assets or services or to trade withresidential or business customers, and (iv) the provision of audit,accounting, banking, IT, telephony, office, administrative, compliance, payrollor other similar services provided that the consideration for the provisionthereof 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 therelevant member of the Bank Group than arms’ length terms, by or to any memberof the Bank Group to or by any such member of the Group of trade credit notconstituting Financial Indebtedness in relation to the provision or receipt ofIntra-Group Services referred to in paragraphs (a), (b) or  (c) above.

“**IRS Ruling**” means the private ruling from the US Internal RevenueService being sought by NTL the effect of which is to permit the cash portionof the purchase price for the Merger to be financed through borrowings bymembers of the Group incorporated in England & Wales without giving rise tomaterially adverse US tax consequences to NTL, the Ultimate Parent or theirrespective shareholders whether prior to or following the Merger.

“**Joint Venture**” means any joint venture, partnership or similararrangement between any member of the Bank Group and any other person that isnot a member of the Bank Group.

“**Joint Venture Group**” means any Joint Venture and itssubsidiaries from time to time (including upon and following the Merger ClosingDate, the UKTV Group).

“**Law**” means:

**(a)****                                 **common or customary law;

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

**(c)****                                 **any directive, regulation,practice, requirement which has the force of law and which is issued by anygovernmental 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 Lenderwhich has been appointed as an L/C Bank in accordance with Clause 5.11 (*Appointment and Change of L/C Bank*) andwhich has not resigned in accordance with paragraph (c) ofClause 5.11 (*Appointment and Change ofL/C Bank*).

“**L/C Bank Accession Certificate**” means a duly completedaccession 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 ofany Documentary Credit and save as otherwise provided in this Agreement, theproportion (expressed as a percentage) borne by such Lender’s AvailableRevolving Facility Commitment to the Available Revolving Facility immediatelyprior to the issue of such Documentary Credit.

“**Legal Opinions**” means any of the legal opinions referred to inparagraph 5 of Part 1 to Schedule 4 (*ConditionsPrecedent to First Utilisation*), paragraph 6 of Part 2 toSchedule 4 

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(*Conditions Precedent to First Baseball Utilisation*) andparagraph 2 of Part 2 to Schedule 7 (*AccessionDocuments*) 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/CBank and each Ancillary Facility Lender) which:

**(a)****                                 **is named in Part 1 ofSchedule 1 (*Lenders and Commitments*);

**(b)****                                 **has become a party to thisAgreement in accordance with the provisions of Clause 37 (*Assignments and Transfers*); or

**(c)**                                  has become aparty to this Agreement in accordance with the provisions of Clause 2.6 (*Alternative Bridge Facility Refinancing*),

which in each case has notceased to be a party to this Agreement in accordance with the terms of thisAgreement.

“**Leverage Ratio**” has the meaning given to such term inparagraph (a) of Clause 23.2(*Ratios*).

“**LIBOR**” means, in relation to any amount tobe advanced to or owed by an Obligor under this Agreement in a currency (otherthan euro) on which interest for a given period is to accrue:

**(a)****                                 **the rate per annum whichappears on the Relevant Page for such period at or about 11.00 a.m. on theQuotation Date for such period; or

**(b)****                                 **if no such rate is displayedand the Facility Agent shall not have selected an alternative service on whichsuch rate is displayed as contemplated by the definition of “Relevant Page”,the arithmetic mean (rounded upwards, if not already such a multiple, to thenearest 5 decimal places) of the rates (as notified to the Facility Agent) atwhich each of the Reference Banks was offering to prime banks in the Londoninterbank market deposits in the relevant currency for such period at or about11.00 am on the Quotation Date for such period.

“**Major Event of Default**” means an Event ofDefault 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*);

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**(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 onany publicly recognised stock exchange and which has, or is issued by a companywhich has, a capitalisation of not less than £1 billion (or its equivalent inother currencies) as at the time such Marketable Securities are acquired by anymember of the Bank Group by way of consideration for any disposal permittedunder Clause 25.6 (*Disposals*).

“**Material Adverse Effect**” means a materialadverse change in:

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

**(b)****                                 **the ability of any Obligorto perform and comply with its payment or other material obligations under anyFinance Document (taking into account the resources available to such Obligorfrom any other member of the Bank Group).

“**Material Subsidiary**” means, at any time, a member of the BankGroup whose contribution to Consolidated Operating Cashflow (on a consolidatedbasis if it has Subsidiaries) represents at least 5% of the ConsolidatedOperating Cashflow calculated by reference to the most recent financialstatements of the Bank Group delivered pursuant to paragraph (b)(ii) ofClause 22.1 (*Financial Statements*).

“**Maturing Advance**” has the meaning ascribed to it inClause 8.2 (*Rollover Advances*).

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

“**Merger**” means the merger of NTL with Merger Sub pursuant tothe terms and conditions of the Merger Agreement and the reorganisation,recapitalisation and refinancing of the Group in connection therewith inaccordance with the Steps Paper.

“**Merger Agreement**” means the agreement and plan of merger datedas of 2 October 2005 (as amended and restated on 14 December 2005 and 30January 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 subjectto the terms and conditions of the Merger Agreement.

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

“**Merger Indebtedness**” means Financial Indebtedness by theUltimate Parent (or a newly incorporated wholly-owned subsidiary of theUltimate Parent) in an amount not exceeding the equity value of the TelewestGroup **provided that** the proceedsof such Financial Indebtedness shall be contributed by the Ultimate Parent (orthe newly incorporated wholly-owned subsidiary of the Ultimate Parent, asapplicable) to one or more of its Subsidiaries for the purpose of enabling suchSubsidiaries to purchase the historical Telewest business as part 

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of an internalreorganisation of subsidiaries of Telewest in accordance with the Steps Paperand **provided further**that suchFinancial Indebtedness will be repaid by the Ultimate Parent (or such newlyincorporated wholly owned subsidiary of the Ultimate Parent) on the same day onwhich it is incurred.

“**Merger Sub**” means Neptune Bridge Borrower, LLC, a Delawarelimited liability company, which has been established for the purposes of theMerger in accordance with the terms and conditions of the Merger Agreement.

“**Moody’s**” means Moody’s Investor Services, Inc. or anysuccessor thereof.

“**Multiemployer Plan**” shall mean any multiemployer plan asdefined in Section 4001(a)(3) of ERISA, which is maintained or contributed toby (or to which there is an obligation to contribute of) any member of theGroup or an ERISA Affiliate, and each such plan for the five year periodimmediately following the latest date on which any member of the Group or anERISA Affiliate maintained, contributed to or had an obligation to contributeto such plan.

“**Necessary Authorisations**” means allAuthorisations (including Environmental Licences and any Authorisations issuedpursuant to or any deemed Authorisations under any Statutory Requirements) ofany person including any government or other regulatory authority required byapplicable Law to enable it to:

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

**(b)****                                 **ensure the legality,validity, enforceability or admissibility in evidence in England and, ifdifferent, its jurisdiction of incorporation or establishment, of such FinanceDocuments to which it is party; and

**(c)****                                 **carry on its business fromtime to time.

“**Net Proceeds**” means:

**(a)****                                 **any cash proceeds receivedby any member of the Bank Group (including, when received, any cash proceedsreceived by way of deferred instalment of purchase price or from the sale of CashEquivalent Investments or Marketable Securities acquired by any member of theBank Group in consideration for any Disposal as contemplated underClause 25.6 (*Disposals*)) inconnection with any Disposal after deducting:

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

**(ii)****                               **all reasonable fees,commissions costs and expenses incurred by such member of the Bank Group inarranging or effecting that Disposal, including, without limitation, any amountrequired to be paid by any member of the Bank Group to any proprietor of anyintellectual property rights (not being a member of the Bank Group) (includingintellectual property licences) related to the assets disposed of where suchpayment is on arms’ length terms and is required to enable such intellectualproperty rights to be transferred with such assets to the extent necessary tofacilitate the applicable Disposal;

**(iii)****                           **in the case ofa Disposal effected by a member of the Bank Group other than a Borrower, suchprovision as is reasonable for all costs and taxes (after taking into accountall available credits, deductions and allowances) incurred by the Bank Group toa person other than a member of the Bank Group and 

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fairly attributable to up-streamingthe cash proceeds to a Borrower or making any distribution in connection withsuch proceeds to enable them to reach a Borrower;

**(iv)**                               any cashproceeds which are to be applied towards discharging any Encumbrance over suchasset; and

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

**(b)****                                 **the cash proceeds receivedby any member of the Bank Group of any claim for loss or destruction of ordamage to the property of a member of the Bank Group under any insurance policyafter deducting any such proceeds relating to the third party claims which areapplied towards meeting such claims and any reasonable costs incurred inrecovering the same.

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

“**New High Yield Notes**” means the high yield notes to be issuedby the Parent either:

(a)                                  in an aggregateamount not exceeding £600 million (“**Option AAlternative Bridge Facility Refinancing**”); or

(b)                                 in an aggregateamount of up to £600 million to be issued in conjunction with the C Facility tobe drawn under this Agreement provided that the aggregate principal amount ofthe New High Yield Notes referred to in this paragraph (b), together withthe aggregate principal amount drawn under the C Facility shall not exceed £600million (“**Option B Alternative Bridge FacilityRefinancing**”),

in each case, pursuant tothe New High Yield Offering, the proceeds of which are to be applied (in thecase of the Option B Alternative Bridge Facility Refinancing, together with theproceeds of the C Facility) to refinance, directly or indirectly, all amountsoutstanding under the Alternative Bridge Facility Agreement in full, togetherwith costs and expenses in relation thereto.

“**New High Yield Offering**” means the offering of the New HighYield Notes on a shelf registration statement filed with the SEC (or, if ashelf registration is not available, pursuant to an exemption from registrationunder the United States Securities Act of 1933 including pursuant to Rule 144Aand/or Regulation S of the United States Securities Act of 1933, with SECregistration rights) (excluding the issuance of the Exchange Notes).

“**Non-Bank GroupServiceable Debt**” means:

**(a)**                                  FinancialIndebtedness arising under the Bridge Facility Agreement or the AlternativeBridge Facility (or the Exchange Notes, as applicable) or the New High YieldNotes, the Existing High Yield Notes or any High Yield Refinancing;

**(b)****                                 **Financial Indebtednessarising under any Guaranteed Parent Debt; and

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**(c)****                                 **any other FinancialIndebtedness which is raised by any member of the Group which is not a memberof the Bank Group, (i) where the Company has provided not less than 5 BusinessDays’ prior written notice to the Facility Agent designating such FinancialIndebtedness as Non-Bank Group Serviceable Debt, and (ii) the proceeds of whichare contributed into the Bank Group in accordance with the provisions ofClause 24.15 (*Contributions to the BankGroup*),

in the case ofparagraph (c), to the extent only of the principal amounts so designatedat the relevant time and provided that any Non-Bank Group Serviceable Debtshall 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 UKcorporation tax, and (c) not a member of the Bank Group.

“**Non-Consenting Lender**” is a Lender whichdoes not agree to a consent to an amendment to, or a waiver of, any provisionof the Finance Documents where:

**(a)****                                 **the Company or the FacilityAgent has requested the Lenders to consent to an amendment to, or waiver, ofany provision of the Finance Documents;

**(b)****                                 **the consent or amendment inquestion requires the agreement of all Lenders affected thereby;

**(c)****                                 **Lenders representing notless than 80% of the Commitments or Outstandings, as the case may be, haveagreed to such consent or amendment; and

**(d)****                                 **the Company has notified theLender it will treat it as a Non-Consenting Lender.

“**Non-Funding Lender**” is either:

**(a)**           a Lender which fails to comply withits obligation to participate in any Advance where:

**(i)**                                    all conditionsto the relevant Utilisation (including without limitation, delivery of aUtilisation Request) have been satisfied or waived by an Instructing Group (orwith respect to the A1 Facility and the B1 Facility, a Baseball InstructingGroup) in accordance with the terms of this Agreement;

**(ii)**                                Lendersrepresenting not less than 80% of the relevant Commitments have agreed tocomply with their obligations to participate in such Advance; and

**(iii)**                            the Company hasnotified the Lender that it will treat it as a Non-Funding Lender; or

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

“**Notes**” means the Short Term Notes or the Eurobond asapplicable.

“**Notes Engagement Letter**” means the letter dated 3 March 2006from the Bookrunners to NTL and the Company in relation to the commitment ofthe Bookrunners to arrange and underwrite the New High Yield Notes.

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“**NTL**” means Virgin Media Holdings Inc. (formerly known as NTLHoldings Inc.), a Delaware corporation, whose registered office is at 909 ThirdAvenue, Suite 2863, New York, NY 10022, United States of America.

“**NTL Group**” means NTL and its Subsidiaries from time totime.  For information purposes only, themembers of the NTL Group as at the Original Execution Date are listed in Part 3of 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 number2401044.

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

“**Obligors’ Agent**” means the Company in its capacity as agentfor the Parent and the Obligors (other than the US Borrower), pursuant toClause 30.18 (*Obligors’ Agent*).

“**Option A Alternative Bridge Facility Refinancing**” has themeaning given to such term in the definition of “**New High Yield Notes**”.

“**Optional Currency**” means, in relation toany Advance, any currency other than euro, Dollars and Sterling which:

**(a)****                                 **is readily available tobanks in the London interbank market, and is freely convertible into Sterlingon the Quotation Date and the Utilisation Date for the relevant Advance; and

**(b)****                                 **has been approved by theFacility Agent (acting on the instructions of all the Lenders) on or prior toreceipt by the Facility Agent of the relevant Utilisation Request.

“**Option B Alternative Bridge Facility Refinancing**” has themeaning 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 toNTL the audited consolidated financial statements of the NTL Group for thefinancial year ended 31 December 2005; and

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

“**Original Guarantor**” means each of the companies andpartnerships 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 accordancewith 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 byan 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 aDocumentary Credit), claims, 

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losses and expenses which anL/C Bank (or any of the Indemnifying Lenders) incurs or sustains in connectionwith a Documentary Credit,

in each case which has notbeen reimbursed or in respect of which cash cover has not been provided by oron behalf of a relevant Borrower.

“**Outstandings**” means, at any time, the Term FacilityOutstandings, the Revolving Facility Outstandings and any Ancillary FacilityOutstandings.

“**Parent Debt**” means any Financial Indebtedness of the UltimateParent or one or more of its Subsidiaries (other than a member of the BankGroup).

“**Parent Intercompany Debt**” means any Financial Indebtednessowed by any member of the Bank Group to the Ultimate Parent or to itsSubsidiaries (other than another member of the Bank Group) from time to timewhich is subordinated to the Facilities pursuant to the terms of the GroupIntercreditor Agreement.

“**Participating Employers**” means the Company and any members ofthe Group which participate or have at any time participated in a UK PensionScheme.

“**Participating Member State**” means any member of the EuropeanCommunity that at the relevant time has adopted the euro as its lawful currencyin accordance with legislation of the European Community relating to Economicand Monetary Union.

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

“**Pensions Regulator**” means the body corporate established underPart 1 of the Pensions Act 2004.

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

“**Permitted Holders**” shall mean any person who, together withany of its Affiliates, is the “beneficial owner” (as defined in Rule 13d-3 and13d-5 under the Exchange Act) of 5% or more of the outstanding Voting Stock of theUltimate Parent on the Original Execution Date or becomes such a holder as aresult of the Baseball Acquisition or the Alternative Baseball Acquisition andany Affiliates of such persons from time to time.

“**Permitted Joint Ventures**” means any Joint Venture permittedunder Clause 25.9 (*Joint Ventures*)that the Company designates as such by giving notice in writing to the FacilityAgent.

“**Permitted Payments**” means:

**(a)****                                 **the payment of any dividend,payment, loan or other distribution, or the repayment of a loan or theredemption of loan stock or redeemable equity made, at any time, to fund thepayment of expenses (including taxes and the buy back of stock from employees)by any member of the Group the aggregate amount of such payments being nogreater than (i) £50 million (or its equivalent) for the period from the MergerClosing Date to the first anniversary thereof, (ii) £50 million (or itsequivalent) for the period from the first anniversary of the Merger ClosingDate to the second anniversary of the Merger Closing Date, or (iii) thereafter£35 million (or its equivalent) in each anniversary year;

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

**(i)           **by****the terms of the Finance Documents;

**(ii)****                               **by the terms of the BridgeFinance Documents, the Exchange Notes, the Existing High Yield Notes, the NewHigh Yield Notes, any High Yield Refinancing (or in each case, any guarantee ofthe obligations thereunder) to the extent such payment is permitted or notprohibited by the terms of the HYD Intercreditor Agreement or other applicableintercreditor agreement, other than any payments in relation to any fees,costs, expenses, commissions or other payments required to be made in respectof any amendment, consent or waiver in respect thereof;

**(iii)        **by the terms of anyGuaranteed Parent Debt;

**(iv)****                              **by the terms of anyagreements for Financial Indebtedness which constitutes Non-Bank GroupServiceable Debt falling within paragraph (c) of the definition thereof;

**(v)****                                  **by the terms of any HedgingAgreement entered into by a member of the Group relating to currency orinterest rate hedging of Financial Indebtedness referred to insub-paragraphs (i) to (iv) above and which is not entered into forinvestment or speculative purposes;

**(vi)****                              **by the purposes ofimplementing the steps expressly contemplated by the Steps Paper;

**(vii)****                          **by the purposesof implementing any Content Transaction or Business Division Transaction;

**(viii)****                      **by the terms ofthe Notes; or

**(ix)**                              by the terms ofany Subordinated Funding to the extent required to facilitate any PermittedPayments,

where, in the case ofsub-paragraphs (i) to (ix), the payment under the relevant indebtedness orobligation referred to therein has fallen due or will fall due within fiveBusiness Days of such Permitted Payment being made;

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

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

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

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

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**(d)****                                 **any payment****of any dividend, payment, loan or otherdistribution, or the repayment of a loan, or the redemption of loan stock orredeemable equity made in order to enable payments****of dividends****ordistributions by the Ultimate Parent to its shareholders or the repurchase ofcapital stock of the Ultimate Parent:

**(i)**                                    in an amount ofup to £10 million per annum plus, at any time after 1 January 2007, anadditional amount per annum, up to the maximum amount specified belowdetermined by reference to the Leverage Ratio immediately prior to thedeclaration of such dividend or the making of such payment, loan or otherdistribution (calculated on a pro forma basis after giving effect to suchpayment) in accordance with the following table:

| Leverage Ratio               | ** ** | **Maximum Amount Per  Annum** |
|------------------------------|------------|-------------------------------|
| Greater than  3.75x          |       | £100 million             |
|                         |       |                          |
| Less than or  equal to 3.75x |       | No Limit                      |

 

**(ii)**                                in an amount ofup to £200 million from the cash proceeds of a Content Transaction; and

**(iii)**                            in an amount ofup to £200 million from the cash proceeds of a Business Division Transactionprovided that the Leverage Ratio immediately prior to the declaration of suchdividend or the making of such payment, loan or other distribution is less than4.0:1,

in each case, providedalways that no Event of Default has occurred or is continuing or would resultfollowing such payment;

**(e)****                                 **any payments made pursuantto and in accordance with the Tax Cooperation Agreement, provided that:

(i)                                     a copy of thecertification or filings referred to in clause 5 of the Tax CooperationAgreement, as the case may be, shall have been provided to the Facility Agentnot less than five Business Days before such payment is to be made; and

(ii)                                  any paymentsmade to any Holding Company of VMIH for the purposes of settling anyliabilities owed to the United States Internal Revenue Service which havearisen following delivery of a Structure Notice and implementation of therelevant steps set out in the Steps Paper, in reliance upon the Structure 2Opinions:

(A)                              at any timeprior to and including 31 December 2009, shall not be made without the priorwritten consent of an Instructing Group; or

(B)                                at any time onor after 1 January 2010, may be made in an amount not exceeding £185 millionfrom cash reserves of the Bank Group and in respect of any amount in excess of£185 million from:

(i)                                     any NetProceeds which is not required to be applied in or towards prepayment of theOutstandings pursuant to paragraph (a) of Clause 12.2 (*Repayment from Net Proceeds*);

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(ii)                                  any Excess CashFlow which is not required to be applied in or towards prepayment of theOutstandings pursuant to paragraph (a) of Clause 12.4 (*Repayment from Excess Cash Flow*);

(iii)                               any DebtProceeds which is not required to be applied in or towards prepayment of theOutstandings pursuant to paragraph (a) of Clause 12.5 (*Repayment from Debt Proceeds*);

(iv)                              any EquityProceeds which is not required to be applied in or towards prepayment of theOutstandings pursuant to paragraph (a) of Clause 12.6 (*Repayment from Equity Proceeds*); or

(v)                                 the proceeds ofany Parent Intercompany Debt or the proceeds of any Equity Equivalent Funding,

and provided always that immediatelyprior to and immediately after such payment, the Bank Group remains incompliance with the financial covenants set out in Clause 23.2 (*Ratios*) as applicable for the Quarter Datefalling immediately prior to such payment and calculated on a pro forma basis after giving effect to such payment;

**(f)****                                   **the payment of preferencedistributions in accordance with the terms and conditions of the outstandingredeemable preference shares of Sit-up provided that the aggregate amount ofall 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 memberof the Group of all or any portion of the outstanding redeemable preferenceshares of Sit-up pursuant to the terms of the Sit-up Acquisition Documents(including any such payment as may be permitted under the articles ofassociation of Sit-up); or

**(g)****                                **any payment of any dividend,payment, loan or other distribution, or the repayment of a loan, or theredemption of loan stock or redeemable equity made pursuant to an AssetPassthrough or a Funding Passthrough, in each case, funded solely from cashgenerated by entities outside of the Bank Group.

“**Plan**” means any pension plan as defined in section 3(2) ofERISA, which (i) is maintained or contributed to by (or to which there is anobligation to contribute by) any member of the Group or an ERISA Affiliate, andeach such plan for the 5 year period immediately following the latest date onwhich any member of the Group or an ERISA Affiliate maintained, contributed toor 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 inClause 11.1 (*Voluntary Prepayment*).

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

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“**Proportion**” in relation to a Lender, means:

**(a)****                                 **in relation to an Advance tobe made under this Agreement, the proportion borne by such Lender’s AvailableCommitment in respect of the relevant Facility, the relevant Borrower and therelevant currency to the relevant Available Facility;

**(b)****                                 **in relation to an Advance orAdvances outstanding under this Agreement, the proportion borne by such Lender’sshare of the Sterling Amount of such Advance or Advances to the total SterlingAmount thereof;

**(c)****                                 **if paragraph (a) doesnot apply and there are no Outstandings, the proportion borne by the aggregateof such Lender’s Available Commitment to the Available Facilities (or if theAvailable Facilities are then zero, by its Available Commitment to theAvailable Facilities immediately prior to their reduction to zero); and

**(d)****                                 **if paragraph (b) doesnot apply and there are any Outstandings, the proportion borne by such Lender’sshare of the Sterling Amount of the Outstandings to the Sterling Amount of allthe Outstandings for the time being.

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

“**Qualifying UK Lender**” means in relation toa payment of interest on a participation in an Advance to a UK Borrower, aLender 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 inClause 23.1 (*Financial Definitions*).

“**Quotation Date**” means, in relation to anycurrency and any period for which an interest rate is to be determined:

**(a)****                                 **if the relevant currency isSterling, the first day of that period;

**(b)****                                 **if the relevant currency iseuro, 2 TARGET Days before the first day of that period; or

**(c)****                                 **in relation to any othercurrency, 2 Business Days before the first day of that period,

provided that if marketpractice differs in the Relevant Interbank Market for a currency, the QuotationDate for that currency will be determined by the Facility Agent in accordancewith market practice in the Relevant Interbank Market (and if quotations wouldnormally be given by leading banks in the Relevant Interbank Market on morethan one day, the Quotation Date will be the last of those days).

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

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“**Reference Banks**” means the principal London offices ofBarclays Bank plc, Citigroup and The Bank of New York or such other bank orbanks as may be appointed as such by the Facility Agent after consultation withthe Company.

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

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

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

“**Relevant Interbank Market**” means, in relation to euro, theEuropean Interbank Market and in relation to any other currency, the Londoninterbank market therefor.

“**Relevant Page**” means the page of the Reuters or Teleratescreen on which is displayed in relation to LIBOR, BBA LIBOR for the relevantcurrency, 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 servicewhich displays the London interbank offered rates for the relevant currency asthe Facility Agent, after consultation with the Lenders and the Company, shallselect.

“**Relevant Tax Jurisdiction**” means:

**(a)****                                 **the United Kingdom, inrelation to a UK Borrower;

**(b)**                                  the UnitedStates of America, in relation to the US Borrower; and

**(c)****                                 **any jurisdiction in whichany person is liable to tax by reason of its domicile, residence, place ofmanagement or other similar criteria (but not any jurisdiction in respect ofwhich that person is liable to tax by reason only of its having a source ofincome in that jurisdiction).

“**Renewal Request**” means, in relation to a Documentary Credit, aUtilisation Request therefor, in respect of which the proposed Utilisation Datestated in it is the Expiry Date of an existing Documentary Credit and theproposed Sterling Amount is the same or less than the Sterling Amount of thatexisting Documentary Credit.

“**Repayment Date**” means:

**(a)****                                 **in relation to any RevolvingFacility Advance, the last day of its Term;

**(b)****                                 **in respect of the A FacilityOutstandings and the A1 Facility Outstandings, each of the dates specified inClause 9.1 (*Repayment of A FacilityOutstandings and A1 Facility Outstandings*) as a Repayment Date inrespect of the relevant Term Facility Outstandings, and

**(c)****                                 **in respect ofthe B1 Facility Outstandings, the B2 Facility Outstandings, the B3 FacilityOutstandings, the B4 Facility Outstandings, the B5 Facility Outstandings, theB6 Facility Outstandings and the C Facility Outstandings, the relevant FinalMaturity Date,

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provided that if any suchday is not a Business Day in the relevant jurisdiction for payment, theRepayment Date will be the next succeeding Business Day in the then currentcalendar month (if there is one) or the preceding Business Day (if there isnot).

“**Repayment Instalment**” means, in respect of the A FacilityOutstandings and the A1 Facility Outstandings, the amounts required to be paidby way of repayment on each Repayment Date, as specified in Clause 9.1 (*Repayment of A Facility Outstandings and A1 FacilityOutstandings*), as an A Facility Repayment Instalment or an A1Facility Repayment Instalment (as applicable).

“**Repeating Representations**” means the representations andwarranties set out in Clauses 21.2 (*DueOrganisation*), 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 with ERISA*).

“**Reservations**” means:

**(a)****                                 **the principle that equitableremedies are remedies which may be granted or refused at the discretion of thecourt, 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, thetime barring of claims under any applicable law, the possibility that anundertaking to assume liability for or to indemnify against non-payment of anystamp duty or other tax may be void, defences of set-off or counterclaim andsimilar principles;

**(b)****                                 **anything analogous to any ofthe matters set out in paragraph (a) above under any laws of anyapplicable jurisdiction;

**(c)****                                 **the reservations in oranything disclosed by any of the Legal Opinions;

**(d)**                                  anycircumstance arising through a failure to obtain any consent from the lendersunder the Existing Credit Facilities or the Existing Baseball Facilities to (i)the execution of the Finance Documents, (ii) the exercise of any rights or theperformance of any obligations under the Finance Documents or (iii) any othermatter contemplated by the Finance Documents; and

**(e)****                                 **any circumstance arisingthrough a failure to obtain any consent from any lessor, licensor or othercounterparty whose consent is required to the grant of any Security over anylease, licence or other agreement or contract on or before the execution of aSecurity Document.

“**Restricted Guarantors**” means:

**(a)****                                 **each of the OriginalGuarantors listed in Part 2 of Schedule 2 (*The Restricted Guarantor*); and

**(b)****                                 **any other Guarantor thataccedes to this Agreement pursuant to Clause 26.2 (*Acceding Guarantors*), which is(i) incorporated, created or organised under the laws of the United Statesof America or any State of the United States of America (including the Districtof 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 adisregarded entity that is a branch of a Guarantor described insub-paragraph (b)(i) hereof.

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

“**Revolving Facility**” means the revolving loan facility(including any Ancillary Facility and the Documentary Credit facility) grantedto the relevant Borrower pursuant to Clause 2.1(d) (*The Facilities*).

“**Revolving Facility Instructing Group**”means:

**(a)****                                 **before any Utilisation ofthe Revolving Facility under this Agreement, a Lender or group of Lenders whoseAvailable Revolving Facility Commitments amount in aggregate to more than 662/3% of the Available Revolving Facility; and

**(b)****                                 **thereafter, a Lender orgroup 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, immediatelyprior to their repayment, were then) owed,

in each case calculated inaccordance with the provisions of Clause 43.9 (*Calculation of Consents*).

“**Revolving Facility Margin**” means, in relation to RevolvingFacility Advances and subject to Clause 13.3 (*Margin Ratchet for Revolving Facility Advances*), 1.875% perannum.

“**Revolving Facility Outstandings**” means, at any time, theaggregate outstanding amount of each Revolving Facility Advance and of eachOutstanding L/C Amount.

“**Rollover Advance**” has the meaning ascribed to it inClause 8.2 (*Rollover Advances*).

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

“**Screenshop Intra-Group Loan Agreement**” means the loanagreement dated 10 May 2005 between Screenshop and Flextech BroadbandLimited.

“**SEC**” means the United States Securities and ExchangeCommission.

“**Second Amendment Effective Date**” has the meaning given to itin 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 becreated pursuant to the Security Documents.

“**Security Documents**” means:

**(a)****                                 **each of the Initial SecurityDocuments and the Subsequent Security Documents;

**(b)****                                 **any security documentsrequired to be delivered by an Acceding Obligor pursuant to Clauses 26.1 (*Acceding Borrowers*) and 26.2 (*Acceding Guarantors*);

**(c)****                                 **any other document executedat any time by any member of the Group conferring or evidencing any Encumbrancefor or in respect of any of the obligations of the 

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Obligors under thisAgreement whether or not specifically required by this Agreement; and

**(d)****                                 **any other document executedat any time pursuant to Clause 24.12 (*FurtherAssurance*) or any similar covenant in any of the Security Documentsreferred to in paragraph (a) to (d) above.

“**Security Trust Agreement**” means that certain security trustagreement dated on or about the Merger Closing Date made between the SecurityTrustee and the Lenders and relating to the appointment of the Security Trusteeas trustee of the Security.

“**Senior Fees Letter**” means the letter dated 3 March 2006 fromthe Bookrunners to NTL and the Company in relation to the fees payable to theBookrunners for arranging and underwriting the Facilities (other than the B5Facility and the B6 Facility).

“**Short Term Notes**” means the notes to be issued by one or moreObligors to the US Borrower after the first Utilisation of the B4 Facilityhereunder.

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

“**Sit-up Acquisition Documents**” means eachof:

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

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

**(c)**                                  the sharepurchase agreement between Screenshop, John Egan, Ashley Faull and ChristopherManson dated on or around 10 May 2005;

**(d)**                                  thesubscription agreement between the Sit-up, Screenshop, Flextech BroadbandLimited, John Egan, Ashley Faull and Christopher Manson entered into on orabout 10 May 2005; and

**(e)**                                  and any otherdocument designated as an “Sit-up Acquisition Document” in writing to theFacility 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 presentfair and present fair sales value) is greater than the total amount ofliabilities, including, without limitation, contingent and unliquidatedliabilities, of such US Obligor as such liabilities mature, (b) such persondoes not intend to, and does not believe that it will, incur debts orliabilities beyond such person’s ability to pay such debts and liabilities asthey mature and (c) such US Obligor is not engaged in business or atransaction, and is not about to engage in business or a transaction, for whichsuch person’s property would constitute an unreasonably small capital.  The amount of contingent and unliquidatedliabilities at any time shall be computed as the amount that, in the light ofall the facts and circumstances existing at such time, represents the amountthat can reasonably be expected to become an actual or matured liability.

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“**Solvent Liquidation**” has the meaning given to such term inClause 25.20 (*Solvent Liquidation*).

“**Stand Alone Baseball Financing**” meansFinancial Indebtedness which is incurred either:

**(a)****                                 **following the cancellationof the A1 Facility and the B1 Facility, for the purposes set out inparagraph (b) of Clause 2.3 (*Purposes*);or

**(b)**                                  for thepurposes of refinancing the Total Baseball Debt,

providedthat in each case:

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

**(ii)**                                the annualinterest expense of such Financial Indebtedness is no greater than the interestexpense payable under an equivalent principal amount of A1 Facility or B1Facility 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)**                            immediatelyprior to the incurrence of such Financial Indebtedness, the Bank Group is incompliance with the financial covenants set out in Clause 23.2 (*Ratios*);

**(iv)**                               no creditor inrespect of such Financial Indebtedness shall at any time have any recourse toany member of the Bank Group;

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

**(vi)**                               followingconsummation of the Stand Alone Baseball Financing any transactions enteredinto between the Bank Group and the Baseball Group shall be subject to theprovisions of Clause 25.10 (*Transactionswith Affiliates*); and

**(vii)****                          **any such StandAlone Baseball Financing is completed by 31 December 2006.

“**Standard & Poor’s**” means Standard & Poor’s RatingsGroup or any successor thereof.

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

“**Sterling Amount**” means at any time:

**(a)****                                 **in relation to an Advancedenominated in Sterling, the amount thereof, and in relation to any otherAdvance, the Sterling equivalent of the amount specified in the UtilisationRequest (as at the date thereof) for that Advance, in each case, as adjusted, 

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if necessary, in accordancewith the terms of this Agreement and to reflect any repayment, consolidation ordivision of that Advance;

**(b)****                                 **in relation to a DocumentaryCredit, (i) if such Documentary Credit is denominated in Sterling, the OutstandingL/C Amount in relation to it at such time or (ii) if such Documentary Credit isnot denominated in Sterling, the equivalent in Sterling of the Outstanding L/CAmount at such time, calculated as at the later of (1) the date which falls2 Business Days before its issue date or any renewal date or (2) the dateof any revaluation pursuant to Clause 5.3 (*Revaluation of Documentary Credits*);

**(c)****                                 **in relation to any AncillaryFacility granted by a Lender, the amount of its Revolving Facility Commitmentconverted to provide its Ancillary Facility Commitment as at the time of suchconversion; and

**(d)****                                 **in relation to anyOutstandings, the aggregate of the Sterling Amounts (calculated in accordancewith paragraphs (a), (b) and (c) above) of each outstanding Advance and/orOutstanding L/C Amount, made under the relevant Facility or Facilities (as thecase may be) and/or in relation to Ancillary Facility Outstandings, (i) if suchOutstandings are denominated in Sterling, the aggregate amount of it at suchtime and (ii) if such Outstandings are not denominated in Sterling, theSterling 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, Telewestand Virgin Mobile after Structures 1 and 2”, in each case,* as agreed between NTL and the Bookrunnerssetting out the restructuring steps affecting the Telewest Group and NTL Groupoccurring prior to, on and following the Merger Closing Date.

“**Structure Notice**” means the structure notice delivered by NTLand the Company to the Bookrunners, in accordance with the provisions of theOriginal Agreement, pursuant to which NTL and the Company elect to implementthe 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 accountingfirm; and

**(b)**           an opinion from an internationallyrecognized law firm,

in each case:

**(i)**                                    substantiallyin the form approved by the Mandated Lead Arrangers prior to the issuance ofany Structure Notice;

**(ii)**                                issued on the date of theStructure Notice; and

**(iii)**                            to the effect that (i) VMIH’sacquisition 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 US federal income tax purposes in VirginMedia (UK) Group, Inc. (formerly known as NTL (UK) Group, Inc.), the Parent orVMIH recognising income or gain, and (ii) VMIH’s acquisition of all the stockof Telewest UK in exchange for the Virgin Media (UK) Group, Inc. (formerlyknown as NTL (UK) Group, Inc.) shares should not result for US federal incometax 

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purposesin the Ultimate Parent, any member of the Ultimate Parent’s US consolidatedfederal 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’soption, alternative Steps 6Y-10Y described therein).

“**Structuring Completion Date**” means the date falling 10Business Days after the Structuring Long-Stop Date.

“**Structuring Date**” means the date proposed in the StructureNotice as the date on which the relevant restructuring steps referred to in theSteps Paper as “*Post-CombinationRestructuring -**SecondAlternative (Structure 2)*” are to be effected, which shall be a datefalling no later than the Structuring Completion Date and shall be no less than4 Business Days after the date of the Structure Notice.

“**Structuring Long-Stop Date**” means the 31July 2006.

“**Subordinated Funding**” means any loan madeto any Obligor by any member of the Group, that is not an Obligor which:

**(a)**                                  constitutesParent Intercompany Debt;

**(b)**                                  is anintercompany loan arising under the arrangements referred to inparagraph (c) of the definition of “Permitted Payments”;

**(c)****                                 **is an intercompany loanexisting as at the Original Execution Date (including any inter-company loanthe benefit of which has, at any time after the Original Execution Date, beenassigned to any other member of the Group, where such assignment is nototherwise prohibited by this Agreement); or

**(d)****                                 **constitutes EquityEquivalent Funding,

provided that, the relevantdebtor and creditor are party to the Group Intercreditor Agreement as anIntergroup Debtor or Intergroup Creditor (as such terms are defined in theGroup Intercreditor Agreement), respectively, or where the relevant debtor andcreditor are party to such other subordination arrangements as may besatisfactory 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 withservices by an Obligor through the operation of telecommunications and/ortelevision systems operated by the Bank Group in accordance with applicableTelecommunications, Cable and Broadcasting Laws (including any part of suchsystem and all modifications, substitutions, replacements, renewals andextensions made to such systems).

“**Subsequent Information Memorandum**” means the InitialInformation Memorandum updated to reflect any changes to the terms of theFacilities made since October 2005, the Baseball Acquisition and the business,assets, financial condition and prospects of the Baseball Group.

“**Subsequent Security Documents**” means the security documentslisted in paragraph 4 of Part 6 of Schedule 4 (*Baseball Conditions Subsequent Documents*).

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“**Subsidiary**” of a company shall be construedas a reference to:

**(a)****                                 **any company:

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

**(ii)****                               **where the first-mentionedcompany has the right or ability to control directly or indirectly the affairsor the composition of the board of directors (or equivalent of it) of suchcompany; or

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

**(b)****                                 **for the purposes ofClause 22 (*Financial Information*)and Clause 23 (*Financial Condition*)and any provision of this Agreement where the financial terms defined inClause 23 (*Financial Condition*)are used,  any legal entity which isaccounted for under applicable GAAP as a Subsidiary of the first-mentionedcompany.

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

“**Syndication Date**” means the date specified by the Bookrunners(and notified to the Facility Agent and the Company) as the day on whichSuccessful Syndication has occurred.

“**Takeover Code**” means the City Code on Takeovers and Mergers asadministered by the Takeover Panel.

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

“**TARGET Day**” means any day on which the Trans-EuropeanAutomated Real-time Gross Settlement Express Transfer payment system is openfor the settlement of payments in euro.

“**Tax Cooperation Agreement**” means the agreement to be enteredinto following the Original Execution Date between the Ultimate Parent, theCompany and **TCN** relating toarrangements in connection with, amongst other things, the payment of US taxesin form and substance agreed with the Facility Agent and the Mandated LeadArrangers.

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

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

“**Tax Losses**” means any amount capable of surrender pursuant toChapter 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*).

“**Tax Payment**” means the increase in any payment made by anObligor to a Finance Party under paragraph (c) of Clause 17.1 (*Tax Gross-up*)**or any amount payable under paragraph (d) ofClause 17.1 (*Tax Gross-up*)or under Clause 17.3 (*Tax Indemnity*).

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

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

“**Telewest Group**” means the Ultimate Parent and its Subsidiariesfrom time to time.  For informationpurposes only, the members of the Telewest Group as at the Original ExecutionDate 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 incorporatedin England & Wales with registered number 04925679 and having itsregistered office at 160 Great Portland Street, London W1W 5QA.

“**Term**” means:

**(a)****                                 **in relation to a RevolvingFacility Advance, the period for which such Advance is borrowed as specified inthe relevant Utilisation Request; and

**(b)****                                 **in relation to anyDocumentary Credit, the period from the date of its issue until its ExpiryDate.

“**Term Facilities**” means the A Facility, the A1 Facility, the B1Facility, the B2 Facility, the B3 Facility, the B4 Facility, the B5 Facility,the B6 Facility and the C Facility and “**TermFacility**” means any of them, as the context requires.

“**Term Facility Advance**” means any A Facility Advance, an A1Facility Advance, B1 Facility Advance, B2 Facility Advance, B3 FacilityAdvance, B4 Facility Advance, B5 Facility Advance, B6 Facility Advance or CFacility Advance and “**Term Facility Advances**”shall be construed accordingly.

“**Term Facility Outstandings**” means, at any time, the aggregateof the A Facility Outstandings, the A1 Facility Outstandings, the B1 FacilityOutstandings, the B2 Facility Outstandings, the B3 Facility Outstandings, theB4 Facility Outstandings, the B5 Facility Outstandings, the B6 FacilityOutstandings and C Facility Outstandings, at such time.

“**Termination Date**” means:

**(a)****                                 **in relation to the RevolvingFacility, the date which is 30 days prior to the Final Maturity Date in respectof the Revolving Facility;

**(b)****                                 **in relation to the AFacility, the earlier of (i) 2 October 2006 or (ii) the Merger Closing Date;

**(c)****                                 **in relation to the B2Facility, the B3 Facility, and the B4 Facility, the earlier of (i) 2 October2006 or (ii) the Structuring Date;

**(d)****                                 **in relation to the B5Facility or the B6 Facility, 15 May 2007;

**(e)**                                  in relation tothe 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;

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**(f)****                                   **in relation to the CFacility, the period of two weeks commencing on the date C Facility Lendersfirst 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 Companymay agree; and

**(g)****                                **in relation to eachAncillary Facility, the relevant Ancillary Facility Termination Date.

“**Total Baseball Debt**” means all amounts drawn under the A1Facility and the B1 Facility, by Baseball Cash Bidco and used for any of thepurposes specified in paragraph (b) of Clause 2.3 (*Purpose*) (including without limitation,any principal amounts, prepayment penalties, make-whole payments, accruedinterest and Break Costs relating thereto).

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

“**Transfer Deed**” means a duly completed deed of transfer andaccession in the form set out in Schedule 3 (*Formof Deed of Transfer and Accession*) which has been executed as a deedby a Lender and a Transferee whereby such Lender seeks to transfer to suchTransferee all or a part of such Lender’s rights, benefits and obligationsunder this Agreement as contemplated in Clause 37 (*Assignments and Transfers*) and suchTransferee agrees to accept such transfer and to be bound by this Agreement andto accede to the HYD Intercreditor Agreement, the Group Intercreditor Agreementand the Security Trust Agreement.

“**Transferee**” means a bank or other institution to which aLender seeks to transfer all or part of its rights, benefits and obligationsunder this Agreement pursuant to and in accordance with Clause 37 (*Assignments and Transfers*).

“**Treasury Rate**” means, as of any prepayment date, the yield tomaturity of United States Treasury securities with a constant maturity (ascompiled and published in the most recent Federal Reserve Statistical ReleaseH.15 (519) which has become publicly available at least two Business Days (butnot more than five Business Days) prior to the prepayment date (or, if suchStatistical Release is not so published or available, any publicly availablesource of similar market data selected by the Company in good faith)) mostnearly equal to the period from the prepayment date to and including theDesignated Anniversary; provided, however, that if the period from theprepayment date to and including the Designated Anniversary is not equal to theconstant maturity of a United States Treasury security for which a weeklyaverage yield is given, the Treasury Rate shall be obtained by linearinterpolation (calculated to the nearest one-twelfth of a year) from the weeklyaverage yields of United States Treasury securities for which such yields aregiven, except that if the period from the prepayment date to and including theDesignated Anniversary is less than one year, the weekly average yield on actuallytraded United States Treasury securities adjusted to a constant maturity of oneyear shall be used.

“**UK Bank Lender**” means, in relation to a payment of interest ona participation in an Advance to a Borrower, a Lender which is beneficiallyentitled to and within the charge to United Kingdom corporation tax as regardsthat payment and (a) if the participation in that Advance was made by it, is aLender which is a “bank” (as defined for the purposes of section 349 of theTaxes Act in section 840A of the Taxes Act) or (b) if the participation in thatAdvance was made by a different person, such person was a “bank” (as definedfor the purposes of section 349 of the Taxes Act in section 840A of the TaxesAct) at the time that Advance was made.

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“**UK Borrowers**” means:

**(a)          **as at the date of theAgreement, each of the Company, TCN and VMIH Sub; and

**(b)****                                 **thereafter, any AccedingBorrower that is liable to corporation tax in the United Kingdom,

excluding any UK Borrowerwhich has been liquidated in accordance with the provisions ofClause 25.20 (*Solvent Liquidation*)but including the relevant Successor Entity (provided it is also liable tocorporation tax in the United Kingdom) thereafter, and “**UK Borrower**” means any of them.

“**UK Channel Management**” means UK Channel Management Limited, acompany 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 Managementand its Subsidiaries from time to time.

“**UK Channel Management Security Trustee Undertakings**” means theagreement to be entered into on or following the Merger Closing Date betweenthe Security Trustee, BBC Worldwide Limited, Flextech Broadband Limited andUnited Artists Investments Limited in relation to the shareholders’ agreementrelating to UK Channel Management.

“**UK Gold**” means UK Gold Holdings Limited, a companyincorporated in England and Wales with registered  number 3298738, whose registered office is at160 Great Portland Street, London W1W 5QA.

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

“**UK Gold Security Trustee Undertaking**” means the agreement tobe entered into on or following the Merger Closing Date between the SecurityTrustee, BBC Worldwide Limited and Flextech Broadband Limited in relation tothe shareholders agreement relating to UK Gold.

“**UK Non-Bank Lender**” means, in relation to apayment of interest on an Advance to a Borrower:

**(a)****                                 **a Lender which isbeneficially entitled to the income in respect of which that payment is madeand is a UK Resident company (the first condition set out in section 349B ofthe Taxes Act); or

**(b)****                                 **a Lender which satisfies oneof the other conditions set out in section 349B of the Taxes Act,

where H.M. Revenue & Customshas not given a direction under section 349C of the Taxes Act which relates tothat payment of interest on an Advance to such Borrower.

“**UK Pension Scheme**” means a pension scheme in which any memberof the Group participates or has at any time participated, and which has itsmain administration in the United Kingdom or is primarily for the benefit ofemployees in the United Kingdom.

“**UK Resident**” means a person who is resident in the UnitedKingdom for the purposes of the Taxes Act and “**non-UK Resident**” shall be construed accordingly.

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“**UK****Treaty Lender**”means in relation to a payment of interest on an Advance to a UK Borrower, aLender which is entitled to claim full relief from liability to taxationotherwise imposed by such UK Borrower’s Relevant Tax Jurisdiction (in relationto that Lender’s participation in Advances made to such UK Borrower) oninterest under a Double Taxation Treaty and which does not carry on business inthat UK Borrower’s Relevant Tax Jurisdiction through a permanent establishmentwith which that Lender’s participation in that Advance is effectively connectedand, 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 withoutany Tax Deduction.

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

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

“**UKTV New Ventures**” means UKTV New Ventures Limited, a companyincorporated in England and Wales with registered number 04266373, whoseregistered office is at 160 Great Portland Street, London W1W 5QA.

“**UKTV New Ventures Group**” means the UKTV New Ventures and itsSubsidiaries from time to time.

“**UKTV New Ventures Security Trustee Undertaking**” means theagreement to be entered into on or following the Merger Closing Date betweenthe Security Trustee, BBC Worldwide Limited and Flextech Broadband Limited inrelation 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 tothis 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 otherareas subject to the jurisdiction of the United States of America;

“**Unpaid Sum**” means any sum due and payable by an Obligor underany Finance Document (other than any Ancillary Facility Document) but unpaid.

“**US Accession Lender**” means in relation to a payment ofinterest on a participation in an Advance, a Lender which is not a QualifyingUK 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 currencyfor the time being of the United States;

“**US Obligors**” means the US Borrower and the RestrictedGuarantors, and “**US Obligor**” meansany of them.

“**US Paying Agent**” means as at the Original Execution Date,Deutsche Bank AG, New York Branch and at any other time, any other person thathas been delegated with, or appointed for the purposes of, carrying out thefunctions set out in Clause 30.21 (*USPaying Agent*) subject to the terms set out in that Clause.

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“**Utilisation**” means the utilisation of a Facility under thisAgreement, whether by way of an Advance, the issue of a Documentary Credit orthe establishment of any Ancillary Facility.

“**Utilisation Date**” means:

**(a)**           in relation to an Advance, the dateon which such Advance is (or is requested) to be made;

**(b)****                                 **in relation to a utilisationby way of Ancillary Facility, the date on which such Ancillary Facility isestablished; and

**(c)****                                 **in relation to a utilisationby way of Documentary Credit, the date on which such Documentary Credit is tobe issued, in each case,

inaccordance with the terms of this Agreement.

“**Utilisation Request**” means:

**(a)****                                 **in relation to an Advance aduly completed notice in the form set out in Part 1 to Schedule 5 (*Form of Utilisation Request (Advances)*);or

**(b)****                                 **in relation to a DocumentaryCredit, a duly completed notice in the form set out in Part 2 toSchedule 5 (*Form of Utilisation Request(Documentary Credits)*).

“**Vanilla****Certain Funds Period**”means, in relation to the A Facility, the period commencing on the OriginalExecution Date and ending on the earlier of (i) 2 October 2006 and (ii) theMerger Closing Date.

“**Vanilla Clean-Up Period**” means the period commencing on theMerger Closing Date and ending on the date falling 4 months and 2 weeksthereafter.

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

**(a)**                                  with respect toNTL, the Company, TCN or the Merger Sub only, Clause 27.1 (*Non-Payment*);

**(b)**                                  with respect tothe 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 materialadverse effect on the Security (taken as a whole);

**(c)**                                  with respect toNTL, the Company, TCN or the Merger Sub only, Clause 27.4 (*Misrepresentation*) by virtue of a breachof any of the representations and warranties in Clause 21.2 (*Due Organisation*); or

**(d)**                                  with respect toNTL, the Company, TCN and the Merger Sub only, Clause 27.6 (*Insolvency*), Clause 27.7 (*Winding-Up*), Clause 27.8 (*Execution and Distress*) orClause 27.9 (*Similar Events*)other than any such event which is caused by the occurrence or potentialoccurrence of another Event of Default.

“**Vendor Financing Arrangements**” means any arrangement,contractual or otherwise, pursuant to which credit or other financing isprovided 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 inconnection with such supply of assets and/or services.

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

“**Whitewash Documents**” means certified copies of all applicableresolutions, statutory declarations, auditors’ reports and other documentsrequired by sections 155 to 158 of the Act to enable any company to provide anyfinancial assistance applicable to it**.**

“**Working Capital**” has the meaning ascribed to it inClause 23.1 (*Financial Definitions*).

## **1.2****                               AccountingExpressions**

All accounting expressionswhich are not otherwise defined in this Agreement shall be construed inaccordance with GAAP.

## **1.3****                               Construction**

Unless a contrary indicationappears, 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 respectiveand any subsequent successors, Transferees and permitted assigns in accordancewith their respective interests;

“**agreed form**” means, in relation to any document, in the formagreed by or on behalf of the Bookrunners and the Company prior to the OriginalExecution Date;

“**company**” includes any body corporate;

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

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

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

### **(a)****                                 **inthe case of any basket or threshold amount qualifying a covenant:

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

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#### **(ii)****                               **inorder to determine the permissibility of a proposed transaction, on the dateupon which the permissibility of that transaction is being tested for thepurposes of determining compliance with that covenant; and

### **(b)****                                 **inthe case of any basket or threshold amount relating to an Event of Default, thedate on which the relevant event is being assessed for the purposes ofdetermining whether such Event of Default has occurred,

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

“**month**” is a reference to a period starting on one day in acalendar month and ending on the numerically corresponding day in the nextsucceeding calendar month save that, where any such period would otherwise endon a day which is not a Business Day, it shall end on the next succeedingBusiness Day, unless that day falls in the calendar month succeeding that inwhich it would otherwise have ended, in which case it shall end on theimmediately preceding Business Day provided that, if a period starts on thelast Business Day in a calendar month or if there is no numericallycorresponding day in the month in which that period ends, that period shall endon the last Business Day in that later month (provided that in any reference to“**months**” only the last month in aperiod 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 referenceto any person, firm, company, whether with limited liability or otherwise,government, state or agency of a state or any association or partnership (whetheror not having separate legal personality) of two or more of the foregoing;

“**tax**” shall be construed so as to include all present andfuture taxes, charges, imposts, duties, levies, deductions or withholdings ofany kind whatsoever, or any amount payable on account of or as security for anyof 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 construedaccordingly;

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

“**wholly-owned Subsidiary**” of a company shall be construed as areference to any company which has no other members except that other companyand that other company’s wholly-owned 

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Subsidiaries or nominees forthat other company or its wholly-owned Subsidiaries; and

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

## **1.4****                               Currency**

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

## **1.5****                               Statutes**

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

## **1.6****                               Time**

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

## **1.7****                               Referencesto Agreements**

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

### **(a)****                                 **suchagreement or document as amended, varied, novated or supplemented from time totime;

### **(b)****                                 **anyother agreement or document whereby such agreement or document is so amended,varied, supplemented or novated; and

### **(c)****                                 **anyother agreement or document entered into pursuant to or in accordance with anysuch agreement or document.

## **1.8****                               DocumentaryCredits**

Any reference in thisAgreement to:

### **(a)****                                 **anamount borrowed includes any amount utilised by way of Documentary Credit;

### **(b)****                                 **aLender funding its participation in a Utilisation includes an IndemnifyingLender participating in a Documentary Credit;

### **(c)****                                 **amountsoutstanding under this Agreement include amounts outstanding under, or inrelation to, any Documentary Credit;

### **(d)****                                 **anoutstanding amount of a Documentary Credit at any time is the maximum amountthat is or may be payable by the L/C Bank in respect of that 

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### Documentary Credit at that time;

### **(e)****                                 **aBorrower “**repaying**” a Documentary Credit or anAncillary Facility utilised by way of performance bond means:

#### **(i)****                                   **thatBorrower providing cash cover for that Documentary Credit or performance bond;

#### **(ii)****                               **themaximum amount payable under the Documentary Credit or performance bond beingreduced in accordance with its terms or otherwise in a manner satisfactory tothe L/C or Ancillary Facility Lender, as the case be, in each case, actingreasonably; or

#### **(iii)****                           **theL/C Bank or Ancillary Facility Lender, as the case be, being satisfied that ithas no further liability under that Documentary Credit or performance bond,

and that the amount by whicha 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 relevantcash cover or reduction; and

### **(f)****                                   **aBorrower providing “**cash cover**”****for a Documentary Credit or an Ancillary Facility utilisedby way of performance bond means that Borrower paying an amount in the currencyof the Documentary Credit or performance bond to an interest-bearing account inthe name of that Borrower and the following conditions are met:

#### **(i)****                                   **theaccount is with the Facility Agent (if the cash cover is to be provided for allthe Indemnifying Lenders) or with an Indemnifying Lender or the L/C Bank or theAncillary Facility Lender (if the cash cover is to be provided for thatIndemnifying Lender or the L/C Bank or Ancillary Facility Lender, as the casemay be);

#### **(ii)****                               **inthe case of cash deposited as cash cover for a Documentary Credit, withdrawalsfrom the account may only be made to pay a Finance Party amounts due andpayable to it under this Agreement in respect of that Documentary Credit untilno amount is or may be outstanding under that Documentary Credit; and

#### **(iii)****                           **therelevant Borrower has executed a security document over that account, in formand substance satisfactory to the Facility Agent or the Finance Party withwhich that account is held, creating a first ranking security interest overthat account,

or on such other terms asmay be satisfactory to the Facility Agent, the relevant Indemnifying Lender,the relevant Ancillary Facility Lender or the L/C Bank.

## **1.9****                               HoldingCompany of Ultimate Parent**

If at any time the UltimateParent becomes the Subsidiary of any Holding Company as contemplated by, interalia, the definition of “Change of Control”, the provisions of Clause 26.3(*Acceding Holding Company*) shallapply and upon satisfaction of the provisions thereof, any references in theFinance Documents to “Ultimate Parent” shall thereafter be deemed to bereferences to such Holding Company

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## **1.10****                        NoPersonal Liability**

No personal liability shallattach to any director, officer or employee of any member of the Group for anyrepresentation or statement made by that member of the Group in a certificatesigned by such director, officer or employee.

# **2.****                                      THEFACILITIES**

## **2.1****                               TheFacilities**

The Lenders grant (or in thecase of paragraph (g) below, following delivery of a notice by the Companyand 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 theconditions of this Agreement:

### **(a)****                                 **tothe UK Borrowers, a term loan facility in a maximum amount of £3,350,000,000(the “**A Facility**”) which shall be availablein Sterling in two drawings;

### **(b)****                                 **toBaseball Cash Bidco, a term loan facility in a maximum amount of £175,000,000(the “**A1 Facility**”) which shall be availablein Sterling in a single drawing;

### **(c)****                                 **toBaseball Cash Bidco, a term loan facility in a maximum amount of £300,000,000(the “**B1 Facility**”) which shall be availablein Sterling in a single drawing;

### **(d)****                                 **tothe Company, a term loan facility in a maximum amount of £350,652,430.56 (the “**B2 Facility**”) which shall be available in Sterling;

### **(e)****                                 **tothe Company, a term loan facility in a maximum amount of €500,000,000 (the “**B3 Facility**”) which shall be available in euro;

### **(f)****                                   **tothe Company, a term loan facility in a maximum amount of $650,000,000 (the “**B4 Facility**”) which shall be available in Dollars;

### **(g)****                                **tothe Company, a term loan facility in a maximum amount of £590,000,000 (the “**B5 Facility**”) which shall be available in Sterling;

### **(h)****                                **toVMIH Sub Limited, a term loan facility in a maximum amount of £300,000,000 (the“**B6 Facility**”) which shall be availablein Sterling;

### **(i)****                                   **tothe Company, a term loan facility in a maximum amount of up to £300,000,000(the “**C Facility**”) which shall be availablefor utilisation in a single drawing during the C Facilty Availability Period inDollars and/or Sterling in such proportions as shall be agreed between theCompany and the C Facility Lenders;

### **(j)****                                   **tothe Borrowers (other than the US Borrower), a revolving loan facility in amaximum aggregate amount of £100,000,000 (the “**RevolvingFacility**”) which shall be available for drawing in euro, Dollars,Sterling or any Optional Currency subject to the utilisation in full of the AFacility.

## **2.2****                               Novationof B4 Facility**

### Subject to theprovisions of Clause 37.3 (*Assignmentsor Transfers by Lenders*), the Facility Agent may on not less than2 Business Days prior notice, require the Company to (and the Companyshall promptly thereafter) transfer by way of novation and in form satisfactoryto the Facility Agent, some or all of its obligations under the B4 Facility tothe US Borrower, 

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### whereupon suchUS Borrower shall become the primary obligor in respect of suchobligations as if it had been the original Borrower thereof.

## **2.3****                               Purpose**

### **(a)****                                 **TheA Facility shall be applied towards financing:

#### **(i)****                                   **therepayment in full of all amounts due and payable under the Existing CreditFacilities (including in each case without limitation, by way of principal,interest, break costs, fees and expenses, commission and any other premiums);and

#### **(ii)****                               **anyfees, costs and expenses due and payable under the Finance Documents and anyother fees, costs and expenses incurred by the Obligors in connection with thenegotiation and preparation of the Finance Documents,

provided that, for theavoidance of doubt, no portion of the A Facility (or proceeds therefrom) may beused to finance any part of the purchase price payable for the Merger or anyrelated fees, costs and expenses incurred therein.

### **(b)****                                 **TheB2 Facility, B3 Facility and B4 Facility shall be applied towards the repaymentof the Bridge Facility, through a series of transactions as more particularlydescribed in the Steps Paper.

### **(c)****                                 **TheB5 Facility and B6 Facility shall be applied towards the prepayment of:

#### **(i)****                                   **theA Facility Outstandings and the A1 Facility Outstandings; and

#### **(ii)****                               **theB1 Facility Outstandings, B2 Facility Outstandings, B3 Facility Outstandingsand/or B4 Facility Outstandings *pro rata*,to the extent any B1 Facility Lenders, B2 Facility Lenders, B3 Facility Lendersor B4 Facility Lenders have not previously waived their right to receive their *pro rata* share of such prepayment and haveelected to receive such prepayment pursuant to paragraph (c) of Clause 11.3 (*Application of Prepayments*),

#### in each casein accordance with the terms of the Fourth Amendment Letter and together withany fees, costs and expenses incurred by the Obligors in connection with theamendments and waivers required to be made to this Agreement pursuant to theFourth Amendment Letter.

### **(d)****                                 **TheA1 Facility and the B1 Facility shall be applied towards financing orrefinancing:

#### **(i)****                                   **firstly,the entire cash consideration payable by Baseball Cash Bidco in respect of theBaseball Shares to be acquired by the Baseball Bidcos pursuant to the BaseballScheme and any payments to holders of options in respect of the Baseball Shareswho exercise or surrender their options in connection with the Baseball Scheme;

#### **(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) dueand payable by or on behalf of the Baseball Bidcos in connection with the BaseballScheme including all stamp, registration or similar taxes thereon; and

#### **(iii)****                           **thirdly,after payment in full of the amounts specified in sub-paragraph (ii)

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#### above, therepayment or reimbursement of amounts applied towards the repayment in full ofall amounts due and payable under the Existing Baseball Facilities (includingin each case without limitation, by way of principal, interest, break costs,fees and expenses, commission and any other premiums) on or after the BaseballEffective Date.

### **(e)****                                 **TheC Facility shall be applied, together with any New High Yield Notes issuedpursuant to an Option B Alternative Bridge Facility Refinancing, for thepurpose of refinancing the Alternative Bridge Facility in full.

### **(f)****                                   **TheRevolving Facility shall be applied for the purposes of financing the ongoingworking capital requirements and the general corporate purposes of the BankGroup and may be utilised by way of Revolving Facility Advances, DocumentaryCredits or, subject to the provisions of Clause 6 (*Ancillary Facilities*), AncillaryFacilities.

### **(g)****                                **EachBorrower shall apply all amounts borrowed under this Agreement in or towardssatisfaction of the purposes referred to in paragraphs (a) to (f) (asapplicable) and none of the Finance Parties shall be obliged to concernthemselves with such application.

## **2.4****                               SeveralObligations**

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

## **2.5****                               SeveralRights**

The rights of each FinanceParty are several and any debt arising under this Agreement at any time from anObligor to any Finance Party to this Agreement shall be a separate andindependent debt.  Each Finance Partymay, except as otherwise stated in this Agreement, separately enforce itsrights under this Agreement.

## **2.6****                               AlternativeBridge Facility Refinancing**

### **(a)****                                 **TheCompany may, at any time after the Second Amendment Effective Date elect byprior written notice to the Facility Agent to refinance the Alternative BridgeFacility (in whole but not in part) from the proceeds of either an Option AAlternative Bridge Facility Refinancing or an Option B Alternative BridgeFacility Refinancing, such notice to specify the proposed date for suchrefinancing, being a date falling not less than 3 Business Days after the dateof the notice.

### **(b)****                                 **Inthe event that the Company elects to proceed with an Option B AlternativeBridge Facility Refinancing pursuant to paragraph (a) above, one or morepersons intending to become a C Facility Lender for the purposes of this Agreementshall have delivered to the Facility Agent, a C Facility Lender Deed ofAccession on or prior to the time on which the Utilisation Request isdelivered, whereupon such person shall become a party to this Agreement andshall be entitled to the rights and be subject to the obligations of a CFacility Lender as if it had been an original party hereto in that capacity.

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## **2.7****                               Noobligations with respect to C Facility**

### For theavoidance of doubt, no Lender (other than a C Facility Lender) shall be obligedto commit or underwrite any amounts in respect of the C Facility and anycommitment or agreement to underwrite any part of the C Facility by any CFacility Lender from time to time, shall not oblige any other Lender to enterinto any similar commitment or agreement hereunder.

# **3.****                                      CONDITIONS**

## **3.1****                               VanillaConditions Precedent**

### **(a)****                                 **Theobligations of the Lenders to make the A Facility and the Revolving Facilityavailable shall be conditional upon the Facility Agent having confirmed to theCompany that it has received (or has waived in accordance with this Agreement,the requirement to receive) the documents listed in paragraphs 1 to 9 ofPart 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 Agentshall notify the Company and the Lenders promptly upon being so satisfied.

### **(b)****                                 **Theobligations of the Lenders to make the B2 Facility, B3 Facility and  B4 Facility available shall be conditionalupon 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 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 Lenderspromptly upon being so satisfied.

### **(c)****                                 **Theobligations of the Lenders to make the B5 Facility and B6 Facility availableshall be conditional upon the Facility Agent having confirmed to the Companythat it has received (or has waived in accordance with this Agreement, therequirement to receive) the documents listed in Part 8 of Schedule 4 (*Conditions Precedent to B5 Facility and B6 FacilityUtilisation*) and that each is satisfactory, in form and substance,to the Facility Agent, acting reasonably. The Facility Agent shall notify theCompany and the Lenders promptly upon being so satisfied.

### **(d)****                                 **Theobligations of the C Facility Lenders to make the C Facility available shall beconditional upon the Facility Agent having confirmed to the Company that it hasreceived (or has waived in accordance with this Agreement, the requirement toreceive) the documents listed in Part 7 of Schedule 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 CFacility Lenders promptly upon being so satisfied.

## **3.2****                               BaseballConditions Precedent**

The obligations of theLenders to make the A1 Facility and the B1 Facility available shall beconditional upon the Facility Agent having confirmed to Baseball Cash Bidcothat it has received (or has waived in accordance with this Agreement, therequirement to receive) the documents listed in Part 2 of Schedule 4 (*Conditions Precedent to First Baseball Utilisation*)and that each is satisfactory, in form and substance, to the Facility Agent,acting reasonably.  The Facility Agentshall notify Baseball Cash Bidco and the Lenders promptly upon being sosatisfied.

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## **3.3****                               VanillaConditions Subsequent**

The Company shall procure(and each relevant Obligor shall ensure) that:

### **(a)****                                 **immediatelyafter the first Utilisation, the Merger Sub and NTL shall have filed thecertification of merger with the Secretary of State of Delaware and theUltimate Parent shall have filed the charter amendment as set forth in Section2.01(b) of the Merger Agreement;

### **(b)****                                 **within30 days after the Merger Closing Date (or earlier, to the extent required byany time-limit prescribed by law) all Initial Security Documents shall havebeen registered or filed with all appropriate authorities to the extentnecessary for the purposes of perfecting the Security created thereunder;

### **(c)****                                 **within30 days after the Merger Closing Date, there shall have been delivered to theFacility 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, actingreasonably; and

### **(d)****                                 **usingits best endeavours, within 90 days of the Structuring Date, such members ofthe TCN Group that are Guarantors at such time, shall take all reasonableaction to produce and deliver all necessary Whitewash Documents to ensure thatthe extent of its guarantee provided under Clause 29 (*Guarantee and Indemnity*) may be extendedto include any sums payable in respect of the B2 Facility, B3 Facility and B4Facility without breaching and having satisfied the provisions of Sections 151to 158 of the Act.

The Facility Agent shallnotify the Company and the Lenders promptly upon being so satisfied.

## **3.4****                               BaseballConditions Subsequent**

The Baseball Cash Bidcoshall procure (and the Company shall ensure) that as soon as reasonablypracticable and in any event within 90 days of the Baseball Effective Date suchmembers of the Baseball Group as shall be necessary to ensure that the 80%Security Test (after giving effect to the Baseball Acquisition) is satisfied, shallhave acceded to this Agreement as Acceding Guarantors and provided allnecessary documentation required to be delivered pursuant to the provisions ofClause 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, actingreasonably.  The Facility Agent shallnotify the Company and the Lenders promptly upon being so satisfied.

## **3.5****                               VanillaCertain Funds Period**

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

### **(a)****                                 **exerciseany rights of rescission, termination, cancellation, set-off or counterclaim;

### **(b)****                                 **exerciseany remedy under Clause 27 (*Events ofDefault*) or any other remedy in connection with a Finance Document;

### **(c)****                                 **invokeany right or discretion for which provision is made in this Agreement requiringany prepayment or repayment of any A Facility Advance, any Revolving FacilityAdvance or any Documentary Credit; or

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### **(d)****                                 **refuseto make available any A Facility Advance for the purposes set out inparagraph (a) of Clause 2.3 (*Purpose*),

unless either:

#### **(i)****                                   **theconditions precedent to first Utilisation required by Clause 3.1 (*Vanilla Conditions Precedent*) are notsatisfied or waived or a Borrower fails to deliver a Utilisation Request inrespect of such Utilisation; or

#### **(ii)****                               **aVanilla Drawstop Default has occurred and is continuing,

provided that any mattercontained 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 andwhich remains outstanding upon the expiry of the Vanilla Certain Funds Period.

## **3.6****                               BaseballCertain Funds Period**

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

### **(a)****                                 **havethe right to prevent or limit the making of any drawdown under the A1 Facilityand the B1 Facility, whether by cancellation, rescission or termination of theA1 Facility and the B1 Facility or otherwise (including by invoking anyconditions precedent other than in accordance with Clause 3.2 (*Baseball Conditions Precedent*) or byinvoking the provisions of Clause 15.1 (*MarketDisruption*);

### **(b)****                                 **makeor enforce any claims that it may have under the Finance Documents if theeffect of such claim or enforcement would prevent or limit the making of anydrawdown under the A1 Facility and the B1 Facility;

### **(c)****                                 **exerciseany right of set-off, counterclaim or similar right or remedy if to do so wouldprevent or limit the making of any drawdown under the A1 Facility and the B1Facility; or

### **(d)****                                 **cancelor declare the A1 Facility and/or the B1 Facility due and payable or payable ondemand,

unless either:

#### **(i)****                                   **theconditions precedent to first Utilisation required by Clause 3.2 (*Baseball Conditions Precedent*) are notsatisfied or waived or a Borrower fails to deliver a Utilisation Request inrespect of such Utilisation;

#### **(ii)****                               **aBaseball Drawstop Default has occurred and is continuing; or

#### **(iii)****                           **itis unlawful for such Lender to make any A1 Facility Advance and B1 FacilityAdvance,

provided that any mattercontained 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 andwhich remains outstanding upon the expiry of the Baseball Certain Funds Period.

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# **4.****                                      UTILISATION**

## **4.1****                               Conditionsto Utilisation**

Save as otherwise providedin this Agreement, an Advance will be made by the Lenders to a Borrower or aDocumentary Credit will be issued by an L/C Bank at a Borrower’s (other thanthe US Borrower’s) request if:

### **(a)****                                 **inthe case of an Advance, the Facility Agent has received from such Borrower aduly completed Utilisation Request in the relevant form, and in the case of aDocumentary Credit, both the Facility Agent and the L/C Bank have received froma Borrower (other than the US Borrower) a duly completed Utilisation Request inthe relevant form, in each case, no earlier than the day which is 10 BusinessDays and no later than 2:00 p.m. on the day which is 3 Business Days (orin the case of any Documentary Credit which is not or will not be in the formof Schedule 12 (*Form of Documentary Credit*),no later than 2:00 p.m. on the day which is 5 Business Days) prior to theproposed Utilisation Date for such Advance or Documentary Credit, receipt ofwhich shall oblige such Borrower to utilise the amount requested on theUtilisation Date stated therein upon the terms and subject to the conditionscontained in this Agreement;

### **(b)****                                 **theproposed Utilisation Date is a Business Day for the proposed currency of theAdvance or Documentary Credit, as the case may be, which is or precedes therelevant Termination Date;

### **(c)****                                 **inthe case of a Utilisation by way of Term Facility Advance, such Utilisationwould result in the maximum principal amount of the Term Facility Advance beingutilised, or in the case of a Utilisation by way of a Revolving FacilityAdvance, such Utilisation occurs on or after the maximum principal amount ofthe Term Facility being utilised and, the proposed Sterling Amount of suchRevolving Facility Advance is (i) equal to the amount of the AvailableRevolving Facility Commitment at such time, or (ii) less than such amount butequal to a minimum of £5 million, or an integral multiple of £1 million;

### **(d)****                                 **inthe case of a Utilisation by way of Documentary Credit, the proposed SterlingAmount of such Documentary Credit is (i) equal to the amount of the AvailableRevolving Facility or (ii) less than such amount but equal to or more than£1****million or such lesser amount as theL/C Bank may agree;

### **(e)****                                 **inthe case of a Utilisation by way of a Revolving Facility Advance, immediatelyafter the making of such Advance there will be no more than 10 RevolvingFacility Advances then outstanding;

### **(f)****                                   **inthe case of a Utilisation by way of a Documentary Credit, the proposed Term ofthe Documentary Credit ends on or before the Termination Date in respect of theRevolving Facility;

### **(g)****                                **inthe case of a Utilisation by way of a Revolving Facility Advance, the proposedTerm of such Advance is a period of 1, 2, 3 or 6 months or such other period ofup to 12 months as all the Lenders having a Revolving Facility Commitment mayagree prior to submission of the relevant Utilisation Request, and ends on orbefore the Final Maturity Date in respect of the Revolving Facility providedthat, save as the Bookrunners may otherwise agree, prior to the SyndicationDate, the Term of each Revolving Facility Advance shall be 1 month (or, ifless, such duration as is necessary to ensure that such Term ends on theSyndication Date);

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### **(h)****                                **inthe 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)****                                   **inthe case of a Utilisation by way of a Documentary Credit which is  not substantially in the form set out inSchedule 12 (*Form of Documentary Credit*),the L/C Bank shall have approved the terms of such Documentary Credit (actingreasonably); and

### **(j)****                                   **inthe case of any Utilisation, on the date of the Utilisation Request, the dateof any Conversion Notice and the proposed Utilisation Date:

#### **(i)****                                   **inthe case of a Rollover Advance or a Documentary Credit which is being renewedpursuant to Clause 5.2 (*Renewal ofDocumentary Credits*), the Facility Agent shall not have receivedinstructions from a Revolving Facility Instructing Group requiring the FacilityAgent to refuse such rollover or renewal of a Documentary Credit by reason ofan Event of Default having occurred which is continuing or would result fromthe proposed Rollover Advance or the renewal of that Documentary Credit; or

#### **(ii)****                               **inthe case of any Utilisation other than that referred to insub-paragraph (i):

**(A)**                               in the case ofthe first Utilisation of any Facility, subject to the provisions ofClause 3.5 (*Vanilla**Certain Funds Period*), all representationsset out in Clause 21 (*Representationsand Warranties*) made by each of the persons identified as makingthose representations are true in all material respects by reference to thecircumstances then existing and no Default is continuing or would result fromthe proposed Utilisation;

**(B)**                            in the case of anyUtilisation under the A1 Facility and B1 Facility, subject to the provisions ofClause 3.6 (*Baseball Certain FundsPeriod*), the Repeating Representations made by the personsidentified as making those representations are true in all material respects byreference to the circumstances then existing and no Default is continuing orwould result from the proposed Utilisation;

**(C)****                              **in the case of anyUtilisation under the B2 Facility, B3 Facility, B4 Facility, B5 Facility and B6Facility, the Repeating Representations made by the persons identified asmaking those representations are true in all material respects by reference tothe circumstances then existing and no Default is continuing or would resultfrom the proposed Utilisation; or

**(D)****                              **in the case of anyUtilisation under the C Facility, the Repeating Representations made by thepersons identified as making those representations are true in all materialrespects by reference to the circumstances then existing and no Default iscontinuing or would result from the proposed Utilisation.

## **4.2****                               Lenders’Participations**

Each Lender will participatethrough its Facility Office in each Advance made pursuant to Clause 4.1 (*Conditions to Utilisation*) in itsrespective Proportion.

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# **5.****                                      DOCUMENTARYCREDITS**

## **5.1****                               Issueof Documentary Credits**

### **(a)****                                 **EachL/C Bank shall issue Documentary Credits pursuant to Clause 4.1 (*Conditions to Utilisation*) by:

#### **(i)****                                   **completingthe issue date and the proposed Expiry Date of any Documentary Credit to beissued by it; and

#### **(ii)****                               **executingand delivering such Documentary Credit to the relevant Beneficiary on therelevant Utilisation Date.

### **(b)****                                 **EachLender having a Revolving Facility Commitment (an “**IndemnifyingLender**”) will participate by way of indemnity in each DocumentaryCredit in an amount equal to its L/C Proportion.

### **(c)****                                 **TheFacility Agent shall notify each Indemnifying Lender and the L/C Bank of thedetails of any requested Documentary Credit (including the Sterling Amount ofit, and, if such Documentary Credit is not to be denominated in Sterling, therelevant currency in which it will be denominated and the amount of it) and itsparticipation in that Documentary Credit.

## **5.2****                               Renewalof Documentary Credits**

### **(a)****                                 **EachBorrower (other than the US Borrower) may request that a Documentary Creditissued on its behalf be renewed by delivering to the Facility Agent and the L/CBank a Renewal Request which complies with Clause 4.1 (*Conditions to Utilisation*).

### **(b)****                                 **Theterms of each renewed Documentary Credit shall be the same as those of therelevant Documentary Credit immediately prior to its renewal, except that (asstated in the Renewal Request therefor):

#### **(i)****                                   **itsamount may be less than the amount of such Documentary Credit immediately priorto its renewal; and

#### **(ii)****                               **itsTerm shall start on the date which was the Expiry Date of that DocumentaryCredit immediately prior to its renewal, and shall end on the proposed ExpiryDate specified in the Renewal Request.

### **(c)****                                 **Ifthe conditions set out in this Clause 5.2 have been met, the L/C Bankshall amend and re-issue the relevant Documentary Credit pursuant to a RenewalRequest.

## **5.3****                               Revaluationof Documentary Credits**

### **(a)****                                 **Ifany Documentary Credit is denominated in a currency other than Sterling and hasa Term of more than 6 months, the Facility Agent shall on each Quarter Datefalling on 31 March and 30 September recalculate the Sterling Amount ofthat Documentary Credit by notionally converting into the relevant currency,the outstanding amount of that Documentary Credit on the basis of the FacilityAgent’s Spot Rate of Exchange on the date of calculation.

### **(b)****                                 **Therelevant  Borrower shall, if requested bythe Facility Agent within 2 days of any calculation under paragraph (a)above, ensure that within 3 Business Days sufficient Revolving FacilityOutstandings are repaid (subject to Break Costs, if applicable, but 

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### otherwisewithout penalty or premium which might otherwise be payable) to prevent theSterling Amount of the Revolving Facility Outstandings exceeding the aggregateamount of all of the Revolving Facility Commitments adjusted to reflect anycancellations or reductions, following any adjustment under paragraph (a)above.

## **5.4****                               ImmediatelyPayable**

If a Documentary Credit orany amount outstanding under a Documentary Credit is expressed to beimmediately payable, the relevant UK Borrower shall repay that amountimmediately.

## **5.5****                               Claimsunder a Documentary Credit**

### **(a)****                                 **Eachrelevant Borrower irrevocably and unconditionally authorises the L/C Bank topay any claim made or purporting to be made under a Documentary Creditrequested by it and which appears on its face to be in order (a “**claim**”).

### **(b)****                                 **Eachrelevant Borrower shall within 3 Business Days of a demand pay to the FacilityAgent for the L/C Bank an amount equal to the amount of any claim.

### **(c)****                                 **Eachrelevant Borrower acknowledges that the L/C Bank:

#### **(i)****                                   **isnot obliged to carry out any investigation or seek any confirmation from anyother person before paying a claim; and

#### **(ii)****                               **dealsin documents only and will not be concerned with the legality of a claim or anyunderlying transaction or any available set-off, counterclaim or other defenceof any person.

### **(d)****                                 **Theobligations of each relevant Borrower under this Clause 5.5 will not beaffected by:

#### **(i)****                                   **thesufficiency, accuracy or genuineness of any claim or any other document; or

#### **(ii)****                               **anyincapacity of, or limitation on the powers of, any person signing a claim orother document.

### **(e)****                                 **Withoutprejudice to any other matter contained in this Clause 5.5, the L/C Bankshall notify the relevant Borrowers as soon as reasonably practicable afterreceiving a claim.

## **5.6****                               DocumentaryCredit Indemnities**

### **(a)****                                 **Therelevant Borrower shall within 3 Business Days of demand indemnify the L/C Bankagainst any cost, loss or liability incurred by the L/C Bank (otherwise than byreason of the L/C Bank’s gross negligence or wilful misconduct) in acting asthe L/C Bank under any Documentary Credit requested by such Borrower providedthat this indemnity shall not take effect until the Merger Closing Date.

### **(b)****                                 **EachIndemnifying Lender shall (according to its L/C Proportion) promptly on demandindemnify the L/C Bank against any cost, loss or liability incurred by the L/CBank (otherwise than by reason of the L/C Bank’s gross negligence or wilfulmisconduct) in acting as the L/C Bank under any Documentary Credit (except tothe extent that the L/C Bank has been reimbursed by an Obligor pursuant to aFinance Document).

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### **(c)****                                 **Ifany Indemnifying Lender is not permitted (by its constitutional documents orany applicable Law) to comply with paragraph (b) above, then thatIndemnifying Lender will not be obliged to comply with paragraph (b) andshall instead be deemed to have taken, on the date the relevant DocumentaryCredit is issued (or if later, on the date that Indemnifying Lender’sparticipation in the Documentary Credit is transferred or assigned to thatIndemnifying Lender in accordance with the terms of this Agreement), anundivided interest and participation in the Documentary Credit in an amountequal 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 ofthe L/C Bank) an amount equal to its L/C Proportion of the amount demandedunder paragraph (b) above.

### **(d)****                                 **Therelevant Borrower shall within 3 Business Days of demand reimburse anyIndemnifying Lender for any payment it makes to the L/C Bank under thisClause 5.6 in respect of that Documentary Credit unless an Obligor hasalready reimbursed the L/C Bank in respect of that payment.

### **(e)****                                 **Theobligations of each Indemnifying Lender under this Clause 5.6 arecontinuing obligations and will extend to the ultimate balance of sums payableby that Indemnifying Lender in respect of any Documentary Credit, regardless ofany intermediate payment or discharge in whole or in part.

### **(f)****                                   **Theobligations of any Indemnifying Lender under this Clause 5.6 will not beaffected by any act, omission, matter or thing which, but for thisClause 5.6 would reduce, release or prejudice any of its obligations underthis Clause 5.6 (without limitation and whether or not known to it or anyother person) including:

#### **(i)****                                   **anytime, waiver or consent granted to, or composition with, any Obligor, anybeneficiary under a Documentary Credit or any other person;

#### **(ii)****                               **therelease of any Obligor or any other person under the terms of any compositionor arrangement with any creditor of any member of the Group;

#### **(iii)****                           **thetaking, variation, compromise, exchange, renewal or release of, or refusal orneglect to perfect, take up or enforce, any rights against, or security overassets of, any Obligor, any beneficiary under a Documentary Credit or any otherperson or any non-presentation or non-observance of any formality or otherrequirement in respect of any instrument or any failure to realise the fullvalue of any security;

#### **(iv)****                              **anyincapacity or lack of power, authority or legal personality of or dissolutionor change in the members or status of an Obligor, any beneficiary under aDocumentary Credit or any other person;

#### **(v)****                                  **anyamendment or restatement (however fundamental) or replacement of a FinanceDocument, any Documentary Credit or any other document or security;

#### **(vi)****                              **anyunenforceability, illegality or invalidity of any obligation of any personunder any Finance Document, any Documentary Credit or any other document orsecurity; or

#### **(vii)****                          **anyinsolvency or similar proceedings.

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## **5.7****                               Rightsof Contribution**

No Obligor will be entitledto any right of contribution or indemnity from any Finance Party in respect ofany payment it may make under this Clause 5 (*Documentary Credits*).

## **5.8****                               Roleof the L/C Bank**

### **(a)****                                 **Nothingin this Agreement constitutes the L/C Bank as a trustee or fiduciary of anyother person.

### **(b)****                                 **TheL/C Bank shall not be bound to account to any Lender for any sum or the profitelement of any sum received by it for its own account.

### **(c)****                                 **TheL/C Bank may accept deposits from, lend money to and generally engage in anykind of banking or other business with any member of the Group.

### **(d)****                                 **TheL/C Bank may rely on:

#### **(i)****                                   **anyrepresentation, notice of document believed by it to be genuine, correct andappropriately authorised; and

#### **(ii)****                               **anystatement made by a director, authorised signatory or employee of any personregarding any matters which may reasonably be assumed to be within hisknowledge or within his power to verify.

### **(e)****                                 **TheL/C Bank may engage, pay for and rely on the advice or services of any lawyers,accountants, surveyors or other experts.

### **(f)****                                   **TheL/C Bank may act in relation to the Finance Documents through its personnel andagents.

### **(g)****                                **TheL/C Bank is not responsible for:

#### **(i)****                                   **theadequacy, accuracy and/or completeness of any information (whether oral orwritten) supplied by the L/C Bank, the Facility Agent, the Mandated LeadArrangers, an Obligor or any other person given in or in connection with anyFinance Document; or

#### **(ii)****                               **thelegality, validity, effectiveness, adequacy or enforceability of any FinanceDocument or any other agreement, arrangement or document entered into, made orexecuted in anticipation of or in connection with any Finance Document.

## **5.9****                               Exclusionof Liability**

### **(a)****                                 **Withoutlimiting paragraph (b) below, the L/C Bank will not be liable for anyaction taken by it under or in connection with any Finance Document, unlessdirectly caused by its gross negligence or wilful misconduct.

### **(b)****                                 **NoFinance Party (other than the L/C Bank) may take any proceedings against anyofficer, employee or agent of the L/C Bank in respect of any claim it mighthave against the L/C Bank or in respect of any act or omission of any kind bythat officer, employee or agent in relation to any Finance Document.

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## **5.10****                        CreditAppraisal by the Indemnifying Lenders**

Without affecting theresponsibility of any Obligor for information supplied by it or on its behalfin connection with any Finance Document, each Indemnifying Lender confirms tothe L/C Bank that it has been, and will continue to be, solely responsible formaking its own independent appraisal and investigation of the risks arisingunder 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*).

## **5.11****                        Appointmentand Change of L/C Bank**

### **(a)****                                 **TheCompany, with the prior written consent of the relevant Lender, may designateany Lender with a Revolving Facility Commitment as an L/C Bank or as areplacement therefor, but not with respect to Documentary Credits alreadyissued by any other L/C Bank.

### **(b)****                                 **AnyLender so designated shall become an L/C Bank under this Agreement bydelivering to the Facility Agent an executed L/C Bank Accession Certificate.

### **(c)****                                 **AnL/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 orpotential 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/CBank shall not resign until a replacement L/C Bank is appointed.

# **6.****                                      ANCILLARYFACILITIES**

## **6.1****                               Utilisationof Ancillary Facilities**

### **(a)****                                 **EachBorrower (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 theRevolving Facility by delivery of a notice (a “**ConversionNotice**”) to the Facility Agent, request an Ancillary Facility to beestablished by the conversion of any Lender’s Available Revolving FacilityCommitment (or any part of it) into an Ancillary Facility Commitment witheffect from the date (in this Clause 6, the “**EffectiveDate**”) specified in the Conversion Notice (being a date not lessthan 3 Business Days after the date such Conversion Notice is received bythe Facility Agent).

### **(b)****                                 **EachConversion Notice shall specify:

#### **(i)****                                   **thenominated Ancillary Facility Lender;

#### **(ii)****                               **thetype of Ancillary Facility and the currency or currencies in which the relevantBorrower wishes such Ancillary Facility to be available;

#### **(iii)****                           **theproposed Sterling Amount of the original Ancillary Facility Commitment, beingan amount equal to (i) the Available Revolving Facility Commitment of thenominated Ancillary Facility Lender or, if less, (ii) equal to or more than £5million;

#### **(iv)****                              **thecommencement and expiry date for the relevant Ancillary Facility (such expirydate not to extend beyond the Final Maturity Date in respect of the RevolvingFacility);

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#### **(v)****                                  **ifthe Ancillary Facility is an overdraft facility comprising more than oneaccount its maximum gross amount (that amount being the “**DesignatedGross Amount**” and its maximum net amount (that amount being the “**Designated Net Amount**”;

#### **(vi)****                              **suchother details as to the nature, amount, fees for and operation of the proposedAncillary Facility as the Facility Agent and the nominated Ancillary FacilityLender may reasonably require.

### **(c)****                                 **TheFacility Agent shall promptly notify each of the Lenders having a RevolvingFacility Commitment of each Conversion Notice received pursuant toparagraph (a) above.

### **(d)****                                 **AnyLender nominated as an Ancillary Facility Lender which has notified theFacility Agent of its consent to such nomination shall be authorised to makethe proposed Ancillary Facility available in accordance with the ConversionNotice (as approved by the Facility Agent) with effect on and from theEffective Date.  No other Lender shall beobliged to consent to the nomination of the Ancillary Facility Lender.

### **(e)****                                 **Anymaterial variation from the terms of the Ancillary Facility or any proposedincrease or reduction of the Ancillary Facility Commitment shall be effected onand subject to the provisions of this Clause 6 *mutatis mutandis* as if such Ancillary Facility were newlyrequested, provided that the Sterling Amount of the Ancillary FacilityOutstandings under each Ancillary Facility shall at no time exceed the relatedAncillary Facility Commitment.

### **(f)****                                   **Eachrelevant Borrower may (subject to compliance with the applicable terms of therelevant Ancillary Facility) at any time by giving written notice to theFacility Agent and the relevant Ancillary Facility Lender cancel any AncillaryFacility Commitment pursuant to and in accordance with Clause 10.1 (*Voluntary Cancellation*), provided that onthe date of such cancellation, that part of such Ancillary Facility Commitmentas shall have been so cancelled shall be converted back into the RevolvingFacility Commitment of the relevant Lender unless the Revolving FacilityCommitments are also cancelled on such date.

### **(g)****                                **TheAncillary Facility Commitment of any Ancillary Facility Lender shall terminateand be cancelled on the date agreed therefor between the relevant AncillaryFacility Lender and the relevant Borrower, provided such date shall be no laterthan the Termination Date in respect of the Revolving Facility (the “**Ancillary Facility Termination Date**”).  Any Ancillary Facility Outstandings on theapplicable Ancillary Facility Termination Date shall be repaid in full by therelevant Borrower on such date.

### **(h)****                                **TheRevolving Facility Commitment of each Lender at any time shall be reduced bythe amount of any Ancillary Facility Commitment of such Lender at such time butshall, subject to any other provisions of this Agreement, automatically beincreased by the amount of any portion of its Ancillary Facility Commitmentwhich 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 ofsuch Ancillary Facility or is cancelled pursuant to paragraphs (f) or (g)above.

## **6.2****                               Operationof Ancillary Facilities**

### **(a)****                                 **Subjectto paragraph (b) below, the terms governing the operation of any AncillaryFacility (including the rate of interest (including default interest), fees,commission 

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### and otherremuneration in respect of such Ancillary Facility) shall be those determinedby agreement between the Ancillary Facility Lender and the relevant Borrower,provided that such terms shall be based upon the normal commercial terms andmarket rates of the relevant Ancillary Facility Lender.

### **(b)****                                 **Inthe case of any inconsistency or conflict between the terms of any AncillaryFacility, the applicable Ancillary Facility Documents and this Agreement, theterms and provisions of the applicable Ancillary Facility Document shallprevail unless the contrary intention is expressly provided for in thisAgreement.

### **(c)****                                 **Eachrelevant Borrower and Ancillary Facility Lender will promptly upon request bythe Facility Agent, supply the Facility Agent with such information relating tothe operation of each Ancillary Facility (including without limitation detailsof the Ancillary Facility Outstandings and the Sterling Amount thereof) as theFacility Agent may from time to time reasonably request (and each relevantBorrower consents to such documents and information being provided to theFacility Agent and the other Lenders).

## **6.3****                               AncillaryFacility Default**

### **(a)****                                 **Ifa default occurs under any Ancillary Facility, no Ancillary Facility Lender maydemand repayment of any monies or demand cash cover for any Ancillary FacilityOutstandings, or take any analogous action in respect of any AncillaryFacility, until the Acceleration Date.

### **(b)****                                 **Ifan Acceleration Date occurs, the claims of each Lender with a Revolving FacilityCommitment and each Ancillary Facility Lender in respect of amounts outstandingto them under the Revolving Facility and Ancillary Facilities respectivelyshall be adjusted in accordance with this Clause 6.3 by making allnecessary transfers of such portions of such claims such that following suchtransfers the Revolving Facility Outstandings and Ancillary FacilityOutstandings (together with the rights to receive interest, fees and charges inrelation thereto) of (i) each Lender with a Revolving Facility Commitment and(ii) each Ancillary Facility Lender, in each case as at the Acceleration Dateshall be an amount corresponding *pro rata*to the proportion that the sum of such Lender’s Revolving Facility Commitmentand/or (as the case may be) Ancillary Facility Commitment bears to the sum ofall of the Revolving Facility Commitments and the Ancillary Commitments, eachas at the Acceleration Date.

### **(c)****                                 **Nolater than the third Business Day following the Acceleration Date each of theAncillary Facility Lenders shall notify the Facility Agent in writing of theSterling Amount of its Ancillary Facility Outstandings as at the close ofbusiness on the Acceleration Date, such amount to take account of any clearingof debits which were entered into the clearing system of such AncillaryFacility Lenders prior to the Acceleration Date and any amounts credited to therelevant accounts prior to close of business on the Acceleration Date.

### **(d)****                                 **Onreceipt of the information referred to in paragraph (c) above, the FacilityAgent will promptly determine what adjustment payments (if any) are necessaryas between the Lenders participating in the Revolving Facility and eachAncillary Facility Lender in order to ensure that, following such adjustmentpayments, the requirements of paragraph (b) above are complied with.

### **(e)****                                 **TheFacility Agent will notify all the Lenders as soon as practicable of itsdeterminations pursuant to paragraph (d) above, giving details of theadjustment payments required to be made. Such adjustment payments shall be payable by the 

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### relevantLenders and shall be made to the Facility Agent within 3 Business Daysfollowing receipt of such notification from the Facility Agent.  The Facility Agent shall distribute theadjustment payments received, among the Ancillary Facility Lenders and theLenders participating in the Revolving Facility in order to satisfy therequirements of paragraph (b) above.

### **(f)****                                   **Ifat any time following the Acceleration Date, the amount of Revolving FacilityOutstandings of any Lender or Ancillary Facility Outstandings of any AncillaryFacility Lender used in the Facility Agent’s calculation of the adjustmentsrequired under paragraph (d) above should vary for any reason (other thanas a result of currency exchange fluctuation or other reason which affects allrelevant Lenders equally), further adjustment payments shall be made on thesame basis (*mutatis mutandis*)provided for in this Clause 6.3.

### **(g)****                                **Inrespect of any amount paid by any Lender (a “**PayingLender**”) pursuant to either of paragraphs (e) or (f) above, asbetween a relevant Borrower and the Paying Lender, the amount so paid shall beimmediately due and payable by such relevant Borrower to the Paying Lender andthe payment obligations of such relevant Borrower to the Lender(s) whichreceived such payment shall be treated as correspondingly reduced by the amountof such payment.

### **(h)****                                **EachLender shall promptly supply to the Facility Agent such information as theFacility Agent may from time to time request for the purpose of giving effectto this Clause 6.3.

### **(i)****                                   **Ifan Ancillary Facility Lender has the benefit of any Encumbrance securing any ofits Ancillary Facilities, the realisations from such security when enforcedwill be treated as an amount recovered by such Ancillary Facility Lender in itscapacity as a Lender which is subject to the sharing arrangements inClause 35 (*Sharing Among the FinanceParties*) to the intent that such realisation should benefit allLenders *pro rata*.

# **7.****                                      OPTIONALCURRENCIES**

## **7.1****                               Selectionof Currency**

Each relevant Borrower underthe Revolving Facility shall select the currency of a Revolving FacilityAdvance made to it (which shall be Sterling, Dollars, euro or an OptionalCurrency) in the Utilisation Request relating to the relevant RevolvingFacility Advance.

## **7.2****                               Unavailabilityof Optional Currency**

If before 10.00 a.m. on theQuotation Date for the relevant Revolving Facility Advance:

### **(a)****                                 **aLender notifies the Facility Agent that the relevant Optional Currency is notreadily available to it in the amount required; or

### **(b)****                                 **aLender notifies the Facility Agent that compliance with its obligation toparticipate in the Revolving Facility Advance in the proposed Optional Currencywould contravene a Law or regulation applicable to it,

the Facility Agent will promptlygive notice to the relevant Borrower to that effect.  In this event, any Lender that gives noticepursuant to this Clause 7.2 will be required to participate in therelevant Revolving Facility Advance in Sterling (in an amount equal to thatLender’s Proportion of the Sterling Amount of the relevant Revolving FacilityAdvance or, in respect of a Rollover Advance, an amount equal to that Lender’sProportion of the Sterling Amount 

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of any amount that theLenders are actually required to advance in accordance with Clause 8.2 (*Rollover Advances*)), and its participationwill be treated as a separate Advance denominated in Sterling during that Term.

# **8.****                                      REPAYMENTOF REVOLVING FACILITY OUTSTANDINGS**

## **8.1****                               Repaymentof Revolving Facility Advances**

Each relevant Borrower shall(subject to Clause 8.2 (*RolloverAdvances*)) repay the full amount of each Revolving Facility Advancedrawn by it on its Repayment Date.

## **8.2****                               RolloverAdvances**

Without prejudice to eachrelevant Borrower’s obligation to repay the full amount of each RevolvingFacility Advance made to it on the applicable Repayment Date, where, on thesame day on which such relevant Borrower is due to repay a Revolving FacilityAdvance (a “**Maturing Advance**”)such relevant Borrower has also requested that a Revolving Facility Advance inthe same currency as and in an amount which is equal to or less than theMaturing Advance be made to it (a “**RolloverAdvance**”), subject to the Lenders being obliged to make suchRollover Advance under Clause 4.1 (*Conditionsto Utilisation*), the amount to be so repaid and the amount to be sodrawn down shall be netted off against each other so that the amount which suchrelevant Borrower is actually required to repay on the applicable RepaymentDate shall be the net amount remaining after such netting off.

## **8.3****                               CashCollateralisation of Documentary Credits**

A relevant Borrower may givethe Facility Agent not less than 5 Business Days’ prior written notice of itsintention 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/CAmount in respect of such Documentary Credit is reduced in accordance with suchnotice by providing cash cover therefor in accordance with Clause 1.8 (*Documentary Credits*) (in each case,) or byreducing the Outstanding L/C Amount of such Documentary Credit or by cancellingsuch Documentary Credit and returning the original to the L/C Bank or theFacility Agent on behalf of the Lenders.

## **8.4****                               FinalRepayment**

The Company shall procurethat all amounts outstanding under the Revolving Facility shall be repaid infull on its Final Maturity Date.

# **9.****                                      REPAYMENTOF TERM FACILITY OUTSTANDINGS**

## **9.1****                               Repaymentof A Facility Outstandings and A1 Facility Outstandings**

The relevant Borrowers shallmake such repayments as may be necessary to ensure that on each of the datesset out in the table below (each a “**RepaymentDate**”) the aggregate Sterling Amount of the A Facility Outstandingsand A1 Facility Outstandings (as at the close of business in London on theMerger Closing Date or the Baseball Effective Date, as applicable) is reducedby an amount equal to the amount set out in the table below (each, an “**A Facility****Repayment Instalment**” or an “**A1Facility Repayment Instalment**” (as applicable)).

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| Repayment Date      | ** ** | **Amount Repayable**                                                                        |
|---------------------|------------|---------------------------------------------------------------------------------------------|
| ** **          | ** ** | **A Facility**                                                                              | ** ** | **A1 Facility** |
| 30 September 2007   |       | £225 million                                                                           |   | £12 million |
|                |       |                                                                                        |   |   |
| 31 March 2008       |       | £225 million                                                                           |   | £12 million |
|                |       |                                                                                        |   |   |
| 30 September 2008   |       | £225 million                                                                           |   | £12 million |
|                |       |                                                                                        |   |   |
| 31 March 2009       |       | £250 million                                                                           |   | £15 million |
|                |       |                                                                                        |   |   |
| 30 September 2009   |       | £450 million                                                                           |   | £25 million |
|                |       |                                                                                        |   |   |
| 31 March 2010       |       | £500 million                                                                           |   | £27 million |
|                |       |                                                                                        |   |   |
| 30 September 2010   |       | £550 million                                                                           |   | £30 million |
|                |       |                                                                                        |   |   |
| Final Maturity Date |       | £925 million                                                                           |   | £42 million |
|                |       |                                                                                        |   |   |
|                |       | or 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. |

 

## **9.2****                               NoReborrowing of A Facility Advances or A1 Facility Advances**

No Borrower may reborrow anypart of any A Facility Advance or the A1 Facility Advance which is repaid.

## **9.3****                               Repaymentof B1 Facility Outstandings, B2 Facility Outstandings, B3 FacilityOutstandings, B4 Facility Outstandings, B5 Facility Outstandings, B6 FacilityOutstandings and C Facility Outstandings**

The relevant Borrower shallrepay 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 Advancesin full in one instalment on the applicable Final Maturity Date.

# **10.****                               CANCELLATION**

## **10.1****                        VoluntaryCancellation**

The Company may, by givingto the Facility Agent not less than 3 Business Days’ prior written notice tothat effect (unless an Instructing Group has given its prior consent to ashorter period or, with respect to the A1 Facility or the B1 Facility, aBaseball 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 Facilityby a minimum amount of £5,000,000 and an integral multiple of £1,000,000) andany 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.

## **10.2****                        Notice ofCancellation**

Any notice of cancellationgiven by the Company pursuant to Clause 10.1 (*Voluntary Cancellation*) shall be irrevocable and shallspecify the date upon which such cancellation is to be made and the amount ofsuch cancellation.

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## **10.3****                        Cancellationof Available Commitments**

### **(a)****                                 **Oneach Termination Date any Available Commitments in respect of the Facility towhich such Termination Date relates shall automatically be cancelled and theCommitment of each Lender in relation to such Facility shall automatically bereduced to zero.

### **(b)****                                 **NoAvailable Commitments which have been cancelled hereunder may thereafter bereinstated.

# **11.****                               VOLUNTARYPREPAYMENT**

## **11.1****                        VoluntaryPrepayment**

### **(a)****                                 **AnyBorrower 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 thecase of an A1 Facility Advance or a B1 Facility Advance, a Baseball InstructingGroup, has given its prior consent to a shorter period):

#### **(i)****                                   **repaythe A Facility Advance or A1 Facility Advance (as applicable) drawn by it inwhole or in part (but if in part, in an amount that reduces the Sterling Amountof the A Facility Advance or A1 Facility Advance (as applicable) by a minimumamount of £5,000,000 and an integral multiple of £1,000,000) together withaccrued interest on the amount repaid without premium or penalty but subject tothe payment of any Break Costs (if applicable); and

#### **(ii)****                               **repaythe B1 Facility Advance, the B2 Facility Advance, the B3 Facility Advance, theB4 Facility Advance, the B5 Facility Advance and the B6 Facility Advance drawnby it in whole or in part (but if in part, in an amount that reduces theSterling Amount of the B1 Facility Advance, the B2 Facility Advance, the B3Facility Advance, the B4 Facility Advance, the B5 Facility Advance and the B6Facility 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 withoutpremium or penalty but subject to the payment of any Break Costs (ifapplicable) and subject to a 1.00% prepayment premium payable on the principalamount being repaid during the first 18 months from the Merger Closing Date (orthe Structuring Date, whichever is later).

### **(b)****                                 **Withoutprejudice to the provisions of paragraph (a) above, the Company may at itsoption, at any time on or prior to 31 December 2006, refinance the whole (butnot part only) of any A1 Facility Outstandings and B1 Facility Outstandingsfrom the proceeds of a Stand Alone Baseball Financing.

### **(c)         ****(i)**                                           TheCompany may by giving the Facility Agent not less than 5 Business Days’ priorwritten notice to that effect, prepay the whole or any part of the C FacilityAdvance (but if in part, in an amount that reduces the Sterling Amount of the CFacility 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 theapplicable Prepayment Premium.

#### **(ii)****                               **Ifthe Company prepays the whole or any part of the C Facility Advance, theCompany shall pay to the Facility Agent for the account of the C FacilityLenders the applicable Prepayment Premium (if any).

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“**Prepayment Premium**” means, in relation to any portion of the CFacility Advance which is prepaid:

**(A)**                               at any time onor prior to the second anniversary of the Utilisation Date in respect of the CFacility (the “**Designated Anniversary**”),an amount equal to the greater of (a) 1.0% of the aggregate principal amount ofsuch C Facility Advance at such time and (b) the excess (to the extentpositive) 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) anyinterest payments which would accrue on such C Facility Advance from such timeup to and including the Designated Anniversary (including accrued and unpaidinterest) computed using a discount rate equal to the Gilt Rate (in relation toC Facility Advances denominated in Sterling) or the Treasury Rate (in relationto C Facility Advances denominated in Dollars) in each case plus 50 basispoints over (ii) the aggregate principal amount of such C Facility Advance; or

**(B)**                               at any timeafter the Designated Anniversary, an amount equal to the percentage set out inthe table below opposite the applicable period during which the relevantprepayment is made and calculated on the principal amount of the C FacilityAdvance so prepaid.

| Period                                                                | ** ** | **Percentage** | ** ** |
|-----------------------------------------------------------------------|------------|----------------|------------|
|                                                                  |       |           |       |
| First 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%             |       |

##  

## **11.2****                        Right ofPrepayment and Cancellation in relation to a single Lender**

If any sum payable to anyLender by an Obligor is required to be increased under Clause 17.1 (*Tax Gross-up*) or a Lender claimsindemnification from a Borrower under the provisions of Clause 17.3 (*Tax Indemnity*) or Clause 18.1 (*Increased Costs*) that Borrower may electby providing, at least 5 Business Days’ prior notice of its intention torepay or to cause to be repaid such Lender’s share of the Outstandings to theFacility Agent, to repay such Lender’s share of the Outstandings on a non-prorata basis and immediately to cancel any Commitments then outstanding of suchLender.  In such event, such Borrowershall procure that, on the last day of each of the then current InterestPeriods or Terms (as the case may be) such Lender’s portion of each Advance towhich each such Interest Period or Term relates is repaid and if the relevantLender is also an L/C Bank, such Borrower shall procure that the relevantOutstanding L/C Amount(s) are reduced to zero and if the relevant Lender isalso an Ancillary Facility Lender, such Borrower shall repay the relevantAncillary Facility Outstandings in full.

## **11.3****                        Applicationof Repayments**

### **(a)****                                 **Tothe 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 beapplied at the end of the Interest Period or Term current at the time ofreceipt of such proceeds subject to paragraph (c) below, firstly, inrepayment of the Term Facility Outstandings (other than the C FacilityOutstandings) *pro rata* to theaggregate amount of A Facility Outstandings, A1 Facility Outstandings, B1Facility Outstandings, B2 Facility Outstandings, B3 Facility Outstandings, B4Facility Outstandings, B5 Facility Outstandings and B6 Facility Outstandings onthe date of such repayment until all A Facility Outstandings, all A1 FacilityOutstandings,

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### all B1Facility Outstandings, all B2 Facility Outstandings, all B3 FacilityOutstandings, all B4 Facility Outstandings, all B5 Facility Outstandings andall B6 Facility Outstandings have been repaid in full, secondly, in repaymentof the C Facility Outstandings and, thirdly, in repayment of Revolving FacilityOutstandings on the date of such repayment.

### **(b)****                                 **Anyrepayment of A Facility Outstandings or the A1 Facility Outstandings (asapplicable) made pursuant to paragraph (a) shall either:

#### **(i)****                                   **reduceeach of the remaining Repayment Instalments for the A Facility or the A1Facility (as applicable) on a *pro rata*basis; or

#### **(ii)****                               **atthe election of the Company made on or prior to the date upon which suchrepayment of the A Facility Outstandings or the A1 Facility Outstandings ismade pursuant to paragraph (a) above, repay the immediately succeedingfour Repayment Instalments for the A Facility and/or the A1 Facility inchronological order of maturity, and thereafter in respect of any excess,reduce each of the remaining Repayment Instalments for the A Facility or the A1Facility on a *pro rata* basis.

### **(c)****                                 **Withoutprejudice to the provisions of paragraph (a) above, any Lender under theB1 Facility (a “**B1 Facility Lender**”), the B2Facility (a “**B2 Facility Lender**”), the B3Facility (a “**B3 Facility Lender**”), the B4Facility (a “**B4 Facility Lender**”), the B5Facility (a “**B5 Facility Lender**”) or the B6 Facility(a “**B6 Facility Lender**”), may at its solediscretion during the first 18 months from the Merger Closing Date (or theStructuring Date, whichever is later) (other than in the case of a prepaymentin 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 noticeof prepayment, notify the Facility Agent within 3 Business Days after receiptof such notice that it elects to receive its share of the prepayment of the B1Facility Outstandings, the B2 Facility Outstandings, the B3 FacilityOutstandings, the B4 Facility Outstandings, the B5 Facility Outstandings or theB6 Facility Outstandings, as applicable, to be made pursuant toparagraph (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 Lenderor B6 Facility Lender, as applicable, shall instead be applied in prepayment tothe Lenders of the A Facility, the A1 Facility and any accepting B1 FacilityLenders, any accepting B2 Facility Lenders, any accepting B3 Facility Lenders,any accepting B4 Facility Lenders, any accepting B5 Facility Lenders or anyaccepting B6 Facility Lenders, as applicable, on a *pro rata* basis.

### **(d)****                                 **Withoutprejudice to the provisions of paragraph (a) above, any C Facility Lendermay at its sole discretion at any prior to the fourth anniversary of theUtilisation Date in respect of the C Facility Advance (other than in the caseof a prepayment in full of the C Facility) notify the Facility Agent at least 3Business Days in advance that it does not wish to receive its share of theprepayment of the C Facility Outstandings to be made pursuant toparagraph (a), at the time such prepayment is to be made.  In the event of such notification, the amountwhich would have been applied in prepaying such C Facility Lender shall insteadbe applied in prepayment of any non-declining C Facility Lenders on a *pro rata* basis, and thereafter, inprepayment of the Revolving Facility Outstandings in accordance withparagraph (e) below.

### **(e)****                                 **Anyrepayment of any Revolving Facility Outstandings under this Agreement shall beapplied first against Revolving Facility Advances and when all RevolvingFacility Advances have been repaid in full, to provide cash collateral inrespect of any

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### OutstandingL/C Amounts.

## **11.4****                        Releasefrom Obligation to make Advances**

A Lender for whose account arepayment 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 inthe making of Advances (including Revolving Facility Advances) or in the issueor counter-guarantee in respect of Documentary Credits or in the provision ofAncillary Facilities on or after the date upon which the Facility Agentreceives the relevant notice of intention to repay such Lender’s share of theOutstandings, on which date all of such Lender’s Available Commitments shall becancelled and all of its Commitments shall be reduced to zero.

## **11.5****                        Notice ofRepayment**

Any notice of repaymentgiven 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 bemade and the amount of such repayment and shall oblige that Borrower to makesuch repayment on such date.

## **11.6****                        Restrictionson Repayment**

No Borrower may repay all orany part of any Advance  (including, atany time, a Revolving Facility Advance) except at the times and in the mannerexpressly provided for in this Agreement.

## **11.7****                        Cancellationupon Repayment**

No amount repaid under thisAgreement may subsequently be reborrowed other than any amount of a RevolvingFacility 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 priorto the Final Maturity Date in respect of the Revolving Facility and upon anyrepayment (other than in respect of a Revolving Facility Advance, as aforesaid)the availability of the relevant Facility shall be reduced by an amountcorresponding to the amount of such repayment and the Available Commitment ofeach Lender in relation to that Facility shall be cancelled in an amount equalto such Lender’s Proportion of the amount repaid.  For the avoidance of doubt, unless expresslyagreed to the contrary in the relevant Ancillary Facility Documents, thisClause 11.7 shall not apply to any Ancillary Facility.

# **12.****                               MANDATORYPREPAYMENT AND CANCELLATION**

## **12.1****                        Change ofControl**

If a Change of Controloccurs, all of the Available Commitments shall immediately be cancelled, theCommitments of each Lender in respect of each Facility shall be reduced to zeroand the Company shall procure that the Outstandings are immediately repaid infull together with unpaid interest accrued thereon and together with theapplicable 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 otherprovision of this Agreement.

## **12.2****                        Repaymentfrom Net Proceeds**

### **(a)****                                 **TheCompany shall procure that, subject to paragraph (b) below or unless theFacility Agent (acting on the instructions of an Instructing Group) otherwiseagrees, an

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### amount equalto the Net Proceeds received:

#### **(i)****                                   **byany member of the Bank Group in respect of any Disposal of such member’s assetsor business in aggregate in excess of £35 million (or its equivalent in othercurrencies) in any financial year of the Company; or

#### **(ii)****                               **byany member of the Bank Group in respect of any insurance policy in aggregateexceeding £15 million (or its equivalent in other currencies) in any financialyear of the Company,

is applied in or towardsrepayment of the Outstandings in accordance with Clause 11.3 (*Application of Repayments*) at the end ofthe Interest Period next ending on or after the 10th Business Dayfollowing the date of receipt of such Net Proceeds.

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

#### **(i)****                                   **froma Disposal where such Net Proceeds are used for the acquisition of orreinvestment in assets used or useful in the Group Business or in a businesswhose primary operations are directly related to the Group Business or areapplied towards capital expenditure of the Bank Group, in each case, within 12months of the date of the receipt of such Net Proceeds and to the extent nototherwise restricted by the provisions of this Agreement;

#### **(ii)****                               **fromany Disposal permitted under Clause 25.6 (*Disposals*)other than in relation to Disposals permitted under paragraphs (b) (withrespect to surplus assets only and where the Net Proceeds of such Disposal, ora series of Disposals forming part of the same transaction exceeds £5,000,000),(j), (k), (o)(ii), (p), (q), (s) and (w);

#### **(iii)****                           **fromany insurance recovery, where the Net Proceeds arising out of the same are tobe applied within 12 months of receipt in replacing, reinstating or repairingthe relevant damaged or destroyed assets or in refinancing any expenditureincurred in the replacement, reinstatement and/or repair of such assets or forthe acquisition of or reinvestment in assets acquired for use in the GroupBusiness or in a business whose primary operations are directly related to theGroup Business for application towards capital expenditure; or

#### **(iv)****                              **fromany Content Transaction which shall instead be applied as follows:

**(A)**                               the first £200million shall be retained by the Bank Group and, provided that no Event ofDefault has occurred or would arise as a result of such payment, may be appliedtowards the making of Permitted Payments; 

**(B)****                              **a percentage of theremainder shall be applied in mandatory prepayment of the Term Facilities, suchpercentage being determined in accordance with the Leverage Ratio as at thetime of such Disposal, in accordance with the following table:

| Leverage Ratio                                 | ** ** | **Percentage** | ** ** |
|-----------------------------------------------------|------------|----------------|------------|
|                                                |       |           |       |
| Greater than 4.0:1                                  |       | 50             | %          |
|                                                |       |           |       |
| Greater than  3.0:1 but less than or equal to 4.0:1 |       | 25             | %          |
|                                                |       |           |       |
| Less than or equal to  3.0 : 1                      |       | 0              | %          |

** **

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**(C)**                               any Net Proceeds which arenot distributed in accordance with (A) above or required to be applied inmandatory prepayment in accordance with (B) above, shall be retained within theBank Group,

provided that to the extentthat any Net Proceeds are not applied in accordance withsub-paragraphs (i) or (iii) above (as applicable) within the applicabletime periods specified such amounts shall, subject to Clause 12.3 (*Blocked Accounts*), be applied in ortowards repayment of Outstandings in accordance with Clause 11.3 (*Application of Repayments*).

## **12.3****                        BlockedAccounts**

### **(a)****                                 **Inrelation to any amount in excess of £30 million of Net Proceeds referred to inparagraphs (b)(i) and (b)(iii) of Clause 12.2 (*Repayment from Net Proceeds*), and anyamount of Equity Proceeds contributed to the Bank Group undersub-paragraph (b)(ii) of Clause 12.6 (*Repayment from Equity Proceeds*) pending the acquisition,reinvestment, replacement, reinstatement or repair or application towards anycapital expenditure, acquisition or investment as contemplated by suchprovisions, all such amounts shall be deposited in a Blocked Account.

### **(b)****                                 **Atthe election of the relevant Borrower, any amounts required to be prepaid underClause 12.2 (*Repayment from NetProceeds*), Clause 12.4 (*Repaymentfrom Excess Cash Flow*), Clause 12.5 (*Repayment from Debt Proceeds*) or Clause 12.6 (*Repayment from Equity Proceeds*) may bedeposited into a Blocked Account upon receipt thereof and applied by theFacility Agent in repayment of the Outstandings in accordance withClause 11.3 (*Application of Repayments*),at the end of the then applicable Interest Period.

### **(c)****                                 **Whilethere 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 theGroup or the Facility Agent except for:

#### **(i)****                                   **amountsto be applied (and which are then applied) in accordance withparagraph (a) above;

#### **(ii)****                               **amountsto be applied (and which are then applied) in accordance withparagraph (b) above; or

#### **(iii)****                           **followingthe Acceleration Date, applications by the Facility Agent of the whole or anypart of the sums standing to the credit of a Blocked Account in or towardspayment of any sums due and unpaid at any time from any Obligor under anyFinance Document.

## **12.4****                        Repaymentfrom Excess Cash Flow**

### **(a)****                                 **TheCompany shall ensure that, to the extent Excess Cash Flow exceeds £25 millionin any financial year (from and including the financial year ended 31 December2006) of the Company, subject to paragraphs (b) and (c) below, an amountequal to:

#### **(i)****                                   **50%of Excess Cash Flow in such financial year of the Company, in the event thatthe Compliance Certificate delivered pursuant to Clause 22.5 (*Compliance Certificates*) and the annualfinancial information delivered pursuant to Clause 22.1 (*Financial Statements*) demonstrate that theratio of

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#### ConsolidatedNet Debt as at the end of such financial year to Consolidated OperatingCashflow 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 thatthe Compliance Certificate delivered pursuant to Clause 22.5 (*Compliance Certificates*) and the annualfinancial information delivered pursuant to Clause 22.1 (*Financial Statements*) demonstrate that theratio of Consolidated Net Debt as at the end of such financial year toConsolidated Operating Cashflow for such financial year, is less than 4:1 butmore than or equal 3.0:1,

is, subject toparagraph (c) of Clause 12.3 (*BlockedAccounts*), applied in prepayment of Outstandings in accordance withClause 11.3 (*Application of Repayments*)within 10 Business Days of the filing by the Ultimate Parent of its auditedfinancial statements, provided that any such payment may be deferred by aperiod of up to 30 days if the management of the Ultimate Parent, actingreasonably and in good faith, are able to demonstrate to the satisfaction ofthe Facility Agent (acting reasonably) that the cash reserves of the Groupwould be reduced temporarily by such payment to below £200 million (for thispurpose disregarding any availability under the Revolving Facility).

### **(b)****                                 **Subjectto paragraph (c) below, no repayments shall be required underparagraph (a) above in the event that the Compliance Certificate mostrecently delivered pursuant to Clause 22.5 (*Compliance Certificates*) and the annual financialinformation delivered pursuant to Clause 22.1 (*Financial Statements*) demonstrate that the ratio ofConsolidated Net Debt as at the end of such financial year to ConsolidatedOperating Cashflow for the relevant financial year, is less than 3:1.

### **(c)****                                 **Inrespect of the financial year ended 31 December 2006, the calculation of anyExcess Cash Flow pursuant to paragraphs (a) and (b) above, shall becalculated by reference to the Excess Cash Flow for the period commencing onbut excluding the Merger Closing Date (or, in the case of Excess Cash Flowattributable to that part of Bank Group Cash Flow attributable to the BaseballGroup, the Baseball Effective Date) to and including 31 December 2006.

## **12.5****                        Repaymentfrom Debt Proceeds**

### **(a)****                                 **TheUltimate 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 InstructingGroup) having otherwise agreed), procure that 50% of Debt Proceeds raised byany member of the Group in connection with any single raising of Debt Proceedswhich exceeds £10 million shall be applied in prepayment of Outstandings,in accordance with Clause 11.3 (*Applicationof Repayments*) within 10 Business Days following receipt of suchDebt Proceeds.

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

#### **(i)****                                   **anyFinancial Indebtedness raised under the Bridge Facility Agreement, theAlternative Bridge Facility Agreement, the Exchange Notes or the New High YieldNotes, and in the case of the latter up to the aggregate of (A) the aggregateprincipal amount outstanding under the Bridge Facility or the AlternativeBridge Facility (as the case may be), (B) any accrued interest thereon, (C) anycontractual premium payable in respect thereof and (D) any fees, costs,expenses, commissions and other similar charges reasonably incurred inconnection with such financing;

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#### **(ii)****                               **anyFinancial Indebtedness raised in connection with any High Yield DebtRefinancing;

#### **(iii)****                           **anyFinancial Indebtedness in respect of any Hedging Agreement entered into by anymember of the Group;

#### **(iv)****                              **anyFinancial Indebtedness raised by any member of the Group from any other memberof the Group to the extent not otherwise prohibited by this Agreement;

#### **(v)****                                  **anyFinancial Indebtedness to the extent raised by any member of the Bank Groupwhich is permitted by Clause 25.4 (*FinancialIndebtedness*);

#### **(vi)****                              **FinancialIndebtedness constituting Parent Debt which is incurred in compliance with theprovisions of Clause 25.18 (*Parent Debt*);

#### **(vii)****                          **anyFinancial Indebtedness to the extent raised by any member of the Group (otherthan a member of the Bank Group) the proceeds of which are contributed to theBank Group in accordance with Clause 24.15 (*Contributions to the Bank Group*);

#### **(viii)****                      **anyFinancial Indebtedness constituting any “daylight loans” which are expresslycontemplated by the Steps Paper (and as such term is defined or referred totherein);

#### **(ix)****                             **anynet cash proceeds of any debt issuances which are expressly contemplated in theSteps Paper;

#### **(x)****                                 **withthe prior written consent of an Instructing Group, any Financial Indebtednessraised by any member of the Group which is not a member of the Bank Group, theproceeds of which shall be applied towards the financing of an acquisition tobe made by such person or any other member of the Group which is not a memberof the Bank Group;

#### **(xi)****                             **anyFinancial Indebtedness which constitutes Merger Indebtedness;

#### **(xii)****                         **anyFinancial Indebtedness contemplated by the provisions of the Commitment Letterand to be incurred following delivery of a Structure Notice;

#### **(xiii)****                     **anyFinancial Indebtedness raised by any Permitted Joint Venture;

#### **(xiv)****                        **anyproceeds of any Stand Alone Baseball Financing; or

#### **(xv)****                            **anyproceeds of any Alternative Baseball Financing,

provided that in thecase of sub-paragraph (vii) above, such Debt Proceeds shall within90 days of receipt thereof, be contributed into the Bank Group and depositedinto a Blocked Account as contemplated by Clause 12.3 (*Blocked Accounts*) and if not appliedwithin 90 days after such deposit shall, subject to paragraph (b) ofClause 12.3 (*Blocked Accounts*),be applied in or towards repayment of Outstandings in accordance withClause 11.3 (*Application of Repayments*).

** **

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## **12.6****                        Repaymentfrom Equity Proceeds**

### **(a)****                                 **TheUltimate Parent shall procure that subject to paragraph (c) ofClause 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 recentlydelivered pursuant to Clause 22.5 (*ComplianceCertificates*) and the quarterly financial information deliveredpursuant to Clause 22.1 (*FinancialStatements*) for each Financial Quarter ending on the Quarter Date towhich such Compliance Certificate relates demonstrate that the ratio ofConsolidated Net Debt as at such Quarter Date to Consolidated OperatingCashflow for the Financial Quarter ending on such Quarter Date, calculated onan annualised basis, is more than 3.5:1;

#### **(ii)****                               **25%of Equity Proceeds, in the event that the Compliance Certificate most recentlydelivered pursuant to Clause 22.5 (*ComplianceCertificates*) and the quarterly financial information deliveredpursuant to Clause 22.1 (*FinancialStatements*) for each Financial Quarter ending on the Quarter Date towhich such Compliance Certificate relates demonstrate that the ratio ofConsolidated Net Debt as at such Quarter Date to Consolidated OperatingCashflow for the Financial Quarter ending on such Quarter Date calculated on anannualised 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 recentlydelivered pursuant to Clause 22.5 (*ComplianceCertificates*) and the quarterly financial information deliveredpursuant to Clause 22.1 (*FinancialStatements*) for each Financial Quarter ending on the Quarter Date towhich such Compliance Certificate relates demonstrate that the ratio ofConsolidated Net Debt as at such Quarter Date to Consolidated OperatingCashflow for the Financial Quarter ending on such Quarter Date calculated on anannualised basis, is equal to or less than 3:1,

shall be contributed to amember of the Bank Group in accordance with Clause 24.15 (*Contributions to the Bank Group*) andapplied in or towards prepayment of Outstandings in accordance withClause 11.3 (*Application of Repayments*),in each case, within 10 Business Days following receipt of such EquityProceeds provided that no amount of Equity Proceeds shall be required to beprepaid under this paragraph (a) unless the amount of Equity Proceedsreceived by the Group in connection with any single raising of Equity Proceedsexceeds £10 million (or its equivalent in other currencies).

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

#### **(i)****                                   **tothe extent that any Borrower has made a voluntary prepayment of theOutstandings in accordance with Clause 11.1 (*Voluntary Prepayment*) using the proceeds of any Parent Debt(the “**Voluntary Prepayment Amount**”) and, inthe case of the Revolving Facility Outstandings, the aggregate RevolvingFacility Commitments have been permanently cancelled by an amount equal to theamount of Revolving Facility Outstandings so prepaid and such Equity Proceedsare applied in prepayment of the Parent Debt so used;

#### **(ii)****                               **tothe extent contributed to or invested in the Bank Group in accordance withClause 24.15 (*Contributions to the BankGroup*) and thereafter applied by the ultimate recipient thereoftowards capital expenditure or the purchase price of

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#### anyacquisition or investment to the extent permitted by Clause 25.13 (*Acquisitions and Investments*);

#### **(iii)****                           **tothe extent raised by any member of the Group which is a Joint Venture but whichis not a member of the Bank Group and applied for its own purposes;

#### **(iv)****                              **arisingfrom the exercise of stock options or any similar securities issued todirectors, officers, employees or consultants of any member of the Group;

#### **(v)****                                  **inrespect of any equity issuance expressly contemplated in the Steps Paper; or

#### **(vi)****                              **inrespect of any New Equity issued by the Ultimate Parent and applied for thepurposes permitted under Clause 23.3 (*EquityCure Right*) or paragraph (o) of Clause 25.13 (*Acquisitions and Investments*),

provided that in thecase of sub-paragraph (ii) above, such Equity Proceeds shall immediatelyupon their contribution into the Bank Group, be deposited into a BlockedAccount and if not applied in accordance with sub-paragraph (ii), as thecase may be, within 180 days of such receipt, shall, subject toparagraph (b) of Clause 12.3 (*BlockedAccounts*) be applied in or towards repayment of Outstandings inaccordance with Clause 11.3 (*Applicationof Repayments*).

## **12.7****                        TrappedCash**

If:

### **(a)****                                 **moneysare required to be applied in prepayment or repayment of the Facilities underthis Clause 12 (*Mandatory Prepaymentsand Cancellation*), but in order to be so applied such moneys need tobe upstreamed or otherwise transferred from one member of the Group to anothermember of the Group to effect such prepayment or repayment; and

### **(b)****                                 **theCompany and the relevant members of the Group determine in good faith that suchmoneys cannot be so upstreamed or transferred without breaching a financialassistance prohibition, causing a director to breach his or her fiduciaryduties to a company or without breaching some other legal prohibition, or suchupstreaming or transfer is otherwise unlawful or would result in materialadverse 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 suchimpediment no longer applies, provided that:

#### **(i)****                                   **duringsuch period, (to the extent lawful) the monies will be placed in a BlockedAccount;

#### **(ii)****                               **inthe case of any impediment relating to potential material adverse taxconsequences, the Company shall procure that the prepayment obligations underthis Clause 12 (*Mandatory Prepaymentsand Cancellation*), shall be complied with by using the proceedsretained to repay Outstandings owing by the member of the Group which receivedsuch proceeds provided that such payment itself does not create a potentialmaterial adverse tax consequence; and

#### **(iii)****                           **theCompany and the relevant members of the Group will use all reasonable

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#### endeavours toovercome any impediments described in this Clause.

# **13.****                               INTERESTON REVOLVING FACILITY ADVANCES**

## **13.1****                        InterestPayment Date for Revolving Facility Advances**

On (a) each Repayment Date(and, if the Term of any Revolving Facility Advance exceeds 6 months, on theexpiry 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 payaccrued interest on each Revolving Facility Advance made to it.

## **13.2****                        InterestRate for Revolving Facility Advances**

The rate of interestapplicable to each Revolving Facility Advance during its Term shall be the rateper annum which is the sum of the Revolving Facility Margin, the AssociatedCosts Rate for such Advance at such time (if applicable) and, in relation toany Revolving Facility Advance denominated in euro, EURIBOR, or in relation toany Revolving Facility Advance denominated in any other currency, LIBOR, forthe relevant Term.

## **13.3****                        MarginRatchet for Revolving Facility Advances**

### **(a)****                                 **Subjectto paragraph (c) of this Clause 13.3, if in respect of any QuarterDate falling not less than 3 months after the Merger Closing Date, the ratio ofConsolidated Net Debt to Consolidated Operating Cashflow computed on the samebasis as the ratio set out in paragraph (a) of Clause 23.2 (*Ratios*) is within the range of ratios setout in column 1 of the table set out below, then the Revolving Facility Marginshall be reduced or increased to the percentage rate per annum set out oppositethe relevant range in column 2.

| Leverage Ratio                                        | ** ** | **Margin** | ** ** |
|------------------------------------------------------------|------------|------------|------------|
| Less than 3.00 :  1                                        |       | 1.250      | %          |
|                                                       |       |       |       |
| Greater than or  equal to 3.00 : 1 but less than 3.40  : 1 |       | 1.375      | %          |
|                                                       |       |       |       |
| 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)****                                 **Anyreduction or increase to the Revolving Facility Margin in accordance withparagraph (a) above shall take effect in relation to Revolving FacilityAdvances with effect from the date of receipt by the Facility Agent in respectof the relevant Quarter Date of:

#### **(i)****                                   **thequarterly financial information required to be delivered in accordance withClause 22.1 (*Financial Statements*);and

#### **(ii)****                               **aCompliance Certificate required to be delivered in accordance withClause 22.5 (*Compliance Certificates*)evidencing the relevant ratio of Consolidated Net Debt to ConsolidatedOperating Cashflow,

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and shall apply until thedate of receipt by the Facility Agent of the quarterly financial informationand Compliance Certificate in respect of the next succeeding Quarter Date onwhich the financial covenants are required to be tested pursuant toClause 23.2 (*Ratios*) havingregard to the provisions of paragraph (e) thereof (or if such financialinformation and Compliance Certificate are not so delivered, the last day uponwhich such financial information and Compliance Certificate should have been sodelivered in accordance with Clause 22.1 (*FinancialStatements*) and Clause 22.5 (*ComplianceCertificates*) in respect of such Quarter Date) whereupon theRevolving Facility Margin shall be recalculated on the basis of such financialinformation and Compliance Certificate.

### **(c)****                                 **Uponthe occurrence of any Event of Default, the Revolving Facility Margin shallrevert to 2.25% and shall remain at such rate for so long as such Event ofDefault is continuing and when such Event of Default ceases to be continuing itshall revert:

#### **(i)****                                   **inthe case of an Event of Default set out in paragraph (c) ofClause 27.2 (*Covenants*),upon the date on which the Facility Agent has received a Compliance Certificateconfirming compliance with the financial covenants set out in Clause 23 (*Financial Condition*); or

#### **(ii)****                               **inthe case of any other Event of Default either (A) upon the date on which theFacility Agent has received a certificate of a duly authorised officer of theCompany certifying that such Event of Default has been remedied, in which case,immediately upon receipt of such certificate or (B) where the Lenders havewaived such Event of Default in accordance with the terms of this Agreement,immediately upon the Facility Agent having confirmed to the Company that suchEvent of Default has been waived,

in each case, to the applicable rate provided inparagraph (a) above by reference to:

**(x)**                                  in the case ofan Event of Default of the type referred to in paragraph (c)(i) above, theratio of Consolidated Net Debt to Consolidated Operating Cashflow set out inthe Compliance Certificate referred to therein; or

**(y)****                                 **in the case of any otherEvent of Default, the ratio of Consolidated Net Debt to Consolidated OperatingCashflow set out in the Compliance Certificate most recently delivered to theFacility Agent prior to the remedy or waiver of such Event of Default.

# **14.****                               INTERESTON TERM FACILITY ADVANCES**

## **14.1****                        InterestPeriods for Term Facility Advances**

The period for which a TermFacility Advance is outstanding shall be divided into successive periods (eachan “**Interest Period**”) each ofwhich (other than the first) shall start on the last day of the preceding suchperiod.

## **14.2****                        Duration**

The duration of eachInterest Period shall, save as otherwise provided in this Agreement, be 1, 2, 3or 6 months, or such other period of up to 12 months as all the Lenders holdingCommitments (in the case of the first Interest Period for a Term FacilityAdvance, and thereafter, Outstandings under the relevant Facility may agree) ineach 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 relevantInterest Period, provided that:

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### **(a)****                                 **ifsuch Borrower fails to give such notice of selection in relation to an InterestPeriod, the duration of that Interest Period shall, subject to the otherprovisions of this Clause 14, be 3 months;

### **(b)****                                 **priorto the Syndication Date, unless the Facility Agent otherwise agrees, theduration of each Interest Period shall be 1 month (or, if less, such durationas may be necessary to ensure that such Interest Period ends on the SyndicationDate); and

### **(c)****                                 **anyInterest Period that would otherwise end during the month preceding or extendbeyond a Repayment Date relating to the Term Facility Outstandings shall be ofsuch duration that it shall end on that Repayment Date if necessary to ensurethat there are Advances under the relevant Term Facility with Interest Periodsending on the relevant Repayment Date in a sufficient aggregate amount to makethe repayment due on that Repayment Date.

## **14.3****                        Consolidationof Term Facility Advances**

If 2 or more InterestPeriods in respect of Term Facility Advances denominated in the same currencyunder the same Term Facility end at the same time, then on the last day ofthose Interest Periods, the Term Facility Advances to which those InterestPeriods relate shall be consolidated into and treated as a single Term FacilityAdvance.

## **14.4****                        Divisionof Term Facility Advances**

Subject to the requirementsof Clause 14.2 (*Duration*),the Company may, by no later than 2:00 p.m. on the date falling 3 Business Daysbefore the first day of the relevant Interest Period, direct that any TermFacility Advance borrowed by it shall, at the beginning of the next InterestPeriod relating to it, be divided into (and thereafter, save as otherwiseprovided in this Agreement, be treated in all respects as) 2 or more Advancesin such amounts (equal in aggregate to the Sterling Amount of the Term FacilityAdvance being so divided) as shall be specified by the Company in such noticeprovided that the Company shall not be entitled to make such a direction if:

### **(a)****                                 **asa result of so doing, there would be more than 10****Advancesoutstanding under the relevant Term Facility; or

### **(b)****                                 **anyTerm Facility Advance thereby coming into existence would have a SterlingAmount of less than £25 million.

## **14.5****                        Payment ofInterest for Term Facility Advances**

On (a) the last day of eachInterest Period (or if such day is not a Business Day, on the immediatelysucceeding Business Day in the then current month (if there is one) or thepreceding Business Day (if there is not)), and if the relevant Interest Periodexceeds 6 months, on the expiry of each 6 month period during that InterestPeriod, or (b) if Clause 17.2(d) applies, the relevant Confirmation Date,the relevant Borrower shall pay accrued interest on the Term Facility Advanceto which such Interest Period relates.

## **14.6****                        InterestRate for Term Facility Advances**

The rate of interestapplicable to a Term Facility Advance at any time during an Interest Periodrelating to it shall be the rate per annum which is the sum of the ApplicableMargin, the Associated Costs Rate for such Advance at such time (if applicable)and, LIBOR, for such Interest Period.

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## **14.7****                        MarginRatchet for A Facility Advances and A1 Facility Advances**

### **(a)****                                 **Subjectto paragraph (c) of this Clause 14.7, if in respect of any QuarterDate falling not less than 3 months after the Merger Closing Date the ratio ofConsolidated Net Debt to Consolidated Operating Cashflow computed on the samebasis as the ratio set out in paragraph (a) of Clause 23.2 (*Ratios*) is within the range of ratios setout in column 1 of the table set out below, then the A Facility Margin and theA1 Facility Margin shall be reduced or increased to the percentage rate perannum set out opposite the relevant range in column 2.

| Leverage Ratio                                        | ** ** | **Margin** | ** ** |
|------------------------------------------------------------|------------|------------|------------|
| Less than 3.00 :  1                                        |       | 1.250      | %          |
|                                                       |       |       |       |
| Greater than or  equal to 3.00 : 1 but less than 3.40  : 1 |       | 1.375      | %          |
|                                                       |       |       |       |
| 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)****                                 **Anyreduction or increase to the A Facility Margin or A1 Facility Margin inaccordance with paragraph (a) above shall take effect in relation to AFacility Advances or A1 Facility Advances with effect from the date of receiptby the Facility Agent in respect of the relevant Quarter Date of:

#### **(i)****                                   **thequarterly financial information required to be delivered in accordance withClause 22.1 (*Financial Statements*);and

#### **(ii)****                               **aCompliance Certificate required to be delivered in accordance withClause 22.5 (*Compliance Certificates*)evidencing the relevant ratio of Consolidated Net Debt to Consolidated OperatingCashflow,

and shall apply until thedate of receipt by the Facility Agent of the quarterly financial informationand Compliance Certificate in respect of the next succeeding Quarter Date onwhich the financial covenants are required to be tested pursuant toClause 23.2 (*Ratios*) havingregard to the provisions of paragraph (e) thereof (or if such financialinformation and Compliance Certificate are not so delivered, the last day uponwhich such financial information and Compliance Certificate should have been sodelivered in accordance with Clause 22.1 (*FinancialStatements*) Clause 22.5 (*ComplianceCertificates*) in respect of such Quarter Date) whereupon the AFacility Margin or the A1 Facility Margin, as applicable shall be recalculatedon the basis of such financial information and Compliance Certificate.

### **(c)****                                 **Uponthe occurrence of any Event of Default, the A Facility Margin or the A1Facility Margin shall revert to 2.25% and shall remain at such rate for so longas the Event of Default is continuing and when such Event of Default ceases tobe continuing it shall revert:

#### **(i)****                                   **inthe case of an Event of Default set out in paragraph (c) ofClause 27.2 (*Covenants*),upon the date on which the Facility Agent has received a Compliance Certificateconfirming compliance with the financial covenants set out in Clause 23 (*Financial Condition*); or

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#### **(ii)****                               **inthe case of any other Event of Default either (A) upon the date on which theFacility Agent has received a certificate of a duly authorised officer of theCompany certifying that such Event of Default has been remedied, immediatelyupon receipt of such certificate or (B) where the Lenders have waived suchEvent of Default in accordance with the terms of this Agreement, immediatelyupon the Facility Agent having confirmed to the Company that such Event ofDefault has been waived,

in each case, to the applicable rate provided inparagraph (a) above by reference to:

**(x)**                                  in the case ofan Event of Default of the type referred to in paragraph (c)(i) above, theratio of Consolidated Net Debt to Consolidated Operating Cashflow set out inthe Compliance Certificate referred to therein; or

**(y)****                                 **in the case of any otherEvent of Default, the ratio of Consolidated Net Debt to Consolidated OperatingCashflow set out in the Compliance Certificate most recently delivered to theFacility Agent prior to the remedy or waiver of such Event of Default.

## **14.8****                        Notification**

The Facility Agent shallpromptly notify the relevant Borrowers and the Lenders of each determination ofLIBOR, EURIBOR, the Associated Costs Rate, and any change to the proposedlength of a Term or Interest Period or any interest rate occasioned by theoperation of Clause 15 (*MarketDisruptions and Alternative Interest Rates*).

# **15.****                               MARKETDISRUPTION AND ALTERNATIVE INTEREST RATES**

## **15.1****                        MarketDisruption**

If,in relation to any Interest Period or Term:

### **(a)****                                 **EURIBORor LIBOR, as the case may be, is to be determined by reference to the ReferenceBanks and, at or about 11.00 a.m. (Brussels time in the case of EURIBOR orLondon time in the case of LIBOR) on the Quotation Date for such InterestPeriod or Term, none or only one of the Reference Banks supplies a rate for thepurpose of determining EURIBOR or LIBOR, as the case may be, for the relevantperiod; or

### **(b)****                                 **beforethe close of business in London on the Quotation Date for such Interest Periodor Term, the Facility Agent has been notified by a Lender or each of a group ofLenders 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 itof obtaining matching deposits for the relevant Advance in the RelevantInterbank Market would be in excess of EURIBOR or LIBOR, as the case may be,

then the Facility Agentshall notify the Company and the Lenders of such event and, notwithstandinganything 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 isalready outstanding or a Rollover Advance). If either paragraph (a) or (b) applies to a proposed Advance otherthan a Rollover Advance, such Advance shall not be made.

## **15.2****                        SubstituteInterest Period or Term and Interest Rate**

### **(a)****                                 **Ifparagraph (a) of Clause 15.1 (*MarketDisruption*) applies, the duration of the

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### relevantInterest Period or Term shall be 1 month or, if less, such that it shall end onthe Termination Date in respect of the Revolving Facility (in the case of aRollover Advance) or the next succeeding Repayment Date (in the case of a TermFacility Advance).

### **(b)****                                 **Ifeither paragraph of Clause 15.1 (*MarketDisruption*) applies to an Advance, the rate of interest applicableto each Lender’s portion of such Advance during the relevant Interest Period orTerm shall (subject to any agreement reached pursuant to Clause 15.3 (*Alternative Rate*)) be the rate per annumwhich is the sum of:

#### **(i)****                                   **theApplicable Margin;

#### **(ii)****                               **therate per annum notified to the Facility Agent by such Lender before the lastday of such Interest Period or Term to be that which expresses as a percentagerate per annum the cost to such Lender of funding from whatever sources it mayreasonably select its portion of such Advance during such Interest Period orTerm; and

#### **(iii)****                           **theAssociated Costs Rate, if any, applicable to such Lender’s participation in therelevant Advance.

## **15.3****                        AlternativeRate**

If Clause 15.1 (*Market Disruption*) applies and theFacility Agent or the Company so requires, the Facility Agent and the Companyshall enter into negotiations with a view to agreeing an alternative basis:

### **(a)****                                 **fordetermining the rate of interest from time to time applicable to such Advances;and/or

### **(b)****                                 **uponwhich such Advances may be maintained (whether in Sterling or some othercurrency) thereafter,

and any such alternativebasis that is agreed shall take effect in accordance with its terms and bebinding on each party to this Agreement, provided that the Facility Agent maynot agree any such alternative basis without the prior consent of each Lenderholding Outstandings under each applicable Facility, acting reasonably.

# **16.****                               COMMISSIONSAND FEES**

## **16.1****                        CommitmentFees**

The Borrowers shall pay tothe Facility Agent for the account of each relevant Lender (other than anAncillary Facility Lender) a commitment commission on the aggregate amount ofsuch Lender’s Available Revolving Facility Commitment made available by it(other than any Ancillary Facility) from day to day during the period beginningon the Merger Closing Date and ending on the Termination Date for the RevolvingFacility, such commitment commission to be calculated at the lower of (a) arate of 0.75% per annum of the aggregate undrawn portion of the RevolvingFacility and (b) 50% of the Revolving Facility Margin from the Merger ClosingDate, payable in arrears on the last day of each successive period of 3 monthswhich ends during such period and on the Termination Date for the RevolvingFacility.

** **

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## **16.2****                        Arrangementand Underwriting Fee**

### **(a)****                                 **TheCompany shall pay to the Bookrunners the fees specified in the Senior FeesLetter at the times and in the amounts specified in such letter.

### **(b)****                                 **TheCompany shall pay to the Bookrunners, the fees specified in the C Facility FeesLetter at the times and in the amounts specified in such letter.

## **16.3****                        Agency Fee**

The Company shall pay to theFacility Agent and the Security Trustee for their own account the feesspecified in the letter dated on or****aboutthe Original Execution Date from the Facility Agent to the Company at the timesand in the amounts specified in such letter.

## **16.4****                        DocumentaryCredit Fee**

Each Borrower shall, inrespect of each Documentary Credit issued on its behalf pay to the FacilityAgent for the account of each Indemnifying Lender (for distribution inproportion to each Indemnifying Lender’s L/C Proportion of such DocumentaryCredit) a documentary credit fee in the currency in which the relevantDocumentary Credit is denominated at a rate equal to the applicable RevolvingFacility Margin applied on the Outstanding L/C Amount in relation to suchDocumentary Credit.  Such documentarycredit fee shall be paid in arrears on each Quarter Date during the Term of therelevant Documentary Credit and on the relevant Expiry Date.  Accrued Documentary Credit fees shall also bepayable on the cancelled amount of any Revolving Facility Commitmentattributable to a Documentary Credit which is repaid in full at the time suchcancellation is effective, if the Revolving Facility Commitment is cancelled infull and a Documentary Credit is repaid in full.

## **16.5****                        L/C BankFee**

Each relevant Borrower shallpay:

### **(a)****                                 **tothe Original L/C Bank a fronting fee in respect of each Documentary Creditrequested by it and issued by the Original L/C Bank in the amount and at thetimes agreed in the letter dated on or about the Original Execution Datebetween the Original L/C Bank and the Company; and

### **(b)****                                 **toany other L/C Bank a fronting fee in respect of each Documentary Creditrequested by it and issued by that L/C Bank, in the amount and at the timesagreed in any letter entered into between such L/C Bank and such Borrower.

# **17.****                               TAXES**

## **17.1****                        TaxGross-up**

### **(a)****                                 **Eachpayment made by the Parent or an Obligor under a Finance Document shall be madeby it without any Tax Deduction, unless a Tax Deduction is required byLaw.  Any Tax Deduction in relation toany payment due in any currency other than Sterling shall be calculated usingthe Facility Agent’s Spot Rate of Exchange on the date such payment is made andthe Parent and the Obligors shall have no liability if any subsequent credit orrefund received by any Lender from any Tax Authority in relation thereto is ina different amount (when converted to the non-Sterling currency on any date).

### **(b)****                                 **Assoon as it becomes aware that the Parent or an Obligor is or will be requiredby 

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### Law to make a Tax Deduction (or that there is any change in the rate atwhich or the basis on which such Tax Deduction is to be made) the Parent or therelevant Obligor shall notify the Facility Agent accordingly.  Similarly, a Lender shall notify the FacilityAgent and the Parent upon becoming so aware in respect of a payment payable tothat Lender.

### **(c)****                                 **Ifa Tax Deduction is required by Law to be made by the Parent or an Obligor, theamount of the payment due shall, unless paragraph (f) below applies, beincreased to an amount so that, after the required Tax Deduction is made, thepayee receives an amount equal to the amount it would have received had no TaxDeduction been required.

### **(d)****                                 **Ifa Tax Deduction is required by Law to be made by the Facility Agent, the USPaying Agent or the Security Trustee (other than by reason of the FacilityAgent or the Security Trustee performing its obligations as such under thisAgreement through an office located outside the United Kingdom or the US PayingAgent performing its obligations as such through an office located outside theUnited States) from any payment to any Finance Party which represents an amountor amounts received from the Parent or an Obligor, either the Parent or thatObligor, as the case may be, shall, unless paragraph (f) below applies,pay directly to that Finance Party an amount which, after making the requiredTax Deduction enables the payee of that amount to receive an amount equal tothe payment which it would have received if no Tax Deduction had been required.

### **(e)****                                 **Ifa Tax Deduction is required by Law to be made by the Facility Agent, the USPaying Agent or the Security Trustee from any payment to any Finance Party underparagraph (d) above, the Facility Agent, the US Paying Agent or theSecurity Trustee as appropriate shall unless paragraph (g) below applies,make that Tax Deduction and any payment required in connection with that TaxDeduction to the relevant taxing authority within the time allowed and in theminimum amount required by Law and within 30 days of making either a TaxDeduction or any payment in connection with that Tax Deduction, the FacilityAgent, the US Paying Agent or the Security Trustee as appropriate making thatTax Deduction or other payment shall deliver to the relevant Borrower evidencethat the Tax Deduction or other payment has been made or accounted for to therelevant tax authority.

### **(f)****                                   **Neitherthe Parent nor any Obligor is required to make a Tax Payment to a Lender underparagraphs (c) or (d) above for a Tax Deduction in respect of tax imposedby the United Kingdom on a payment of interest in respect of a participation inan Advance by that Lender to any UK Borrower where that Lender is not aQualifying UK Lender on the date on which the relevant payment of interest isdue (otherwise than as a consequence of a Change in Tax Law) to the extent thatpayment could have been made without a Tax Deduction if that Lender had been aQualifying UK Lender on that date.

### **(g)****                                **Eitherthe Parent or the relevant Obligor which is required to make a Tax Deductionshall make that Tax Deduction and any payment required in connection with thatTax Deduction to the relevant taxing authority within the time allowed and inthe minimum amount required by Law.

### **(h)****                                **Within30 days of making either a Tax Deduction or any payment required in connectionwith that Tax Deduction, either the Parent or the relevant Obligor making thatTax Deduction or other payment shall deliver to the Facility Agent or the USPaying Agent, as appropriate, for the Finance Party entitled to the interest towhich such Tax Deduction or payment relates, evidence that the Tax Deduction orother 

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### payment has been made or accounted for to the relevant tax authority.

## **17.2****                        Lender TaxStatus**

### **(a)****                                 **EachLender represents and warrants to the Facility Agent and to each Borrower:

#### **(i)****                                   **inthe case of an Original Lender, that as at the Original Execution Date, it hasthe tax status set out opposite its name in Part 2 of Schedule 1 (*Lender Tax Status*); or

#### **(ii)****                               **inthe case of any other Lender, that as at the relevant Transfer Date (and in thecase of a C Facility Lender, the date of the C Facility Lender Deed ofAccession), it is:

**(A)**                               a UK BankLender;

**(B)**                               a UK Non-BankLender and falls within paragraph (a) or (b) of the definition thereof;

**(C)**                               a UK TreatyLender; or

**(D)**                               a US AccessionLender,

as the same shall beexpressly indicated in the relevant Transfer Deed or C Facility Lender Deed ofAccession, as applicable.

### **(b)****                                 **EachLender expressed to be a “UK Non-Bank Lender” in Part 2 of Schedule 1 (*Lender Tax Status*) in the Transfer Deed orin the C Facility Lender Deed of Accession, as applicable, pursuant to which itbecomes a Lender represents and warrants to:

#### **(i)****                                   **theFacility Agent and to each UK Borrower, on the Original Execution Date, or onthe relevant Transfer Date (as the case may be) that it is withinparagraph (a) of the definition of UK Non-Bank Lender on that date(unless, if it is not within paragraph (a), it is withinparagraph (b) of the definition of UK Non-Bank Lender on that date, andhas notified the Facility Agent of the circumstances by virtue of which itfalls within such paragraph (b) and has provided evidence of the same tothe Company if and to the extent requested to do so, by the Facility Agent; and

#### **(ii)****                               **theFacility Agent and to each UK Borrower, that unless it notifies the FacilityAgent and the Company to the contrary in writing prior to any such date, itsrepresentation 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 suchBorrower, on each date that such UK Borrower makes a payment of interest inrelation to such Advance.

### **(c)****                                  (i)          **A Lender that intends to qualifyas a UK Treaty Lender and either the Parent or the relevant Obligor that makesa payment to which that Lender is entitled shall cooperate in completing anyprocedural formalities as may be necessary for either the Parent or therelevant Obligor to obtain authorisation to make that payment without a TaxDeduction; provided, however, that nothing in this Clause 17.2(c)(i) shallrequire a Lender to disclose any confidential information or informationregarding its business, tax affairs or tax computations (including, withoutlimitation, its tax returns or its 

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### calculations).

#### **(ii)****                               **AnyLender that is not a “United States person” (as such term is defined in Section7701(a)(30) of the Code) and that is entitled to payment from the US Borrowerwithout a Tax Deduction for United States federal withholding taxes, shall assoon as reasonably practicable:

**(1)****                                **to the extent able to do sowithout breaching any legal or regulatory restrictions or having to discloseany confidential information, deliver to the US Borrower, with a copy to theFacility Agent, upon the reasonable written request of the US Borrower, (i) twoaccurate and complete originally executed US Internal Revenue Service FormsW-8BEN or W-8ECI (or any successor), whichever is relevant, certifying suchLender’s legal entitlement to an exemption or reduction from any Tax Deductionfor 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 themeaning of Section 881(c)(3)(A) of the Code and cannot deliver either USInternal Revenue Service Form W-8ECI or Form W-8BEN (certifyingsuch Lender’s legal entitlement to an exemption or reduction from any TaxDeduction for US federal withholding taxes) pursuant to sub-paragraph (i)above, (x) a statement certifying that such Lender is not a “bank” withinthe meaning of Section 881(c)(3)(A) of the Code and (y) two accurate andcomplete 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 fromany Tax Deduction for US federal withholding taxes with respect to all paymentshereunder; and

**(2)****                                **to the extent able do sowithout breaching any legal or regulatory restrictions or having to discloseany confidential information at such times, provide to the US Borrower, with acopy to the Facility Agent) new Forms W-8BEN or W-8ECI (or any successor),whichever is relevant, upon the expiration or obsolescence of any previouslydelivered form to reconfirm any complete exemption from, or any entitlement toa reduction in, any Tax Deduction for US federal withholding taxes with respectto any payment hereunder.

#### **(iii)****                           **AnyLender that is a “United States person” (as such term is defined in Section7701(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 “exemptrecipient” (as such term is defined in Section 1.6049-4(c)(1)(ii) of the UnitedStates Treasury Regulations), shall as soon as reasonably practicable:

**(1)**                                 to the extentable to do so without breaching any legal or regulatory restrictions or havingto disclose any confidential information, deliver to the US Borrower, with acopy to the Facility Agent, upon the reasonable written request of the USBorrower, (i) two accurate and complete originally executed US Internal RevenueService Forms W-9 (or any successor); and

**(2)**                                 to the extentable do so without breaching any legal or regulatory restrictions or having todisclose any confidential information at such 

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times, provide to the USBorrower, with a copy to the Facility Agent, new Forms W-9 (or any successor),whichever is relevant, upon the expiration or obsolescence of any previouslydelivered form.

### **(d)****                                  (i)**           If, in relation to any interestpayment to a Lender on an Advance made to a UK Borrower:

**(A)**                               that Lender hasconfirmed to the relevant UK Borrower and to the Facility Agent before thatinterest payment would otherwise fall due that:

**(1)**                                 it hascompleted the necessary procedural formalities referred to inparagraph (c)(i) of this Clause 17.2; and

**(2)**                                 H.M. Revenueand Customs has not declined to issue the authorisation referred to in thedefinition of “UK Treaty Lender” (the “**Authorisation**”)to that Lender in relation to that Advance, or if the Inland Revenue hasdeclined, the Lender is disputing that decision in good faith; and

**(B)**          the relevant UK Borrower has notreceived the Authorisation,

then, such Lender may elect,by not less than 5 Business Days’ prior confirmation in writing to the FacilityAgent, that such interest payment (the “**relevantInterest Payment**”) shall not be due and payable underClause 13.1 (*Interest Payment Date forRevolving Facility Advances*) or Clause 14.5 (*Payment of Interest for Term Facility Advances*)(as applicable) until the date (the “**ConfirmationDate**”) which is  5 BusinessDays after the earlier of:

**(x)**                                  the date onwhich the Authorisation is received by the relevant UK Borrower;

**(y)**                                  the date thatLender confirms to the relevant UK Borrower and the Facility Agent that it isnot entitled to claim full relief from liability to taxation otherwise imposedby the United Kingdom (in relation to that Lender’s participation in Advances madeto that UK Borrower) on interest under a Double Taxation Treaty in relation tothe relevant Interest Payment; and

**(z)**                                  the earlier of(A) the date which is 6 months after the date on which the relevant InterestPayment had otherwise been due and payable and (B) the date of final repayment(whether scheduled, voluntary or mandatory) of principal in respect of therelevant Interest Payment.

#### **(ii)****                               **Forthe avoidance of doubt, in the event that sub-paragraph (i) of thisparagraph (d) applies the Interest Period or Term to which the relevantInterest Payment relates shall not be extended and the start of the immediatelysucceeding Interest Period or Term shall not be delayed.

### **(e)****                                 **AnyLender which was a Qualifying UK Lender when it became party to this Agreementbut subsequently ceases to be a Qualifying UK Lender (other than by reason of aChange in Tax Law in the United Kingdom) shall promptly notify the UK Borrowersof that event, provided that if there is a Change in Tax Law in the UnitedKingdom which in the reasonable opinion of such UK Borrowers may result in any 

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### Lender which was a Qualifying UK Lender when it became a party to thisAgreement ceasing to be a Qualifying UK Lender, such Qualifying UK Lender shallco-operate with such UK Borrowers and provide reasonable evidence requested bysuch UK Borrowers in order for such UK Borrowers to determine whether suchLender has ceased to be a Qualifying UK Lender provided, however, that nothingin this Clause 17.2(e) shall require a Lender to disclose any confidentialinformation or information regarding its business, tax affairs or taxcomputations (including without limitation, its tax returns or itscalculations).

### **(f)****                                   **Forthe purposes of paragraphs (a) to (e) above, each Lender shall promptlydeliver such documents evidencing its corporate and tax status as the FacilityAgent or the Company may reasonably request, provided that in the event thatany Lender fails to comply with the foregoing requirement, any Borrower shallbe permitted:

#### **(i)****                                   **inrespect of any Lender that has become a Lender prior to the achievement ofSuccessful Syndication, to withhold and retain an amount in respect of theapplicable withholding tax estimated in good faith by such Borrower to berequired to be withheld in respect of interest payable to such Lender; or

#### **(ii)****                               **inrespect of any Lender that intends to become a Lender after the achievement ofSuccessful Syndication, subject to the provisions of paragraph (a) ofClause 37.3 (*Assignments and Transfers*),to refuse to grant its consent to such transfer.

### **(g)****                                **Inthe event that either the Facility Agent or the Company has reason to believethat any representation given by a Lender in accordance with Clause 17.2 (*Lender Tax Status*) is incorrect orinaccurate, the Facility Agent or the Company (as the case may be) shallpromptly inform the other party and the relevant Lender, and may thereafterrequest such documents relating to the corporate and tax status of such Lenderas the Facility Agent or the Company may reasonably require for the purposes ofdetermining whether or not such representation was indeed incorrect.

### **(h)****                                **If,following delivery of such documentation and following consultation between theFacility Agent, the Company and the relevant Lender, the Company concludes(acting reasonably and in good faith) that there is insufficient evidence todetermine the relevant tax status of such Lender, the relevant Borrower shallbe permitted in respect of such Lender, to withhold and retain an amount inrespect of the applicable withholding tax estimated in good faith by suchBorrower to be required to be withheld in respect of interest payable to suchLender until such time as that Lender has delivered sufficient evidence of itstax status to the Facility Agent and the Company.

## **17.3****                        TaxIndemnity**

### **(a)****                                 **Subjectto paragraph (b) of this Clause, the Company shall (within 5 Business Daysof demand by the Facility Agent) pay (or procure that either the Parent or therelevant Obligor pays) for the account of a Protected Party an amount equal toany Tax Liability which that Protected Party reasonably determines has been orwill be suffered by that Protected Party (directly or indirectly) in connectionwith any Finance Document.

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

#### **(i)****                                   **withrespect to any Tax Liability of a Protected Party in respect of Tax on OverallNet Income of that Protected Party;

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#### **(ii)****                               **tothe extent that any Tax Liability has been compensated for by an increasedpayment or other payment under paragraphs (c) or (d) of Clause 17.1 (*Tax Gross-up*) or would have beencompensated for by such an increased payment or other payment, but for theapplication of paragraph (f) of Clause 17.1 (*Tax Gross-up*); or

#### **(iii)****                           **untilthe Merger Closing Date has occurred.

### **(c)****                                 **AProtected Party making, or intending to make, a claim pursuant toparagraph (a) of this Clause 17.3 shall promptly notify the FacilityAgent of the event which will give, or has given, rise to the claim togetherwith supporting evidence, following which the Facility Agent shall notify theCompany and provide such evidence to it.

### **(d)****                                 **AProtected Party shall, on receiving a payment from either the Parent or anObligor under this Clause 17.3, notify the Facility Agent.

### **(e)****                                 **Inthis Clause 17.3:

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

#### **(i)****                                   **anyliability or any increase in the liability of that person to make any paymentof or in respect of tax;

#### **(ii)****                               **anyloss of any relief, allowance, deduction or credit in respect of tax whichwould otherwise have been available to that person;

#### **(iii)****                           **anysetting off against income, profits or gains or against any tax liability ofany relief, allowance, deduction or credit in respect of tax which wouldotherwise have been available to that person; and

#### **(iv)****                              **anyloss or setting off against any tax liability of a right to repayment of taxwhich would otherwise have been available to that person.

For this purpose, anyquestion of whether or not any relief, allowance, deduction, credit or right torepayment 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 conclusivelydetermined by that person, acting reasonably and in good faith and suchdetermination shall be binding on the relevant parties to this Agreement.

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

### **(f)****                                   **AProtected Party making or intending to make a claim under paragraph (a)above shall promptly notify the Facility Agent of the event which will give, orhas given, rise to the claim together with supporting evidence, following whichthe Facility Agent shall notify the Company and provide such evidence to it.

### **(g)****                                **AProtected Party shall, on receiving a payment from an Obligor under thisClause 17.3, notify the Facility Agent.

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## **17.4****                        Tax Credit**

### **(a)****                                 **Ifeither the Parent or an Obligor makes a Tax Payment and the relevant FinanceParty determines, in its sole opinion, that:

#### **(i)****                                   **aTax Credit is attributable to that Tax Payment; and

#### **(ii)****                               **thatFinance 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 Partycan do so without prejudicing the availability and/or the amount of the TaxCredit and the right of that Finance Party to obtain any other benefit, reliefor allowance which may be available to it) pay to either the Parent or therelevant Obligor such amount which that Finance Party determines, in its soleopinion, will leave it (after that payment) in the same after-tax position asit would have been in had the Tax Payment not been required to be made by the Parentor the relevant Obligor.

### **(b)****                                  (i)**           Each Finance Party shall have anabsolute discretion as to the time at which and the order and manner in whichit realises or utilises any Tax Credits and shall not be obliged to arrange itsbusiness or its tax affairs in any particular way in order to be eligible forany credit or refund or similar benefit.

#### **(ii)****                               **NoFinance Party shall be obliged to disclose to any other person any informationregarding its business, tax affairs or tax computations (including, withoutlimitation, its tax returns or its calculations).

#### **(iii)****                           **Ifa Finance Party has made a payment to the Parent or an Obligor pursuant to thisClause 17.4 on account of a Tax Credit and it subsequently transpires thatthat Finance Party did not receive that Tax Credit, or received a reduced TaxCredit, either the Parent or such Obligor, as the case may be, shall, ondemand, pay to that Finance Party the amount which that Finance Partydetermines, acting reasonably and in good faith, will put it (after that paymentis received) in the same after-tax position as it would have been in had nosuch payment or a reduced payment been made to the Parent or such Obligor.

### **(c)****                                 **NoFinance Party shall be obliged to make any payment under this Clause 17.4if, by doing so, it would contravene the terms of any applicable Law or anynotice, direction or requirement of any governmental or regulatory authority(whether or not having the force of law).

# **18.****                               INCREASEDCOSTS**

## **18.1****                        IncreasedCosts**

Subject to Clause 18.3(*Exceptions*), each Borrowershall, within 3 Business Days of a demand by the Facility Agent, pay for theaccount of a Finance Party the amount of any Increased Cost incurred by thatFinance Party or any of its Affiliates as a result (direct or indirect) of:

### **(a)****                                 **theintroduction or implementation of or any change in (or any change in theinterpretation, administration or application of) any Law, regulation, practiceor concession or any directive, requirement, request or guideline (whether ornot having the force of law but where such law, regulation, practice,concession, directive, requirement, request or guideline does not have theforce of law, it is one with which 

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### banks or financial institutions subject to the same are generallyaccustomed to comply) of any central bank, including the European Central Bank,the Financial Services Authority or any other fiscal, monetary, regulatory orother authority after the Original Execution Date;

### **(b)****                                 **compliancewith any Law, regulation, practice, concession or any such directive, requirement,request or guideline made after the Original Execution Date; or

### **(c)****                                 **theimplementation of economic or monetary union by any Member State which is notalready a Participating Member State.

## **18.2****                        IncreasedCosts Claims**

### **(a)****                                 **AFinance Party intending to make a claim pursuant to Clause 18.1 (*Increased Costs*) shall notify the FacilityAgent of the event giving rise to the claim, following which the Facility Agentshall promptly notify the relevant Borrower.

### **(b)****                                 **EachFinance Party shall, as soon as practicable after a demand by the FacilityAgent, provide a certificate confirming the amount of its or if applicable, itsAffiliate’s Increased Costs setting out in reasonable detail its calculationsin relation to such Increased Costs.

## **18.3****                        Exceptions**

Clause 18.1 (*Increased Costs*) does not apply to theextent any Increased Cost which is:

### **(a)****                                 **attributableto a Tax Deduction required by Law to be made by the Parent or an Obligor, asthe case may be;

### **(b)****                                 **compensatedfor by Clause 17.3 (*Tax Indemnity*)(or would have been compensated for by Clause 17.3 but was not socompensated solely because paragraph (b) of Clause 17.3 applied);

### **(c)****                                 **compensatedfor by the payment of the Associated Costs Rate;

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

### **(e)****                                 **attributableto a delay of more than 30 days in the relevant Finance Party notifying theFacility Agent of any claim pursuant to paragraph (a) of Clause 18.2(*Increased Costs Claims*) aftersuch Finance Party has become aware that it had suffered the relevant IncreasedCost; or

### **(f)****                                   **attributableto the implementation of or compliance with the “International Convergence ofCapital Measurement and Capital Standards, a Revised Framework” published bythe Basel Committee on Banking Supervision in June 2004 in the form existing onthe Original Execution Date (“**Basel II**”) orany other law or regulation which implements Basel II (whether suchimplementation, application or compliance is by a government, regulator,Finance Party or any of its Affiliates).

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# **19.****                               ILLEGALITY**

If it becomes unlawful inany relevant jurisdiction for a Lender to perform any of its obligations ascontemplated by this Agreement or to fund or maintain its participation in anyAdvance or to issue a Documentary Credit or provide a guarantee in relation toit as envisaged hereby/or in any Ancillary Facility:

### **(a)****                                 **thatLender shall promptly notify the Facility Agent upon becoming aware of thatevent;

### **(b)****                                 **uponthe Facility Agent notifying the relevant Borrower, the Available Commitmentsof that Lender will immediately be cancelled and its Commitments reduced tozero and such Lender shall not thereafter be obliged to participate in anyAdvance or issue or guarantee any Documentary Credit/or make available anyAncillary Facility; and

### **(c)****                                 **ifso required by the Facility Agent on behalf of the relevant Lender, therelevant Borrower shall repay or procure the repayment of that Lender’sparticipation in the Advances made to it on the last day of the currentInterest Period or Term for each Advance occurring after the Facility Agent hasnotified such Borrower or, if earlier, the date specified by the Lender in thenotice delivered to the Facility Agent (being no earlier than the last day ofany applicable grace period permitted by Law) and, if applicable, shallpromptly reduce that Lender’s L/C Proportion of the Outstanding L/C Amount inrespect of any outstanding Documentary Credit issued by it to zero and, ifapplicable, shall promptly reduce the Ancillary Facility Outstandings inrespect of that Lender to zero, together with accrued interest and all otheramounts owing to that Lender under the Finance Documents.

# **20.****                               MITIGATION**

## **20.1****                        Mitigation**

### **(a)****                                 **EachFinance Party shall in consultation with the relevant Borrower, take allreasonable steps to mitigate any circumstances which arise and which wouldresult in any amount becoming payable under, or pursuant to, or cancelledpursuant to, any of Clause 17 (*Taxes*),Clause 18 (*Increased Costs*)or Clause 19 (*Illegality*)including (but not limited to) transferring its rights and obligations underthe Finance Documents to another Affiliate or Facility Office or financialinstitution acceptable to such Borrower which is willing to participate in anyFacility in which such Lender has participated.

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

## **20.2****                        Limitationof Liability**

### **(a)****                                 **Witheffect from the Merger Closing Date, each of the Borrowers agrees to indemnifyeach Finance Party for all costs and expenses reasonably incurred by that FinanceParty as a result of steps taken by it under Clause 20.1 (*Mitigation*).

### **(b)****                                 **AFinance Party is not obliged to take any steps under Clause 20.1 if, inthe opinion of that Finance Party (acting reasonably), to do so might in anyway be prejudicial to it.

** **

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# **21.****                               REPRESENTATIONSAND WARRANTIES**

## **21.1****                        Time formaking Representations and Warranties**

### **(a)****                                 **EachObligor in relation to itself and, to the extent expressed to be applicable tothem, its Subsidiaries, makes each of the following representations andwarranties to each Finance Party on the Original Execution Date other than inthe case of the representations given under Clause 21.16 (*Accuracy of Information*) which shall begiven as of the applicable dates specified in that Clause.

### **(b)****                                 **TheUltimate Parent in relation to itself makes each of the representations andwarranties set out in Clauses 21.2 (*DueOrganisation*), 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 theOriginal 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 FinanceParty on the Original Execution Date. Any Holding Company of the Ultimate Parent who accedes to this Agreementpursuant to Clause 26.3 (*AccedingHolding Company*) makes each of the Repeating Representations, to theextent they are listed in the foregoing sentence, with respect to itself on thedate on which it accedes to this Agreement.

### **(c)****                                 **TheParent in relation to itself makes each of the representations and warrantiesset out in Clauses 21.2 (*DueOrganisation*), 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) ofClause 21.17 (*Indebtedness andEncumbrances*), 21.18 (*Executionof 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 FinanceParty on the Original Execution Date.

## **21.2****                        DueOrganisation**

It is a company dulyorganised or a partnership duly formed, in either case, validly existing underthe laws of its jurisdiction of incorporation or establishment with power toenter into those of the Finance Documents to which it is party and to exerciseits 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 FinanceDocuments to which it is party and its performance of its obligations have beenduly taken.

## **21.3****                        NoDeduction**

Under the laws of itsRelevant Tax Jurisdiction in force as at the Original Execution Date, it willnot be required to make any deduction for or withholding on account of tax fromany payment it may make under any of the Finance Documents to any Lender whichis (a) a Qualifying UK Lender (in the case of any Borrower) or (b) a USAccession Lender (in the case of the US Borrower).

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## **21.4****                        ClaimsPari Passu**

Subject to the Reservations,under the laws of its jurisdiction of incorporation or establishment, and, ifdifferent, England, in force at the Original Execution Date, the claims of theFinance Parties against it under the Finance Documents to which it is partyrank and will rank at least *pari passu*with the claims of all its unsecured and unsubordinated creditors save thosewhose claims are preferred by any bankruptcy, insolvency, liquidation orsimilar laws of general application.

## **21.5****                        NoImmunity**

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

## **21.6****                        GoverningLaw and Judgments**

Subject to the Reservations,in any legal proceedings taken in its jurisdiction of incorporation orestablishment 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 andany judgment obtained in such jurisdiction will be recognised and enforced.

## **21.7****                        AllActions Taken**

Allacts, conditions and things required to be done, fulfilled and performed inorder:

### **(a)****                                 **toenable it lawfully to enter into, exercise its rights under and perform andcomply with all material obligations expressed to be assumed by it in theFinance Documents to which it is party;

### **(b)****                                 **subjectto the Reservations, to ensure that all material obligations expressed to beassumed by it in the Finance Documents to which it is party are legal, valid andbinding; and

### **(c)****                                 **subjectto the Reservations, to make the Finance Documents to which it is partyadmissible in evidence in its jurisdiction of incorporation or establishmentand, if different, the United Kingdom,

have been done, fulfilledand performed.

## **21.8****                        No Filingor Stamp Taxes**

Under the laws of itsRelevant Tax Jurisdiction and, if different, the United Kingdom, in force as atthe Original Execution Date, it is not necessary that any of the FinanceDocuments to which it is party be filed, recorded or enrolled with any court orother authority in such jurisdiction or that any stamp, registration or similartax be paid on or in relation to any of them other than those filings which arenecessary to perfect the Security and save as stated in the Reservations.

## **21.9****                        BindingObligations**

Subject to the Reservations,the obligations expressed to be assumed by it in the Finance Documents to whichit is party, are legal, valid and binding and enforceable against it inaccordance with the terms thereof and no limit on its powers will be exceededas a result of 

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the borrowings, grant ofsecurity or giving of guarantees contemplated by such Finance Documents or theperformance by it of any of its obligations thereunder.

## **21.10****                 No Winding-up**

### **(a)****                                 **Noneof the Ultimate Parent, the Parent, the Company or any other Obligor that is a Material Subsidiary is taking anycorporate action nor are any other steps being taken (including thecommencement of any legal proceedings) against the Ultimate Parent, the Parent,the Company or any other Obligor that is a Material Subsidiary, for itswinding-up, dissolution or administration or for the appointment of a receiver,administrator, administrative receiver, conservator, custodian, trustee orsimilar officer of it or of any or all of its assets or revenues save aspermitted under paragraphs (c), (d) or (e) of Clause 25.8 (*Mergers*), Clause 25.20 (*Solvent Liquidation*) or as otherwisedisclosed to the Facility Agent prior to the Original Execution Date.

### **(b)****                                 **EachUS Obligor is Solvent.

## **21.11****                 No Event ofDefault**

No Event of Default iscontinuing or might reasonably be expected to result from the making of anyAdvance.

## **21.12****                 No MaterialProceedings**

No litigation, arbitrationor administrative proceeding of or before any court, arbitral body, or agencyin which there is a reasonable possibility of an adverse decision which couldreasonably 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 againstit or any member of the Bank Group other than litigation, arbitration oradministrative proceedings commenced prior to the Original Execution Date,details of which have been disclosed to the Lenders prior to the OriginalExecution Date.

## **21.13****                 OriginalFinancial Statements**

Its Original FinancialStatements were prepared in accordance with GAAP which has been consistentlyapplied (unless and to the extent expressly disclosed to the Facility Agent inwriting to the contrary before the Original Execution Date) and fairly presentin all material respects the consolidated financial position of the group ofcompanies to which they relate at the date as of which they were preparedand/or (as appropriate) the results of operations and changes in financialposition during the period for which they were prepared.

## **21.14****                 No MaterialAdverse Change**

Since publication of itsOriginal Financial Statements, no event or series of events has occurred, ineach case which has had or could reasonably be expected to have a MaterialAdverse Effect.

## **21.15****                 No UndisclosedLiabilities**

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

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## **21.16****                 Accuracy ofInformation**

Inthe case of the Company only:

### **(a)****                                 **tothe best of its knowledge and belief having made all reasonable and properenquiries, all statements of fact relating to the business, assets, financialcondition and operations of the Group contained in:

#### **(i)****                                   **theInitial Information Memorandum are true, complete and accurate in all materialrespects as at the Original Execution Date; and

#### **(ii)****                               **theSubsequent Information Memorandum are true, complete and accurate in allmaterial respects as at the date it is issued.

### **(b)****                                 **theopinions and views expressed in the Information Memoranda and the AgreedBusiness Plan represent the honestly held opinions and views of the Company andwere arrived at after careful consideration and were based on reasonablegrounds as at the dates on which they were prepared;

### **(c)****                                 **allfinancial projections and forecasts made by any member of the Bank Group in theInformation Memoranda and the Agreed Business Plan have been prepared in goodfaith and are based upon reasonable assumptions (it being understood that suchfinancial projections are subject to significant uncertainties, many of whichare beyond the control of the Company and/or TCN and that no assurance can begiven that such projections will be realised); and

### **(d)****                                 **(otherthan in respect of the financial projections and forecasts referred to inparagraph (c) above), the Information Memoranda did not omit to discloseor take into account any matter known to the Company after due and carefulenquiry where failure to disclose or take into account such matter would resultin:

#### **(i)****                                   **theInitial Information Memorandum being misleading in any material respect as atthe Original Execution Date; and

#### **(ii)****                               **theSubsequent Information Memorandum being misleading in any material respect asat the date it is issued.

## **21.17****                 Indebtedness andEncumbrances**

### **(a)****                                 **Saveas permitted under this Agreement, neither it nor any member of the Bank Grouphas incurred any Financial Indebtedness which is outstanding.

### **(b)****                                 **Saveas permitted under this Agreement, no Encumbrance exists over all or any of thepresent or future revenues or assets of any member of the Bank Group.

### **(c)****                                 **Inrelation to the Parent only, save as provided in the Security Documents noEncumbrance exists over any of its rights, title or interest in the shares ofthe Company or the Parent Intercompany Debt owed to it by the Company.

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###  

## **21.18****                 Execution ofFinance Documents**

Itsexecution of the Finance Documents to which it is party and the exercise of itsrights and performance of its obligations thereunder do not and will not:

### **(a)****                                 **conflictwith any agreement, mortgage, bond or other instrument or treaty to which it isa party or which is binding upon it or any of its assets (save as contemplatedby paragraphs (d) and (e) of the definition of Reservations) in a mannerthat could reasonably be expected to have a Material Adverse Effect;

### **(b)****                                 **conflictwith any matter contained in its constitutional documents; or

### **(c)****                                 **conflictwith any applicable law.

## **21.19****                 Structure**

### **(a)****                                 **TheGroup Structure Chart is a complete and accurate representation of thestructure of the NTL Group and the Telewest Group, in each case, in allmaterial respects prior to the Merger Closing Date.

### **(b)****                                 **TheCompany is a wholly owned Subsidiary of the Parent.

### **(c)****                                 **Inthe case of the Parent, it does not carry on any business or conduct anyactivities (other than in respect of the Existing High Yield Offering, and anyon lending of the proceeds thereof).

### **(d)****                                 **Uponconsummation of the Merger, NTL  shall bea direct wholly-owned subsidiary of the Ultimate Parent.

## **21.20****                 EnvironmentalMatters**

### **(a)****                                 **Ithas to the best of its knowledge and belief:

#### **(i)****                                   **compliedwith all Environmental Laws to which it is subject;

#### **(ii)****                               **obtainedall Environmental Licences required in connection with its business; and

#### **(iii)****                           **compliedwith the terms of all such Environmental Licences,

in each case where failureto do so could reasonably be expected to have a Material Adverse Effect.

### **(b)****                                 **Tothe best of its knowledge and belief, there is no Environmental Claim pending orthreatened against it, which could reasonably be expected to have a MaterialAdverse Effect.

### **(c)****                                 **No:

#### **(i)****                                   **propertycurrently or previously owned, leased, occupied or controlled by it iscontaminated with any Hazardous Substance; and

#### **(ii)****                               **discharge,release, leaking, migration or escape of any Hazardous Substance into theEnvironment has occurred or is occurring on, under or from that property,

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####  

in each case incircumstances where the same could reasonably be expected to have a MaterialAdverse Effect.

## **21.21****                 NecessaryAuthorisations**

### **(a)****                                 **TheNecessary Authorisations required by it are in full force and effect;

### **(b)****                                 **itis in compliance with the material provisions of each Necessary Authorisationrelating to it; and

### **(c)****                                 **tothe best of its knowledge, none of the Necessary Authorisations relating to itare the subject of any pending or threatened proceedings or revocation;

in each case, except whereany failure to maintain such Necessary Authorisations in full force and effect,any non-compliance or any proceedings or revocation could not reasonably beexpected to have a Material Adverse Effect and subject to the Reservations.

## **21.22****                 IntellectualProperty**

The Intellectual PropertyRights owned by or licensed to it are all the material Intellectual PropertyRights 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 anyway any Intellectual Property Rights of any third party save, in each case,where the failure to own or license the relevant Intellectual Property Rightsor any infringement thereof could not reasonably be expected to have a MaterialAdverse Effect.

## **21.23****                 Ownership ofAssets**

Save to the extent disposedof in a manner permitted by the terms of any of the Finance Documents witheffect from and after the Merger Closing Date, it has good title to or validleases or licences of or is otherwise entitled to use all material assetsnecessary to conduct its business taken as a whole in a manner consistent withthe Agreed Business Plan except to the extent that the failure to have suchtitle, leases or licences or to be so entitled could not be reasonably expectedto have a Material Adverse Effect.

## **21.24****                 Payment of Taxes**

It has no claims orliabilities which are being, or are reasonably likely to be, asserted againstit with respect to taxes which, if adversely determined, could reasonably beexpected to have a Material Adverse Effect save to the extent it (or any memberof 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 ofappropriate professional advice.  Allreports and returns on which taxes are required to be shown have been filedwithin any applicable time limits and all material taxes required to be paidhave been paid within any applicable time period other than to the extent thata failure to do so could not be reasonably likely to have a Material AdverseEffect.

## **21.25****                 Pension Plans**

### **(a)****                                 **EachUK defined benefit pension plan operated by it generally for the benefit of theemployees of any member of the Bank Group has been valued by an actuaryappointed by the trustees of such plan in all material respects in accordancewith all laws applicable to it and using actuarial assumptions andrecommendations complying with statutory requirements or approved by theactuary and since the most recent valuation the relevant employers have paidcontributions to the plan in 

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###                                                 accordancewith the schedule of contributions in force from time to time in relation tothe plan, in the case of each of the foregoing, save to the extent that anyfailure to do so could not reasonably be expected to have a Material AdverseEffect.

### **(b)****                                 **Inrelation to the US schemes or arrangements, it is in compliance in all materialrespects with all applicable laws relating to any defined benefit pension planoperated by it or in which it participates, save to the extent that any failureto comply could not reasonably be expected to have a Material Adverse Effect.

### **(c)****                                 **Neitherit nor any ERISA Affiliate has, at any time, maintained or contributed to, andis not obliged to maintain or contribute to, any Plan that is subject to TitleIV or Section 302 of ERISA and/or Section 412 of the Code or any Multi-employerPlan.

## **21.26****                 Security**

Subject to the Reservations,it is the legal or beneficial owner of all assets and other property which itpurports to charge, mortgage, pledge, assign or otherwise secure pursuant toeach Security Document and (subject to their registration or filing atappropriate registries for the purposes of perfecting the Security createdthereunder and the Reservations) those Security Documents to which it is aparty create and give rise to valid and effective Security having the rankingexpressed in those Security Documents.

## **21.27****                 InvestmentCompany Act**

Neither it nor any of itsSubsidiaries is an “investment company,” or a company “controlled” by an “investmentcompany,” as such terms are defined in the US Investment Company Act of 1940,as amended.  Neither the making of anyDrawing, nor the application of the proceeds or repayment thereof by anyObligor, nor the consummation of the other transactions contemplated hereby,will violate any provision of such Act or any rule, regulation or order of theSEC promulgated thereunder.

## **21.28****                 Margin Stock**

In the case of the UltimateParent only, no Advance (or the proceeds thereof) will be used to purchase orcarry any Margin Stock or to extend credit for the purpose of purchasing orcarrying any Margin Stock.  Neither themaking of any Advance nor the use of the proceeds thereof nor the occurrence ofany other Utilisation will violate or be inconsistent with the provisions ofRegulation T, Regulation U or Regulation X.

## **21.29****                 Insurance**

Each member of the BankGroup is adequately insured for the purposes of its business with reputableunderwriters or insurance companies against such risks and to such extent as isnecessary or usual for prudent companies carrying on such a business (otherthan insurance in respect of the underground portion of the cable network andvarious pavement-based electronics associated with the cable network asdisclosed in the Group’s public disclosure documents) and except to the extentthat the failure to so insure could not reasonably be expected to have aMaterial Adverse Effect.

## **21.30****                 Centre of MainInterests**

Its Centre of Main Interestsis the place in which its registered office is situated or, if different,another place in the country in which its registered office is situated, orEngland.

** **

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## **21.31****                 Merger Documents**

The Merger Documents containall the material terms and conditions of the Merger and are in full force andeffect and there have been no amendments, variations or waivers to the MergerDocuments (in whole or in part) other than amendments thereto or waiversthereunder (excluding any waiver of or as contemplated by Section 9.02(a) ofthe Merger Agreement) which are not material and adverse to the financing underthis Agreement, the Alternative Bridge Facility Agreement or the Bridge FacilityAgreement.

## **21.32****                 Broadcasting Act1990**

Neither it nor any member ofany Joint Venture Group is a “disqualified person” for the purposes of schedule2 to such Act.

## **21.33****                 Telecommunications,Cable and Broadcasting Laws**

### **(a)****                                 **Tothe best of its knowledge and belief, it and each member of each Joint VentureGroup is in compliance in all material respects with all Telecommunications,Cable and Broadcasting Laws (but excluding, for these purposes only, breachesof Telecommunications, Cable and Broadcasting Laws which have been expresslywaived by the relevant regulatory authority), in each case, where failure to doso could reasonably be expected to have a Material Adverse Effect.

### **(b)****                                 **Tothe best of its knowledge and belief, it and each member of each Joint VentureGroup is in compliance in all material respects with any conditions set by theDirector General of Telecommunications or by OFCOM under section 45 of theCommunications Act 2003 as are applicable to it or such member of the JointVenture Group (as the case may be), in each case, where failure to do so couldreasonably be expected to have a Material Adverse Effect.

## **21.34****                 US Patriot Act**

### **(a)****                                 **Ithas no reason to believe that it or any of its Affiliates:

#### **(i)****                                   **isa Restricted Party or controlled by a Restricted Party or has received funds orproperty from a Restricted Party; or

#### **(ii)****                               **hasviolated any Anti-Terrorism Law or is the subject of any action orinvestigation (including any relating to asset seizure, forfeiture orconfiscation) under any Anti-Terrorism Law.

### **(b)****                                 **Itand its Affiliates have taken reasonable measures to ensure compliance with theAnti-Terrorism Laws.

## **21.35****                 Liabilities ofthe US Borrower**

In the case of the USBorrower only, it is a wholly owned Subsidiary of NTL Victoria Limited and:

### **(a)****                                 **hasnot traded or undertaken any commercial activities of any kind (other than byentering into the Finance Documents to which it is party and the Notes);

### **(b)****                                 **doesnot have any assets other than its rights under and any payments receivedpursuant to the Notes; and

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### **(c)****                                 **doesnot have any material liabilities or obligations (actual or contingent) to anyperson other than as contemplated by the terms of the Finance Documents.

## **21.36****                 Compliance withERISA**

### **(a)****                                 **EachPlan (and each related trust, insurance contract or fund) is in compliance withits terms and with all applicable laws, including without limitation ERISA andthe Code, save where the failure to be so compliant could not reasonably beexpected to result in a Material Adverse Effect.

### **(b)****                                 **EachPlan (and each related trust, if any) which is intended to be qualified underSection 401(a) of the Code has received a determination letter from theInternal Revenue Service to the effect that it meets the requirements ofSections 401(a) and 501(a) of the Code.

### **(c)****                                 **Neitherit nor any member of the Group nor any ERISA Affiliate has ever maintained orcontributed to (or had any obligation to contribute to) any Multiemployer Planor Plan that is subject to Title IV or Section 302 of ERISA and/or Section 412of the Code.

### **(d)****                                 **Allcontributions required to be made with respect to a Plan have been made withinthe time limit therefor, save where the failure to do so would not result in amaterial liability.

### **(e)****                                 **Neitherit nor any other member of the Group nor any ERISA Affiliate has incurred anymaterial 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 ERISAor section 4975 of the Code or expects to incur any such  material liability under any of the foregoingsections with respect to any Plan, in each case, that could reasonably beexpected to result in a Material Adverse Effect.

### **(f)****                                   **Tothe Company’s knowledge, no condition exists which presents a material risk toit or any other member of the Group or any ERISA Affiliate of incurring aliability to or on account of a Plan pursuant to the provisions of ERISA andthe Code enumerated in paragraph (e) of this Clause 21.36, that couldreasonably be expected to result in a Material Adverse Effect.

### **(g)****                                **Noaction, suit, proceeding, hearing, audit or investigation with respect to theadministration, operation or the investment of assets of any Plan (other thanroutine claims for benefits) that could reasonably be expected to result in aMaterial Adverse Effect, is pending or, to the Company’s knowledge, expected orthreatened.

### **(h)****                                **Eachgroup 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 anymember of the Group or any ERISA Affiliate has at all times been operated incompliance with the provisions of Part 6 of subtitle B of Title I of ERISA andsection 4980B of the Code, save where the failure to do so could not reasonablybe expected to result in a Material Adverse Effect.

### **(i)****                                   **Itand each other member of the Group do not maintain or contribute to anyemployee welfare benefit plan (as defined in Section 3(1) of ERISA) whichprovides benefits to retired employees or other former employees (other than asrequired by Section 601 of ERISA) or any Plan the obligations with respect towhich could reasonably be expected to have a Material Adverse Effect.

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### **(j)****                                   **EachForeign Pension Plan has been maintained in substantial compliance with itsterms and with the requirements of any and all applicable laws, statutes,rules, regulations and orders and has been maintained, where required, in goodstanding with applicable regulatory authorities, in the case of each of theforegoing, save where the failure to do so could not reasonably be expected toresult in a Material Adverse Effect.

### **(k)****                               **Allcontributions required to be made with respect to a Foreign Pension Planmaintained by it have been made within the time limit therefor, save where thefailure to do so could not reasonably be expected to result in a MaterialAdverse Effect.

## **21.37****                 Repetition**

Each RepeatingRepresentation is deemed to be made by the party identified as making suchRepeating Representation above in relation to itself, or in the case of theCompany in relation to itself and each Obligor or the Bank Group as a whole (asapplicable), by reference to the facts and circumstances then existing on theStructuring Date, each Utilisation Date (save for a Utilisation Date in respectof a Rollover Advance or a Documentary Credit which is being renewed pursuantto Clause 5.2 (*Renewal of DocumentaryCredit*)) and on the first day of each Interest Period.

# **22.****                               FINANCIALINFORMATION**

## **22.1****                        FinancialStatements**

### **(a)****                                  *Group Financial Information:***TheCompany shall provide to the Agents in sufficient copies for all the Lenders,the following financial information relating to the Group:

#### **(i)****                                   **assoon as the same become available, but in any event within 120 days afterthe end of each of the Ultimate Parent’s financial years, the consolidatedfinancial statements for such financial year in respect of the Group, auditedby a firm of auditors meeting the requirements of Clause 24.17 (*Change in Auditors*), and accompanied bythe related auditor’s report; and

#### **(ii)****                               **assoon as they become available but in any event within 45 days after the end ofeach Financial Quarter, the unaudited consolidated quarterly financialstatements of the Group commencing with the first complete Financial Quarterarising after the Merger Closing Date (other than, for so long as the UltimateParent remains a reporting company under the rules of the SEC, the lastFinancial Quarter in each of the Ultimate Parent’s financial years) togetherwith, commencing with the Financial Quarter ended 30 June 2006, a commentaryconsistent with disclosure in the nature of a “Management’s Discussion andAnalysis of Financial Condition and Results of Operations”, in relation to thefinancial condition and results of operations of the Group.

In relation to the financialinformation of the Group only, the above requirements may be satisfied by theprovision, within the specified time periods, of copies of reports for theGroup already filed with the SEC for the relevant period (it being acknowledgedthat the SEC does not as at the Original Execution Date require the filing ofquarterly financial statements for the fourth Financial Quarter of anyfinancial year).

### **(b)****                                  *Company, TCN and Bank Group Financial Information***:Subject to Clause 22.2 (*Provisionsrelating to the Bank Group Financial Information*), the Company shall

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### provide to theAgents in sufficient copies for all the Lenders, the following financialinformation relating to the Company, TCN or the Bank Group, as the case may be:

#### **(i)****                                   **assoon as they become available but in any event within 120 days after the end ofeach of the Company’s financial years, the audited consolidated financialstatements for such financial year for the Company and (except to the extentthat TCN is a Subsidiary of the Company) within 120 days after the end of eachof TCN’s financial years, the audited consolidated financial statements forsuch financial year for TCN;

#### **(ii)****                               **assoon as they become available but in any event within 120 days after the end ofeach of the Company’s financial years, the unaudited pro forma balance sheet,statement of cash flows and statement of operations for such financial year inrespect 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 theGroup’s public financial information as agreed by the Facility Agent (actingreasonably), together with a commentary from the management in relation to thekey drivers for the financial performance of the Bank Group for such financialyear.

#### **(iii)****                           **assoon as they become available but in any event within 50 days (or 90 days forthe Financial Quarter ended 31 March 2006) after the end of each of the firstthree Financial Quarters of each financial year (and within 120 days after theend of the last Financial Quarter), the unaudited pro forma balance sheet,statement of cash flows and statement of operations for such Financial Quarterin 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 theGroup’s public financial information as agreed by the Facility Agent (actingreasonably).

### **(c)****                                  *Borrower Financial Information: ***Each Borrower shall provide,to the extent such information is required by any Lender to enable it to complywith any law, regulation or other requirement of any central bank or otherfiscal, monetary or other authority, promptly following request by such Lender,such Borrower’s most recent annual audited financial statements to the extentthe same are in final form.

## **22.2****                        Provisionsrelating to Bank Group Financial Information**

### **(a)****                                 **Thefinancial information of the Bank Group delivered pursuant toparagraphs (b)(ii) and (b)(iii) of Clause 22.1 (*Financial Statements*) shall be prepared ingood faith using the same methodologies applied in preparing the auditedconsolidated financial statements of the Ultimate Parent delivered to theAgents pursuant to sub-paragraph (a)(i) of Clause 22.1 (*Financial Statements*).

### **(b)****                                 **Tothe extent possible, all financial data used in preparing the financialinformation of the Bank Group will be derived from:

#### **(i)****                                   **inthe case of financial information in respect of a full financial year of theBank Group, the balance sheet, statement of cash flows, statement of operationsand notes to the audited consolidated financial statements of the UltimateParent in respect of that financial year, including without limitation, revenue(broken down by “Business”, “Consumer” and “Content”); and

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#### **(ii)****                               **inrespect of financial information in respect of any Financial Quarter of anyfinancial year of the Bank Group, from the balance sheet, statement of cashflows, statement of operations and notes to the unaudited consolidatedquarterly financial statements of the Ultimate Parent for the correspondingFinancial Quarter, including without limitation, revenue (broken down by “Business”,“Consumer” and “Content”),

provided that in the eventthat it shall not be possible to apply the financial data used in the financialstatements or management accounts of the Ultimate Parent, as the case may be,such financial information will be determined in good faith based on allocationmethodologies approved by the Board of Directors of the Company.

### **(c)****                                 **Forany period prior to 31 March 2007, Bank Group Consolidated Revenue shallrepresent the combination of revenue of the Ultimate Parent and NTL (withoutduplication) and following the consummation of the Baseball Acquisition, forany period ending on a date prior to the first anniversary of the BaseballEffective Date, Bank Consolidated Revenue shall represent the combination ofthe Ultimate Parent, NTL and Baseball (without duplication), in each case, forthe relevant period.

### **(d)****                                 **Financialstatements for the Bank Group shall reflect, for any period prior to 31 March2007 and/or the Baseball Effective Date, the combination of the historicalstatements of the Ultimate Parent and NTL and Baseball (as the case may be)(without duplication) giving effect to the Merger and/or the BaseballAcquisition (as the case may be) as if the Merger and/or the BaseballAcquisition (as the case may be) had occurred as of the beginning of therelevant period and reflecting such adjustments to give effect to the Mergerand/or the Baseball Acquisition (as the case may be) including elimination ofbalance sheet and other adjustments as if of the Merger and/or the BaseballAcquisition (as the case may be). Such combination of historical statementswill be carried out by the Company in good faith and having regard to publiclyavailable financial information of the NTL Group, Telewest Group and/or theBaseball Group prior to the Merger or the Baseball Acquisition (as the case maybe).

## **22.3****                        Budget**

In respect of each financialyear, as soon as the same becomes available and in any event by no later than30 days after the beginning of each financial year of the Bank Group (otherthan in respect of the financial year ended 31 December 2006), the Companyshall deliver to the Agents, in sufficient copies for the Lenders, the annualoperating budget, which as regards paragraphs (b) and (c) below shall bein the format set out in Schedule 14 (*ProForma Budget Information*) or with such amendments as may benecessary to reflect changes made to the Group’s public financial informationas agreed by the Facility Agent (acting reasonably) and prepared by referenceto each Financial Quarter in respect of such financial year of the BankGroup.  The annual operating budget shallbe prepared in a form consistent with past practice of the Company and shallinclude:

### **(a)****                                 **forecastsof any projected material Disposals (including timing and anticipated NetProceeds thereof) on a consolidated basis for the Bank Group;

### **(b)****                                 **projectedannual statements of operations (including projected revenue and operatingcosts) on a consolidated basis for the Bank Group in the format set out inSchedule 14 (*Pro Forma Budget Information*)or with such amendments as may be necessary to reflect changes made to theGroup’s public financial information as agreed by the Facility Agent (actingreasonably);

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### **(c)****                                 **projectedestimated pro forma balance sheets and estimated pro forma statements of cashflows on a consolidated basis for the Bank Group in the format set out in Schedule14 (*Pro Forma Budget Information*)or with such amendments as may be necessary to reflect changes made to theGroup’s public financial information as agreed by the Facility Agent (actingreasonably);

### **(d)****                                 **projectedcapital expenditure to be included for each Financial Quarter of such financialyear on a consolidated basis for the Bank Group;

### **(e)****                                 **projectedratios in respect of each of the financial covenants set out inClause 23.2 (*Ratios*) foreach Financial Quarter in such financial year; and

### **(f)****                                   **acommentary from the management in relation to the key drivers for the BankGroup for such financial year.

The Company shall providethe Agents with any details of material changes in the projections set out inany Budget delivered under this Clause 22.3 as soon as reasonablypracticable after it becomes aware of any such change.

## **22.4****                        OtherInformation**

The Company shall and shallprocure that each of the Obligors shall from time to time on the request of theFacility Agent and/or Administrative Agent:

### **(a)****                                 **providethe Facility Agent and/or Administrative Agent (as applicable) with suchinformation about the business and financial condition of the Bank Group or anymember of the Bank Group (including such member’s business) as the FacilityAgent and/or Administrative Agent  (asapplicable) may reasonably require, provided that the Company shall not beunder any obligation to provide, or procure the providing of, any informationthe supply of which would be contrary to any confidentiality obligation bindingon any member of the Bank Group or where the supply of such information couldprejudice the retention of legal privilege in such information and providedfurther that no Obligor shall (and the Company shall procure that no member ofthe Bank Group shall) be able to deny the Facility Agent and/or AdministrativeAgent (as applicable) any such information by reason of it having entered intoa  confidentiality undertaking whichwould prevent it from disclosing, or be able to claim any legal privilege inrespect of, any financial information relating to itself or the Group; and

### **(b)****                                 **provideall then existing information about the business and financial condition of theBank 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 allreasonable co-operation for the purpose of determining or assessing the creditratings (if any) assigned to the Facilities, the Bridge Facility Agreement, theAlternative Bridge Facility Agreement, the Existing High Yield Notes, any HighYield Refinancing or the New High Yield Notes, and the Company shall use allreasonable efforts to meet with representatives of Standard & Poor’s andMoody’s no less frequently than once in each calendar year.

## **22.5****                        ComplianceCertificates**

The Company shall ensurethat each set of financial information delivered by it pursuant tosub-paragraphs (a), (b)(ii) and (b)(iii) of Clause 22.1 (*Financial Statements*) is accompanied by aCompliance Certificate signed by two of its authorised signatories (at leastone of whom shall be a Financial Officer) which:

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### **(a)****                                 **wherethe relevant financial statements being delivered relate to a period ending ona Quarter Date in respect of which the financial covenants are required to betested in accordance with paragraphs (d) and (e) of Clause 23.2 (*Ratios*) or, prior to commencement oftesting of the financial covenants, in respect of which a change to anyApplicable Margin is required under Clause 13.3 (*Margin Ratchet for Revolving Facility Advances*)or**Clause 14.7 (*Margin Ratchet for A Facility Advances and A1Facility Advances*):

#### **(i)****                                   **confirmscompliance (or detailing any non-compliance) with the relevant financialcovenants set out in Clause 23 (*FinancialCondition*) (if applicable) and showing figures representing theactual financial ratios then in effect;

#### **(ii)****                               **attachesa working paper (the “**Attached Working Paper**”)setting out the calculations showing compliance with the financial covenantsset out in Clause 23 (*FinancialCondition*) (if applicable) and the information from which suchcalculations are derived (including the calculations for the components of suchcovenants defined in Clause 23.1 (*FinancialDefinitions*) on a line by line basis); and

#### **(iii)****                           **confirmsthat the information contained in the Attached Working Paper has been preparedon the basis of the same information and methodology used to prepare theappropriate financial information;

### **(b)****                                 **inrelation to a Compliance Certificate delivered with the Bank Group’s annualfinancial information only:

#### **(i)****                                   **confirmsthe Bank Group Consolidated Revenues for the financial year ended on thatQuarter Date; and

#### **(ii)****                               **confirmscompliance (or detailing any non-compliance) with the 80% Security Test; and

### **(c)****                                 **inthe case of each Compliance Certificate delivered pursuant to thisClause 22.5, confirms the absence of any Default.

in each case, as at the endof such financial year or Financial Quarter to which such financial informationrelates.

## **22.6****                        Access**

If:

### **(a)****                                 **anEvent of Default has occurred, but only while such Event of Default iscontinuing, (provided that with respect to an Event of Default relating to abreach of any covenant in Clause 23 (*FinancialCondition*), such Event of Default shall be deemed to be continuinguntil such time that the Company has delivered a Compliance Certificatepursuant to Clause 22.5 (*ComplianceCertificates*) demonstrating that the Company is in compliance witheach of the covenants set out in Clause 23 (*Financial Condition*)); or

### **(b)****                                 **inthe reasonable opinion of an Instructing Group, a breach of any covenant inClause 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 theLenders’ expense (in the case of sub-paragraph (b)), but without causing 

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any undue interruption tothe normal business operations of such Obligor or any member of the Bank Group:

#### **(i)****                                   **theFacility Agent shall be entitled to call for an independent audit andinvestigation which is reasonable in scope and degree having regard to thenature of the Event of Default or suspected breach (as the case may be) or thefinancial position of the Bank Group; and

#### **(ii)****                               **theFacility Agent, any Finance Party, or representative of the Facility Agent orsuch Finance Party (an “**Inspecting Party**”)shall be entitled to have access, together with its accountants or otherprofessional advisers, during normal business hours, to inspect or observe suchpart of the Group Business as is owned or operated by any Obligor or any memberof the Bank Group, and to have access to books, records, accounts, documents,computer programmes, data or other information in the possession of oravailable to such Obligor or member of the Bank Group and to take such copiesas may be considered appropriate by such Inspecting Party, provided that noObligor shall (and the Company shall not be obliged to procure that any memberof the Bank Group shall) be under any obligation to allow any person to haveaccess to any books, records, accounts, documents, computer programmes, data orother information or to take copies thereof where to do so would breach anyconfidentiality obligation binding on any member of the Group or wouldprejudice the retention of legal privilege to which such Obligor or member ofthe Group is then entitled in respect of such books, records, accounts,documents, computer programmes, data or other information and provided furtherthat no Obligor shall (and the Company shall procure that no member of the BankGroup shall) be able to deny the Facility Agent any such information by reasonof it having entered into a confidentiality undertaking which would prevent it from disclosing, orbe able to claim any legal privilege in respect of, any financial informationrelating to itself or the Group.

## **22.7****                        Change inAccounting Practices**

The Company shall ensurethat each set of financial information delivered to the Agents pursuant toparagraphs (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’sOriginal Financial Statements, unless in relation to any such set of financialinformation, the Company elects to notify the Agents that there have been oneor more changes in any such accounting policies, practices or procedures(including, without limitation, any change in the basis upon which costs arecapitalised) and:

### **(a)****                                 **inrespect of any change in the basis upon which the information required to bedelivered pursuant to sub-paragraphs (a)(i) or (a)(ii) of Clause 22.1(*Financial Statements*) isprepared, the Ultimate Parent provides:

#### **(i)****                                   **adescription of the changes and the adjustments which would be required to bemade to that financial information in order to cause them to reflect theaccounting policies, practices or procedures upon which such Original FinancialStatements were prepared; and

#### **(ii)****                               **sufficientinformation, in such detail and format as may be reasonably required by theFacility Agent, to enable the Lenders to make an accurate comparison betweenthe financial positions indicated by that financial information and by suchOriginal Financial Statements,

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and any reference in thisAgreement to that financial information shall be construed as a reference tothat financial information as adjusted to reflect the basis upon which theOriginal Financial Statements were prepared; or

### **(b)****                                 **theCompany notifies the Facility Agent that it is not longer practicable to testcompliance with the financial covenants set out in Clause 23 (*Financial Condition*) against the financialinformation required to be delivered pursuant to this Clause 22 or that itwishes to cease preparing the additional information required bysub-paragraph (a) above, in which case:

#### **(i)****                                   **theFacility Agent and the Company shall enter into negotiations with a view toagreeing alternative financial covenants to replace those contained inClause 23 (*Financial Condition*)in order to maintain a consistent basis for such financial covenants (and forapproval by an Instructing Group); and

#### **(ii)****                               **ifthe Facility Agent and the Company agree alternative financial covenants toreplace those contained in Clause 23 (*FinancialCondition*) which are acceptable to an Instructing Group, suchalternative 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 Agentpursuant to this sub-paragraph (b), the Facility Agent and the Companycannot agree alternative financial covenants which are acceptable to anInstructing Group, the Facility Agent shall refer the matter to any of thePermitted Auditors as may be agreed between the Company and the Facility Agentfor determination of the adjustments required to be made to such financialinformation or the calculation of such ratios to take account of such change,such determination to be binding on the parties hereto, provided that pendingsuch determination (but not thereafter) the Company shall continue to preparefinancial information and calculate such covenants in accordance with paragraph (a)above.

## **22.8****                        Notifications**

The Company shall furnish orprocure that there shall be furnished to the Agents in sufficient copies foreach of the Lenders:

### **(a)****                                 **assoon as reasonably practicable, documents required to be despatched by theUltimate Parent to its shareholders generally (or any class of them) in theircapacity as such and all documents relating to the financial obligations of anyObligor despatched by or on behalf of any Obligor to its creditors generally(in their capacity as creditors) it being agreed that to the extent suchinformation is filed with the SEC, such filing will satisfy the Company’sobligations with regard to the provision of such information;

### **(b)****                                 **assoon as reasonably practicable after the same are instituted or, to itsknowledge, threatened, details of any litigation, arbitration or administrativeproceedings involving any member of the Bank Group which, is reasonably likelyto be adversely determined and if adversely determined, could reasonably beexpected to have a Material Adverse Effect; and

### **(c)****                                 **writtendetails of any Default promptly upon becoming aware of the same, and of allremedial steps being taken and proposed to be taken in respect of that Default.

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## **22.9****                        Role ofthe Administrative Agent and US Paying Agent**

Notwithstanding the rightsof the Administrative Agent and the US Paying Agent to receive or requestcertain documentation and other information as set out in this Clause 22 (*Financial Information*), the other FinanceParties hereby expressly acknowledge and agree that the Administrative Agentand the US Paying Agent (a) are under no obligation to ensure that any suchdocumentation 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 itsrights as set out in this Clause 22 (*FinancialInformation*) and (c) shall have no liability whatsoever to any otherFinance Party for the failure to exercise, or any delay in exercising, any ofits rights set out in this Clause 22 (*FinancialInformation*).

# **23.****                               FINANCIALCONDITION**

## **23.1****                        FinancialDefinitions**

In this Agreement thefollowing 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 allPermitted Joint Venture Proceeds for such period and/or Permitted Joint VentureNet Operating Cash Flow for such period included in Consolidated OperatingCashflow pursuant to paragraph (d) of the definition thereof) after:

### **(a)****                                 ***adding back*:

#### **(i)****                                   **anydecrease in the amount of Working Capital at the end of such period comparedagainst the Working Capital at the start of such period;

#### **(ii)****                               **allcash extraordinary or non-recurring gains during that period to the extent notincluded in Consolidated Operating Cashflow;

#### **(iii)****                           **anyamount received in cash in that period by members of the Bank Group in respectof income and related taxes;

#### **(iv)****                              **allPermitted Joint Venture Proceeds received for such period; and

#### **(v)****                                  **allproceeds from disposals of assets purchased up to 90 days previously pursuantto sale and leaseback transactions otherwise permitted under this Agreement;

### **(b)****                                 ***deducting*:

#### **(i)****                                   **theactual capital expenditure of members of the Bank Group during such period andin calculating Bank Group Cash Flow for the purposes of Clause 12.4 (*Repayment from Excess Cashflow*) only, theaggregate of the consideration paid for or cost of any permitted acquisitionsand the amount of any investments in Joint Ventures made in the period by themember of the Bank Group to the extent included in Consolidated OperatingCashflow;

#### **(ii)****                               **anyincrease in the amount of Working Capital at the end of such period comparedagainst the Working Capital at the start of that period;

#### **(iii)****                           **anyamount paid in cash in that period by any member of the Bank Group in respectof income and related taxes;

** **

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#### **(iv)****                              **allcash extraordinary or non-recurring losses during that period to the extent notincluded in Consolidated Operating Cashflow;

#### **(v)****                                  **incalculating Bank Group Cash Flow for the purposes of Clause 12.4 (*Repayment from Excess Cash Flow*) only, anyamount paid in cash in that period in respect of the items included in thecalculation of net income or loss in the definition of Consolidated OperatingCashflow and any amounts paid in cash in respect of payments made or paidduring such period by any member of the Bank Group to any person who is not amember of the Bank Group including without limitation, the payment of all costsand expenses in connection with transactions contemplated by the FinanceDocuments and the Bridge Finance Documents; and

#### **(vi)****                              **anyamount paid in cash in that period in respect of dividends, distributions,loans, investments or other similar payments made or paid during such period byany member of the Bank Group to any person who is not a member of the BankGroup and any cash charges falling under sub-paragraph (a)(ix) of “ConsolidatedOperating Cashflow” which have been added back for the purposes of calculatingsuch definition,

provided that in no eventshall amounts constituting Consolidated Debt Service be deducted from BankGroup Cash Flow, and no amount shall be included or excluded more than once andprovided that, for the avoidance of doubt, in calculating Bank Group Cash Flowfor the purposes of Clause 12.4 (*Repaymentfrom Excess Cash Flow*), Equity Proceeds, Debt Proceeds and NetProceeds and the proceeds of any Subordinated Funding shall be excluded.

“**Cash**” means at any time:

**(a)**                                  all CashEquivalent Investments; and

**(b)**                                  cash (incleared balances) denominated in Sterling (or any other currency freelyconvertible into Sterling) and credited to an account in the name of a memberof the Bank Group with an Eligible Deposit Bank and to which such a member ofthe Bank Group is alone beneficially entitled and for so long as:

**(i)**                                    such cash isrepayable on demand (including any cash held on time deposit which is capableof being broken and the balance received on same day notice provided that anysuch cash shall only be taken into account net of any penalties or costs whichwould be incurred in breaking the relevant time deposit) and repayment of suchcash is not contingent on the prior discharge of any other indebtedness of anymember of the Bank Group or of any other person whatsoever or on thesatisfaction of any other condition; or

**(ii)**                                such cash hasbeen deposited with an Eligible Deposit Bank as security for any performancebond, guarantee, standby letter of credit or similar facility the contingentliabilities relating to such having been included in the calculation ofConsolidated Total Debt.

“**Consolidated Debt Service**” means, in respectof any period, the aggregate of:

**(a)**                                  theConsolidated Total Net Cash Interest Payable in respect of such period; and

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**(b)**                                  save to theextent immediately reborrowed, the aggregate of all scheduled payments(excluding any voluntary and mandatory prepayments) made in such period ofprincipal, capital or nominal amounts in respect of Consolidated Total Debt.

“**Consolidated Net Debt**” means, at any time, the ConsolidatedTotal Debt at such time less Cash, in cleared balances at such time, creditedto any account in the name of a member of the Bank Group subject to a maximumaggregate Cash amount of £200,000,000 (or its equivalent in other currencies).

“**Consolidated Net Income**” means for any period, with respect toany person, net income (or loss) after taxes for such period of such person(calculated on a consolidated basis, if it has Subsidiaries) determined inaccordance with GAAP.

“**Consolidated Operating Cashflow**” means, inrespect of any period:

**(a)**                                  ConsolidatedNet Income of the Bank Group for such period, in accordance with GAAP as thenin effect adding back (or deducting as the case may be) (only to the extentused in arriving at net income or loss of the Bank Group):

**(i)**                                    non-cash gainsor losses, whether extraordinary, recurring or otherwise (excluding however anynon-cash charge to the extent that it represents amortisation of a prepaidexpense 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 withoutlimitation non-cash expenses for compensation relating to the granting ofoptions and restricted stock, sale of stock and similar arrangements;

**(ii)**                                income taxexpense or benefit;

**(iii)**                            foreigncurrency transaction gains and losses and foreign currency translationdifferences;

**(iv)**                               othernon-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 incomeor losses from equity investments and minority interests;

**(vi)**                               interestexpense and interest income including, without limitation, amortisation of debtissuance cost and debt discount;

**(vii)**                           depreciationand amortisation;

**(viii)**        extraordinary items;

**(ix)**                              at the electionof the Company, cash charges resulting from any third party professional,advisory, legal and accounting fees and out-of-pocket expenses reasonablyincurred in connection with the Merger, the Baseball Scheme, an acquisition orinvestment, any financing (in any such case, whether completed or not) providedthat the aggregate amount added back in respect of such fees and expenses shallnot at any time exceed £25 million;

**(x)****                                 **restructuringcharges determined in accordance with FAS 146 in an amount of up to £50 millionfor the financial year during which the Merger Closing Date occurs (or £60million in the event that the Baseball Acquisition also occurs during suchfinancial year (other than pursuant to a Stand Alone Baseball 

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Financing))(“**Year 1**”) and up to £50 millionin the following financial year (or £60 million in the event that the BaseballAcquisition has occurred during such financial year or during Year 1 (in eithercase, other than pursuant to a Stand Alone Baseball Financing)) (“**Year 2**”) provided that any unutilisedamounts from Year 1 may be carried forward to Year 2 and any unutilised amountsfrom Year 2 (including, for the avoidance of doubt, any amounts rolled overfrom Year 1) may be carried forward and added back to Consolidated OperatingCashflow in the period from the end of Year 2 to the third anniversary of theMerger Closing Date; and

**(xi)**                              cumulativechanges in GAAP from and including the accounting principles applied in thepreparation of the Original Financial Statements,

*minus*

**(b)****                                 **the Excluded Group OperatingCashflow for that period (to the extent included in the calculation ofparagraph (a) above);

**(c)****                                 **to the extentincluded in Consolidated Net Income for such period and not otherwise deductedpursuant to paragraph (a) above:

**(i)****                                   **that portion of the share ofprofit or loss from Permitted Joint Ventures; and

**(ii)****                               **the aggregate amount of allinterest income and/or dividends received during such period from one or moreof the Permitted Joint Ventures;

*plus*

**(d)****                                 **the lower of (i) theaggregate Permitted Joint Venture Proceeds actually received by the Bank Groupduring such period and (ii) the aggregate of the proportionate interests ofeach member of the Bank Group in any Permitted Joint Venture Net Operating CashFlow for such period.

“**Consolidated Total Debt**” means, at any time(without double counting):

**(a)**                                  the aggregateprincipal, capital or nominal amounts (including any Interest capitalised asprincipal) of Financial Indebtedness of any member of the Bank Group(including, without limitation, Financial Indebtedness arising under orpursuant to the Finance Documents); plus

**(b)**                                  the aggregateprincipal, capital or nominal amounts (including any Interest capitalised asprincipal) of Financial Indebtedness of any member of the Group to the extentit is Non-Bank Group Serviceable Debt;

*excluding*any FinancialIndebtedness of any member of the Group to another member of the Group or underany Subordinated Funding, to the extent not prohibited under this Agreement andexcluding any Financial Indebtedness arising by reason only of mark to marketfluctuations in respect of interest rate hedging arrangements since theoriginal date on which such interest rate hedging arrangements wereconsummated.

“**Consolidated Total Net Cash Interest Payable**” means, inrespect of any period, the aggregate amount of the Interest which has accruedon the Consolidated Total Debt during such period (but excluding for theavoidance of doubt any fees payable in or amortised during such period) but *deducting*any Interest actually receivedin cash by any member of the Bank Group,

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“**Current Assets**” means the aggregate of trade and otherreceivables (net of allowances for doubtful debts), prepayments and all othercurrent assets of the Bank Group (which until such time as balance sheets areprepared for the Bank Group shall be allocated from the relevant consolidatedfinancial statements of the Group to the Bank Group by the board of directorsof the Company acting in good faith) maturing within twelve months from thedate of computation, as required to be accounted for as current assets under GAAPbut excluding cash and Cash Equivalent Investments and excluding the impact ofHedging Agreements.

“**Current Liabilities**” means the aggregate of all liabilities(including accounts payable, accruals and provisions) of the Bank Group (whichuntil such time as balance sheets are prepared for the Bank Group shall beallocated to the Bank Group from the relevant consolidated financial statementsof 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 tobe accounted for as current liabilities under GAAP but excluding FinancialIndebtedness of the Bank Group falling due within such period and any intereston such Financial Indebtedness due in such period and excluding the impact ofHedging Agreements.

“**Eligible Deposit Bank**” means any bank or financial institutionwhich has a short term rating of at least A1 granted by Standard & Poor’sor P1 granted by Moody’s.

“**Excluded Group Operating Cashflow**” means,in respect of any period, that proportion of Consolidated Net Income which isattributable to the Excluded Group for that period adding back (or deducting asthe case may be) (to the extent used in arriving at net profit or loss of theExcluded Group):

**(a)**                                  non-cash gainsor losses, whether extraordinary, recurring or otherwise (excluding however anynon-cash charge to the extent that it represents amortisation of a prepaidexpense 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 withoutlimitation non-cash expenses for compensation relating to the granting ofoptions and restricted stock, sale of stock and similar arrangements;

**(b)**                                  income taxexpense or benefit;

**(c)**                                  foreigncurrency transaction gains and losses and foreign currency translationdifferences;

**(d)**                                  othernon-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 incomeor losses from equity investments and minority interests;

**(f)**                                    interestexpense and interest income including, without limitation, amortisation of debtissuance cost and debt discount;

**(g)**                                 depreciationand amortisation;

**(h)**                                 extraordinaryitems;

**(i)**                                    restructuringcharges determined in accordance with FAS 146; and

**(j)**            cumulative changes in GAAP from theOriginal Execution Date.

“**Financial Quarter**” means the period commencing on the dayimmediately following any Quarter Date in each year, and ending on the nextsucceeding Quarter Date.

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“**Interest**” means:

**(a)****                                 **interest and amounts in thenature of interest accrued in respect of any Financial Indebtedness (includingwithout limitation, in respect of obligations under finance or capital leasesor hire purchase payments);

**(b)****                                 **discounts suffered andrepayment premiums payable in respect of Financial Indebtedness, in each caseto the extent applicable GAAP requires that such discounts and premiums betreated as or in like manner to interest;

**(c)****                                 **discount fees and acceptancefees payable or deducted in respect of any Financial Indebtedness (includingall fees payable in connection with any Documentary Credit, any other lettersof credit or guarantees and any Ancillary Facility);

**(d)**                                  any othercosts, expenses and deductions of the like effect and any net payment (or, ifappropriate in the context, receipt) under any Hedging Agreement or likeinstrument, taking into account any premiums payable for the same, and theinterest element of any net payment under any Hedging Agreement; and

**(e)****                                 **commitment andnon-utilisation fees (including, without limitation, those payable under thisAgreement) but excluding agent’s fees, front-end, management, arrangement andparticipation fees and repayment premiums with respect to any FinancialIndebtedness (including, without limitation, all those payable under theFinance Documents).

“**Permitted Joint Venture Net Operating Cash Flow**”means the aggregate of the proportionate interests of each member of the Groupin any Permitted Joint Venture of such Joint Venture’s Consolidated Net Incomefor such period adding back (or deducting as the case may be) (only to theextent used in arriving at consolidated net income or loss of such JointVenture):

**(a)**                                  non-cash gainsor losses, whether extraordinary, recurring or otherwise (excluding however anynon-cash charge to the extent that it represents amortisation of a prepaidexpense 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 withoutlimitation non-cash expenses for compensation relating to the granting ofoptions and restricted stock, sale of stock and similar arrangements;

**(b)**                                  income taxexpense or benefit;

**(c)**                                  foreigncurrency transaction gains and losses and foreign currency translationdifferences;

**(d)**                                  othernon-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 incomeor losses from equity investments and minority interests;

**(f)**                                    interestexpense and interest income including, without limitation, amortisation of debtissuance cost and debt discount;

**(g)**                                 depreciationand amortisation;

**(h)**                                 extraordinaryitems;

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**(i)**                                    restructuringcharges determined in accordance with FAS 146; and

**(j)**                                    cumulativechanges in GAAP from the Original Execution Date.

“**Permitted Joint Venture Proceeds**” means the cash proceeds ofall payments of interest and principal received under Financial Indebtednessand of all dividends, distributions or other payments (including managementfees) made by any Permitted Joint Venture to any member of the Bank Group.

“**Quarter Date**” means each of 31 March, 30 June, 30 Septemberand 31 December in each financial year of the Company.

“**Working Capital**” means on any date Current Assets less CurrentLiabilities.

## **23.2****                        Ratios**

With effect from (andincluding) the end of the third full Financial Quarter after the Merger ClosingDate, the financial condition of the Group or the Bank Group, as the case maybe, as evidenced by the financial information provided pursuant toparagraphs (a) and (b) of Clause 22.1 (*Financial Statements*) and the Attached Working Paperreferred to in Clause 22.5 (*ComplianceCertificates*) shall be such that:

### **(a)****                                  LeverageRatio: Consolidated Net Debt to Consolidated Operating Cashflow**

Subject toparagraph (e) below, Consolidated Net Debt as at any Quarter Datespecified in the table in paragraph (d) of this Clause 23.2, shallnot be more than X times Consolidated Operating Cashflow calculated on arolling twelve month basis ending on such Quarter Date, where X has the valueindicated for such Quarter Date in such table and, for the purposes of thecalculation of the Leverage Ratio as at any Quarter Date, giving pro formaeffect to the Utilisation of the B5 Facility and the B6 Facility.

### **(b)****                                  InterestCoverage Ratio: Consolidated Operating Cashflow to Consolidated Total Net CashInterest Payable**

Subject toparagraph (e) below, Consolidated Operating Cashflow calculated on arolling twelve month basis ending on any Quarter Date specified in the table inparagraph (d) of this Clause 23.2, shall not be less than Y timesConsolidated Total Net Cash Interest Payable calculated on a rolling twelvemonth 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 31December 2006:

#### **(i)****                                   **ConsolidatedOperating Cashflow shall be calculated in accordance with the principlesspecified in paragraph (d) of Clause 22.2 (*Provisions relating to Bank Group Financial Information*);and

#### **(ii)****                               **ConsolidatedTotal Net Cash Interest Payable shall be calculated by annualising (on thebasis of the actual number of days in such period and a 365 day year) theConsolidated Total Net Cash Interest Payable for the period commencing on theMerger Closing Date and ending on 31 December 2006.

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### **(c)****                                  DebtService Coverage Ratio: Bank Group Cash Flow to Consolidated Debt Service**

Subject toparagraph (e) below, Bank Group Cash Flow calculated for each rollingtwelve month period ending on each Quarter Date specified in the table inparagraph (d) of this Clause 23.2, shall not be less than Z timesConsolidated Debt Service for such period where Z has the value indicated forsuch period in such table provided that (to the extent applicable) in the caseof the test falling on 31 December 2006:

#### **(i)****                                   **BankGroup Cash Flow shall be calculated in accordance with the principles specifiedin paragraph (d) of Clause 22.2 (*Provisionsrelating to Bank Group Financial Information*); and

#### **(ii)****                               **ConsolidatedDebt Service shall be calculated by annualising (on the basis of the actualnumber of days in such period and a 365 day year) the Consolidated Debt Servicefor the period commencing on the Merger Closing Date and ending on 31 December2006.

### **(d)****                                  RatioTable**

Thisis the table referred to in paragraphs (a) to (c) above.

 

|                                 | ** ** | **Leverage Ratio** | ** ** | **Interest  Coverage Ratio** | ** ** | **Debt Service  Coverage Ratio** | ** ** |
|---------------------------------|------------|-------------------------|------------|-----------------------------------|------------|---------------------------------------|------------|
| **Quarter Date**           | ** ** | X                       | ** ** | Y                                 | ** ** | Z                                     | ** ** |
| 31 December 2006                |       | 5.45:1                  |       | 2.30:1                            |       | 1:1                                   |       |
| 31 March 2007                   |       | 5.25:1                  |       | 2.35:1                            |       | Not  tested                           |       |
| 30 June 2007                    |       | 5.25:1                  |       | 2.35:1                            |       | Not  tested                           |       |
| 30 September  2007              |       | 5.25:1                  |       | 2.35:1                            |       | Not  tested                           |       |
| 31 December 2007                |       | 5.25:1                  |       | 2.35:1                            |       | Not  tested                           |       |
| 31 March 2008                   |       | 5.00:1                  |       | 2.35:1                            |       | Not  tested                           |       |
| 30 June 2008                    |       | 4.90:1                  |       | 2.50:1                            |       | Not  tested                           |       |
| 30 September  2008              |       | 4.90:1                  |       | 2.55:1                            |       | Not  tested                           |       |
| 31 December 2008                |       | 4.90:1                  |       | 2.60:1                            |       | Not  tested                           |       |
| 31 March 2009                   |       | 4.85:1                  |       | 2.65:1                            |       | Not  tested                           |       |
| 30 June 2009                    |       | 4.70:1                  |       | 2.80:1                            |       | Not  tested                           |       |
| 30 September  2009              |       | 4.40:1                  |       | 3.00:1                            |       | 1:1                                   |       |
| 31 December 2009                |       | 4.15:1                  |       | 3.15:1                            |       | 1:1                                   |       |
| 31 March 2010                   |       | 4.00:1                  |       | 3.35:1                            |       | 1:1                                   |       |
| 30 June 2010                    |       | 4.00:1                  |       | 3.55:1                            |       | 1:1                                   |       |
| 30 September  2010              |       | 3.70:1                  |       | 3.75  :1                          |       | 1:1                                   |       |
| 31 December 2010                |       | 3.60:1                  |       | 3.75  :1                          |       | 1:1                                   |       |
| 31 March 2011                   |       | 3.40:1                  |       | 4.00  :1                          |       | 1:1                                   |       |
| 30 June 2011                    |       | 3.25:1                  |       | 4.00  :1                          |       | 1:1                                   |       |
| 30 September  2011              |       | 3.00:1                  |       | 4.00:1                            |       | 1:1                                   |       |
| 31 December 2011 and thereafter |       | 3.00:1                  |       | 4.00  :1                          |       | 1:1                                   |       |

 

 

 

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### **(e)****                                 **Ifany Compliance Certificate delivered pursuant to Clause 22.5 (*Compliance Certificates*) demonstrates thatthe ratio of Consolidated Net Debt to Consolidated Operating Cashflow inrespect of the relevant Quarter Date for which such Compliance Certificate wasdelivered was 4.25:1 or lower, the covenants which are required to be testedpursuant to paragraphs (a), (b) and (c) above shall thereafter, and for solong as the ratio of Consolidated Net Debt to Consolidated Operating Cashflowas at each subsequent Quarter Date remains at 4.25:1 or lower, be tested oneach alternative Quarter Date shown on the table in paragraph (d) above.  In the event that any Compliance Certificatedelivered pursuant to Clause 22.5 (*ComplianceCertificates*) demonstrates that the ratio of Consolidated Net Debtto Consolidated Operating Cashflow in respect of any Quarter Date for whichsuch Compliance Certificate was delivered exceeds 4.25:1, the covenants whichare required to be tested pursuant to paragraphs (a), (b) and (c) aboveshall thereafter, and for so long as the ratio of Consolidated Net Debt toConsolidated Operating Cashflow as at each subsequent Quarter Date exceeds4.25:1 be tested, in accordance with paragraphs (a), (b) and (c) above, oneach subsequent Quarter Date.

## **23.3****                        EquityCure Right**

### **(a)****                                 **Subjectto paragraph (b) below, if any Compliance Certificate delivered by theCompany demonstrated that the Bank Group is in breach of any of the financialcovenants set out in paragraphs (a), (b) or (c) of Clause 23.2 (*Ratios*) as at the relevant Quarter Date towhich such Compliance Certificate relates, then the Company may, at its option,within 5 Business Days of delivery of such Compliance Certificate and withoutprejudice 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 anyNew Equity be contributed into the Bank Group and either:

#### **(i)****                                   **appliedtowards the prepayment of the Term Facilities; or

#### **(ii)****                               **addedback to the calculation of Consolidated Operating Cashflow,

in each case, in an amountwhich, if such test(s) were to be recalculated as at such Quarter Date butgiving effect to such application or add-back, such test(s) would have beensatisfied.

### **(b)****                                 **TheEquity Cure Right shall be subject to the following conditions:

#### **(i)****                                   **subjectto sub-paragraph (ii) below, such Equity Cure Right may not be used onmore than three occasions over the life of the Facilities;

#### **(ii)****                               **inthe 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 theFacilities, and in an amount not exceeding £100 million;

#### **(iii)****                           **inthe 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 anysubsequent Quarter Date on which such financial covenants are to be tested; and

#### **(iv)****                              **suchEquity Cure Right may not be used for any two consecutive Quarter 

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#### Dates.

### **(c)****                                 **Anyproceeds of New Equity which are contributed into the Bank Group for thepurposes specified above, shall thereafter be retained within the Bank Group.

## **23.4****                        CurrencyCalculations**

Where any financialinformation with reference to which any of the covenants in Clause 23.2 (*Ratios*) are tested states amounts in acurrency other than Sterling such amounts shall, for the purposes of testingsuch covenants be converted from such currency into Sterling at the rate usedin such financial information for the purpose of converting such amounts fromSterling into the currency in which they are stated in such financialinformation or where no such rate is stated in such financial information at anappropriate rate selected by the Company, acting reasonably.

## **23.5****                        Pro FormaCalculations**

For the purposes of testingcompliance with the financial covenants set out in Clause 23.2 (*Ratios*), the calculation of such ratiosshall be made on a pro forma basis giving effect to all material acquisitionsand disposals made by the Bank Group during the relevant period of calculationbased on historical financial results of the items being acquired or disposedof.

# **24.****                               POSITIVEUNDERTAKINGS**

## **24.1****                        Applicationof Advances**

The Parent shall each ensurethat the proceeds of each Advance made under this Agreement are appliedexclusively for the applicable purposes specified in Clause 2.3 (*Purpose*).

## **24.2****                        FinancialAssistance and Fraudulent Conveyance**

The Parent and each Obligorshall (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 andthe performance of its obligations thereunder does not contravene anyapplicable local laws and regulations concerning fraudulent conveyance,financial assistance by a company for the acquisition of or subscription forits own shares or the shares of its parent or any other company or concerningthe protection of shareholders’ capital.

## **24.3****                        NecessaryAuthorisations**

TheParent and each Obligor shall (and the Company shall procure that each memberof the Bank Group shall):

### **(a)****                                 **obtain,comply with and do all that is necessary to maintain in full force and effectall Necessary Authorisations, except where a failure to do so could notreasonably be expected to have a Material Adverse Effect; and

### **(b)****                                 **promptlyupon request of the Facility Agent, supply certified copies to the FacilityAgent of any such Necessary Authorisations so requested.

## **24.4****                        Compliancewith Applicable Laws**

The Parent and each Obligorshall (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 theconduct of its business and the ownership of its assets (including, withoutlimitation, all 

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Statutory Requirements), ineach case, where a failure so to comply could reasonably be expected to have aMaterial Adverse Effect.

## **24.5****                        Insurance**

### **(a)****                                 **EachObligor shall (and the Company shall procure that each member of the Bank Groupshall) effect and maintain insurances on and in relation to its business andassets against such risks and to such extent as is necessary or usual forprudent companies carrying on a business such as that carried on by suchObligor or member of the Bank Group with either a Captive Insurance Company ora reputable underwriter or insurance company except to the extent disclosed inthe Group’s public disclosure documents or to the extent that the failure to soinsure could not reasonably be expected to have a Material Adverse Effect.

### **(b)****                                 **TheCompany shall (upon the reasonable request of the Facility Agent) supply theFacility Agent with copies of all such insurance policies or certificates ofinsurance in respect thereof or (in the absence of the same) such otherevidence of the existence of such policies as may be reasonably acceptable tothe Facility Agent.

## **24.6****                        IntellectualProperty**

EachObligor shall (and the Company shall procure that each member of the Bank Groupshall):

### **(a)****                                 **takeall necessary action to safeguard and maintain its rights, present and future,in or relating to all Intellectual Property Rights owned, used or exploited byit and which are material to the Group Business (including, without limitation,paying all applicable renewal fees, licence fees and other outgoings) savewhere a failure to do so could not reasonably be expected to have a MaterialAdverse Effect; and

### **(b)****                                 **notifythe Facility Agent promptly of any infringement or suspected infringement orany challenge to the validity of any of the present or future IntellectualProperty Rights owned, used or exploited by it and which are material to theGroup Business which may come to its notice and it will supply the FacilityAgent with all information in its possession relating thereto if the same couldreasonably be expected to have a Material Adverse Effect and take all necessarysteps (including, without limitation, the institution of legal proceedings) toprevent third parties infringing such Intellectual Property Rights to theextent that failure to do so could reasonably be expected to have a MaterialAdverse Effect.

## **24.7****                        Ranking ofClaims**

Subject to the Reservations,the Parent and each Obligor shall ensure that at all times the claims of theFinance Parties against it under the Finance Documents to which it is a partyrank at least *pari passu* with theclaims of all its unsecured, unsubordinated creditors save those whose claimsare preferred by any bankruptcy, insolvency, liquidation or similar laws ofgeneral application.

## **24.8****                        Pay Taxes**

Each Obligor shall procureand the Company shall procure that each member of the Bank Group shall ensurethat, at all times, there are no material claims or liabilities which areasserted against it in respect of tax, save to the extent the relevant Obligoror in the case of any other member of the Bank Group, the Company (as the casemay be) can demonstrate that the same are being contested in good faith on thebasis of appropriate professional advice and 

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that proper reserves havebeen established therefor to the extent required by applicable generallyaccepted accounting principles.

## **24.9****                        Hedging**

TheCompany shall (or shall procure that the Parent shall):

### **(a)****                                 **enterinto and maintain hedging arrangements with Hedge Counterparties, by way ofinterest rate swap transaction, basis swap, forward rate transaction, interestrate option, foreign exchange transaction, cap transaction, floor transaction,collar transaction, currency swap transaction, cross-currency rate swaptransaction, currency option or any similar derivative transaction, or anycombination of the foregoing, for the purpose of limiting the Bank Group’sexposure to adverse movements in interest rates or foreign exchange in relationto the Facilities, the Bridge Facility (or the Alternative Bridge Facility, asthe case may be) and the New High Yield Notes (if applicable) as follows:

**(i)**                                    interest ratehedging (or fixed rate debt, for which purposes, outstanding advances under theBridge Facility shall be deemed to constitute fixed rate debt prior to theissuance 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 ClosingDate, under the Facilities and the Bridge Facility (or the Alternative BridgeFacility, 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 (providedthat for this purpose the principal amount of any fixed rate Existing HighYield Notes and any fixed rate New High Yield Notes shall be included in thecalculation of such minimum hedging requirement); and

#### **(ii)****                               **currencyrate hedging in respect of 100% of the aggregate principal amount of the  Facilities which are denominated in euros orDollars (if applicable) for a period of not less than 3 years from the MergerClosing Date;

#### **(iii)****                           **currencyrate hedging in respect of 100% of interest payable in euros and Dollars underthe Facilities (if applicable), for a period of not less than 3 years from theMerger Closing Date;

#### **(iv)****                              **currencyrate hedging in respect of 100% of the coupon payable in euros and Dollarsunder the New High Yield Notes (if applicable), for a period up to the applicablefirst call date in respect of such New High Yield Notes,

ineach case within 6 months of the Merger Closing Date other than:

**(1)****                                **in the case of the hedgingarrangements required to be entered into under sub-paragraph (a)(i) above,those hedging arrangements relating to the A1 Facility and the B1 Facilitywhich shall be required to be implemented within 6 months of the BaseballEffective Date;

**(2)**                                 in the case ofthe hedging arrangements required to be entered into undersub-paragraphs (a)(ii) and (a)(iii) above, those hedging arrangementsrelating to the B6 Facility, which shall be required to be implemented within 3months of first Utilisation of the B6 Facility; and

** **

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**(3)**                                 in the case ofthe hedging arrangements required to be entered into undersub-paragraph (a)(iv) above, those hedging arrangements relating to theNew High Yield Notes, which shall be required to be implemented within 6 monthsof the date of issuance of such New High Yield Notes:

### **(b)****                                 **within6 months of the date of any High Yield Refinancing, enter into and maintainhedging arrangements with Hedge Counterparties for the purpose of limiting theBank Group’s exposure to adverse movements in interest rates or foreignexchange in relation to such High Yield Refinancing  for the relevant remaining period specifiedin the Existing NTL Senior Credit Facilities Agreement to the extent that theCompany would have been obliged to enter into hedging arrangements in respectof such High Yield Refinancing thereunder (in the case of a refinancing ofExisting High Yield Notes) or for the relevant periods specified insub-paragraphs (a)(i) and (a)(iv) above (in the case of a refinancing ofNew High Yield Notes);

### **(c)****                                 **ensurethat the hedging arrangements required pursuant to this Clause 24.9 areExisting Hedging Agreements or are entered into in the form of AcceptableHedging Agreements; and

### **(d)****                                 **assoon as reasonably practicable following request by the Facility Agent providethe Facility Agent with certified true copies of each such Hedging Agreemententered into,

provided that the Companyshall not be in breach of this Clause 24.9 if the Company fails to enterinto the hedging arrangements required under paragraphs (a) and (b) by therelevant times specified in paragraphs (a) and (b) if during the timebetween the Original Execution Date and the date on which such hedgingarrangements are required to be implemented:

#### **(i)****                                   **noneof the Lenders or their Affiliates is willing to enter into Hedging Agreementsto effect the hedging arrangements required by paragraphs (a) or (b), asthe case may be; or

#### **(ii)****                               **wherea Lender or its Affiliate is willing to enter into such hedging arrangements,the terms of such hedging arrangements are, in the reasonable opinion of theAdministrative Agent and the Mandated Lead Arrangers and having regard to thecreditworthiness of the Company and current market conditions, considered to beunreasonable, or where in the opinion of the Administrative Agent and theMandated Lead Arrangers, acting reasonably, such hedging arrangements wouldcause material adverse tax-related implications for any member of the Group.

## **24.10****                 Pension Plans**

### **(a)****                                 **TheCompany shall use reasonable endeavours to ensure that all pension plansmaintained and operated by it or any member of the Bank Group, generally forthe benefit of employees of any member of the Bank Group are maintained andoperated and have been valued by an actuary appointed by the Company inaccordance with all applicable laws from time to time and that the employercontributions are assessed and paid in all material respects in accordance withthe governing provisions of such schemes and all laws applicable thereto, ineach case, save to the extent that any failure to do so could not reasonably beexpected to have a Material Adverse Effect.

Withoutprejudice to the generality of Clause 24.10(a):

### **(b)****                                 **TheCompany shall ensure that, except for the NTL Pension Plan, the NTL 1999 

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### PensionScheme, 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 asdefined 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 withor an associate of any employer of an occupational pension scheme which is nota money purchase scheme.

### **(c)****                                 **EachParticipating Employer shall ensure that, in relation to each UK PensionScheme, no circumstance or event occurs and no action or omission is takenwhich has or is reasonably likely to have a Material Adverse Effect (including,without limitation, any Participating Employer ceasing to employ any member ofsuch a pension scheme or, in the case of any UK DB Scheme, the issue of aFinancial Support Direction or Contribution Notice to any member of the Group).

### **(d)****                                 **TheCompany shall promptly notify the Facility Agent of any change in the rate ofcontributions to any UK DB Schemes, paid or recommended to be paid (whether bythe scheme actuary or otherwise) or required by law or otherwise which mightreasonably be expected to have a Material Adverse Effect.

### **(e)****                                 **EachObligor shall immediately notify the Facility Agent of any investigation orproposed investigation by the Pensions Regulator which it has been informed maylead to the issue of a Financial Support Direction or a Contribution Notice toit or any member of the Bank Group.

### **(f)****                                   **EachObligor shall immediately notify the Facility Agent if it receives a FinancialSupport Direction or a Contribution Notice from the Pensions Regulator.

## **24.11****                 EnvironmentalMatters**

### **(a)****                                 **EachObligor shall (and the Company shall procure that each member of the Bank Groupshall):

#### **(i)****                                   **complywith all Environmental Laws to which it is subject;

#### **(ii)****                               **obtainall Environmental Licences required or desirable in connection with thebusiness it carries on; and

#### **(iii)****                           **complywith the terms of all such Environmental Licences,

in each case where failureto do so could reasonably be expected to have a Material Adverse Effect.

### **(b)****                                 **EachObligor shall (and the Company shall procure that each member of the Bank Groupshall) promptly notify the Facility Agent of any Environmental Claim (to thebest of such Obligor’s or member of the Bank Group’s knowledge and belief)pending or threatened against it which, if substantiated, could reasonably beexpected to have a Material Adverse Effect.

### **(c)****                                 **NoObligor shall (and the Company shall procure that no member of the Bank Groupshall) permit or allow to occur any discharge, release, leak, migration orother escape of any Hazardous Substance into the Environment on, under or fromany property owned, leased, occupied or controlled by it, where such discharge,release, leak, migration or escape could reasonably be expected to have aMaterial Adverse Effect.

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## **24.12****                 Further Assurance**

### **(a)****                                 **TheParent and each Obligor shall (and the Company shall procure that each memberof the Bank Group shall) at its own expense, promptly take all such reasonableaction as the Facility Agent or the Security Trustee may require for thepurpose of complying with the provisions of paragraph (b) and for theregistration or filing of any Security Documents delivered pursuant theretowith all appropriate authorities to the extent necessary for the purposes ofperfecting the Security created thereunder.

### **(b)****                                 **TheCompany shall:

#### **(i)****                                   **subjectto the proviso below and except as otherwise provided in thisClause 24.12, procure that the 80% Security Test is satisfied, at the endof each financial year during the term of the Facilities where such percentageis calculated by reference to the annual financial information relating to theBank Group most recently delivered pursuant to Clause 22.1 (*Financial Statements*) and certified in therelevant Compliance Certificate accompanying the same;

#### **(ii)****                               **procurethat in relation to any member of the Bank Group which becomes a Borrower forthe purposes of this Agreement, the immediate Holding Company of such Borrowershall also become a Guarantor hereunder; and

#### **(iii)****                           **procurethat each Obligor which is or becomes a party to this Agreement in suchcapacity under sub-paragraph (i) above shall have delivered to theSecurity Trustee, one or more Security Documents granting security over all orsubstantially all of its assets other than any shares in, receivables owed byor any other interest in any Bank Group Excluded Subsidiary, Project Company orJoint Venture or any other asset which is of a type excluded from existingcorresponding Security Documents, or which the Security Trustee agrees may beexcluded from the Security granted under the Security Documents (provided thatthe Security Trustee shall not agree to exclude any asset of an Obligor fromthe Security where the net book value of such asset exceeds £10 million (or itsequivalent in other currencies) without the prior consent of an InstructingGroup (not to be unreasonably withheld or delayed)).

### **(c)****                                 **Abreach of sub-paragraph (b) shall not constitute a Default if:

#### **(i)****                                   **oneor more members of the Bank Group become Obligors in accordance withClause 26.1 (*Acceding Borrowers*)and Clause 26.2 (*Acceding Guarantors*)**within 5 Business Days of thedelivery of a Compliance Certificate by the Borrower demonstrating that the 80%Security Test is not satisfied; and

#### **(ii)****                               **theFacility Agent (acting reasonably) is satisfied that the 80% Security Testwould have been satisfied on the relevant Quarter Date if such ComplianceCertificate had been prepared on the basis that such members of the Bank Grouphad been  Obligors as at that QuarterDate.

### **(d)****                                 **Inrelation to any provision of this Agreement which requires the Obligors or anymember of the Bank Group to deliver a Security Document for the purposes ofgranting any guarantee or Security for the benefit of the Finance Parties, theSecurity Trustee agrees to execute as soon as reasonably practicable, any suchguarantee or Security Document which is presented to it for execution.

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### **(e)****                                 **Atany time after an Event of Default has occurred and whilst such Event ofDefault is continuing, each Obligor shall, at its own expense, take any and allaction as the Security Trustee may deem necessary for the purposes ofperfecting or otherwise protecting the Lenders’ interests in the Securityconstituted by the Security Documents.

## **24.13****                 Centre of MainInterests**

No Obligor incorporated orotherwise existing under the laws of England & Wales shall (and the Companyshall procure that no other member of the Bank Group incorporated or otherwiseexisting under the laws of England & Wales shall), without the priorwritten consent of an Instructing Group, cause or allow its Centre of MainInterests to change to a country other than England.

## **24.14****                 Group StructureChart**

If there is a materialchange or inaccuracy in the corporate structure of the Bank Group or anyHolding Companies of the Company from that set out in the Group Structure Chartmost recently delivered to the Facility Agent, including upon consummation ofthe Merger, the Company shall deliver or procure that there is delivered to theFacility Agent, as soon as practicable upon becoming available, an updatedGroup Structure Chart containing information sufficient to evidence the mattersset out in paragraphs (a) to (d) of Clause 21.19 (*Structure*) and showing such materialchange or correcting such inaccuracy.

## **24.15****                 Contributions tothe Bank Group**

The Company shall procurethat any monies which are at any time contributed by any member of the Group toany member of the Bank Group shall be contributed by way of SubordinatedFunding, by way of an investment through capital contribution or a subscriptionor issuance of securities or convertible unsecured loan stock in the relevantmember of the Bank Group.

## **24.16****                 “Know your client”checks**

### **(a)****                                 **EachObligor shall promptly upon the request of the Facility Agent or any Lender andeach Lender shall promptly upon the request of the Facility Agent supply, orprocure the supply of, such documentation and other evidence as is reasonablyrequested by the Facility Agent (for itself or on behalf of any Lender) or anyLender (for itself or on behalf of any prospective Transferee in order for theFacility Agent, such Lender or any prospective Transferee to carry out and besatisfied with the results of all necessary “know your client” or otherapplicable anti-money laundering checks in relation to the identity of anyperson that it is required to carry out in relation to the transactionscontemplated in the Finance Documents.

### **(b)****                                 **TheCompany shall, by not less than 3 Business Days written notice to the FacilityAgent, notify the Facility Agent (which shall promptly notify the Lenders) ofits intention to request that one of its wholly-owned Subsidiaries becomes anAcceding Obligor pursuant to Clause 26 (*AccedingGroup Companies*) (provided that no such notice shall be required tobe given in respect of any Obligor where any such person is required or intendsto accede to this Agreement pursuant to Clause 3.4 (*Baseball Conditions Subsequent*).

### **(c)****                                 **Followingthe giving of any notice pursuant to paragraph (b) above, the Company shallpromptly upon the request of the Facility Agent or any Lender supply, orprocure the supply of, such documentation and other evidence as is reasonably 

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### requested bythe Facility Agent (for itself or on behalf of any Lender) or any Lender (foritself or on behalf of any prospective Transferee to carry out and be satisfiedwith the results of all necessary “know your client” or other applicableanti-money laundering checks in relation to the identity of any person that itis required to carry out in relation to the accession of such Acceding Borroweror Acceding Guarantor to this Agreement.

## **24.17****                 Change inAuditors**

The Obligors shall ensurethat its auditors are (and in the case of the Company, the Bank Group’sauditors are) any one of the Permitted Auditors provided that in the event ofany change in such auditors (other than in connection with the Merger), therelevant Obligor (or the Company, in the case of any change to the Bank Group’sauditors) shall promptly notify the Facility Agent of such change.

## **24.18****                 Syndication**

### **(a)****                                 **Eachof the Obligors shall (and the Company shall procure that each member of theBank Group shall) co-operate with and assist the Mandated Lead Arrangers inconnection with the primary syndication of the Facilities (other than the B5Facility and the B6 Facility) in a manner consistent with normal marketpractice including (but not limited to) by:

#### **(i)****                                   **providingsuch financial and other information relating to the Group as the Mandated LeadArrangers, acting reasonably, may deem necessary to achieve SuccessfulSyndication provided that no such information shall be required to be soprovided to the extent that the same would require a filing to be made by anyObligor with the SEC as a result thereof;

#### **(ii)****                               **inline with normal market practice, assisting the Mandated Lead Arrangers in thepreparation of any supplemental materials to the Information Memoranda;

#### **(iii)****                           **allowattendance by senior management of the Ultimate Parent and the Company at oneor more bank presentations or meeting with potential lenders at such times andplaces as the Mandated Lead Arrangers may agree with the Ultimate Parent andthe Company; and

#### **(iv)****                              **usereasonable efforts to ensure that the syndication efforts benefit from theGroup’s existing lending relationships,

provided that no Obligorshall be required to provide any information where, having regard to therelevance of that information to the achievement of Successful Syndication, itwould be unreasonable to do so.

### **(b)****                                 **Withoutprejudice to the provisions of paragraph (a), no Obligor shall be requiredto take any action or to deliver any information that would conflict with anyapplicable Law to which it is bound or other applicable regulation includingthe Takeover Code, US Federal securities laws, the laws of Delaware, or toprovide any disclosures that would require a filing with the U.S. Securitiesand Exchange Commission, or cause it or any of its Subsidiaries to breach anyapplicable confidentiality undertaking to which it is bound or which mightprejudice its entitlement to or retention of legal privilege in anydocument.  In the event that the MandatedLead Arrangers request any information to be disclosed or action to be takenwhich is subject to a confidentiality undertaking, the Parent or the relevantObligor as the case may be, 

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### shall use itsreasonable endeavours to obtain the consent of the relevant beneficiary of suchconfidentiality undertaking to such action in order to allow such disclosure oraction to be taken.

## **24.19****                 Assets**

Each Obligor shall (and theCompany shall procure that each member of the Bank Group shall) maintain andpreserve all of its assets that are necessary in the conduct of its business asit is conducted from time to time, in good working order and condition subjectto ordinary wear and tear where any failure to do so could be reasonablyexpected to have a Material Adverse Effect.

## **24.20****                 ERISA**

### **(a)****                                 **Assoon as possible and, in any event, within 20 days after a Borrower or anyObligor knows or has reason to know of the occurrence of any of the eventsspecified in paragraph (b) of this Clause 24.20, such Borrower orsuch Obligor will deliver to the Facility Agent in sufficient copies for eachLender a certificate of the chief financial officer of such Borrower or suchObligor 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 orproposes to take, together with any notices required or proposed to be given orfiled by such member of the Group, the Plan administrator or such ERISAAffiliate to or with any government agency, or a Plan participant and anynotices received by such member of the Group or ERISA Affiliate from anygovernment agency, or a Plan participant with respect to it.

### **(b)****                                 **Theevents referred to in paragraph (a) of this Clause 24.20 are:

#### **(i)****                                   **anycontribution required to be made with respect to a Plan or Foreign Pension Planis not made before or within 30 days following the time limit therefor;

#### **(ii)****                               **anymember of the Group or any ERISA Affiliate incurs or is reasonably expected toincur any material liability with respect to a Plan under section 4975 or 4980of the Code or section 409, 502(i) or 502(l) of ERISA or with respect to agroup 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 section4980B of the Code; and

#### **(iii)****                           **anymember of the Group incurs or reasonably expects to incur any materialliability pursuant to any employee welfare benefit plan (as defined in section3(1) of ERISA) that provides benefits to retired employees or other formeremployees (other than as required by section 601 of ERISA).

### **(c)****                                 **Subjectto all applicable data protection laws, the Ultimate Parent shall procure thateach member of the Group will deliver to the Facility Agent in sufficientcopies for each of the Lenders:

#### **(i)****                                   **acomplete copy of the annual report (on Internal Revenue Service Form5500-series (including, to the extent required, the related financial andactuarial statements and opinions and other supporting statements,certifications, schedules and information)) of each Plan required to be filedwith the Internal Revenue Service and/or the Department of Labor;

#### **(ii)****                               **copiesof annual reports and any records, documents or other information 

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#### required to befurnished by such member of the Group or any ERISA Affiliate with respect toany Plan to any government agency; and

#### **(iii)****                           **anymaterial notices received by a member of the Group or any ERISA Affiliate withrespect 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 thisparagraph (iii)) after the date such annual report has been filed with theInternal Revenue Service and/or the Department of Labor or such records,documents and/or information has been furnished to any other government agencyor such notice has been received by such member of the Group or ERISAAffiliate, as applicable.

#### **(iv)****                              **TheUltimate Parent shall procure that each member of the Group shall ensure thatall Foreign Pension Plans administered by them or into which they makepayments, obtain or retain (as applicable) registered status under and asrequired by applicable law and are administered in a timely manner in all respectsin 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 MaterialAdverse Effect.

## **24.21****                 Steps Paper**

The Ultimate Parent shall(and it shall procure that each member of the Group shall, as applicable)implement each of the steps required for the consummation of the Merger andreorganisation of the Group in accordance with the Steps Paper and inparticular, without limitation to the foregoing provision:

### **(a)****                                 **onthe Merger Closing Date, to implement each of Steps 1 and 2 set out in the pageheaded “*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)****                                 **toimplement 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 setout on the page headed “*Second Alternative(Structure 2) — Final Structure*”, such that all of those steps arecompleted on the Structuring Date;

### **(c)****                                 **ifthe Baseball Effective Date occurs prior to the Structuring Date (and Step V1and V2 described below can be implemented prior to the Structuring Date), toimplement 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 datefalling not more than 15 days after the Baseball Effective Date; and

### **(d)****                                 **ifthe Baseball Effective Date occurs after the Structuring Date (or Steps V1 andV2 referred to above cannot be implemented before the Structuring Date) and theprovisions of paragraph (b) above have been implemented, to implement eachof the Steps 0a and 0b on the page headed “*Structure2**Virgin Mobile Acquisition*”,culminating in the structure set out on the page headed “*Structure 2 Post*-*Virgin Mobile Acquisition*”, such that bothof those steps are completed on the same Business Day, on a date falling notmore than 15 days after the Baseball Effective Date,

### in each case, with such amendments,variations or modifications as the Ultimate Parent shall 

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### deem necessary, provided that no suchamendment, variation or modification could reasonably be expected to bematerially adverse to the interests of the Lenders.

## **24.22****                 Baseball SchemeUndertakings**

Other than with the consentof a Baseball Instructing Group, acting reasonably (which consent shall bedeemed 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 BaseballStock Bidco shall comply, with each of the following covenants:

### **(a)****                                 **itshall ensure that the Baseball Scheme Circular is on substantially the termsset out in the Baseball Press Release, other than with respect to anyamendments which could not reasonably be expected to be materially prejudicialto the interests of the Lenders;

### **(b)****                                 **itshall not make any amendments to the Baseball Implementation Agreement, otherthan with respect to any amendments which could not reasonably be expected tobe materially prejudicial to the interests of the Lenders;

### **(c)****                                 **itshall ensure that the Baseball Scheme Circular is posted within 28 days ofissuance of the Baseball Press Release, or if later, as soon as practicableafter the date on which the Court convenes a meeting of the shareholders of Baseball to consider the Baseball Scheme;

### **(d)****                                 **itshall comply with all applicable laws and regulations (including, withoutlimitation, the Act, the Financial Services and Markets Act 2000, the TakeoverCode (subject to any applicable waivers by the Takeover Panel) and the ListingRules of the Financial Services Authority (as applicable);

### **(e)****                                 **itshall keep the Facility Agent informed of the material developments of theBaseball Scheme and the BaseballAcquisition and notify the Facility Agent of any circumstances which may leadto withdrawal of the Baseball Scheme or the BaseballAcquisition;

### **(f)****                                   **itshall provide the Facility Agent with any material updated financialinformation on the Baseball Group,and such other information relevant to the Baseball Scheme and the Baseball Acquisition as the Facility Agentmay reasonably request (including without limitation, copies of any press orpublic announcements and any material documents or statements issued by theTakeover Panel or any regulatory authority in connection with the BaseballScheme or the Baseball Acquisition);

### **(g)****                                **itshall not increase the cash price per share under the cash only option at whichthe Baseball Acquisition isbeing  made;

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

#### **(i)****                                   **couldnot reasonably be expected to be materially prejudicial to the interests of theLenders; or

#### **(ii)****                               **isrequired by the Takeover Panel, the Takeover Code, the rules or requirements ofany stock exchange with jurisdiction over Baseball Cash Bidco or any otherapplicable law or regulation;

### **(i)****                                   **itshall not make any public statements relating to the financing of the Baseball Acquisition unless required to doso by the Takeover Code or Takeover Panel, any 

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### applicablestock exchange with jurisdiction over Baseball Cash Bidco or any applicablegovernmental or other regulatory authority;

### **(j)****                                   **itshall ensure that neither of the Baseball Bidcos, nor (using all reasonableendeavours) any person Acting in Concert (as defined in the Takeover Code) withthem, shall be obliged to make an offer to shareholders of Baseball under Rule 9 of the TakeoverCode;  and

### **(k)****                               **itshall procure that as soon as reasonably practicable, after the BaseballEffective Date, Baseball is delistedand re-registered as a private company.

# **25.****                               NEGATIVEUNDERTAKINGS**

## **25.1****                        ContentTransaction**

### **(a)****                                 **Notwithstandingany other provisions of this Agreement, no Content Transaction shall berestricted by (nor deemed to constitute a utilisation of any of the permittedexceptions to) any provision of this Agreement, neither shall theimplementation of any Content Transaction constitute a breach of any provisionof any Finance Document, provided that:

#### **(i)****                                   **thecash proceeds of any Content Transaction are applied in accordance withClause 12 (*Mandatory Prepayment andCancellation*);

#### **(ii)****                               **aftergiving pro forma effect for such Content Transaction, the Group and the BankGroup continue to be in compliance with Clause 23.2 (*Ratios*); and

#### **(iii)****                           **atthe time of completion of such Content Transaction, no Event of Default hasoccurred and is continuing and no Event of Default would occur as a result ofsuch Content Transaction.

### **(b)****                                 **AnyJoint Venture established pursuant to a Content Transaction shall thereafternot be subject to any restrictions under this Agreement.

## **25.2****                        NegativePledge**

No Obligor shall (and theCompany shall procure that no member of the Bank Group shall), without theprior written consent of an Instructing Group, create or permit to subsist anyEncumbrance over all or any of its present or future revenues or assets otherthan an Encumbrance:

### **(a)****                                 **whichis an Existing Encumbrance set out in:

#### **(i)****                                   **Part1A of Schedule 10 (*Existing Encumbrances*)provided that such Encumbrance is released within 10 Business Days of theMerger Closing Date; or

#### **(ii)****                               **Part1B of Schedule 10 (*Existing Encumbrances*)provided that the principal amount secured thereby may not be increased unlessany Encumbrance in respect of such increased amount would be permitted underanother paragraph of this Clause 25.2;

### **(b)****                                 **whicharises by operation of Law or by a contract having a similar effect or under anescrow arrangement required by a trading counterparty of any member of the BankGroup and in each case arising or entered into the ordinary course of businessof the 

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### relevant member of the Bank Group;

### **(c)****                                 **whichis created pursuant to any of the Finance Documents (including, for thepurposes of securing any Alternative Baseball Financing) and any Bridge FinanceDocuments;

### **(d)****                                 **arisingfrom any Finance Leases, sale and leaseback arrangements or Vendor FinancingArrangements permitted to be incurred pursuant to Clause 25.4 (*Financial Indebtedness*);

### **(e)****                                 **whicharises in respect of any right of set-off, netting arrangement, title transferor title retention arrangements which:

#### **(i)****                                   **arisesin the ordinary course of trading and/or by operation of Law;

#### **(ii)****                               **isentered into by any member of the Bank Group in the normal course of itsbanking arrangements for the purpose of netting debit and credit balances onbank accounts of members of the Bank Group operated on a net balance basis;

#### **(iii)****                           **arisesin respect of netting or set off arrangements contained in any HedgingAgreement or other contract permitted under Clause 25.12 (*Limitations on Hedging*);

#### **(iv)****                              **isentered into by any member of the Bank Group on terms which are generally noworse than the counterparty’s standard or usual terms and entered into in theordinary course of business of the relevant member of the Bank Group; or

#### **(v)****                                  **whichis a retention of title arrangement with respect to customer premises equipmentin favour of a supplier (or its Affiliate); provided that the title is onlyretained to individual items of customer premises equipment in respect of whichthe purchase price has not been paid in full;

### **(f)****                                   **whicharises in respect of any judgment, award or order or any tax liability forwhich an appeal or proceedings for review are being diligently pursued in goodfaith, provided that the affected member of the Bank Group shall have or willestablish such reserves as may be required under applicable generally acceptedaccounting principles in respect of such judgment, award, order or taxliability;

### **(g)****                                **overor affecting any asset acquired by a member of the Bank Group after theOriginal Execution Date and subject to which such asset is acquired, if:

#### **(i)****                                   **suchEncumbrance was not created in contemplation of the acquisition of such assetby a member of the Bank Group; and

#### **(ii)****                               **theFinancial Indebtedness secured thereby is Financial Indebtedness of, or isassumed by, the relevant acquiring member of the Bank Group, is FinancialIndebtedness which at all times falls within paragraph (g) or (k) ofClause 25.4 (*Financial Indebtedness*)and the amount of Financial Indebtedness so secured is not increased at anytime;

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### **(h)****                                **overor affecting any asset of any company which becomes a member of the Bank Groupafter the Original Execution Date, where such Encumbrance is created prior tothe date on which such company becomes a member of the Bank Group, if:

#### **(i)****                                   **suchEncumbrance was not created in contemplation of the acquisition of suchcompany; and

#### **(ii)****                               **tothe extent not repaid by close of business on the date upon which such companybecame a member of the Bank Group, the Financial Indebtedness secured by suchEncumbrance at all times falls within paragraph (g) or (k) ofClause 25.4 (*Financial Indebtedness*);

### **(i)****                                   **constitutedby a rent deposit deed entered into on arm’s length commercial terms and in theordinary course of business securing the obligations of a member of the BankGroup in relation to property leased to a member of the Bank Group;

### **(j)****                                   **constitutedby an arrangement referred to in paragraph (d) of the definition ofFinancial Indebtedness;

### **(k)****                               **whichis 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 aPermitted Joint Venture;

### **(l)****                                   **overcash deposited as security for the obligations of a member of the Bank Group inrespect of a performance bond, guarantee, standby letter of credit or similarfacility entered into in the ordinary course of business of the Bank Group;

### **(m)****                             **whichis created by any member of the Bank Group in substitution for any ExistingEncumbrance referred to in paragraph (a)(ii) above of thisClause 25.2, provided that the principal amount secured thereby may not beincreased unless any Encumbrance in respect of such increased amount would bepermitted under another paragraph of this Clause 25.2;

### **(n)****                                **securingthe Existing Baseball Facilities, provided that such Encumbrance is releasedwithin 10 Business Days of the Baseball Effective Date; or

### **(o)****                                 **securingFinancial Indebtedness the principal amount of which (when aggregated with theprincipal amount of any other Financial Indebtedness which has the benefit ofan Encumbrance other than as permitted pursuant to paragraphs (a) to (n)above) does not exceed £330 million (or its equivalent in other currencies):

#### **(i)****                                   **ofwhich up to £275 million (or its equivalent in other currencies) may be securedon assets not subject to the Security; or

#### **(ii)****                               **ofwhich up to £50 million may be secured on a second ranking basis over assetssubject to the Security, provided that such second ranking security shall begranted on terms where the rights of the relevant mortgagee, chargee or otherbeneficiary of such security in respect of any payment will be subordinated tothe rights of the Finance Parties under the HYD Intercreditor Agreement or anyother intercreditor arrangement which is either:

**(A)****                              **on terms satisfactory to theFacility Agent (acting on the instructions of an Instructing Group); or

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**(B)**                               on termscomparable to the Existing Telewest Second Lien Credit Facility Agreement andrelated intercreditor agreement,

provided that in eithercase, each of the Finance Parties agrees to execute such intercreditoragreement 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 theobligations under or in connection with the C Facility, the New High YieldNotes or any High Yield Refinancing that refinances the New High Yield Notes.

## **25.3****                        Loans andGuarantees**

No Obligor shall (and theCompany shall procure that no member of the Bank Group shall), without theprior written consent of an Instructing Group, grant any loan or credit or giveany guarantee in any such case in respect of Financial Indebtedness, otherthan:

### **(a)****                                 **anyextension of trade credit or guarantees, bonds or indemnities granted in theordinary course of business on usual and customary terms;

### **(b)****                                 **anycredit given by a member of the Bank Group to another member of the Bank Groupwhich arises by reason of cash-pooling, set-off or other cash management arrangementof the Bank Group;

### **(c)****                                 **theExisting Loans provided that the aggregate principal amount outstandingthereunder may not be increased from that existing at the Original ExecutionDate in reliance on this paragraph (c) (except with respect to accrual orcapitalisation of interest);

### **(d)****                                 **anyloans or credit granted:

#### **(i)****                                   **bya member of the Bank Group which is not an Obligor to an Obligor by way ofSubordinated Funding;

#### **(ii)****                               **byone Obligor to another Obligor;

#### **(iii)****                           **bya member of the Bank Group which is not an Obligor to any other member of theBank Group which is not an Obligor; or

#### **(iv)****                              **bya member of the Bank Group to the relevant member of the Group for the purposesof funding drawings available under the undrawn portion of any Existing UKTVGroup Loan Stock of up to £50 million in aggregate;

#### **(v)****                                  **inaccordance with Clause 25.9 (*JointVentures*);

#### **(vi)****                              **bythe US Borrower pursuant to the Notes;

### **(e)****                                 **anyloans made by any member of the Bank Group to its employees either:

#### **(i)****                                   **inthe ordinary course of its employees’ employment; or

#### **(ii)****                               **tofund the exercise of share options or the purchase of capital stock by itsemployees, directors, officers or consultants of the Group,

provided that the aggregateprincipal amount of all such loans shall not at any time exceed £10 million (orits equivalent in other currencies);

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### **(f)****                                   **anyloan made by a member of the Bank Group pursuant to either an Asset Passthroughor a Funding Passthrough;

### **(g)****                                **anyloan made by a member of the Bank Group to a member of the Group, where the proceedsof such loan are, or are to be (whether directly or indirectly) used:

#### **(i)****                                   **tomake payments to the High Yield Trustee in respect of High Yield TrusteeAmounts (as such terms are defined in the HYD Intercreditor Agreement) inrespect of the Existing High Yield Notes;

#### **(ii)****                               **tomake payments to the High Yield Trustee in respect of High Yield TrusteeAmounts (as such terms are defined in the HYD Intercreditor Agreement) inrespect of the New High Yield Notes;

#### **(iii)****                           **tomake equivalent payments to those specified in paragraphs (i) and (ii)above in respect of any High Yield Refinancings;

#### **(iv)****                              **providedthat no Event of Default has occurred and is continuing or is likely to occuras a result thereof to fund Permitted Payments; or

#### **(v)****                                  **atany time after the occurrence of an Event of Default, to fund PermittedPayments to the extent not prohibited by the HYD Intercreditor Agreement, theGroup Intercreditor Agreement or any other applicable intercreditor agreement;

### **(h)****                                **creditgranted by any member of the Bank Group to a member of the Group, where theIndebtedness outstanding thereunder relates to Intra-Group Services **provided that** where such credit relates to services fallingwithin sub-paragraphs (c)(i) and (c)(iii) of the definition of Intra-GroupServices the settlement of any such credit estimated by the Borrower to be owedby members of the Group which are not Obligors shall take place no later thanthe first Business Day falling 60 days after the end of each Financial Quarterprovided that any such settlement may occur by way of set-off and furtherprovided that any overpayment or underpayment arising as a result of thesettlement of all such credit may be returned to the overpaying party or paidby the underpaying party (and any credit or Financial Indebtedness arising as aresult of such overpayment or underpayment pending repayment to the overpayingparty or payment by the underpaying party is hereby permitted);

### **(i)****                                   **anyguarantee given in respect of membership interests in any company limited byguarantee where the acquisition of such membership interest is permitted underClause 25.13 (*Acquisitions andInvestments*);

### **(j)****                                   **anyguarantee given by a member of the Bank Group in respect of or constituted byany Financial Indebtedness permitted under Clause 25.4 (*Financial Indebtedness*) orClause 25.10 *Transactions withAffiliates*) or other obligation not restricted by the terms of theFinance Documents, of another member of the Bank Group;

### **(k)****                               **anyguarantees arising under the Finance Documents (including any guarantees givenin respect of an Alternative Baseball Financing) and any guarantee arisingunder the Bridge Finance Documents;

### **(l)****                                   **anycustomary title guarantee given in connection with the assignment of leaseswhere such assignment is permitted under Clause 25.6(*Disposals*);

### **(m)****                             **anyguarantees or similar undertakings granted by any member of the Bank Group in 

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### favour of theInland 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 tofacilitate the winding up of Virgin Media (UK) Group, Inc. (formerly known asNTL (UK) Group, Inc.) provided that the Facility Agent shall have firstreceived confirmation from the Company that based on discussions with theInland Revenue and the Company’s reasonable assumptions, the Company does notbelieve that the liability under such guarantee will exceed £15 million (suchconfirmation to be supported by a letter from the Company’s auditors for thetime being, confirming that based on the Company’s calculations of such taxliability the Company’s confirmation is a reasonable assessment of such taxliability);

### **(n)****                                **anyloan granted as a result of a Subscriber being allowed terms, in the ordinarycourse of trade, whereby it does not have to pay for the services provided toit for a period after the provision of such services;

### **(o)****                                 **anyloans or guarantees expressly contemplated under the Steps Paper;

### **(p)****                                 **aloan made or a credit granted to a Joint Venture to the extent permitted underparagraph (d) of Clause 25.9 (*JointVentures*);

### **(q)****                                 **anyloans made under the terms of the Screenshop Intra-Group Loan Agreement;

### **(r)****                                 **theBBC Guarantees;

### **(s)****                                 **inthe event that the Company elects to proceed with an Option B AlternativeBridge Facility Refinancing, any loan made by the Company to the Parent fromthe 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)****                                   **liquidityloans of a type which is customary for asset securitisation programmes or otherreceivables factoring transactions, provided in connection with any assetsecuritisation programme or receivables factoring transaction otherwisepermitted by Clause 25.6(i) of this Agreement; and

### **(u)****                                **loansmade, credit granted or guarantees given by any member of the Bank Group notfalling within paragraphs (a) to (t) above, in an aggregate amount notexceeding £85 million (or its equivalent in other currencies).

## **25.4****                        FinancialIndebtedness**

No Obligor shall (and theCompany shall procure that no member of the Bank Group shall), without theprior written consent of an Instructing Group incur, create or permit tosubsist or have outstanding any Financial Indebtedness or enter into anyagreement or arrangement whereby it is entitled to incur, create or permit tosubsist any Financial Indebtedness other than in either case:

### **(a)****                                 **FinancialIndebtedness arising under or pursuant to the Finance Documents (including in respectof any outstanding Documentary Credit and arising in respect of any AlternativeBaseball Financing) and under or pursuant to the Bridge Finance Documents;

### **(b)****                                 **ExistingFinancial Indebtedness provided that the Existing Credit Facilities shall berepaid in full immediately upon the making of the first Advance under thisAgreement;

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### **(c)****                                 **FinancialIndebtedness arising in respect of:

#### **(i)****                                   **theExisting High Yield Notes and the subordinated unsecured guarantee given by theCompany in respect thereof;

#### **(ii)****                               **theNew High Yield Notes and any subordinated unsecured guarantee granted by theCompany in respect of such New High Yield Notes provided that the New HighYield Notes and such guarantee will be subject to the provisions of the HYDIntercreditor Agreement;

#### **(iii)****                           **anyHigh Yield Refinancing and any guarantee given by any member of the Bank Groupin respect thereof, provided that such guarantee is given on a subordinatedunsecured basis and is subject to the terms of the HYD Intercreditor Agreementor given on subordination terms consistent with those contained in the HYDIntercreditor Agreement;

### **(d)****                                 **FinancialIndebtedness of any member of the Bank Group falling within, and permitted byClause 25.3 (*Loans and Guarantees*);

### **(e)****                                 **FinancialIndebtedness arising under any Hedging Agreements permitted underClause 25.12 (*Limitations on Hedging*);

### **(f)****                                   **FinancialIndebtedness arising in relation to either an Asset Passthrough or a FundingPassthrough;

### **(g)****                                **FinancialIndebtedness of any company which became or becomes a member of the Bank Groupafter the Original Execution Date, where such Financial Indebtedness aroseprior to the date on which such company became or becomes a member of the BankGroup; if:

#### **(i)****                                   **suchFinancial Indebtedness was not created in contemplation of the acquisition ofsuch company;

#### **(ii)****                               **theaggregate principal amount of all of the Financial Indebtedness assumed inreliance on this paragraph (g) either (1) does not exceed £85 million (orits equivalent in other currencies) outstanding at any time or (2) to theextent such Financial Indebtedness does exceed £85 million, an amount equal tosuch excess is repaid promptly thereafter;

### **(h)****                                **FinancialIndebtedness arising in respect of any guarantee given by the Company or TCN orany other member of the Bank Group in respect of the relevant borrower’sobligations under any Parent Debt (“**Guaranteed Parent Debt**”),provided that:

#### **(i)****                                   **the proceeds of such Guaranteed ParentDebt are contributed into the BankGroup in accordance with Clause 24.15 (*Contributionsto the Bank Group*) and applied either (i) towards the Group Businessor in a business whose primary operations are directly related to the GroupBusiness or (ii) towards the refinancing of any outstanding Indebtedness of theBank Group; and

#### **(ii)****                               **anysuch guarantee is given on a subordinated unsecured basis and is subject to theterms of the HYD Intercreditor Agreement, the Group Intercreditor Agreement orany other applicable intercreditor agreement in form satisfactory to anInstructing Group;

### **(i)****                                   **FinancialIndebtedness which is expressly contemplated by the Steps Paper;

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### **(j)****                                   **FinancialIndebtedness which constitutes Subordinated Funding provided that each Obligorthat is a debtor in respect of Subordinated Funding shall (and the Borrowershall procure that each member of the Bank Group that is a debtor in respect ofSubordinated Funding shall) procure that the relevant creditor of suchSubordinated Funding, to the extent not already a party at the relevant time,accedes to the Group Intercreditor Agreement or the HYD IntercreditorAgreement, as appropriate, in such capacity, upon the granting of suchSubordinated Funding;

### **(k)****                               **FinancialIndebtedness arising under (i) Finance Leases or (ii) Vendor FinancingArrangements, to the extent that such Finance Leases and/or Vendor FinancingArrangements (x) comprise Existing Vendor Financing Arrangements or anyrefinancing or rollover thereof,   or (y)comprise Finance Leases and/or Vendor Financing Arrangements entered into afterthe Merger Closing Date, provided that in the case of clause (x) and (y) theaggregate principal amount thereof does not at any time exceed £165 millionplus the principal amount of such Finance Leases and Vendor FinancingArrangements outstanding on the Merger Closing Date; and provided further that,in each case, the relevant lessor or provider of Vendor Financing Arrangementsdoes not have the benefit of any Encumbrance other than over the assets thesubject of such Vendor Financing Arrangements and/or Finance Leases;

### **(l)****                                   **FinancialIndebtedness relating to deferral of PAYE taxes with the agreement of theInland Revenue by any member of the Bank Group;

### **(m)****                             **FinancialIndebtedness arising in respect of Existing Performance Bonds or anyperformance bond, guarantee, standby letter of credit or similar facilityentered into by any member of the Bank Group to the extent that cash isdeposited as security for the obligations of such member of the Bank Groupthereunder;

### **(n)****                                **FinancialIndebtedness not falling within paragraphs (a) to (m) of any members ofthe Bank Group **provided that**the aggregate amountof such Financial Indebtedness outstanding at any time when taken together withthe aggregate outstanding amount in respect of Finance Leases and VendorFinancing Agreements entered into after the Merger Closing Date, does notexceed £330 million (or its equivalent in other currencies) (less any portionof the basket utilised under paragraph (k) above) and further providedthat in the case of any Financial Indebtedness constituted by an overdraftfacility which operates on a gross/net basis, only the net amount of suchfacility shall count towards such aggregate amount; or

### **(o)****                                 **FinancialIndebtedness of any Asset Securitisation Subsidiary incurred solely to financeany asset securitisation programme or programmes or one or more receivablesfactoring transactions otherwise permitted by Clause 25.6(i) of thisAgreement.

## **25.5****                        Dividends,Distributions and Share Capital**

NoObligor shall (and the Company shall procure that no member of the Bank Groupshall):

### **(a)****                                 **declare,make or pay any dividend (or interest on any unpaid dividend), charge, fee orother distribution (whether in cash or in kind) on or in respect of any of itsshares;

### **(b)****                                 **redeem,repurchase, defease, retire or repay any of its share capital, or resolve to doso;

### **(c)****                                 **repayor distribute any share premium account; or

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### **(d)****                                 **repayor otherwise discharge or purchase any amount of principal of (or capitalisedinterest on) or pay any amount of interest in respect of Subordinated Funding,

otherthan:

#### **(i)****                                   **tothe extent the share capital of such Obligor is held by one or more otherObligors or to the extent the share capital of any such member of the BankGroup which is not an Obligor is held by one or more other members of the BankGroup;

#### **(ii)****                               **tothe extent discharged in consideration of a transfer of any non-cash asset thedisposal of which is not otherwise prohibited by this Agreement, by the waiverof any payment where no cash consideration is given in respect of such waiveror by way of conversion into any securities (including convertible unsecuredloan stock), (or vice versa), which do not involve any cash payments or by wayof capital contribution to the debtor in respect of such Subordinated Funding;

#### **(iii)****                           **tothe extent required for the purpose of making payments to:

**(A)****                              **the indenture trustee forthe Existing High Yield Notes in respect of High Yield Trustee Amounts (as suchterm is defined in the HYD Intercreditor Agreement);

**(B)**                               the indenturetrustee 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 purposeof making payments in respect of any similar amounts to the indenture trusteein respect of any High Yield Refinancing;

#### **(iv)****                              **providedthat no Event of Default has occurred and is continuing or is likely to occuras a result thereof, to the extent required to fund Permitted Payments;

#### **(v)****                                  **atany time after the occurrence of an Event of Default, to the extent required tofund Permitted Payments not otherwise prohibited by the HYD IntercreditorAgreement and the Group Intercreditor Agreement;

#### **(vi)****                              **tothe extent such redemption, repurchase, defeasance, retirement or repayment isin respect of a nominal amount; or

#### **(vii)****                          **paymentsor distributions made directly or by means of discounts with respect to anyparticipation interest issued or sold in connection with, and other fees paidto a  person or entity that is not amember of the Bank Group in connection with, an asset securitisation programmeor receivables factoring transaction otherwise permitted by Clause 25.6(i)of this Agreement.

The Lenders hereby consentto any transaction or matter to the extent expressly permitted underparagraphs (i) to (vii) above.

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## **25.6****                        Disposals**

No Obligor shall (and theCompany shall procure that no member of the Bank Group shall), without theprior written consent of an Instructing Group, either in a single transactionor in a series of related transactions, sell, transfer, lease or otherwisedispose of any shares in any of its Subsidiaries or all or any part of itsrevenues, assets, other shares, business or undertakings other than in theordinary course of business or trading (which, for the avoidance of doubt,includes mast sharing arrangements) and other than:

### **(a)****                                 **anypayment required to be made under the Finance Documents (including any paymentrequired to be made under any Alternative Baseball Financing);

### **(b)****                                 **thedisposal of obsolete or surplus assets no longer required for the efficientoperation of the Group Business, on arms’ length commercial terms;

### **(c)****                                 **disposalsof cash, the lending or repayment of cash or the disposal of Cash EquivalentInvestments or Marketable Securities, on arms’ length commercial terms wherethe same is not otherwise restricted by the terms of the Finance Documents;

### **(d)****                                 **byan Obligor to another Obligor, **provided that**if such assets are subject to existing Security they remain so or will be madesubject to Security (in form and substance substantially similar to theexisting Security or otherwise in such form and substance as may reasonably berequired by the Facility Agent) within 10 Business Days of such disposal;

### **(e)****                                 **disposalsby a member of the Bank Group which is not an Obligor to another member of theGroup;

### **(f)****                                   **disposalsof assets on arms’ length commercial terms where the cash proceeds of suchdisposal are reinvested within 12 months of the date of the relevant disposalin the purchase of replacement assets by a member of the Bank Group, provided thatwhere the relevant member of the Bank Group that has made the disposal is anObligor, such replacement assets are either subject to existing SecurityDocuments granted by the relevant member of the Bank Group that has acquiredthe replacement assets, or will be made subject to Security by such member ofthe Bank Group (in form and substance substantially similar to the existingSecurity or otherwise in such form and substance as may reasonably be requiredby the Facility Agent) within 10 Business Days of the acquisition of suchreplacement assets;

### **(g)****                                **disposalsof any interest in real or heritable property by way of a lease or licencegranted by a member of the Bank Group to another member of the Bank Group;

### **(h)****                                **disposalsof any assets pursuant to the implementation of an Asset Passthrough or of anyfunds received pursuant to the implementation of a Funding Passthrough;

### **(i)****                                   **disposalsof any accounts receivable on arms’ length commercial terms pursuant to anasset securitisation programme or one or more receivables factoringtransactions **provided that**:

#### **(i)****                                   **suchdisposal is conducted on a non-recourse basis, except for recourse to:

**(A)**                               the receivableswhich are the subject of such asset securitisation programme or receivablesfactoring transaction;

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**(B)**                               the debtor inrespect of the Financial Indebtedness for the purpose of enforcing a securityinterest against it, so long as:

**(1)**                              the recourse is limited torecoveries in respect of the receivables; and

**(2)**                                 the providersof the Financial Indebtedness do not have the right to take any steps towardsits winding up or dissolution or the appointment of a liquidator,administrator, administrative receiver or similar officer (other than inrespect of the receivables);

**(C)**                               a member of theGroup to the extent of its shareholding or other interest in any AssetSecuritisation Subsidiary; or

**(D)**                               a member of theGroup under any form of assurance, undertaking or support, where recourse islimited to:

**(1)**                                 a claim fordamages (not being liquidated damages or damages required to be calculated in aspecified way) for breach of a warranty or undertaking;

**(2)**                                 a claim forbreach of warranty relating to the receivables;

**(3)**                                 a claim forbreach of undertaking relating to the management and/or collection of thereceivables; or

**(4)**                                 a claim forbreach of representations, warranties, undertakings, guarantees of performance(excluding any recourse with respect to the collectability of any receivablesor assets related to such receivables) and indemnities entered into by theBorrower or any seller which are reasonably customary in an accounts receivabletransaction,

and, in each case, the obligation is not in any way aguarantee, indemnity or other assurance against financial loss or an obligationto ensure compliance by another with a financial ratio or other test offinancial condition; and

**(ii)          **the aggregate principal amount of allsuch securitisations or factoring transactions conducted in reliance on thisparagraph (i) does not exceed £330 million (or its equivalent in othercurrencies) at any time;

### **(j)****                                   **disposalsof any shares or other interests in any Project Company, Bank Group ExcludedSubsidiary or Joint Venture or the assignment of any Financial Indebtednessowed to a member of the Bank Group by a Project Company, Bank Group Excluded Subsidiaryor Joint Venture;

### **(k)****                               **disposalsof assets, revenues or rights of any member of the Bank Group arising from anamalgamation, consolidation or merger of a member of the Bank Group with anyother person which is permitted by Clause 25.8(*Mergers*);

### **(l)****                                   **disposalsof accounts receivable which have remained due and owing from a third party fora period of more than 90 days and in respect of which the relevant member ofthe Bank Group has diligently pursued payment in the normal course of its 

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### business andwhere such disposal is on non-recourse terms to such member of the Bank Group;

### **(m)****                             **disposalsof assets subject to finance or capital leases pursuant to the exercise of anoption by the lessee under such finance or capital leases;

### **(n)****                                **disposalsof assets in exchange for the receipt of assets of a similar or comparablevalue where the assets received by any member of the Bank Group following suchexchange are located in the United Kingdom, Isle of Man, the Republic ofIreland or the Channel Islands, provided that:

#### **(i)****                                   **tothe extent that the assets being disposed of are subject to existing Security,the assets received following such exchange will be subject to the existingSecurity Documents, or will be made subject to Security (in form and substancesubstantially similar to the existing Security or otherwise in such form andsubstance as may reasonably be required by the Facility Agent) within 10Business Days of such disposal; and

#### **(ii)****                               **wherethe aggregate net book value of all assets being exchanged in reliance on thisparagraph (n) exceeds £10 million (or its equivalent in other currencies)in any Financial Quarter, there is delivered to the Facility Agent, within 30days from the end of such Financial Quarter of the Bank Group, a certificatesigned by two authorised officers of the Company (given without personalliability) certifying that the assets received by such member of the Bank Groupin reliance on this paragraph (n) during such Financial Quarter (i) are ofa similar or comparable value to the assets disposed of by such member of theBank Group, and (ii) that such assets are located in United Kingdom, Isle ofMan, the Republic of Ireland or the Channel Islands;

### **(o)****                                 **disposalsconstituting the surrender of tax losses by any member of the Bank Group:

#### **(i)****                                   **toany Non-Bank Group UK Taxpayer to the extent that the total amount of such TaxLosses aggregated with all other Tax Losses surrendered in the same financialyear in reliance on this paragraph (o) does not exceed the DeductionsLimit; and

#### **(ii)****                               **toany other member of the Group other than a member of the Bank Group, where thesurrendering company receives fair market value for such tax losses from therelevant recipient,

providedthat no Tax Losses may be surrendered under sub-paragraph (ii) aboveunless no later than 30 days after the proposed surrender, there is deliveredto the Facility Agent, a certificate signed by two authorised signatories ofthe Company (given without personal liability), giving brief details of therelevant transaction and certifying:

**(A)**                               where the fairmarket value to the recipient of any surrender of Tax Losses exceeds £15million (or its equivalent in other currencies), the fair market value receivedby the surrendering company in respect of such Tax Losses, as determined by theCompany in its reasonable opinion, after taking account of advice from itsexternal tax advisers; and

**(B)****                              **that, taking into accountthe aggregate amount of Tax Losses surrendered by members of the Bank Group(whether in reliance on 

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this paragraph (o) orotherwise) and assuming that the financial performance of the Bank Group is inaccordance with the projections set out in the Agreed Business Plan), there isno reasonable expectation that any member of the Bank Group will become a taxpayer prior to the Final Maturity Date in respect of the B1 Facility as aresult of such surrender of Tax Losses;

### **(p)****                                 **disposalsof assets to and sharing assets with any person who is providing services theprovision of which have been or are to be outsourced to that person by anymember of the Bank Group provided that:

#### **(i)****                                   **theassets being disposed of in reliance on this paragraph (p) shall be assetswhich relate to the services which are the subject of such outsourcing;

#### **(ii)****                               **theprojected cash cost to the Bank Group of such outsourcing shall be less thanthe projected cash cost to the Bank Group of carrying out such outsourcedactivities at the levels of service to be provided by the service providerwithin the Bank Group;

#### **(iii)****                           **theeconomic benefits derived from any such outsourcing contract shall be receivedby the Bank Group during the term of such contract;

#### **(iv)****                              **theaggregate fair market value of the assets disposed of shall not exceed 3.75% ofBank Group Consolidated Revenues in any financial year; and

#### **(v)****                                  **nolater than 30 days after the date of such outsourcing where the considerationpayable in respect of the assets subject to such disposal exceeds £10 million(or its equivalent in other currencies), a duly authorised officer of theCompany shall have provided to the Facility Agent, a certificate (withoutpersonal liability) verifying each of the matters set out insub-paragraphs (i) to (iii) above and certifying that as at the date ofsuch certificate, the aggregate fair market value of all assets disposed in relianceon this paragraph (p) during such financial year, does not exceed thethreshold specified in sub-paragraph (iv) above;

### **(q)****                                 **disposalsof assets pursuant to sale and leaseback transactions not constitutingFinancial Indebtedness where the aggregate fair market value of any assetsdisposed of in reliance on this paragraph (q) does not, together with theaggregate principal amount of all outstanding Financial Indebtedness incurredunder paragraph (k) of Clause 25.4 (*FinancialIndebtedness*) exceed £150 million (or its equivalent in othercurrencies) in any financial year of the Company and any disposals of assetspursuant to sale and leaseback transactions constituting Financial Indebtednessto the extent such Financial Indebtedness is permitted under this Agreement;

### **(r)****                                 **disposalsof any Hedging Agreements no longer required for the purpose for which it wasoriginally entered into;

### **(s)****                                 **disposalsof non-core assets acquired in connection with a transaction permitted underClause 25.13 (*Acquisitions andInvestments*);

### **(t)****                                   **anydisposal of all or part of “NTL — Business Segment” pursuant to a BusinessDivision Transaction;

### **(u)****                                **anydisposals constituted by licences of intellectual property rights permitted byClause 24.6 (*Intellectual Property*);

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### **(v)****                                  **anydisposal of assets made pursuant to the establishment of a Permitted JointVenture or any disposal of assets to a Permitted Joint Venture which ispermitted within the scope of the provisions contained in Clause 25.9 (*Joint Ventures*); and

### **(w)****                               **disposalsof assets not otherwise permitted under this Clause 25.6 provided that theaggregate fair market value of the assets disposed of during any givenfinancial year in reliance on paragraphs (p) and (q) above and on thisparagraph (w) does not exceed in respect of any financial year of the BankGroup, 12.5%****of Bank Group ConsolidatedRevenues for the preceding financial year of the Bank Group, calculated byreference to the annual financial information for the Bank Group delivered inrespect of the preceding financial year of the Bank Group pursuant toparagraph (b)(ii) of Clause 22.1 (*FinancialStatements*);

providedthat in respect of any Disposal permitted under paragraphs (i), (m),(o)(ii), (q) and (w) above:

**(A)**                               such disposalshall be on arm’s length commercial terms (or in the case ofparagraph (o)(ii) such disposals are for fair market value from theperspective of the surrendering company);

**(B)**                               at least 75% ofthe consideration for such disposal shall be comprised of cash, Cash EquivalentInvestments, Marketable Securities or Additional Assets, provided that theaggregate amount of consideration received by way of Marketable Securitiesshall not (valued as at the relevant time of receipt of any MarketableSecurities) at any time exceed £50 million (or its equivalent in other currencies)and provided further that any Cash Equivalent Investments, MarketableSecurities and/or Additional Assets acquired pursuant to any such disposal aremonetized within 3 months of the expiry of any lock-up arrangement entered intoby the relevant member of the Bank Group making such disposal with any thirdparty (where such lock-up arrangement has a term not exceeding 12 months); and

**(C)**                               in respect ofany disposal the fair market value of which exceeds £35 million (or itsequivalent in other currencies) no later than 30 days after the date of suchdisposal, there shall have been delivered to the Facility Agent, a certificatesigned by two authorised officers of the Borrower providing brief details ofthe transaction and certifying (in each case, to the extent applicable) (1)(other than in respect of disposals under paragraph (o)(ii) above) suchdisposal shall be on arm’s length commercial terms or (in the case ofparagraph (o)(ii) such disposals are for fair market value from theperspective of the surrendering company), (2) that not less than 75% of theconsideration for such disposal shall be in cash, Cash Equivalent Investments,Marketable Securities or Additional Assets, and (3) to the extent any of theconsideration will include Marketable Securities, the name, amount and otherbrief details of such Marketable Securities.

## **25.7****                        Change ofBusiness**

No Obligor shall (and theCompany shall procure that no member of the Bank Group shall), without theprior written consent of an Instructing Group or save as otherwise permitted bythe terms of this Agreement make any change in the nature of its business ascarried on immediately prior to the Original Execution Date, which would giverise to a substantial change in the business of the Bank Group taken as awhole, provided that this Clause 25.7 shall not be breached by an Obligoror any member of the Bank Group making a disposal permitted by Clause 25.6(*Disposals*), an acquisition orinvestment permitted by Clause 25.13 

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(*Acquisitions and Investments*) or entering into any jointventure permitted by Clause 25.9 (*JointVentures*).

## **25.8****                        Mergers**

No Obligor shall (and theCompany shall procure that no member of the Bank Group shall), without theprior written consent of an Instructing Group, amalgamate, consolidate or mergewith any other person unless:

### **(a)****                                 **suchamalgamation, consolidation or merger is between two Obligors or an Obligor andanother member of the Group where the Obligor will be the surviving entity;

### **(b)****                                 **suchamalgamation, consolidation or merger is between two members of the Bank Groupwhich are not Obligors;

### **(c)****                                 **suchamalgamation, consolidation, or merger constitutes an acquisition permittedunder Clause 25.13 (*Acquisitions andInvestments*);

### **(d)****                                 **anymember of the Bank Group liquidates or dissolves in either case on a solventbasis and, with respect to the Obligors on a basis that is in accordance withthe provisions of Clause 25.20 (*SolventLiquidation*),

### **(e)****                                 **suchamalgamation, consolidation or merger is by an Obligor (the “**Original Entity**”) into one or more entities (each a “**Merged Entity**”), provided that:

#### **(i)****                                   **suchMerged Entity is a Obligor and is liable for the obligations of the relevantOriginal Entity under this Agreement and the Security which remain unaffectedthereby and entitled to the benefit of all the rights of such Original Entity;

#### **(ii)****                               **ifrequired by the Facility Agent, such Merged Entity has entered into one or moreSecurity Documents which provide security over the same assets of at least anequivalent nature and ranking to the security provided by the relevant OriginalEntity pursuant to any Security entered into by them and any possibility of theSecurity referred to in this paragraph or paragraph (iii) below beingchallenged or set aside is not greater than any such possibility in relation tothe Security entered into by or in respect of the share capital of any relevantOriginal Entity;

#### **(iii)****                           **(ifall or any part of the share capital of the relevant Original Entity wascharged pursuant to one or more Security Documents) the equivalent part of theissued share capital of such Merged Entity is charged pursuant to Security onterms of at least an equivalent nature and ranking as the Security relating tothe shares in the relevant Original Entity; and

#### **(iv)****                              **theFacility Agent is satisfied (acting reasonably) that all the property and otherassets of the relevant Original Entity are vested in the Merged Entity and thatthe Merged Entity has assumed all the rights and obligations of the relevantOriginal Entity under all material Necessary Authorisations; and

### **(f)****                                   **transactionsthat are expressly contemplated by the Steps Paper,

provided that in the case ofparagraphs (a), (b), (c) and (e) only, no later than 10 Business Daysprior to the proposed amalgamation, consolidation or merger a duly authorisedofficer of the Company shall have delivered to the Facility Agent (in form andsubstance satisfactory to 

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the Facility Agent, actingreasonably) a certificate verifying compliance with the relevant matters setout in such paragraph and to the extent deemed necessary, the FacilityAgent shall have received appropriate advice from counsel in any relevantjurisdiction that such amalgamation, consolidation or merger (1) will notresult in the breach of any applicable law or regulation in any material respectand (2) in the case of an amalgamation, consolidation or merger involving anObligor, will not have a materially adverse impact upon any of the obligationsowed by such Obligor to the Finance Parties or upon the Security granted bysuch Obligor under any Security Document.

## **25.9****                        JointVentures**

No Obligor shall, (and theCompany shall procure that no member of the Bank Group shall) enter into, makeany loans, distributions or other payments to, give any guarantees for theFinancial Indebtedness of, or acquire any interest or otherwise invest in, anyJoint Venture, other than:

### **(a)****                                 **anacquisition of any interest in or any investment in any member of the UKTVGroup;

### **(b)****                                 **pursuantto any loan or other funding arrangement in accordance with any Existing UKTVGroup Loan Stock (including the funding of any undrawn amount thereunder as atthe Original Execution Date); or

### **(c)****                                 **theacquisition of any interest in or any investment in, any Joint Ventureconstituting a Business Division Transaction, provided that:

#### **(i)****                                   **theNet Proceeds of any such transaction shall be distributed in accordance withthe provisions of sub-paragraph (iv) of Clause 25.5 (*Dividends, Distributions and Share Capital*);and

#### **(ii)****                               **anyNet Proceeds which are not distributed in accordance with (i) above shall beretained within the Bank Group; or

### **(d)****                                 **anyother Joint Venture not contemplated by paragraphs (a) to (c) above, whichis engaged in a business substantially the same as or reasonably related orcomplimentary to, that carried on by the Bank Group and in any financial year,the aggregate of:

#### **(i)****                                   **allamounts invested or any interests acquired in any Joint Venture by members ofthe Group; and

#### **(ii)****                               **anyloans made or any guarantees given for Financial Indebtedness of any JointVenture,

does not exceed 3.25% ofBank Group Consolidated Revenues for the preceding financial year, calculatedby reference to the annual financial information for the Bank Group deliveredin respect of that preceding financial year of the Bank Group pursuant toClause 22.1 (*Financial Statements*),provided that any loans or investments made by way of Asset Passthrough and anypayments made in respect of transactions conducted on an arm’s length basis orin the ordinary course of trading with any Joint Venture, shall not be includedin the calculation of such amount.

** **

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## **25.10****                 Transactions withAffiliates**

No Obligor shall (and theCompany shall procure that no member of the Bank Group shall) without the priorwritten consent of an Instructing Group, enter into any arrangement, contractor transaction with any other member of the Group which is not an Obligor,other than:

### **(a)****                                 **transactionsexpressly permitted by the Finance Documents;

### **(b)****                                 **transactionsbetween a member of the Bank Group that is not an Obligor with any other memberof the Bank Group which is not an Obligor;

### **(c)****                                 **transactionsin the ordinary course of business and either on no worse than arm’s lengthterms or, where there is no available market by which to assess whether such atransaction is on no worse than arm’s length terms, on terms such that thetransaction is financially fair to the relevant Obligor or, as the case may be,other member of the Bank Group;

### **(d)****                                 **transactionswith any member of the Group in relation to management services conducted atnot less than Cost on behalf of such member of the Group;

### **(e)****                                 **taxsharing agreements or arrangements to surrender tax losses and payments madepursuant thereto, to the extent such transactions are not prohibited by thisAgreement;

### **(f)****                                   **transactionsrelating to the provision of Intra-Group Services;

### **(g)****                                **transactionsto effect either an Asset Passthrough or a Funding Passthrough;

### **(h)****                                **transactionseither on terms and conditions (including, without limitation, as to anyreasonable fees payable in connection with such transactions) not substantiallyless favourable to the relevant Obligor or, as the case may be, other member ofthe Bank Group than would be obtainable at such time in comparable arm’s lengthtransactions with an entity which is not an Affiliate or, where there is nocomparable arm’s length transaction by which to assess whether such atransaction is on terms and conditions not substantially less favourable to therelevant Obligor or, as the case may be, other member of the Bank Group, onsuch terms and conditions (including, without limitation, as to any fees payablein connection with such transaction) that the transaction is financially fairto the relevant Obligor or, as the case may be, other member of the Bank Group;

### **(i)****                                   **anytransaction to which one or more Obligors and one or more members of the Groupwho are not Obligors are party where the sole purpose of such transaction isfor such Obligors and members of the Group to effect a transaction with aperson who is not a member of the Group;

### **(j)****                                   **insurancearrangements entered into in the ordinary course of business with a CaptiveInsurance Company;

### **(k)****                               **transactionsrelating to capital contributions between members of the Group or the amendmentof the terms of any loans made by or any convertible unsecured loan stock orother securities issued by any member of the Group to any other member of theGroup (whether by way of conversion of loans to convertible unsecured loanstock or vice versa or otherwise) or the capitalisation of, or the waiver of orthe repayment of, loans made by or any convertible unsecured loan stock issuedby any member of the Group to any other member of the Group;

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### **(l)****                                   **transactionsrelating to Excess Capacity Network Services provided that the price payable byany member of the Group in relation to such Excess Capacity Network Services isno less than the Cost incurred by the relevant member of the Bank Group inproviding such Excess Capacity Network Services;

### **(m)****                             **transactionsconstituting Subordinated Funding;

### **(n)****                                **transactionsconstituting Permitted Payments; or

### **(o)****                                 **anyother 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 andInvestments*).

## **25.11****                 Change inFinancial Year**

Neither the Parent nor anyObligor shall, without the prior consent of the Facility Agent, change the endof its financial year from 31 December.

## **25.12****                 Limitations onHedging**

NoObligor shall (and the Company shall procure that no member of the Bank Groupshall) enter into any Hedging Agreement other than:

### **(a)****                                 **theHedging Agreements listed in Part 6 of Schedule 10 (*Existing Hedging Agreements*);

### **(b)****                                 **HedgingAgreements specifically required under Clause 24.9 (*Hedging*); or

### **(c)****                                 **anyHedging Agreement in respect of spot or forward foreign exchange transactionsor currency swaps entered into in connection with such member of the Bank Group’sbusiness, 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 suchHedging Agreement may be entered into with another member of the Group.

## **25.13****                 Acquisitions andInvestments**

No Obligor shall (and theCompany shall procure that no member of the Bank Group shall) purchase,subscribe for or otherwise acquire or invest in any shares (or other securitiesor any interest in it) in, or incorporate, any company or acquire (bysubscription or otherwise) or invest in any business or (save in the ordinarycourse of business) purchase or otherwise acquire any other assets other than:

### **(a)****                                 **thepurchase of or investment in Cash Equivalent Investments or MarketableSecurities (including without limitation by way of consideration in respect ofany disposal as contemplated in the proviso to Clause 25.6 (*Disposals*) and subject to the conditionsset out therein);

### **(b)****                                 **theincorporation of a company or the acquisition of an “off-the-shelf” companywhich is or becomes a member of the Bank Group;

### **(c)****                                 **anyacquisition by any member of the Bank Group in connection with a disposalpermitted by the provisions of Clause 25.6 (*Disposals*) and any acquisition or subscription by a memberof the Bank Group of shares issued by a Subsidiary of the 

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### Borrower or aSubsidiary of Virgin Media Communications Limited (formerly known as NTLCommunications Limited) which in any such case, is a member of the Bank Groupwhich will, after the acquisition of such shares become a wholly owned direct orindirect Subsidiary of the Company or Virgin Media Communications Limited(formerly known as NTL Communications Limited) as the case may be, **provided that**if the other shares of such Subsidiary aresubject to existing Security, either (i) such newly issued shares shall also besubject to Security (in form and substance substantially similar to anyexisting Security or otherwise in such form and substance as may be reasonablyrequired by the Facility Agent) upon their issue or (ii) such shares shall be madesubject to Security (in form and substance substantially similar to anyexisting Security or otherwise in such form and substance as may be reasonablyrequired by the Facility Agent) within 10 Business Days of their issue;

### **(d)****                                 **theacquisition of any shares in NTL South Herts or the acquisition of anyinterests in the limited partners of South Hertfordshire United Kingdom Fund,Ltd.;

### **(e)****                                 **anyacquisition made by a member of the Bank Group pursuant to the implementationof an Asset Passthrough or a Funding Passthrough;

### **(f)****                                   **anyacquisition expressly contemplated by the Steps Paper;

### **(g)****                                **anyacquisition by any member of the Bank Group of any loan receivable, security orother asset by way of capital contribution or in consideration of the issue ofany securities or of Subordinated Funding;

### **(h)****                                **anyacquisition of shares, assets, revenues or rights arising from an amalgamation,consolidation or merger of a member of the Bank Group with any other personwhich is permitted by Clause 25.8 (*Mergers*);

### **(i)****                                   **theacquisition of any leasehold interest in any assets which are the subject of asale and leaseback permitted by the provisions of paragraph (q) ofClause 25.6 (*Disposals*);

### **(j)****                                   **anyacquisition of or investment in any Joint Venture permitted by Clause 25.9(*Joint Ventures*);

### **(k)****                               **anypurchase or acquisition of assets or revenues by a member of the Bank Groupfrom a member of the Bank Group, provided that the disposal of such assets orrevenues by the relevant member of the Bank Group is permitted underClause 25.6 (*Disposals*);

### **(l)****                                   **arisingfrom 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 thebenefit of Security over the shares of such Original Company or such OriginalCompany is an Obligor, then the Company shall ensure that the Security Trusteeis provided with Security over the equivalent ownership interests in, andsubstantially all of the assets of, the converted organisation, of at least anequivalent nature and ranking to the Security previously provided by theOriginal Company and (ii) the Security Trustee is satisfied that anypossibility of the additional Security referred to in this paragraph beingchallenged or set aside is not greater than any such possibility in relation tothe Security entered into by or in respect of the share capital of the OriginalCompany;

### **(m)****                             **theBaseball Acquisition;

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### **(n)****                                **theAlternative Baseball Acquisition, provided that:

#### **(i)****                                   **thetotal cash payment for such acquisition (including the assumption of debt) doesnot exceed £500 million;

#### **(ii)****                               **atthe time of completion of such Alternative Baseball Acquisition, no Event ofDefault has occurred or in continuing or would occur as a result of suchacquisition; and

#### **(iii)****                           **aftergiving pro forma effect for such Alternative Baseball Transaction, the BankGroup continue to be in compliance with Clause 23.2 (*Ratios*);

### **(o)****                                 **anyacquisition (a “**Permitted Acquisition**”) of aperson carrying on any business similar and/or complementary to the Group (the “**Acquiree**”) in each case:

#### **(i)****                                   **noDefault is continuing on the closing date for the Permitted Acquisition orwould occur as a result of the Permitted Acquisition;

#### **(ii)****                               **theaggregate consideration for the Permitted Acquisition (including any assumedindebtedness, or other assumed actual or contingent liability and anyassociated fees and expenses) (the “**Total Purchase Price**”)is funded entirely from (A) the proceeds of New Equity and (B) up to £200million in aggregate of available cash within the Group or FinancialIndebtedness permitted by this Agreement;

#### **(iii)****                           **theAcquiree has positive earnings before tax, depreciation and amortisationcalculated on the same basis as Consolidated Operating Cashflow for the previousone financial year ending on the last day of the last financial quarter of thethen current financial year of such company or business for which financialstatements are available;

#### **(iv)****                              **inthe 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 thecompletion of the Permitted Acquisition, the Acquiree (and the acquirer, asapplicable) must to the extent required by Clause 24.12 (*Further Assurance*) accede as a Guarantorin accordance with the provisions of Clause 26.2 (*Acceding Guarantors*);

#### **(v)****                                  **inthe case of the acquisition of a business or undertaking carried on as a goingconcern of the Acquiree, as soon as reasonably practicable, but in any casewithin 90 days from the completion of the Permitted Acquisition, the acquirer,to the extent that it is an Obligor, must give Security over the assetsacquired by executing Security Documents, in form and substance satisfactory tothe Facility Agent and to the extent it becomes a Material Subsidiary, it shallaccede as a Guarantor in accordance with the provision of Clause 26.2 (*Acceding Guarantors*);

#### **(vi)****                              **forany Permitted Acquisition the Total Purchase Price of which is in excess of£100 million, the Company must provide to the Facility Agent (to theextent practicable not later than 5 Business Days prior to the proposedacquisition):

**(A)****                              **copies of all due diligencereports (if any) commissioned by the Company or any relevant member of the BankGroup in respect of the proposed Permitted Acquisition;

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**(B)****                              **copies of all sale andpurchase documents relating to the proposed Permitted Acquisition, in each caseduly executed and delivered by all parties thereto, together with confirmationthat all material Authorisations for such acquisition have been made, obtainedand are in full force and effect;

**(C)**                               an updatedBudget amended to reflect the proposed Permitted Acquisition; and

#### **(vii)****                          **theCompany will provide to the Facility Agent, a certificate signed by the chieffinancial officer of the Company showing in reasonable detail that:

**(A)**                               it would haveremained in compliance with its obligations under Clause 23 (*Financial Condition*) if the covenantstested therein were recalculated for the most recent Quarter Date for which quarterlyfinancial information is available, such recalculation to be made by referenceto the financial statements of the Acquiree consolidated with the financialstatements of the Bank Group for such period on a pro forma basis and as if theconsideration for the proposed acquisition had been paid at the start of thatrelevant testing period ending on that Quarter Date and any borrowings incurredin connection with the acquisition or since the last day of the relevanttesting period had been incurred on the first day of the relevant testingperiod and (to the extent agreed by the Facility Agent, acting reasonably) toany reasonably identifiable cost savings and other synergies which arereasonably expected to result from the Permitted Acquisition; and

**(B)**                               it will be incompliance with its obligations under Clause 23 (*Financial Condition*) as at the end of thenext Financial Quarter, such compliance to be demonstrated on a pro forma basisby reference to the financial statements of the Acquiree, consolidated with thefinancial statements of the Bank Group for such period and (to the extentagreed by the Facility Agent, acting reasonably) to any reasonably identifiablecost savings and other synergies which are reasonably expected to result fromthe Permitted Acquisition;

### **(p)****                                 **acquisitionsnot falling within paragraphs (a) to (o) above **providedthat**the aggregate consideration for the acquisitions permitted bythis paragraph (p) shall not exceed £300 million; and

### **(q)****                                 **investmentsin any Asset Securitisation Subsidiary in connection with any assetsecuritisation programme or receivables factoring transaction otherwisepermitted by Clause 25.6(i) of this Agreement that is reasonably necessaryor advisable to effect such asset securitisation programme or receivables factoringtransaction.

## **25.14****                 High Yield Notes**

Saveto the extent expressly permitted under the terms of the HYD IntercreditorAgreement, without the consent of an Instructing Group:

### **(a)****                                 **withrespect to the Parent only:

#### **(i)****                                   **itwill not transfer any of its rights or obligations under the Existing HighYield Notes or agree any amendment to the Existing High Yield Notes (i) 

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#### relating tothe increase in the amount of or the bringing forward of the date of anypayment of principal, interest, fees or other amounts payable thereunder or(ii) changing the currencies in which the Existing High Yield Notes aredenominated as at the Merger Closing Date (other than in the case where theUnited Kingdom becomes a Participating Member State);

#### **(ii)****                               **itwill not transfer any of its rights or obligations under the New High YieldNotes or agree any amendment to the New High Yield Notes after the date ofissuance (i) relating to the increase in the amount of or the bringingforward of the date of any payment of principal, interest, fees or otheramounts payable thereunder or (ii) changing the currencies in which theNew High Yield Notes are denominated as at the date of issuance (other than inthe case where the United Kingdom becomes a Participating Member State); or

#### **(iii)****                           **inrelation to any High Yield Refinancing permitted under the terms of thisAgreement, it will not change any of the original terms under which such HighYield Refinancing was issued, where such terms relate to the conditions of suchHigh Yield Refinancing set out in the definition thereof; or

### **(b)****                                 **withrespect to the Company it will not agree any amendment to the guarantee grantedby it in respect of obligations of the Parent under the Existing High YieldNotes or any guarantee granted in respect of the New High Yields Notes or HighYield Refinancing and which is granted in accordance with the terms ofparagraph (c) of Clause 25.4 (*FinancialIndebtedness*),

in each case, other thanamendments of an administrative or technical nature.

## **25.15****                 No Restrictionson Payments**

No Obligor shall (and theCompany shall procure that no member of the Bank Group shall) enter into anyagreement, transaction or other arrangement which restricts or attempts torestrict such Obligor or other member of the Bank Group from making any paymentsor other distributions in cash to any other member of the Bank Group, if anysuch restriction affects the ability of the Obligors as a whole to comply withthe payment obligations under the Finance Documents or is reasonably likely toresult 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 awhole or is reasonably likely to result in a significant increase in any taxesin any material amount owing by the Bank Group as a whole, other than pursuantto or as contemplated by the Finance Documents or the Bridge Finance Documents.

## **25.16****                 Parent Covenants**

The Parent shall not trade, carry on any business, own anymaterial assets or incur any material liabilities except for:

### **(a)****                                 **the carrying on business of and the provision ofadministrative services to members of the Bank Group of a type customarilyprovided by, a holding company to its Subsidiaries;

### **(b)****                                 **the ownership of shares in the Company, intergroupdebit balances, intergroup credit balances and other credit balances in bankaccounts 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 to Security;

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#### **(ii)****                               **tothe extent applicable, subject to the provisions of the HYD IntercreditorAgreement or the Group Intercreditor Agreement;

### **(c)****                                 **any rights and liabilities arising under the FinanceDocuments, the Existing High Yield Notes, the Bridge Finance Documents, the New High Yield Notes or any High Yield Refinancing.

### **(d)****                                 **havingrights and liabilities under any hedging arrangements which are entered into byit  pursuant to clause 24.9 (*Hedging*) of this Agreement;

### **(e)****                                 **incurringliabilities for or in connection with Taxes or arising by operation of law; and

### **(f)****                                   **inrespect of any service contracts for any directors or employees.

## **25.17****                 No Amendments**

### **(a)****                                 **NoObligor shall (and the Company shall procure that no member of the Bank Groupshall) amend the Tax Cooperation Agreement (to the extent it is a partythereto) or its constitutional documents, in each case, in a manner which couldreasonably be expected to have a Material Adverse Effect other than with theprior written consent of an Instructing Group or where required by law(provided that, in the case of the latter, such amendment could not reasonablybe expected to have a Material Adverse Effect);

### **(b)****                                 **TheParent shall procure that except as permitted by the HYD IntercreditorAgreement and the Group Intercreditor Agreement, no amendment is made to:

#### **(i)****                                   **theBridge Finance Documents (or any Exchange Notes, as applicable);

#### **(ii)****                               **theExisting High Yield Notes; or

#### **(iii)****                           **theNew High Yield Notes,

in each case, in a mannerwhich could reasonably be expected to have a Material Adverse Effect other thanwith the prior written consent of the Instructing Group or where required bylaw.

## **25.18****                 Parent Debt**

The Ultimate Parent shallnot (and shall procure that none of its Subsidiaries (other than a member ofthe Bank Group) shall) incur, create or permit to subsist or have outstandingany Financial Indebtedness or enter into any agreement or arrangement wherebyit is entitled to incur, create or permit to subsist any Financial Indebtednessunless the Ultimate Parent can demonstrate by reference to the quarterlyfinancial information for the Group most recently delivered pursuant toClause 22.1 (*Financial Statements*)that the Leverage Ratio (adjusted in the case of the Consolidated Net Debtelement, to take account of the Financial Indebtedness in question and anyother Financial Indebtedness raised by the Ultimate Parent or such Subsidiarysince the date of such quarterly financial information) is not more than 4.25:1for the period of four consecutive financial quarters ended on the last day ofthe financial quarter in respect of which such quarterly financial informationwas delivered provided that the foregoing limitations shall not apply to:

### **(a)****                                 **anyFinancial Indebtedness arising under or pursuant to the Finance Documents;

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### **(b)****                                 **anyFinancial Indebtedness incurred (including any such Financial Indebtednessexisting as at the Original Execution Date) by any member of the Group (otherthan a member of the Bank Group) and owed to any other member of the Group;

### **(c)****                                 **anyFinancial Indebtedness incurred by any member of the Group (other than a memberof 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 ifany basket or threshold contained in Clause 25.4 (*Financial Indebtedness*) is utilized by anymember of the Group (other than a member of the Bank Group) pursuant to thisparagraph (c), such basket or threshold shall be reduced by acorresponding amount and shall thereafter be unavailable for use by any memberof the Bank Group;

### **(d)****                                 **anyFinancial Indebtedness incurred by any member of the Group (other than a memberof the Bank Group) to refinance all or any part of the Outstandings, includingthe payment of all principal, interest, fees, expenses, commissions, make-wholeand any other contractual premium payable, in respect of such Outstandings andany fees, costs and expenses incurred in connection with such refinancing;

### **(e)****                                 **theBridge Facility, the Alternative Bridge Facility, the Exchange Notes, theExisting High Yield Notes, any New High Yield Notes or any High YieldRefinancings; and

### **(f)****                                   **anyFinancial Indebtedness incurred by any Permitted Joint Venture.

## **25.19****                 US Borrower**

TheUS Borrower shall not:

### **(a)****                                 **carryon any trade or business, other than the management of its own financialaffairs and operations to the extent necessary in connection with the FinanceDocuments and the acquisition and ownership of the Notes, including withoutlimitation, the opening and maintenance of bank accounts outside of the UnitedKingdom, the granting of loans or other credit, the borrowing of monies, themaking of any distributions, and the payment of fees, costs, taxes and othercharges properly incurred by it in the conduct of its operations from time totime, provided always that none of the foregoing activities shall render the USBorrower as resident for tax purposes in the United Kingdom;

### **(b)****                                 **ownany Subsidiary or other entity;

### **(c)****                                 **createor permit to subsist any Encumbrance over its rights under or title andinterest in the Notes, other than:

#### **(i)****                                   **pursuantto the Security; or

#### **(ii)****                               **ascontemplated by any applicable Group Intercreditor Agreement or the HYDIntercreditor Deed; or

### **(d)****                                 **disposeof any or all of its rights, title and interest in the Notes other thanpursuant to or as contemplated by the Security Documents or as contemplated byany applicable Group Intercreditor Agreement or the HYD Intercreditor Deed.

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## **25.20****                 SolventLiquidation**

No Obligor (for thesepurposes, a “**Predecessor Obligor**”)shall, without the prior written consent of an Instructing Group, liquidate ona solvent basis (a “**Solvent Liquidation**”)unless:

### **(a)****                                 **onor prior to the Solvent Liquidation, an entity (the “**SuccessorEntity**”) acquires substantially all of the assets and assumessubstantially all of the liabilities of the Predecessor Obligor (a “**Liquidation Transfer**”), excluding any rights under contractsthat cannot be assigned or liabilities that will be satisfied or released uponthe Solvent Liquidation, on an arms’ length basis and for full consideration;

### **(b)****                                 **theSuccessor Entity is organised in the same jurisdiction as that in which thePredecessor Obligor is organised and is either:

#### **(i)****                                   **anexisting Obligor; or

#### **(ii)****                               **aSubsidiary of the Company that is entitled to become (and subsequently doesbecome) an Obligor in accordance with the provisions of Clause 26.1 (*Acceding Borrowers*) or Clause 26.2 (*Acceding Guarantors*); and

### **(c)****                                 **theSuccessor Entity does not incur any additional material liabilities inconnection with the Solvent Liquidation other than those which are to betransferred to it by the Predecessor Obligor but which did not arise directlyas a result of the Solvent Liquidation;

### **(d)****                                 **tothe extent previously provided in respect of the shares of the PredecessorObligor, the Finance Parties are granted a first ranking security interest overthe shares of the Successor Entity;

### **(e)****                                 **noEvent of Default has occurred and is continuing or would arise from theLiquidation Transfer or the Solvent Liquidation;

### **(f)****                                   **immediatelyafter the Solvent Liquidation, the following documents are delivered to theFacility Agent each in a form previously approved by the Facility Agent (actingon the instructions of an Instructing Group):

#### **(i)****                                   **copiesof solvency declarations of the directors of the Successor Entity confirming tothe best of their knowledge and belief, that the Successor Entity was balancesheet solvent immediately prior to and after the Solvent Liquidation,accompanied by any report by the auditors or other advisers of the relevantSuccessor Entity on which such directors have relied for the purposes of givingsuch declaration;

#### **(ii)****                               **copiesof the resolutions of the Predecessor Obligor and the Successor Entity (to theextent required by law) approving the Liquidation Transfer and/or the SolventLiquidation (as applicable);

#### **(iii)****                           **copiesof the statutory declarations of the directors of the Predecessor Obligor (tothe extent required by law) given in connection with Solvent Liquidation;

#### **(iv)****                              **acopy of the executed transfer agreement relating to the Liquidation Transfer;and

#### **(v)****                                  **thelegal opinion from the Successor Entity’s counsel confirming (i) the due 

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#### capacity andincorporation of each of the Successor Entity and the Predecessor Obligor, (ii)the power and authority of the Successor Entity to enter into and perform itsobligations under this Agreement and any other Finance Document to which it isa party and (iii) that the transfer agreement giving effect to the LiquidationTransfer is legally binding and enforceable in accordance with its terms.

## **25.21****                 ERISA**

Neither any Obligor nor anyERISA Affiliate shall maintain or contribute to (or have an obligation tocontribute to) a Plan subject to Title IV or Section 302 of ERISA and/orSection 412 of the Code or to a Multiemployer Plan which could reasonably beexpected to give rise to a material liability to any Obligor or any FinanceParty.

# **26.****                               ACCEDINGGROUP COMPANIES**

## **26.1****                        AccedingBorrowers**

### **(a)****                                 **Subjectto paragraph (b) below, the Company may, upon not less than 3 BusinessDays’ prior written notice to the Facility Agent, request that any member ofthe Bank Group becomes an Acceding Borrower under this Agreement.

### **(b)****                                 **Suchmember of the Bank Group may become an Acceding Borrower if:

#### **(i)****                                   **itis incorporated in the United Kingdom or (if it is not incorporated in the  United Kingdom) an Instructing Group hasapproved the addition of that member of the Bank Group as an Acceding Borrower;

#### **(ii)****                               **theCompany delivers to the Facility Agent a duly completed and executed AccessionNotice pursuant to which it agrees to become a party to this Agreement as anAcceding Borrower and (subject to any provision of law prohibiting the same) anAcceding Guarantor;

#### **(iii)****                           **theCompany confirms that no Event of Default is continuing or would occur as aresult of that member of the Bank Group becoming an Acceding Borrower; andAcceding Guarantor; and

#### **(iv)****                              **theFacility Agent has received all of the documents and other evidence listed inPart 2 of Schedule 7 (*AccessionDocuments*) in relation to that member of the Bank Group, each inform and substance satisfactory to the Agent, acting reasonably.

### **(c)****                                 **TheFacility Agent shall notify the Company and the Lenders promptly upon beingsatisfied that the conditions specified in paragraph (b) above have beensatisfied.

## **26.2****                        AccedingGuarantors**

### **(a)****                                 **Subjectto paragraph (b) below, the Company may, upon not less than 3 BusinessDays’ prior written notice to the Facility Agent, request that any member ofthe Bank Group becomes an Acceding Guarantor under this Agreement.

### **(b)****                                 **Suchmember of the Bank Group may become an Acceding Guarantor if:

#### **(i)****                                   **theCompany delivers to the Facility Agent a duly completed and executed AccessionNotice;

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#### **(ii)****                               **theCompany confirms that no Event of Default is continuing or would occur as aresult of that member of the Bank Group becoming an Acceding Guarantor; and

#### **(iii)****                           **theFacility Agent has received all of the documents and other evidence listed inPart 2 of Schedule 7 (*Accession Documents*)in relation to that member of the Bank Group, each in form and substancesatisfactory to the Agent, acting reasonably.

### **(c)****                                 **TheFacility Agent shall notify the Company and the Lenders promptly upon beingsatisfied that the conditions specified in paragraph (b) above have beensatisfied.

## **26.3****                        AccedingHolding Company**

If at any time the UltimateParent becomes a Subsidiary of a Holding Company, the Ultimate Parent shallensure that such Holding Company shall, upon becoming the Holding Company ofthe Ultimate Parent deliver an Accession Notice duly executed by the Companyand the Holding Company together with the documents set out in Part 2 ofSchedule 7 (*Accession Documents*).

## **26.4****                        Assumptionof Rights and Obligations**

### **(a)****                                 **Uponsatisfactory delivery of a duly executed Accession Notice to the FacilityAgent, together with the other documents required to be delivered underClauses 26.1 (*Acceding Borrowers*)and 26.2 (*Acceding Guarantors*),the relevant member of the Bank Group, the Ultimate Parent, the Parent, theObligors and the Finance Parties, will assume such obligations towards oneanother and/or acquire such rights against each other as they would each haveassumed or acquired had such member of the Bank Group been an original party tothis Agreement as a Borrower or a Guarantor as the case may be and such memberof the Bank Group shall become a party to this Agreement as an AccedingBorrower and/or an Acceding Guarantor as the case may be.

### **(b)****                                 **Uponsatisfactory delivery of a duly executed Accession Notice to the FacilityAgent, together with the other documents required to be delivered underClause 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 rightsagainst each other as they would each have assumed or acquired had such HoldingCompany been an original party to this Agreement as the Ultimate Parent, andsuch Holding Company shall become a party to this Agreement in suchcapacity.  Simultaneously with suchHolding Company becoming a party to this Agreement as aforesaid, the FacilityAgent shall release the Ultimate Parent for the time being from its obligationsas an Ultimate Parent under this Agreement and such Ultimate Parent shall ceaseto be a party to this Agreement in such capacity.

# **27.****                               EVENTSOF DEFAULT**

Each of Clauses 27.1 (*Non-Payment*) to Clause 27.16 (*Change of Ownership*) describes thecircumstances which constitute an Event of Default for the purposes of thisAgreement.

## **27.1****                        Non-Payment**

The Parent or any Obligorfails to pay any sum due from it under any Finance Document at the time, in thecurrency and in the manner specified in such Finance Document within (a) 1Business Day of the due date, in the case of payments of principal wherefailure to pay was 

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due solely to technical oradministrative error in the transmission of funds, (b) 3 Business Days of thedue date, in the case of payments of interest, or (c) 5 Business Days of thedue date, in respect of payments of any other amounts.

## **27.2****                        Covenants**

### **(a)****                                 **TheUltimate Parent, the Parent or an Obligor fails duly to perform or comply withany 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, Distributionsand Share Capital*), Clause 25.8 (*Mergers*), Clause 25.9 (*JointVentures*) or Clause 25.13 (*Acquisitionsand Investments*).

### **(b)****                                 **TheParent or any Obligor fails duly to perform or comply with any obligationexpressed to be assumed by it in Clause 22 (*Financial Information*) or sub-paragraph (b)(i) ofClause 24.12 (*Further Assurance*),paragraphs (a) and (b) of Clause 24.9 (*Hedging*), and such failure, if capable of remedy is not soremedied within 10 Business Days of the earlier of the Parent or such Obligorbecoming aware of such failure to perform or comply and the Facility Agenthaving given notice of such failure to the Company.

### **(c)****                                 **Thereis any breach of Clause 23.2 (*Ratios*).

### **(d)****                                 **Thereis any breach of Clause 25.6 (*Disposals*),provided that where the failure to comply with any obligation underClause 25.6 (*Disposals*)relates to the obligation to deliver a certificate within a specified timeperiod, no Event of Default shall be deemed to have occurred unless theBorrower shall have failed to deliver the required certificate within such timeperiod and upon request by the Facility Agent for a description of thetransactions relating to such certificate which was not delivered, the Borrowerfails to provide such details within 10 Business Days after such request.

## **27.3****                        OtherObligations**

The Ultimate Parent, theParent or any Obligor fails duly to perform or comply with any of theobligations 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 capableof remedy, is not so remedied within 30 days of the earlier of the UltimateParent, the Parent or such Obligor becoming aware of such failure to perform orcomply and the Facility Agent having given notice of such failure to theBorrower.

## **27.4****                        Misrepresentation**

Any representation orstatement made or repeated by the Ultimate Parent, the Parent or an Obligor inany Finance Document or in any notice or other document or certificatedelivered by it pursuant to a Finance Document is or proves to have beenincorrect or misleading in any material respect when made or repeated where thecircumstances giving rise to such inaccuracy, if capable of remedy or changeare not remedied or do not change within 30 days of the earlier of the UltimateParent, the Parent or the relevant Obligor becoming aware of such circumstancesand the Facility Agent having notified the Borrower of such misrepresentationhaving occurred.

## **27.5****                        CrossDefault**

### **(a)****                                 **AnyFinancial Indebtedness of any member of the Group is not paid when due andpayable, after taking into account any applicable grace period;

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### **(b)****                                 **anyFinancial Indebtedness of any member of the Group is declared (or is capable ofbeing declared) to be or otherwise becomes due and payable prior to itsspecified maturity as a result of an event of default (however described),after taking into account any applicable grace period; or

### **(c)****                                 **anycommitment for any Financial Indebtedness of any member of the Group iscancelled or suspended by a creditor of any member of the Group as a result ofan event of default (however described),

providedthat no Event of Default will occur under this Clause 27.5:

#### **(i)****                                   **ifthe aggregate amount of Financial Indebtedness and/or commitment for FinancialIndebtedness falling within paragraphs (a) to (c) above is less than £35million (or its equivalent in other currencies);

#### **(ii)****                               **ifthe circumstance which would otherwise have caused an Event of Default underthis Clause 27.5 is being contested in good faith by appropriate action;

#### **(iii)****                           **ifthe relevant Financial Indebtedness is cash-collateralised and such cash isavailable for application in satisfaction of such Financial Indebtedness;

#### **(iv)****                              **ifsuch Financial Indebtedness is owed by one member of the Group to anothermember of the Group; or

#### **(v)****                                  **ifsuch Event of Default arises solely by reason of the failure of any member ofthe Group to  obtain the consent of thelenders under the Existing Credit Facilities to (i) the execution of theFinance Documents, (ii) the exercise of any of its rights or the performance ofany of its obligations under the Finance Documents or (iii) any other mattercontemplated by the Finance Documents.

## **27.6****                        Insolvency**

The Ultimate Parent, theParent, any Borrower, any Obligor that is a Material Subsidiary or (for thepurposes of Clause 3.5 (*Vanilla**Certain Funds Period*) only) theMerger Sub, is unable to pay its debts as they fall due, ceases or suspendsgenerally the payment of its debts or announces an intention to do so, or makesa general assignment for the benefit of or a composition with its creditorsgenerally or a general moratorium is declared in respect of the FinancialIndebtedness 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).

## **27.7****                        Winding-up**

After the Original ExecutionDate, the Ultimate Parent, the Parent, any Borrower, any Obligor that is aMaterial Subsidiary or (for the purposes of Clause 3.5 (*Vanilla**CertainFunds Period*) only) the Merger Sub, takes any corporate action orformal legal proceedings are started and served (not being actions orproceedings which can be demonstrated to the satisfaction of the Facility Agentby providing an opinion of a leading firm of London solicitors (within 30 daysof any such action or proceedings having commenced) to that effect, asfrivolous, vexatious or an abuse of the process of the court or related to aclaim to which such Person has a good defence and which is being vigorouslycontested by such body) for its winding-up, dissolution, administration or re-organisationor for the appointment of a liquidator, receiver, administrator, administrativereceiver, conservator, custodian, trustee or similar officer of it or of any orall of its revenues and assets other than where any such legal 

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proceedings in respect ofthe 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 notrelate to the appointment of an administrator and (ii) are stayed or dischargedwithin 30 days from their commencement or (b) relate to a solvent liquidationor dissolution set forth under paragraph (d) of Clause 25.8 (*Mergers*).

## **27.8****                        Executionor Distress**

Any execution, distress orattachment is levied against, or an encumbrancer takes possession of, the wholeor any part of, the property, undertaking or assets of the Parent, anyBorrower, any Obligor which is a Material Subsidiary or (for the purposes ofClause 3.5 (*Vanilla Certain FundsPeriod*) only) the Merger Sub, having an aggregate value of more than£35 million (or its equivalent in other currencies) and the same is notdischarged within 30 days.

## **27.9****                        SimilarEvents**

Any event occurs which,under the laws of any jurisdiction, has a similar or analogous effect to any ofthose events mentioned in Clause 27.6 (*Insolvency*),27.7 (*Winding-up*) orClause 27.8 (*Execution or Distress*).

## **27.10****                 Repudiation**

The Ultimate Parent, theParent or any Obligor repudiates any of the Finance Documents to which it isparty.

## **27.11****                 Illegality**

Save as provided in theReservations, 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 itsobligations under any of the Finance Documents to which it is party or any ofthe obligations of the Ultimate Parent, the Parent or any Obligor under any ofthe Finance Documents to which it is party are not or cease to be legal, validand binding except as contemplated by the Reservations and, if capable ofremedy, is not remedied within 10 Business Days of the earlier of the UltimateParent, the Parent or such Obligor becoming aware of the relevant illegalityand the Facility Agent having given notice of the same to the Borrower.

## **27.12****                 IntercreditorDefault**

Any member of the Groupwhich is party to the Group Intercreditor Agreement or the HYD IntercreditorAgreement fails to comply with its obligations under it and such failure, ifcapable of remedy, is not remedied within 30 days of the earlier of such memberof the Group becoming aware of the relevant failure to comply and the FacilityAgent having given notice of the same to the Parent.

## **27.13****                 Revocation ofNecessary Authorisations**

Any Necessary Authorisationis revoked and where such revocation is reasonably likely to have a MaterialAdverse Effect, is not replaced within 10 Business Days.

## **27.14****                 Material AdverseEffect**

Any event or circumstanceoccurs which would have a Material Adverse Effect.

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## **27.15****                 MaterialProceedings**

Any litigation, arbitrationor administrative proceeding of or before any court, arbitral body, or agencyis commenced against any member of the Group, which is reasonably likely to beadversely determined and which, if adversely determined, is reasonably likelyto have a Material Adverse Effect.

## **27.16****                 Change ofOwnership**

### **(a)****                                 **Afterconsummation of the Merger and implementation of each of Steps 1 and 2 setout in the page headed “*Combination of NTLand Telewest*” of the Steps Paper, the Parent, the Company, TCN orany of the Obligors are not direct or indirect wholly-owned Subsidiaries of theUltimate Parent.

### **(b)****                                 **Afterimplementation 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)****                                   **theParent is not a direct or indirect wholly owned subsidiary of the UltimateParent;

#### **(ii)****                               **theCompany ceases to be a direct wholly-owned Subsidiary of the Parent; or

#### **(iii)****                           **anyObligor (other than the Parent and the Company) ceases to be a direct orindirect wholly-owned Subsidiary of the Company.

## **27.17****                 Acceleration**

Subject toClauses 27.19 (*Vanilla Clean-up Period*)and 27.20 (*Baseball Clean-up Period*)below, upon the occurrence of an Event of Default and while the same iscontinuing at any time thereafter, the Facility Agent may (and, if soinstructed by an Instructing Group, shall) by written notice to the Company:

### **(a)****                                 **declareall or any part of the Outstandings to be immediately due and payable(whereupon the same shall become so payable together with accrued interestthereon and any other sums then owed by any Obligor under the FinanceDocuments) or declare all or any part of the Outstandings to be due and payableon demand of the Facility Agent; and/or

### **(b)****                                 **requirethe Borrowers to procure that the Outstanding L/C Amount under each DocumentaryCredit is and all Ancillary Facility Outstandings are promptly reduced to zeroand/or provide cash collateral therefor by deposit in such interest bearingaccount as the Facility Agent may specify for each Documentary Credit/AncillaryFacility in an amount specified by the Facility Agent and in the currency ofsuch Documentary Credit/Ancillary Facility (whereupon the Borrower shall do so)but no greater than the amount outstanding under such DocumentaryCredit/Ancillary Facility; and/or

### **(c)****                                 **declarethat any unutilised portion of the Facilities shall be cancelled, whereupon thesame shall be cancelled and the corresponding Commitments of each Lender shallbe reduced to zero; and/or

### **(d)****                                 **exerciseor direct the Security Trustee to exercise any rights and remedies (includingany right to demand cash collateral by deposit in such interest-bearing accountas the Facility Agent may specify) to which the Facility Agent, the SecurityTrustee or the Lenders may be entitled;

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**provided** that,notwithstanding anything to the contrary contained above in thisClause 27.18, upon the occurrence of any Event of Default listed inClauses 27.9 (*Similar Events*)or 27.21 (*US Obligors*) inrelation to any US Obligor, all or any part of the Outstandings shall beimmediately due and payable (whereupon the same shall become so payabletogether with accrued interest thereon and any other sums then owed by anyObligor under the Finance Documents), any unutilised portion of the Facilitiesshall be immediately cancelled and the corresponding Commitments of each Lendershall be reduced to zero and the Facility Agent may exercise or direct theSecurity Trustee to exercise any rights and remedies (including any right todemand cash collateral by deposit in such interest-bearing account as theFacility Agent may specify) to which the Facility Agent, the Security Trusteeor the Lenders may be entitled.

## **27.18****                 Repayment onDemand**

If, pursuant toparagraph (a) of Clause 27.17 (*Acceleration*),the Facility Agent declares all or any part of the Outstandings to be due andpayable on demand of the Facility Agent, then, and at any time thereafter, theFacility Agent may (and, if so instructed by an Instructing Group, shall) bywritten notice to the Company:

### **(a)****                                 **requirerepayment of all or the relevant part of the Outstandings on such date as itmay specify in such notice (whereupon the same shall become due and payable onsuch date together with accrued interest thereon and any other sums then owedby the Parent or any Obligor under the Finance Documents) or withdraw itsdeclaration with effect from such date as it may specify in such notice; and/or

### **(b)****                                 **selectas the duration of any Interest Period or Term which begins whilst suchdeclaration remains in effect a period of 6 months or less.

## **27.19****                 Vanilla Clean-UpPeriod**

If, during the VanillaClean-up Period, any matter or circumstance exists in respect of any member ofthe Telewest Group which would, but for the provisions of thisClause 27.19, constitute a breach of any representation underClause 21 (*Representations andWarranties*), 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 (*Transactionswith Affiliates*) and 25.12 (*Limitationson Hedging*) or an Event of Default by reason of Clause 27.5 (*Cross Default*), then suchmisrepresentation, breach of covenant or Event of Default shall not give riseto a Default or Event of Default unless:

### **(a)****                                 **NTLor any of its Subsidiaries (excluding for these purposes any member of theTelewest Group) has procured or specifically approved a breach of suchrepresentations or covenants by a member of the Telewest Group; or

### **(b)****                                 **thematter or circumstance constitutes a Material Adverse Effect; or

### **(c)****                                 **suchmatter or circumstance continues to exist after the expiry of the VanillaClean-up Period; or

### **(d)****                                 **thebreach is capable of remedy and NTL or the relevant member of the TelewestGroup is aware of the relevant circumstances at the time but fails to takeappropriate steps to remedy the same,

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provided that any mattercontained in this Clause 27.19 shall be without prejudice to the rights ofthe Lender in respect of any breach of representation, covenant or defaultwhich continues to exist or arises after the expiry of the Vanilla Clean-UpPeriod.

## **27.20****                 Baseball Clean-UpPeriod**

If, during the BaseballClean-up Period, any matter or circumstance exists in respect of any member ofthe Baseball Group which would, butfor the provisions of this Clause 27.20, constitute a breach of anyrepresentation under Clause 21 (*Representationsand Warranties*), the breach of any covenant specified inClauses 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 (*Transactionswith Affiliates*) and 25.12 (*Limitationson Hedging*) or an Event of Default by reason of Clause 27.5 (*Cross Default*), then suchmisrepresentation, breach of covenant or Event of Default shall not give riseto a Default or Event of Default unless:

### **(a)****                                 **theUltimate Parent or any of its Subsidiaries (excluding for these purposes anymember of the Baseball Group) hasprocured or specifically approved a breach of such representations or covenantsby a member of the Baseball Group;or

### **(b)****                                 **thematter or circumstance constitutes a Material Adverse Effect; or

### **(c)****                                 **suchmatter or circumstance continues to exist after the expiry of the BaseballClean-up Period; or

### **(d)****                                 **thebreach is capable of remedy and the Baseball Bidcos are aware of the relevantcircumstances at the time but fail to take appropriate steps to remedy thesame,

provided that any mattercontained in this Clause 27.20 shall be without prejudice to the rights ofthe Lender in respect of any breach of representation, covenant or defaultwhich continues to exist or arises after the expiry of the Baseball Clean-UpPeriod.

## **27.21****                 US Obligors**

NotwithstandingClause 27.17 (*Acceleration*),if any US Obligor shall commence a voluntary case concerning itself under theUS Bankruptcy Code, or an involuntary case is commenced against any US Obligorand the petition is not controverted within 10 days, or is not dismissed within60 days, after commencement of the case, or a custodian (as defined in the USBankruptcy Code) is appointed for, or takes charge of, all or substantially allof the property of any US Obligor, or any order of relief or other orderapproving any such case or proceeding is entered, the Facilities shall cease tobe available to such US Obligor, all Advances outstanding to such US Obligorshall become immediately due and payable and such US Obligor shall be requiredto provide cash cover in respect of all Documentary Credits issued for itsaccount in each case automatically and without any further action by any partyhereto.

# **28.****                               DEFAULTINTEREST**

## **28.1****                        Consequencesof Non-Payment**

If any sum due and payableby the Parent or any Obligor under this Agreement is not paid on the due datetherefor in accordance with the provisions of Clause 33 (*Payments*) or if any sum due and payable byan Obligor pursuant to a judgment of any court in connection with thisAgreement is not paid on the date of such judgment, the period beginning onsuch due date or, as the case may be, the date of such judgment and ending onthe Business Day on which the 

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obligation of such Obligorto 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 thepreceding such period (which shall be a Business Day) and the duration of eachof which shall (except as otherwise provided in this Clause 28) beselected by the Facility Agent.

## **28.2****                        DefaultRate**

During each such periodrelating thereto as is mentioned in Clause 28.1 (*Consequences of Non-Payment*) an Unpaid Sumshall bear interest at the rate per annum which is the sum from time to time of1%, the Applicable Margin (provided that if any Unpaid Sum is not directlyreferable to a particular Facility the Applicable Margin shall be the RevolvingFacility 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 bedetermined, the rate of interest applicable to each Lender’s portion of suchUnpaid Sum shall be the rate per annum which is the sum of 1%, the ApplicableMargin, (as aforesaid), and the Associated Costs Rate at such time and the rateper annum that shall be notified to the Facility Agent by such Lender as soonas practicable after the beginning of such period as being that which expressesas a percentage rate per annum the cost to such Lender of funding from whateversources it may reasonably select its portion of such Unpaid Sum during suchperiod; and

### **(b)****                                 **ifsuch Unpaid Sum is all or part of an Advance which became due and payable on aday other than the last day of an Interest Period or Term relating thereto, thefirst Interest Period applicable to it shall be of a duration equal to theunexpired portion of that Interest Period or Term and the rate of interestapplicable thereto from time to time during such Interest Period shall be thatwhich exceeds by 1% the rate which would have been applicable to it had it notso fallen due.

## **28.3****                        Maturityof Default Interest**

Any interest which shallhave accrued under Clause 28.2 (*DefaultRate*) in respect of an Unpaid Sum shall be due and payable and shallbe paid by the Obligor owing such sum at the end of the period by reference towhich it is calculated or on such other dates as the Facility Agent may specifyby written notice to such Obligor.

## **28.4****                        Constructionof Unpaid Sum**

Any Unpaid Sum shall (forthe purposes of this Clause 28 (*DefaultInterest*), Clause 18 (*IncreasedCosts*), Clause 31 (*Borrowers’Indemnities*) and Schedule 6 (*AssociatedCosts Rate*)) be treated as an advance and accordingly in thoseprovisions the term “Advance” includes any Unpaid Sum and the term “InterestPeriod” and “Term”, in relation to an Unpaid Sum, includes each such periodrelating thereto as is mentioned in Clause 28.1 (*Consequences of Non-Payment*).

# **29.****                               GUARANTEEAND INDEMNITY**

## **29.1****                        Guarantee**

With effect from the MergerClosing Date or if later, the date on which it accedes to this Agreement insuch capacity, subject to Clause 29.9 (*Limitationof Telewest Group Guarantees*) and Clause 29.12 (*Limitation of Baseball Group Guarantees*):

### **(a)****                                 **eachGuarantor irrevocably and unconditionally guarantees, jointly and severally, to

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### each of theFinance Parties the due and punctual payment by each of the Borrowers of allsums payable by it under each of the Finance Documents (other than the CFacility Liabilities) and agrees that promptly on demand it will pay to theFacility Agent each and every sum of money (other than the C FacilityLiabilities) which any of the Borrowers is at any time liable to pay to anyFinance Party under or pursuant to any Finance Document and which has becomedue and payable but has not been paid at the time such demand is made andprovided that before any such demand is made on a Restricted Guarantor, demandfor payment of the relevant sum shall first have been made on the relevantBorrower; and

### **(b)****                                 **theParent irrevocably and unconditionally guarantees to each of the C FacilityLenders the due and punctual payment by the Company of all sums payable by itunder or in connection with the C Facility Liabilities and agrees that promptlyon demand it will pay to the Facility Agent each and every sum of money dueunder or in connection with the C Facility Liabilities which the Company is atany time liable to pay to the C Facility Lenders under or pursuant to thisAgreement and which has become due and payable but has not been paid at thetime such demand is made.

## **29.2****                        Indemnity**

### With effect from the Merger Closing Date, orif later, the date upon which it accedes to this Agreement in such capacity, subjectto Clause 29.9 (*Limitation of TelewestGroup Guarantees*) and Clause 29.12 (*Limitationof Baseball Group Guarantees*):

### **(a)****                                 **eachGuarantor (other than a Restricted Guarantor) irrevocably and unconditionallyagrees, jointly and severally, as primary obligor and not only as surety, toindemnify and hold harmless each Finance Party on demand by the Facility Agentfrom and against any loss incurred by such Finance Party as a result of any ofthe 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 reasonwhatsoever (whether or not known to that Finance Party or any other person) theamount of such loss being the amount which the Finance Party suffering it wouldotherwise have been entitled to recover from such Borrower; and

### **(b)****                                 **theParent irrevocably and unconditionally agrees as primary obligor and not onlyas surety, to indemnify and hold harmless the C Facility Lenders on demand bythe Facility Agent from and against any loss incurred by such C Facility Lenderas a result of any of the obligations of the Company under or in connectionwith the C Facility Liabilities being or becoming void, voidable, unenforceableor ineffective as against the Company for any reason whatsoever (whether or notknown to that C Facility Lender or any other person) the amount of such lossbeing the amount which the C Facility Lender suffering it would otherwise havebeen entitled to recover from the Company.

## **29.3****                        Continuingand Independent Obligations**

The obligations of eachGuarantor under this Agreement shall constitute and be continuing obligationswhich shall not be released or discharged by any intermediate payment orsettlement of all or any of the obligations of each of the Borrowers under theFinance Documents, shall continue in full force and effect until theunconditional and irrevocable payment and discharge in full of all amountsowing by each of the Borrowers under each of the Finance Documents and are inaddition to and independent of, and shall not prejudice or merge with, anyother security (or right of set-off) which any Finance Party may at anytime hold in respect of such obligations or any of them.

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## **29.4****                        Avoidanceof Payments**

Where any release, dischargeor other arrangement in respect of any obligation of any Borrower, or anySecurity held by any Finance Party therefor, is given or made in reliance onany payment or other disposition which is avoided or must be repaid (whether inwhole or in part) in an insolvency, liquidation or otherwise and whether or notany Finance Party has conceded or compromised any claim that any such paymentor 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.

## **29.5****                        ImmediateRecourse**

None of the Finance Partiesshall be obliged, before exercising or enforcing any of the rights conferredupon them in respect of the Guarantors by this Agreement or by Law, to seek torecover amounts due from any Borrower or to exercise or enforce any otherrights or Security any of them may have or hold in respect of any of theobligations of any Borrower under any of the Finance Documents save that nodemand for any payment may be made on any Restricted Guarantor unless suchdemand has first been made on the relevant Borrower.

## **29.6****                        Waiver ofDefences**

Neither the obligations ofthe Guarantors contained in this Agreement nor the rights, powers and remediesconferred on the Finance Parties in respect of the Guarantors by this Agreementor by Law shall be discharged, impaired or otherwise affected by:

### **(a)****                                 **thewinding-up, dissolution, administration or reorganisation of any Borrower orany other person or any change in the status, function, control or ownership ofany Borrower or any such person;

### **(b)****                                 **anyof the obligations of any Borrower or any other person under any FinanceDocument or any Security held by any Finance Party therefor being or becomingillegal, invalid, unenforceable or ineffective in any respect;

### **(c)****                                 **anytime or other indulgence being granted to or agreed (i) to or with any Borroweror any other person in respect of its obligations or (ii) in respect of anysecurity granted under any Finance Documents;

### **(d)****                                 **unlessotherwise agreed, any amendment to, or any variation, waiver or release of, anyobligation of, or any Security granted by, any Borrower or any other personunder any Finance Document;

### **(e)****                                 **anytotal or partial failure to take, or perfect, any Security proposed to be takenin respect of the obligations of any Borrower or any other person under theFinance Documents;

### **(f)****                                   **anytotal or partial failure to realise the value of, or any release, discharge,exchange or substitution of, any security held by any Finance Party in respectof any Borrower’s obligations under any Finance Document; or

### **(g)****                                **anyother act, event or omission which might operate to discharge, impair orotherwise affect any of the obligations of any of the Guarantors under thisAgreement or any of the rights, powers or remedies conferred upon the FinanceParties or any of them by this Agreement or by Law.

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## **29.7****                        NoCompetition**

Until all amounts which maybecome payable by the Borrowers under or in connection with the FinanceDocuments have been paid in full, any rights which any Guarantor may at anytime have by way of contribution or indemnity in relation to any of theobligations of the Borrowers under any of the Finance Documents or to claim orprove as a creditor of any Borrower or any other person or its estate incompetition with the Finance Parties or any of them, shall be exercised by suchGuarantor only if and to the extent that the Facility Agent so requires and insuch manner and upon such terms as the Facility Agent may specify and eachGuarantor shall hold any moneys, rights or security held or received by it as aresult of the exercise of any such rights on trust for the Facility Agent forapplication in or towards payment of any sums at any time owed by the Borrowersunder any of the Finance Documents as if such moneys, rights or security wereheld or received by the Facility Agent under this Agreement.

## **29.8****                        Appropriation**

To the extent any FinanceParty receives any sum from any Guarantor in respect of the obligations of anyof the other Obligors under any of the Finance Documents which is insufficientto discharge all sums which are then due and payable in respect of suchobligations of such other Obligors, such Finance Party shall not be obliged toapply any such sum in or towards payment of amounts owing by such other Obligorunder any of the Finance Documents, and any such sum may, in the relevantFinance Party’s discretion, be credited to a suspense or impersonal account andheld in such account pending the application from time to time (as the relevantFinance Party may think fit) of such sums in or towards the discharge of suchliabilities owed to it by such other Obligor under the Finance Documents as suchFinance Party may select provided that such Finance Party shall promptly makesuch application upon receiving sums sufficient to discharge all sums then dueand payable to it by such other Obligor under the Finance Documents.

## **29.9****                        Limitationof Telewest Group Guarantees**

The guarantees andindemnities provided by any member of the Telewest Group hereunder shall notextend to any sums payable under any of the Finance Documents relating to theB2 Facility, B3 Facility and B4 Facility or any sums emanating therefrom, untilthe relevant member(s) of the Telewest Group have complied with the provisionsof Sections 151 to 158 of the Act with respect to such B2 Facility, B3 Facilityand B4 Facility.

## **29.10****                 Limitation ofLiabilities of United States Guarantors**

Each Restricted Guarantorand each of the Finance Parties (by its acceptance of the benefits of theguarantee under this Clause 29) hereby confirms its intention that thisguarantee should not constitute a fraudulent transfer or conveyance for thepurposes of any bankruptcy, insolvency or similar law, the United StatesUniform Fraudulent Conveyance Act or any similar Federal, state or foreignlaw.  To effectuate the foregoingintention, each Restricted Guarantor and each of the Finance Parties (by itsacceptance of the benefits of the guarantee under this Clause 29) herebyirrevocably agrees that its obligations under this Clause 29 shall belimited to the maximum amount as will, after giving effect to such maximumamount and all other (contingent or otherwise) liabilities of such RestrictedGuarantor that are relevant under such laws, and after giving effect to anyrights to contribution pursuant to any agreement providing for an equitablecontribution among such Restricted Guarantor and the other Guarantors, resultin the obligations of such Restricted Guarantor in respect of such maximumamount not constituting a fraudulent transfer or conveyance.

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## **29.11****                 Droit de Discussion and Droit de Division**

### **(a)****                                 **Any right which at any time any Guarantor mayhave under the existing or future laws of Jersey whether by virtue of the droitde discussion or otherwise to require that recourse be had to the assets of anyother person before any claim is enforced against such Guarantor in respect ofthe obligations assumed by such Guarantor under or in connection with anyFinance Document is hereby waived.

### **(b)****                                 **Any right which at any time any Guarantor mayhave under the existing or future laws of Jersey whether by virtue of the droitde division or otherwise to require that any liability under any guarantee orindemnity given in or in connection with any Finance Document be divided orapportioned with any other person or reduced in any manner whatsoever is herebywaived.

## **29.12****                 Limitation ofBaseball Group Guarantees**

### **(a)****                                 **Theguarantees and indemnities provided by any member of the Baseball Grouphereunder shall not extend to any sums payable under any of the FinanceDocuments relating to the B5 Facility or B6 Facility or any sums emanatingtherefrom to the extent that to do so would require the relevant member(s) ofthe Baseball Group to comply with the provisions of Sections 151 to 158 of theAct with respect to such B5 Facility and B6 Facility.

### **(b)****                                 **Eachof the Finance Parties and the Obligors agree that for the purposes of each ofthe Security Documents to which any member of the Baseball Group is a party andin relation to any security granted by any member of the Baseball Groupthereunder, the definition of “Secured Obligations” (which, in turn, refers tothe definitions of “Security Trustee Liabilities”, “Senior Liabilities” and “HedgingLiabilities”) shall, in each case, not extend to any sum due and payable underany of the Finance Documents to the extent that, if it were so extended, theSecurity (or any part thereof) created by any provision of the SecurityDocuments would be unlawful or prohibited by any applicable law.

# **30.****                               AGENTS**

## **30.1****                        Appointmentof the Agents**

### **(a)****                                 **Eachof the other Finance Parties appoints the Facility Agent to act as its agentunder and in connection with the Finance Documents and authorises the FacilityAgent to exercise the rights, powers, authorities and discretions specificallydelegated to it under or in connection with the Finance Documents together withany other incidental rights, powers, authorities and discretions.

### **(b)****                                 **Eachof the other Finance Parties appoints the US Paying Agent to act as its agentunder and in connection with the Finance Documents.

## **30.2****                        Appointmentof the Administrative Agent**

Each of the other FinanceParties appoints the Administrative Agent to act as its agent under and inconnection with the Finance Documents.

## **30.3****                        Duties ofthe Facility Agent/US Paying Agent**

### **(a)****                                 **TheFacility Agent and/or the US Paying Agent, as applicable, shall promptly informeach Lender of the contents of any notice or document received by it in itscapacity as

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###                                                 FacilityAgent from the Parent or any of the Obligors under the Finance Documents.

### **(b)****                                 **TheFacility Agent shall promptly notify the Lenders of the occurrence of any Eventof Default or any default by an Obligor in the due performance of or compliancewith its obligations under any Finance Document upon becoming aware of thesame.

### **(c)****                                 **Ifso instructed by an Instructing Group, the Facility Agent shall refrain fromexercising any power or discretion vested in it as agent under any FinanceDocument.

### **(d)****                                 **Theduties of the Facility Agent and the US Paying Agent, as the case may be, underthe Finance Documents are, save to the extent otherwise expressly provided,solely mechanical and administrative in nature.

## **30.4****                        Role ofthe Bookrunners, the Arrangers and the Administrative Agent**

Except as specificallyprovided in the Finance Documents, none of the Bookrunners, the Arrangers, orthe Administrative Agent shall have any obligations of any kind to any otherparty under or in connection with any Finance Document.

## **30.5****                        NoFiduciary Duties**

### **(a)****                                 **Nothingin the Finance Documents constitutes the Agents or any of the Arrangers as atrustee or fiduciary of any other person.

### **(b)****                                 **Neitherthe Agents nor any of the Arrangers shall be bound to account to any Lender forany sum or the profit element of any sum received by it for its own account.

## **30.6****                        Businesswith the Group**

Any of the Agents and theArrangers may accept deposits from, lend money to and generally engage in anykind of banking or other business with any member of the Group.

## **30.7****                        Discretionof the Agents**

### **(a)****                                 **TheAgents may rely on:

#### **(i)****                                   **anyrepresentation, notice or document believed by it to be genuine, correct andappropriately authorised; and

#### **(ii)****                               **anystatement made by a director, authorised signatory or employee of any personregarding any matters which may reasonably be assumed to be within hisknowledge or within his power to verify.

### **(b)****                                 **TheAgents may assume, unless it has received notice to the contrary in its capacityas agent for the Lenders, that:

#### **(i)****                                   **noDefault has occurred;

#### **(ii)****                               **anyright, power, authority or discretion vested in this Agreement upon any party,the Lenders or an Instructing Group has not been exercised; and

#### **(iii)****                           **anynotice or request made by the Obligors’ Agent is made on behalf of and with theconsent and knowledge of the Parent and all the Obligors.

### **(c)****                                 **TheAgents may engage, pay for and rely on the advice or services of any lawyers,accountants, surveyors or other experts.

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### **(d)****                                 **TheAgents may act in relation to the Finance Documents through its personnel andagents.

### **(e)****                                 **TheFacility Agent may execute on behalf of any L/C Bank any Documentary Creditissued under this Agreement.

## **30.8****                        InstructingGroup’s Instructions**

### **(a)****                                 **Unlessa contrary indication appears in a Finance Document, the Facility Agent (or theUS Paying Agent, as applicable) shall (i) act in accordance with anyinstructions given to it by an Instructing Group or Revolving FacilityInstructing Group, as applicable (or, if so instructed by an Instructing Groupor Revolving Facility Instructing Group, as applicable, refrain from acting orexercising any right, power, authority or discretion vested in it as FacilityAgent) and (ii) shall not be liable to any Finance Party for any act (oromission) if it acts (or refrains from taking any action) in accordance withsuch an instruction of an Instructing Group.

### **(b)****                                 **Unlessa 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) aRevolving Facility Instructing Group will be binding on all the Lenders underthe Revolving Facility.

### **(c)****                                 **TheFacility Agent (or the US Paying Agent, as applicable) may refrain from actingin accordance with the instructions of an Instructing Group, a RevolvingFacility Instructing Group, or, if appropriate, the Lenders until it hasreceived such security or collateral as it may require for any cost, loss orliability which it may incur in complying with such instructions.

### **(d)****                                 **Inthe absence of instructions from an Instructing Group, a Revolving FacilityInstructing Group, or, if appropriate, the Lenders, the Facility Agent (or theUS Paying Agent, as applicable) may act (or refrain from taking action) as itconsiders to be in the best interests of the Lenders.

### **(e)****                                 **Noneof the Agents shall be authorised to act on behalf of a Lender in any legal orarbitration proceedings relating to any Finance Document without firstobtaining the Lender’s consent to do so.

## **30.9****                        No Responsibility**

None of the Agents or theArrangers shall be:

### **(a)****                                 **responsiblefor the adequacy, accuracy and/or completeness of any information (whether oralor written) supplied by any Finance Party or an Obligor or any other person inor in connection with any Finance Document, including the InformationMemoranda, the Agreed Business Plan and any Budget; or

### **(b)****                                 **responsiblefor the legality, validity, effectiveness, adequacy or enforceability of anyFinance Document or any other agreement, arrangement or document entered into,made or executed in anticipation of or in connection with any Finance Document.

## **30.10****                 Exclusion ofLiability**

### **(a)****                                 **Withoutlimiting paragraph (b) of this Clause, the Agents will not be liable toany Finance Party for any action taken by it under or in connection with anyFinance Document, unless directly caused by its negligence or wilfulmisconduct.

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### **(b)****                                 **Eachof the Lenders agrees that it will not take any proceedings, or assert or seekto assert any claim, against any officer, employee or agent of either of theAgents in respect of any claim it might have against the Facility Agent or inrespect of any act or omission of any kind by that officer, employee or agentin relation to any Finance Document and agrees that any officer, employee or agentof the Facility Agent may enforce this provision.

### **(c)****                                 **TheFacility Agent will not be liable for any failure to notify any person of anymatter referred to in Clause 14.8 (*Notification*)or any delay (or any related consequences) in crediting an account with anamount required under the Finance Documents to be paid by it if it has takenall reasonable steps to comply with Clause 14.8 (*Notification*) and taken all necessarysteps as soon as reasonably practicable to comply with the regulations oroperating procedures of any recognised clearing or settlement system used by itfor that purpose.

## **30.11****                 Lender’sIndemnity**

Each Lender shall (in itsrelevant Proportion (as determined at all times for these purposes inaccordance with paragraph (c) of the definition of “Proportion”) indemnifythe Agents from time to time on demand by the Agents against any cost, loss orliability incurred by such Agent (otherwise than by reason of its negligence orwilful misconduct) in acting as an Agent under the Finance Documents (unless ithas been reimbursed therefor by an Obligor pursuant to the terms of the FinanceDocuments).

## **30.12****                 Resignation**

### **(a)****                                 **TheFacility Agent or the US Paying Agent may resign and appoint one of itsAffiliates acting through an office in the United Kingdom (or, in the case ofthe US Paying Agent, acting through an office in the State of New York) assuccessor Agent by giving notice to the Lenders and the Company.

### **(b)****                                 **TheFacility Agent or the US Paying Agent may resign without having designated asuccessor as agent under paragraph (a) above (and shall do so if sorequired by an Instructing Group) by giving notice to the Lenders and theCompany, in which case an Instructing Group may appoint a successor FacilityAgent (acting through an office in the United Kingdom), or a successor USPaying Agent (acting through an office in the State of New York), approved bythe Company or the US Borrower, acting reasonably.  If an Instructing Group has not appointed asuccessor Facility Agent or successor US Paying Agent in accordance with thisparagraph (b) within 30 days after notice of resignation was given, theFacility Agent may appoint a successor Facility Agent (acting through an officein the United Kingdom) and/or the US Paying Agent may appoint a successor US PayingAgent (acting through an office in the State of New York), approved by theCompany, acting reasonably.

### **(c)****                                 **Theretiring Facility Agent or US Paying Agent, as applicable shall, at theBorrowers’ cost, make available to its successor such documents and records andprovide such assistance as its successor may reasonably request for thepurposes of performing its functions as Facility Agent or US Paying Agent, asapplicable under the Finance Documents.

### **(d)****                                 **Theresignation notice of the Facility Agent or the US Paying Agent shall only takeeffect upon the appointment of a successor Facility Agent or US Paying Agent,as applicable .

### **(e)****                                 **Uponthe appointment of a successor, the retiring Facility Agent or US Paying Agent,

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###                                                 asapplicable shall be discharged from any further obligation in respect of theFinance Documents but shall remain entitled to the benefit of thisClause 30.  The Facility Agent’ssuccessor or US Paying Agent’s successor, as applicable, and each of the otherparties to this Agreement shall have the same rights and obligations amongstthemselves as they would have had if such successor Facility Agent or successorUS Paying Agent, as applicable had been an original party as Facility Agent oras US Paying Agent, as the case may be.

### **(f)****                                   **Unlessotherwise agreed between the Administrative Agent and the Borrower, theAdministrative Agent shall automatically resign (and no successor shall need tobe appointed) on the day upon which it ceases to be a party to this Agreementin the capacity as a Lender.

## **30.13****                 Confidentiality**

### **(a)****                                 **TheFacility Agent (in acting as agent for the Finance Parties), the US PayingAgent (in acting as US paying agent for the Lenders to the US Borrower) and theAdministrative Agent (in acting as agent for the Lenders) shall be regarded asacting through its agency division which shall be treated as a separate entityfrom any other of its divisions or departments.

### **(b)****                                 **Ifinformation is received by another division or department of the FacilityAgent, US Paying Agent or the Administrative Agent it may be treated asconfidential to that division or department and the Facility Agent, US PayingAgent or the Administrative Agent, as the case may be, shall not be deemed tohave notice of it.

### **(c)****                                 **Notwithstandingany other provision of any Finance Document to the contrary, the FinanceParties are not obliged to disclose to any other person (i) any confidentialinformation or (ii) any other information if the disclosure would, or might inits reasonable opinion, constitute a breach of any Law.

### **(d)****                                 **Notwithstandingany other provision of any Finance Document, the parties (and each employee,representative or other agent of the parties) may disclose to any and allpersons, without limitation of any kind, the tax treatment and any facts thatmay be relevant to the tax structure of the transaction, provided, however,that no party (and no employee, representative, or other agent thereof) shalldisclose any other information that is not relevant to understanding the taxtreatment and tax structure of the transaction (including the identity of anyparty and any information that could lead another to determine the identity ofany party), or any other information to the extent that such disclosure couldreasonably result in a violation of any applicable securities law.

## **30.14****                 Facility Office**

Each of the Agents may treateach Lender as a Lender, entitled to payments under this Agreement and actingthrough its Facility Office unless it has received not less than 5 BusinessDays’ prior notice from that Lender to the contrary in accordance with theterms of this Agreement.

## **30.15****                 Lenders’Associated Costs Details**

To the extent applicable,each Lender shall supply the Facility Agent and/or the US Paying Agent, asapplicable, with any information required by the Facility Agent in order tocalculate the Associated Costs Rate in accordance with Schedule 6 (*Associated Costs Rate*).

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## **30.16****                 Credit Appraisalby the Lenders**

Without affecting theresponsibility of the Parent or any Obligor for information supplied by it or onits behalf in connection with any Finance Document, each Lender confirms toeach of the Agents, the Bookrunners and the Arrangers that it has been, andwill continue to be, solely responsible for making its own independentappraisal and investigation of all risks arising under or in connection withany Finance Document including but not limited to:

### **(a)****                                 **thefinancial condition, status and nature of each member of the Group;

### **(b)****                                 **thelegality, validity, effectiveness, adequacy or enforceability of any FinanceDocument and any other agreement, arrangement or document entered into, made orexecuted in anticipation of, under or in connection with any Finance Document;

### **(c)****                                 **whetherthat Lender has recourse, and the nature and extent of that recourse, againstany party or any of its respective assets under or in connection with anyFinance Document, the transactions contemplated by the Finance Documents or anyother agreement, arrangement or document entered into, made or executed inanticipation of, under or in connection with any Finance Document; and

### **(d)****                                 **theadequacy, accuracy and/or completeness of the Information Memoranda, the AgreedBusiness Plan and each Budget and any other information provided by the Agents,the Bookrunners, the Arrangers or by any other person under or in connectionwith any Finance Document, the transactions contemplated by the FinanceDocuments or any other agreement, arrangement or document entered into, made orexecuted in anticipation of, under or in connection with any Finance Document.

## **30.17****                 Deduction fromAmounts Payable by the Agents**

If any amount is due andpayable by any party to the Facility Agent, the US Paying Agent or theAdministrative Agent under any Finance Document the Facility Agent, the USPaying Agent or the Administrative Agent, as the case may be, may, after givingnotice to that party, deduct an amount not exceeding that amount from anypayment to that party which the Facility Agent, the US Paying Agent or theAdministrative Agent would otherwise be obliged to make under the FinanceDocuments and apply the amount deducted in or towards satisfaction of theamount owed.  For the purposes of theFinance Documents that party shall be regarded as having received such paymentwithout any such deduction.

## **30.18****                 Obligors’ Agent**

### **(a)****                                 **TheParent and each Obligor (other than the Company and the US Borrower)irrevocably authorises the Company to act on its behalf as its agent inrelation to the Finance Documents and irrevocably authorises:

#### **(i)****                                   **theCompany on its behalf to supply all information concerning itself, itsfinancial condition and otherwise to the relevant persons contemplated underthis Agreement and to give all notices and instructions to execute on itsbehalf any Finance Document and to enter into any agreement in connection withthe Finance Documents notwithstanding that the same may affect the Parent orsuch Obligor, without further reference to or the consent of the Parent or suchObligor; and

#### **(ii)****                               **eachFinance Party to give any notice, demand or other communication to be given toor served on the Parent or such Obligor pursuant to the Finance Documents tothe Company on its behalf,

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and in each such case theParent or such Obligor will be bound thereby as though the Parent or suchObligor itself had supplied such information, given such notice andinstructions, executed such Finance Document and agreement or received any suchnotice, demand or other communication.

### **(b)****                                 **Everyact, omission, agreement, undertaking, settlement, waiver, notice or othercommunication 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 anyother Obligor, as the case may be, and whether occurring before or after suchperson became party to this Agreement), shall be binding for all purposes onthe Parent and all other Obligors (other than the US Borrower) as if the Parentor the other Obligors (other than the US Borrower) had expressly made, given orconcurred with the same.  In the event ofany conflict between any notices or other communications of the Obligors’ Agentand the Parent or any other Obligor (other than the US Borrower), those of theObligors’ Agent shall prevail.

## **30.19****                 Co-operation withthe Agents**

Each Lender and each Obligorwill co-operate with each of the Agents to complete any legal requirementsimposed on the Agents in connection with the performance of its duties underthis Agreement and shall supply any information requested by the Agents inconnection with the proper performance of those duties provided that neitherthe Parent nor any Obligor shall be under any obligation to provide anyinformation the supply of which would be contrary to any confidentialityobligation binding on any member of the Group or prejudice the retention oflegal privilege in such information and provided further that neither theParent nor any Obligor shall (and the Company shall procure that no member ofthe Bank Group shall) be able to deny the Agents any such information by reasonof it having entered into a  confidentialityundertaking which would prevent it from disclosing, or be able to claim anylegal privilege in respect of, any financial information relating to itself orthe Group.

## **30.20****                 “Know your client”checks**

Nothing in this Agreementshall oblige the either of the Agents or the Arrangers to carry out any “knowyour client” or other applicable anti-money laundering checks in relation tothe identity of any person on behalf of any Lender and each Lender confirms tothe each of the Agents, the Bookrunners and the Arrangers that it is solelyresponsible for any such checks it is required to carry out and that it may notrely on any statement in relation to such checks made by any other person.

## **30.21****                 US Paying Agent**

The Facility Agent shalldelegate to any of its affiliates or appoint one or more agents in the US forthe purposes of facilitating any payments required to be made to the USBorrower under this Agreement (and the US Borrower has the right to consent tosuch delegation). Any such delegation or appointment may be made upon suchterms and conditions (including the power to sub-delegate or appoint anysub-agents) and subject to such restrictions as the Facility Agent and the USBorrower****may think fit in theinterests of the Finance Parties and the Facility Agent shall not be bound tosupervise, or be in any way responsible for any loss incurred by reason of anymisconduct or default on the part of any such delegate, sub-delegate, agent orsub-agent.  The Facility Agent and the USBorrower may agree, without the prior consent of any other person, suchamendments which are of an administrative or technical nature, as may benecessary for the purposes of giving effect to any such delegation orappointment and such amendments, once made, shall be binding on each of FinanceParties.

** **

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# **31.****                               BORROWERS’INDEMNITIES**

## **31.1****                        GeneralIndemnities**

Witheffect from the Merger Closing Date, each of the Borrowers undertake, on ajoint and several basis, to indemnify:

### **(a)****                                 **eachof the Finance Parties against any out-of-pocket cost, claim, loss, expense (includinglegal fees) or liability, which any of them may sustain or incur as aconsequence of the occurrence of any Default; and

### **(b)****                                 **eachLender 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) itsfunding or making arrangements to fund any Ancillary Facility made available byit, in each case requested by any Borrower under this Agreement but not made byreason 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).

## **31.2****                        BreakCosts**

### **(a)****                                 **EachBorrower shall, within 3 Business Days of demand by a Finance Party, pay tothat Finance Party its Break Costs attributable to all or any part of anyAdvance or Unpaid Sum being paid by that Borrower on a day other than the lastday of an Interest Period or Term for that Advance or Unpaid Sum.

### **(b)****                                 **EachLender shall, as soon as reasonably practicable after a demand by the FacilityAgent, provide a certificate confirming the amount of its Break Costs for anyInterest Period or Term in which they accrue.

# **32.****                               CURRENCYOF ACCOUNT**

## **32.1****                        Currency**

Sterlingis the currency of account and payment for each and every sum at any time duefrom any Obligor under this Agreement provided that:

### **(a)****                                 **eachrepayment of any Outstandings or Unpaid Sum (or part of it) shall be made inthe currency in which those Outstandings or Unpaid Sum are denominated on theirdue date;

### **(b)****                                 **interestshall be payable in the currency in which the sum in respect of which suchinterest is payable was denominated when that interest accrued;

### **(c)****                                 **eachpayment in respect of costs and expenses shall be made in the currency in whichthe same were incurred; and

### **(d)****                                 **eachpayment pursuant to Clause 17.3 (*TaxIndemnity*) or Clause 18.1 (*IncreasedCosts*) shall be made in the currency specified by the Finance Partyclaiming under it, acting reasonably.

## **32.2****                        CurrencyIndemnity**

If any sum due from theParent or any Obligor under this Agreement or any order or judgment given ormade in relation to this Agreement has to be converted from the currency (the “**first**

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**currency**”) in which thesame is payable under this Agreement or under such order or judgment intoanother currency (the “**second currency**”)for the purpose of (a) making or filing a claim or proof against theParent or such Obligor, (b) obtaining an order or judgment in any court orother tribunal or (c) enforcing any order or judgment given or made inrelation to this Agreement, each Borrower agrees, with effect from the MergerClosing Date, to indemnify and hold harmless each of the persons to whom suchsum is due from and against any loss suffered or incurred as a result of anydiscrepancy between (x) the rate of exchange used for such purpose toconvert the sum in question from the first currency into the second currencyand (y) the rate or rates of exchange at which such person may in theordinary course of business purchase the first currency with the secondcurrency at the time of receipt of the sum paid to it in satisfaction, in wholeor in part, of any such order, judgment, claim or proof.

# **33.****                               PAYMENTS**

## **33.1****                        Payment tothe Facility Agent and the US Paying Agent**

On each date on which thisAgreement requires an amount to be paid by the Parent or any Obligor or any ofthe Lenders under this Agreement, the Parent or such Obligor or, as the casemay be, such Lender shall make the same available to the Facility Agent or, inthe case of payments by the US Borrower, the US Paying Agent by payment in sameday funds (or such other funds as may for the time being be customary for thesettlement of transactions in the relevant currency) to such account or bank asthe Facility Agent or US Paying Agent, as applicable (acting reasonably) mayhave specified for this purpose and any such payment which is made for theaccount of another person shall be made in time to enable the Facility Agent orUS Paying Agent, as applicable to make available such person’s portion of it tosuch other person in accordance with Clause 33.2 (*Same Day Funds*).

## **33.2****                        Same DayFunds**

Save as otherwise providedin this Agreement, each payment received by the Facility Agent or US PayingAgent, as applicable for the account of another person shall be made availableby the Facility Agent to such other person (in the case of a Lender, for theaccount of its Facility Office) for value the same day by transfer to suchaccount of such person with such bank in a Participating Member State or London(or for payments in Dollars or any Optional Currency, in the applicablefinancial centre) as such person shall have previously notified to the FacilityAgent or US Paying Agent, as applicable, for this purpose.

## **33.3****                        ClearPayments**

Any payment required to bemade by the Parent or any Obligor under this Agreement shall be calculatedwithout reference to any set-off or counterclaim and shall be made free andclear of, and without any deduction for or on account of, any set-off orcounterclaim.

## **33.4****                        PartialPayments**

If the Facility Agent or USPaying Agent, as applicable, receives a payment that is insufficient todischarge all the amounts then due and payable by the Parent or any Obligorunder the Finance Documents, the Facility Agent or US Paying Agent, asapplicable, shall, unless otherwise instructed by an Instructing Group, applythat payment towards the obligations of that Obligor under the FinanceDocuments 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 USPaying Agent, as applicable, and the L/C Bank under the Finance Documents;

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### **(b)****                                 **secondly,in or towards payment *pro rata* ofany accrued interest or commission due but unpaid under any Finance Document;

### **(c)****                                 **thirdly,in or towards payment *pro rata*ofany principal due but unpaid under any Finance Document; and

### **(d)****                                 **fourthly,in or towards payment *pro rata* ofany other sum due but unpaid under the Finance Documents,

and such application shalloverride any appropriation made by an Obligor provided that each C FacilityLender agrees that to the extent that (i) the net proceeds of any enforcementof Security and (ii) any other recoveries and/or proceeds from any Obligor, includingwithout limitation, pursuant to a demand made under Clause 29 (*Guarantees and Indemnity*) (other than inthe case of sub-paragraph (ii), such other recoveries and/or proceeds fromthe 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 untilall amounts due under the Finance Documents (other than the C FacilityLiabilities) have been discharged in full.

## **33.5****                        Indemnity**

Where a sum is to be paidunder the Finance Documents to the Facility Agent or US Paying Agent, asapplicable, for the account of another person, the Facility Agent or US PayingAgent, as applicable, shall not be obliged to make the same available to thatother person (or to enter into or perform any exchange contract in connectiontherewith) until it has been able to establish to its satisfaction that it hasactually received such sum, but if it does so and it proves to be the case thatit had not actually received such sum, then the person to whom such sum (or theproceeds of such exchange contract) was (or were) so made available shall onrequest refund the same to the Facility Agent or the US Paying Agent, asapplicable, together with an amount sufficient to indemnify and hold harmlessthe Facility Agent or US Paying Agent, as applicable, from and against any costor loss it may have suffered or incurred by reason of its having paid out suchsum (or the proceeds of such exchange contract) prior to its having receivedsuch sum.  This indemnity shall onlyapply to the Obligors with effect from the Merger Closing Date.

## **33.6****                        Notificationof Payment**

Without prejudice to theliability of each party to this Agreement to pay each amount owing by it underthis Agreement on the due date therefor, whenever a payment is expected to bemade 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 suchpayment.

## **33.7****                        BusinessDays**

### **(a)****                                 **Anypayment which is due to be made on a day that is not a Business Day shall bemade on the immediately succeeding Business Day in the same calendar month (ifthere is one) or the immediately preceding Business Day (if there is not).

### **(b)****                                 **Duringany extension of the due date for payment of any principal or an Unpaid Sumunder this Agreement, interest is payable on such amount at the rate payable onthe original due date.

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# **34.****                               SET-OFF**

## **34.1****                        Right toSet-off**

With effect from the MergerClosing Date, the Parent and each of the Obligors authorises each Lender toapply any credit balance to which the Parent or such Obligor is entitled on anyaccount of the Parent or such Obligor with that Lender in satisfaction of anysum due and payable from the Parent or such Obligor to such Lender under thisAgreement but unpaid; for this purpose, each Lender is authorised to purchasewith the moneys standing to the credit of any such account such othercurrencies as may be necessary to effect such application.

## **34.2****                        NoObligation**

No Lender shall be obligedto exercise any right given to it by Clause 34.1 (*Right to Set-Off*).

# **35.****                               SHARINGAMONG THE FINANCE PARTIES**

## **35.1****                        Paymentsto Finance Parties**

If a Finance Party (a “**Recovering Finance Party**”) receives orrecovers any amount from the Parent or any Obligor other than in accordancewith Clause 33 (*Payments*)and applies that amount to a payment due under the Finance Documents then:

### **(a)****                                 **theRecovering Finance Party shall, within 3 Business Days, notify details of thereceipt or recovery to the Facility Agent;

### **(b)****                                 **theFacility Agent shall determine whether the receipt or recovery is in excess ofthe amount the Recovering Finance Party would have been paid had the receipt orrecovery been received or made by the Facility Agent and distributed inaccordance with Clause 33.4 (*PartialPayments*), without taking account of any tax which would be imposedon the Facility Agent in relation to the receipt, recovery or distribution; and

### **(c)****                                 **theRecovering Finance Party shall, within 3 Business Days of demand by theFacility Agent, pay to the Facility Agent an amount (the “**SharingPayment**”) equal to such receipt or recovery less any amount whichthe Facility Agent determines may be retained by the Recovering Finance Partyas its share of any payment to be made, in accordance with Clause 33.4 (*Partial Payments*).

## **35.2****                        Redistributionof Payments**

The Facility Agent shalltreat the Sharing Payment as if it had been paid by the Parent or the relevantObligor and shall distribute it between the Finance Parties (other than theRecovering Finance Party) in accordance with Clause 33.4 (*Partial Payments*).

## **35.3****                        RecoveringFinance Party’s Rights**

### **(a)****                                 **Ona distribution by the Facility Agent under Clause 35.2 (*Redistribution of Payments*), theRecovering Finance Party will be subrogated to the rights of the FinanceParties which have shared in the redistribution.

### **(b)****                                 **Ifand to the extent that the Recovering Finance Party is not able to rely on itsrights under paragraph (a) above, the Parent or the relevant Obligor shallbe liable to the Recovering Finance Party for a debt equal to the SharingPayment which is immediately due and payable.

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###  

## **35.4****                        Reversalof Redistribution**

Ifany part of the Sharing Payment received or recovered by a Recovering FinanceParty becomes repayable and is repaid by that Recovering Finance Party, then:

### **(a)****                                 **eachFinance Party which has received a share of the relevant Sharing Paymentpursuant to Clause 35.2 (*Redistributionof Payments*)**shall,upon the request of the Facility Agent, pay to the Facility Agent for accountof that Recovering Finance Party an amount equal to its share of the SharingPayment (together with an amount as is necessary to reimburse that RecoveringFinance Party for its share of any interest on the Sharing Payment which thatRecovering Finance Party is required to pay); and

### **(b)****                                 **thatRecovering Finance Party’s rights of subrogation in respect of anyreimbursement shall be cancelled and the Parent or the relevant Obligor will beliable to the reimbursing Finance Party for the amount so reimbursed.

## **35.5****                        Exceptions**

### **(a)****                                 **ThisClause 35 shall not apply to the extent that the Recovering Finance Partywould not, after making any payment pursuant to this Clause, have a valid andenforceable claim against the Parent or the relevant Obligor.

### **(b)****                                 **ARecovering Finance Party is not obliged to share with any other Finance Partyunder this Clause 35, any amount which the Recovering Finance Party hasreceived or recovered as a result of taking legal or arbitration proceedings,if:

#### **(i)****                                   **itnotified such other Finance Party of the legal or arbitration proceedings; and

#### **(ii)****                               **suchother Finance Party had an opportunity to participate in those legal orarbitration proceedings but did not do so as soon as reasonably practicablehaving received notice of it or did not take separate legal or arbitrationproceedings.

## **35.6****                        AncillaryLenders**

### **(a)****                                 **ThisClause 35 shall not apply to any receipt or recovery by a Lender in itscapacity as an Ancillary Lender at any time prior to service of notice underClause 27.17 (*Acceleration*).

### **(b)****                                 **Followingservice of notice under Clause 27.17 (*Acceleration*),this Clause 35 shall apply to all receipts or recoveries by AncillaryLenders except to the extent that the receipt or recovery represents a reductionfrom the Designated Gross Amount for an Ancillary Facility to its DesignatedNet Amount.

# **36.****                               CALCULATIONSAND ACCOUNTS**

## **36.1****                        Day CountConvention**

Interest and commitmentcommission shall accrue from day to day and shall be calculated on the basis ofa 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 bemade from any payment of interest shall be computed and paid accordingly.

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## **36.2****                        Reductions**

Any repayment of any Advancedenominated in an Optional Currency shall reduce the amount of such Advance bythe amount of such Optional Currency repaid and shall reduce the SterlingAmount of such Advance proportionately.

## **36.3****                        ReferenceBanks**

Save as otherwise providedin this Agreement, on any occasion a Reference Bank or Lender fails to supplythe Facility Agent with an interest rate quotation required of it under theforegoing provisions of this Agreement, the rate for which such quotation wasrequired shall be determined from those quotations which are supplied to theFacility Agent.

## **36.4****                        MaintainAccounts**

Each Lender shall maintainin accordance with its usual practice accounts evidencing the amounts from timeto time lent by and owing to it under this Agreement.

## **36.5****                        ControlAccounts**

TheFacility Agent shall maintain on its books a control account or accounts inwhich shall be recorded:

### **(a)****                                 **theamount and the Sterling Amount of any Advance or Unpaid Sum and the face amountand the Sterling Amount of any Documentary Credit, and each Lender’s share init;

### **(b)****                                 **theSterling Amount of the Ancillary Facility Commitment (if any) of each Lender ;

### **(c)****                                 **theamount of all principal, interest and other sums due or to become due from eachof the Obligors to any of the Lenders under the Finance Documents and eachLender’s share in it; and

### **(d)****                                 **theamount of any sum received or recovered by the Facility Agent under thisAgreement and each Lender’s share in it.

## **36.6****                        PrimaFacie Evidence**

In any legal action orproceeding arising out of or in connection with this Agreement, the entriesmade in the accounts maintained pursuant to Clause 36.4 (*Maintain Accounts*) and Clause 36.5 (*Control Accounts*) shall, in the absence ofmanifest error, be *prima**facie* evidence of the existence andamounts of the specified obligations of the Obligors.

## **36.7****                        Certificateof Finance Party**

A certificate of a FinanceParty as to the amount for the time being required to indemnify it against anyTax Liability pursuant to Clause 17.3 (*TaxIndemnity*) or any Increased Cost pursuant to Clause 18.1 (*Increased Costs*) shall, in the absence ofmanifest error, be *prima facie*evidence of the existence and amounts of the specified obligations of theBorrowers.

## **36.8****                        Certificateof the Facility Agent**

A certificate of theFacility Agent as to the amount at any time due from any Borrower under thisAgreement (or the amount which, but for any of the obligations of any Borrowerunder this Agreement being or becoming void, unenforceable or ineffective, atany time, would have

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been due from such Borrowerunder this Agreement) shall, in the absence of manifest error, be *prima facie*evidence for the purposes ofClause 29 (*Guarantee and Indemnity*).

## **36.9****                        Certificateof L/C Bank**

A certificate of an L/C Bankas to the amount paid out or at any time due in respect of a Documentary Creditshall, absent manifest error, be *prima facie*evidence of the payment of such amounts or (as the case may be) of the amountsoutstanding in any legal action or proceedings arising in connection therewith.

# **37.****                               ASSIGNMENTSAND TRANSFERS**

## **37.1****                        Successorsand Assignees**

This Agreement shall bebinding upon and enure to the benefit of each party to this Agreement and itsor any subsequent successors, permitted assignees and Transferees.

## **37.2****                        Assignmentor Transfers by Obligors**

None of the rights, benefitsand obligations of an Obligor under this Agreement shall be capable of beingassigned or transferred and each Obligor undertakes not to seek to assign ortransfer any of its rights, benefits and obligations under this Agreement otherthan:

### **(a)****                                 **atransfer made pursuant to the provisions of Clause 2.2 (*Novation of B4 Facility*); or

### **(b)****                                 **exceptin the case of any rights, benefits or obligations under the C Facility,following not less than 10 Business Days prior consultation with the FacilityAgent, an assignment or transfer to another Borrower provided that no Event ofDefault is continuing or would arise as a result of such assignment ortransfer.

## **37.3****                        Assignmentsor Transfers by Lenders**

### **(a)****                                 **AnyLender may, at any time, assign all or any of its rights and benefits under theFinance Documents in accordance with Clause 37.4 (*Assignments*) or transfer all or any of itsrights, benefits and obligations under the Finance Documents in accordance withClause 37.5 (*Transfer Deed*)provided that:

#### **(i)****                                   **theprior consultation of the Company shall be required in respect of any assignmentor transfer arising prior to the achievement of Successful Syndication;

#### **(ii)****                               **theprior consent of the Company is received in respect of any assignment ortransfer after the achievement of a Successful Syndication, such consent not tobe unreasonably withheld, provided that:

**(A)**                               such consentshall be deemed to have been given if not declined in writing within 10Business Days of a written request by any Lender to the Company;

**(B)**                               no consentshall be required in the case of any assignment or transfer by a Lender to itsAffiliate (or in the case of any Lender which constitutes a fund advised and/ormanaged by a common entity or an Affiliate thereof, to any other fund managedby such common entity or Affiliate) which is either a Qualifying UK Lender (inthe case of a 

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#### participationto a UK Borrower) or a US Accession Lender (in the case of a participation tothe US Borrower) or a US Accession Lender (in the case of a participation tothe US Borrower); and

**(C)**                               no consentshall be required in the case of any assignment or transfer to any third partyat any time after the occurrence of a Major Event of Default which iscontinuing; and

#### **(iii)****                           **theproposed Transferee makes one of the representations set out inparagraph 8 of the Transfer Deed and provides the Company with theinformation required under paragraph 9 of the Transfer Deed.

### **(b)****                                 **NoLender shall be entitled to:

#### **(i)****                                   **effectany assignment or transfer:

**(A)**                               in respect ofany portion of its Commitment and/or Outstandings under any individual Facilityin an amount of less than £1,000,000, $1,000,000 or €1,000,000 (in the case ofparticipations in Advances denominated in Sterling, Dollars or Eurorespectively) (or its equivalent as at the date of such assignment ortransfer);

**(B)**                               which wouldresult in it or the proposed assignee or transferee holding an aggregateparticipation of more than zero but less than £5,000,000 (or its equivalent asat the date of such assignment or transfer) in the Facilities, save that anassignment or transfer may be made to or by a trust, fund or other non-bankentity which customarily participates in the institutional market which wouldresult 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 Advancesdenominated in Sterling, Dollars or Euro respectively) in the Facilities; or

**(C)**                               in relation toits participation in the Revolving Facility other than to the extent suchtransfers and assignments are on a pro rata basis as between the relevantLender’s Commitment under and participation in Outstandings under the RevolvingFacility;

#### **(ii)****                               **inrelation to any sub-participation of its rights and obligations under theFacilities, relinquish some or all of its voting rights in respect of theFacilities to any person in respect of any such sub-participation other thanvoting rights in respect of the matters referred to in paragraphs (b),(c), (d) or (e) of Clause 43.4 (*Consent*);or

#### **(iii)****                           **effectany assignment or transfer of any Facility to a person who is a US AccessionLender, other than in respect of the B4 Facility.

### **(c)****                                 **If:

#### **(i)****                                   **anysum payable to any Lender by an Obligor is required to be increased underClause 17.1 (*Tax Gross-up*);

#### **(ii)****                               **aLender claims indemnification from a Borrower under the provisions ofClause 17.3 (*Tax Indemnity*)or Clause 18.1 (*Increased Costs*);or

#### **(iii)****                           **anyLender becomes a Non-Consenting Lender or a Non-Funding Lender,

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####  

the Company may within 90days of such requirement or position being notified to it, request that suchLender assigns or transfers all of its rights and obligations under thisAgreement at par (including any rights and obligations it may have in itscapacity as a Hedge Counterparty) to any person selected by the Company thathas agreed to accept such assignment or transfer, and such Lender shall effectsuch assignment or transfer within 10 Business Days of such request.

### **(d)****                                 **Forthe purposes of satisfying the minimum hold requirement set out inparagraph (b)(i) of this Clause 37.3, any participations held byfunds advised and/or managed by a common entity or an Affiliate thereof may beaggregated.

### **(e)****                                 **Notwithstandingany other provision of this Agreement, the consent of the L/C Bank shall berequired (such consent not to be unreasonably withheld or delayed) for anyassignment or transfer of any Lender’s rights and/or obligations under theRevolving Facility provided that in relation to any assignment or transferrequired by the Borrower under paragraph (c), the L/C Bank may notwithhold such consent unless, acting reasonably, the reason for so doingrelates to the creditworthiness of the proposed assignee or transferee.

### **(f)****                                   **Notwithstandingany other provision of this Clause 37.3 (*Assignmentsor Transfers by Lenders*), no assignment or transfer shall bepermitted to settle or otherwise become effective within the period of fiveBusiness Days prior to (a) the end of any Interest Period or (b) any RepaymentDate.

## **37.4****                        Assignments**

If any Lender wishes toassign all or any of its rights and benefits under the Finance Documents,unless and until the relevant assignee has agreed with the other FinanceParties that it shall be under the same obligations towards each of them as itwould have been under if it had been an original party to the Finance Documentsas a Lender, such assignment shall not become effective and the other FinanceParties shall not be obliged to recognise such assignee as having the rightsagainst each of them which it would have had if it had been such a party tothis Agreement.

## **37.5****                        TransferDeed**

### **(a)****                                 **Ifany Lender wishes to transfer all or any of its rights, benefits and/orobligations under the Finance Documents, such transfer may be effected bynovation through the delivery to the Facility Agent of a duly completed andduly executed Transfer Deed.

### **(b)****                                 **TheFacility Agent shall only be obliged to execute a Transfer Deed delivered to itpursuant to paragraph (a) above, upon its satisfaction with the results ofall “know your client” or other applicable anti-money laundering checksrelating to the identity of any person that it is required to carry out inrelation to such Transferee.

### **(c)****                                 **Uponits execution of the Transfer Deed pursuant to paragraph (b) above on thelater of the Transfer Date specified in such Transfer Deed and the fifthBusiness Day after (or such earlier Business Day endorsed by the Facility Agenton such Transfer Deed falling on or after) the date of execution of suchTransfer Deed by the Facility Agent:

#### **(i)****                                   **tothe extent that in such Transfer Deed the Lender party to it seeks to transferits rights, benefits and obligations under the Finance Documents, the UltimateParent, the Parent, each of the Obligors and such Lender shall be released fromfurther obligations towards one another under the Finance Documents to thatextent and their respective rights against one another shall 

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####                                                 becancelled to that extent (such rights and obligations being referred to in thisClause 37.5 as **“****discharged rights and obligations****”);**

#### **(ii)****                               **theUltimate Parent, the Parent, each of the Obligors and the Transferee party toit shall assume obligations towards one another and/or acquire rights againstone another which differ from the discharged rights and obligations onlyinsofar as the Ultimate Parent, the Parent, such Obligor and such Transfereehave assumed and/or acquired the same in place of the Ultimate Parent, theParent, such Obligor and such Lender;

#### **(iii)****                           **theother Finance Parties and the Transferee shall acquire the same rights andbenefits and assume the same obligations between themselves as they would haveacquired and assumed had such Transferee been an original party to the FinanceDocuments as a Lender with the rights, benefits and obligations acquired orassumed by it as a result of such transfer;

#### **(iv)****                              **allpayments due hereunder from the Parent or any Obligor shall be due and payableto such Transferee and not to the transferring Lender; and

### **(d)****                                 **suchTransferee shall become a party to this Agreement as a Lender.

## **37.6****                        TransferFee**

On the date upon which atransfer takes effect pursuant to Clause 37.5 (*Transfer Deed*) the Transferee in respectof such transfer shall pay to the Facility Agent for its own account a transferfee of £1,500 provided that this fee shall not be payable by any Lender thatbecomes a party to this Agreement prior to the Syndication Date.

## **37.7****                        Disclosureof Information**

### **(a)****                                 **Eachof the Agents, the Security Trustee, the Bookrunners, the Arrangers, theLenders, the L/C Bank and any Ancillary Facility Lender agrees to maintain theconfidentiality of all information received from the Ultimate Parent or anymember of the Group relating to the Ultimate Parent or any member of the Groupor its business other than any such information that:

#### **(i)****                                   **isor becomes public knowledge other than as a direct result of any breach of thisClause; or

#### **(ii)****                               **isavailable to the Agents, the Security Trustee, the Bookrunners, the Arrangers,the Lenders, the L/C Bank or such Ancillary Facility Lender on anon-confidential basis prior to receipt thereof from the relevant member of theGroup; or

#### **(iii)****                           **islawfully obtained by any of the Agents, the Security Trustee, the Bookrunners,the Arrangers, the Lenders, the L/C Bank and any Ancillary Facility Lenderafter that date of receipt other than from a source which is connected with theGroup and which, as far as the relevant recipient thereof is aware, has notbeen obtained in violation of, and is not otherwise subject to, any obligationof confidentiality.

### **(b)****                                 **Notwithstandingparagraph (a) of this Clause 37.7 any Lender may disclose to any ofits Affiliates, to any actual or potential assignee or Transferee, to anyperson who may otherwise enter into contractual relations with such Lender inrelation to this Agreement or any person to whom, and to the extent that,information is required to 

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###                                                 bedisclosed by any applicable Law, such information about the Ultimate Parent,the Parent, the Obligors or the Group as a whole as such Lender shall considerappropriate provided that any such Affiliate, actual or potential assignee orTransferee or other person who may otherwise enter into contractual relationsin relation to this Agreement shall first have entered into a confidentialityundertaking on substantially the same terms as this Clause 37.7.

## **37.8****                        NoIncreased Obligations**

If:

### **(a)****                                 **aLender assigns or transfers any of its rights or obligations under the FinanceDocuments or changes its Facility Office; and

### **(b)****                                 **asa result of circumstances existing at the date of the assignment, transfer orchange of Facility Office, the Parent or an Obligor would be obliged to make apayment to the assignee, Transferee or the Lender acting through its newFacility Office under Clause 17.1 (*TaxGross-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 beentitled to receive payment under those Clauses to the same extent as theassignor, transferor or the Lender acting through its previous Facility Officewould have been if the assignment, transfer or change had not occurred.

## **37.9****                        Notification**

The Facility Agent shall,within 10 Business Days of receiving a Transfer Deed or a notice relating to anassignment 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 theUS Paying Agent and the Borrowers of any such assignment, transfer or change inFacility Office, as the case may be.

# **38.****                               COSTSAND EXPENSES**

## **38.1****                        TransactionCosts**

Each Borrower shall, fromtime to time no later than 10 Business Days after demand from the FacilityAgent (unless the relevant cost or expense is being queried by a Borrower ingood faith), reimburse the Facility Agent, the Security Trustee and each of theArrangers for all reasonable out-of-pocket costs and expenses (includingreasonable legal fees and disbursements of legal counsel, any value added taxthereon and all travel and other reasonable out-of-pocket expenses) incurred bythem in connection with the negotiation, preparation, execution, perfection,printing and distribution of the Finance Documents and the completion of thetransactions therein contemplated and the syndication of the Facilities priorto the Syndication Date (including publicity expenses) up to the levels agreedwith the Company.

## **38.2****                        Preservationand Enforcement Costs**

Each Borrower shall, fromtime to time on demand of the Facility Agent, reimburse each Finance Party forall third party costs and expenses (including legal fees and any value addedtax thereon) incurred in or in connection with the preservation and/or enforcementof any of the rights of such Finance Party under the Finance Documents providedthat any such costs and expenses incurred in connection with the preservationof such rights are reasonable.

** **

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## **38.3****                        StampTaxes**

Each Borrower shall pay allstamp, registration, documentary and other taxes (including any penalties,additions, fines, surcharges or interest relating thereto) to which any of theFinance Documents or any judgment given in connection therewith is or at anytime may be subject and shall with effect from the Merger Closing Date and fromtime to time thereafter within 10 Business Days of demand from the FacilityAgent, indemnify the Finance Parties against any liabilities, costs, claims andexpenses resulting from any failure to pay or any delay in paying thosetaxes.  The Facility Agent shall beentitled (but not obliged) to pay those taxes (whether or not they are itsprimary responsibility) and to the extent that it does so claim under thisClause 38.3.

## **38.4****                        Amendments,Consents and Waivers**

If an Obligor requests anyamendment, 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 thirdparty costs and expenses (including legal fees) incurred by any of the FinanceParties in responding to or complying with such request.

## **38.5****                        Lenders’Indemnity**

If any Obligor fails toperform any of its obligations under this Clause 38, each Lender shall indemnifyand hold harmless each of the Agents, the Arrangers and/or the Security Trusteefrom and against its Proportion (as determined at all times for these purposesin accordance with paragraph (c) of the definition of “Proportion”) of anyloss incurred by any of them as a result of such failure and the relevantObligor shall forthwith reimburse each Lender for any payment made by itpursuant to this Clause.

## **38.6****                        ValueAdded Tax**

### **(a)****                                 **Allamounts expressed to be payable under any Finance Document by any Obligor to aFinance Party shall be exclusive of any VAT. If VAT is chargeable on any supply made by a Finance Party to anyObligor under any Finance Document (whether that supply is taxable pursuant tothe exercise of an option or otherwise), the relevant Finance Party shallprovide a VAT invoice to the Obligor and that Obligor shall pay to that FinanceParty (in addition to and at the same time as paying that consideration) theVAT as further consideration.

### **(b)****                                 **Nopayment or other consideration to be made or furnished to any Obligor pursuantto or in connection with any Finance Document may be increased or added to byreference to (or as a result of any increase in the rate of) any VAT whichshall be or may become chargeable in respect of any taxable supply.

### **(c)****                                 **Wherea Finance Document requires any party to reimburse a Finance Party for anycosts or expenses, that party shall also pay any amount of those costs orexpenses incurred referable to VAT chargeable thereon.

# **39.****                               REMEDIESAND WAIVERS**

No failure to exercise, norany delay in exercising, on the part of the Finance Parties or any of them, anyright or remedy under this Agreement shall operate as a waiver thereof, norshall any single or partial exercise of any right or remedy prevent any furtheror other exercise thereof or the exercise of any other right or remedy.  The rights and remedies provided in thisAgreement are cumulative and not exclusive of any rights or remedies providedby Law.

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# **40.****                               NOTICESAND DELIVERY OF INFORMATION**

## **40.1****                        Writing**

Each communication to bemade under this Agreement shall be made in writing and, unless otherwisestated, shall be made by fax, telex or letter.

## **40.2****                        Giving ofNotice**

Any communicationor document to be made or delivered by one person to another pursuant to this Agreementshall in the case of any person other than a Lender (unless that other personhas by 10 Business Days’ written notice to the Agents specified anotheraddress) be made or delivered to that other person at the address identifiedwith its signature below or, in the case of a Lender, at the address from timeto 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 aparty as Transferee) and shall be deemed to have been made or delivered whendespatched (in the case of any communication made by fax) or (in the case ofany communication made by letter) when left at the address or (as the case maybe) 5 Business Days after being deposited in the post postage prepaid in anenvelope addressed to it at that address provided that any communication ordocument to be made or delivered to the Agents shall be effective only whenreceived by the Agents and then only if the same is expressly marked for theattention of the department or officer identified with the Agents’ signaturebelow (or such other department or officer as the relevant Agent shall fromtime to time specify by not less than 10 Business Days’ prior writtennotice to the Company for this purpose).

## **40.3****                        Use ofWebsites/E-mail**

### **(a)****                                 **AnObligor may (and upon request by any of the Agents, shall) satisfy itsobligations under this Agreement to deliver any information in relation tothose Lenders (the “**Website Lenders**”)who have not objected to the delivery of information electronically by postingthis information onto an electronic website designated by the Company and theFacility Agent (the “**Designated Website**”)or by e-mailing such information to the Agents, if:

#### **(i)****                                   **theAgents expressly agree that they will accept communication and delivery of anydocuments required to be delivered pursuant to this Agreement by this method;

#### **(ii)****                               **inthe case of posting to the Designated Website, the Company and the Agents areaware of the address of, and any relevant password specifications for, theDesignated Website; and

#### **(iii)****                           **theinformation is in a format previously agreed between the Company and each ofthe Agents.

### **(b)****                                 **Ifany Lender (a “**Paper Form Lender**”) objects to thedelivery of information electronically then the Agents shall notify the Companyaccordingly and the Company shall supply the information to the Agents (insufficient copies for each Paper Form Lender) in paper form.

### **(c)****                                 **TheFacility Agent shall supply each Website Lender with the address of, and anyrelevant password specifications for, the Designated Website followingdesignation of that website by the Company and the Facility Agent.

### **(d)****                                 **AnyWebsite Lender may request, through the Facility Agent, one paper copy of any 

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### informationrequired to be provided under this Agreement which is posted onto theDesignated Website.  The Company shallcomply with any such request within 10 Business Days.

### **(e)****                                 **Subjectto the other provisions of this Clause 40.3, any Obligor may discharge itsobligation to supply more than one copy of a document under this Agreement byposting one copy of such document to the Designated Website or e-mailing onecopy of such document to the Facility Agent.

### **(f)****                                   **Forthe purposes of paragraph (a) above, the Agents hereby expressly agreethat:

#### **(i)****                                   **theywill accept delivery of documents required to be delivered under Clause 22(*Financial Information*) by theposting of such documents to the Designated Website or by email delivery to theAgents; and

#### **(ii)****                               **theyhave agreed to the format of the information required to be delivered underClause 22 (*Financial Information*).

## **40.4****                        PublicInformation**

### **(a)****                                 **TheCompany hereby acknowledges that certain of the Lenders may be “public-side”Lenders (i.e., Lenders that do not wish to receive material non-publicinformation with respect to the Company, the Group and/or its business) (each,a “**Public Lender**”).

### **(b)****                                 **TheCompany hereby agrees that if and for so long as any member of the Group is theissuer of any outstanding debt or equity securities that are registered or issuedpursuant to a private offering or is actively contemplating issuing any suchsecurities it will use commercially reasonable efforts to identify that portionof any materials and/or information provided by or on behalf of the Companyhereunder (collectively, “**Company Materials**”)that may be distributed to the Public Lenders and that:

#### **(i)****                                   **allsuch Company Materials shall be clearly and conspicuously marked “PUBLIC”which, at a minimum, shall mean that the word “PUBLIC” shall appear prominentlyon the first page thereof;

#### **(ii)****                               **bymarking Company Materials “PUBLIC,” the Company shall be deemed to haveauthorized the Agents and the Lenders to treat such Company Materials as notcontaining any material non-public information (although it may be sensitiveand proprietary) with respect to the Company, the Group and/or its business forpurposes of United States Federal and state securities laws;

#### **(iii)****                           **allCompany Materials marked “PUBLIC” shall be made available on the DesignatedWebsite under the title “PUBLIC”;” and

#### **(iv)****                              **theAgents 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 documentwhether such information is public.

### **(c)****                                 **Notwithstandingthe foregoing, the Company shall be under no obligation to mark any CompanyMaterials “PUBLIC”. Each of Agents and the Lenders hereby acknowledge that inrespect of any obligation of the Obligors to deliver information to the FinanceParties under this Agreement, such obligation shall be deemed to have beensatisfied notwithstanding the determination of any Public Lender not to viewsuch information by reason of it not having been marked with the title “PUBLIC”.  

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### The foregoingprovisions of this Clause 40.4 shall be without prejudice to theprovisions of Clauses 30 (*Agents*)or 37.7 (*Disclosure of Information*)hereof.

## **40.5****                        ElectronicCommunication**

### **(a)****                                 **Anycommunication to be made between the Agents and any Lender under or inconnection with the Finance Documents may be made by electronic mail or otherelectronic means, if the relevant Agent and the relevant Lender:

#### **(i)****                                   **agreethat, unless and until notified to the contrary, this is to be an accepted formof communication;

#### **(ii)****                               **notifyeach other in writing of their electronic mail address and/or any otherinformation required to enable the sending and receipt of information by thatmeans; and

#### **(iii)****                           **notifyeach other of any change to their address or any other such informationsupplied by them.

### **(b)****                                 **Anyelectronic communication made between the Agents and a Lender will be effectiveonly when actually received in readable form and in the case of any electroniccommunication made by a Lender to an Agent only if it is addressed in such amanner as the Facility Agent shall specify for this purpose.

## **40.6****                        Certificatesof Officers**

All certificates of officersof any company hereunder may be given on behalf of the relevant company and inno event shall personal liability attach to such an officer.

## **40.7****                        PatriotAct**

Each Lender subject to theUSA Patriot Act (Title 111 of Pub. L. 107-56 (signed into law October 26,2001)) (the “**Act**”) hereby notifiesthe Ultimate Parent and the Company that pursuant to the requirements of theAct, it is required to obtain, verify and record information that identifies theUltimate Parent, the Parent, the Company and the other Obligors and otherinformation that will allow such Lender to identify Parent, the Company and theother Obligors in accordance with the Act.

# **41.****                               ENGLISHLANGUAGE**

Each communication anddocument made or delivered by one party to another pursuant to this Agreementshall be in the English language or accompanied by a translation of it intoEnglish certified (by an officer of the person making or delivering the same)as being a true and accurate translation of it.

# **42.****                               PARTIALINVALIDITY**

If, at any time, anyprovision of this Agreement is or becomes illegal, invalid or unenforceable inany respect under the Law of any jurisdiction, such illegality, invalidity orunenforceability shall not affect:

### **(a)****                                 **thelegality, validity or enforceability of the remaining provisions of thisAgreement; or

### **(b)****                                 **thelegality, validity or enforceability of such provision under the Law of anyother jurisdiction.

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# **43.****                               AMENDMENTS**

## **43.1****                        AmendmentsGenerally**

Except as otherwise providedin this Agreement, the Facility Agent, if it has the prior written consent ofan Instructing Group, and the Obligors affected thereby, may from time to timeagree in writing to amend any Finance Document or to consent to or waive,prospectively or retrospectively, any of the requirements of any FinanceDocument and any amendments, consents or waivers so agreed shall be binding onall the Finance Parties and the Obligors. For the avoidance of doubt, any amendments relating to this Agreementshall only be made in accordance with the provisions of this Agreement and anyamendments relating to a Hedging Agreement shall only be made in accordancewith the provisions of such Hedging Agreement, in each case notwithstanding anyother provisions of the Finance Documents.

## **43.2****                        Amendmentsrelating to Baseball**

Except as provided inClause 43.4 (*Consents*), 43.5(*Technical Amendments*), 43.6 (*Guarantees and Security*) and 43.7 (*Release of Guarantees and Security*), theFacility Agent, if it has the prior written consent of a Baseball InstructingGroup (for this purpose, within the meaning of paragraph (a) of thatdefinition) and the Obligors affected thereby, may agree in writing to amend orwaive, or to consent to, any of the following provisions with respect to the A1Facility and the B1 Facility:

### **(a)****                                 **thedefinitions of “Baseball Acquisition”, “Baseball Bidcos”,  “Baseball Cash Bidco”, “Baseball CertainFunds Period”, “Baseball Clean-Up Period”, “Baseball Drawstop Default”, “BaseballEffective Date”, “Baseball Group”, “Baseball Implementation Agreement”, “BaseballPress Release”, “Baseball Resolutions”, “Baseball Scheme”, “Baseball SchemeCircular”, “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)****                                **anymatter listed in Part 2 of Schedule 4 (*ConditionsPrecedent to First Baseball Utilisation*) and Part 7 ofSchedule 4 (*Baseball ConditionsSubsequent*); and

### **(i)****                                   **anyother provision of this Agreement where the prior consent of a Baseball InstructingGroup is expressly required,

in each case, except to theextent that such amendment, waiver or consent relates to Security.  Any such amendments, consents or waivers soagreed shall be binding on all the Finance Parties and the Obligors.

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## **43.3****                        Amendmentsrelating to Alternative Baseball Financing**

The Facility Agent, if ithas the prior written consent of all of the Baseball Lenders (for this purpose,falling within the meaning of paragraph (b) of that definition) and theObligors affected thereby, may agree in writing to any change to thisAgreement, for the purposes of giving effect to a commitment provided by suchBaseball Lenders relating to any Alternative Baseball Financing and the newfacilities to be provided thereunder and the associated Alternative BaseballAcquisition, which amends or replaces or is intended to amend or replace theprovisions 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 A1Facility and B1 Facility, except where such changes provide for a finalmaturity date in respect of the Alternative Baseball Facility which is earlierthan the Final Maturity Date in respect of the A Facility or in the case ofamortising debt, where the average life of such Alternative Bridge Facilitywould be shorter than the average life of the A Facility;

### **(h)****                                **Clause 11(*Voluntary Prepayment*) andClause 12 (*Mandatory Prepayment andCancellation*) to the extent that such changes amend or replaceprovisions relating to the A1 Facility and B1 Facility, and provided that suchchanges do not have the effect of altering the timing or amount of paymentspayable to any Lender in respect of the A Facility, B2 Facility, B3 Facility, B4Facility, 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 A1Facility and B1 Facility;

### **(j)****                                   **Clause 17.1(*Tax Gross Up*) to the extent thatsuch changes relate to the Relevant Tax Jurisdiction of the relevant borrowerof the Alternative Baseball Financing;

### **(k)****                               **Clause 21(*Representations and Warranties*)in relation to the representations and warranties to be given to the BaseballLenders (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 anycommitments or outstandings under the Alternative Baseball Financing;

### **(m)****                             **Clause 43.2(*Amendments relating to Baseball*);

### **(n)****                                **Part1 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 toinclude the Baseball Lenders;

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### **(o)****                                 **Part2 of Schedule 4 (*Conditions Precedent toFirst Baseball Utilisation*) and Part 7 of Schedule 4 (*Baseball Conditions Subsequent*) for thepurposes of amending and replacing the list of required documentary conditionsprecedent to the Alternative Baseball Financing;

### **(p)****                                 **anyof the definitions contained in Clause 1.1 (*Definitions*) for the purposes of removing all references toand all derivatives of the A1 Facility and the B1 Facility and incorporatingsuch definitions as may be necessary for the purposes of giving effect to thechanges described in this Clause 43.3, and

### **(q)****                                 **suchother amendments to or replacements of the provisions of this Agreement, whichare of a technical or mechanical nature provided that such amendments orreplacements do not prejudice the interests of the Lenders under the AFacility, B2 Facility, B3 Facility, B4 Facility, B5 Facility, B6 Facility, CFacility or Revolving Credit Facility.

in each case, except to theextent that such amendment, waiver or consent relates to Security.  Any such amendments, consents or waivers soagreed shall be binding on all the Finance Parties and the Obligors.

## **43.4****                        Consents**

Anamendment, consent or waiver relating to the following matters may be made withthe prior written consent of each Lender affected thereby:

### **(a)****                                 **anyincrease in the principal amount of any Commitment of such Lender;

### **(b)****                                 **areduction in the proportion of any amount received or recovered (whether by wayof set-off, combination of accounts or otherwise) in respect of any amount duefrom the Parent or any Obligor under this Agreement to which such Lender isentitled;

### **(c)****                                 **adecrease in any Applicable Margin for, or the principal amount of, any Advance,any Documentary Credit or any interest payment, fees or other amounts due underthis Agreement to such Lender from the Parent or any Obligor or any other partyto this Agreement;

### **(d)****                                 **anychange in the currency of account (other than a change resulting from theUnited Kingdom becoming a Participating Member State);

### **(e)****                                 **unlessotherwise specified the deferral of the date for payment of any principal,interest, fee or any other amount due under this Agreement to such Lender fromthe Parent or any Obligor or any other party to this Agreement;

### **(f)****                                   **thedeferral of any Termination Date;

### **(g)****                                **anyreduction to the percentage set forth in the definition of Instructing Group orBaseball Instructing Group; or

### **(h)****                                **achange to any provision which contemplates the need for the consent or approvalof all the Lenders.

## **43.5****                        TechnicalAmendments**

Notwithstanding any otherprovision of this Clause 43, the Facility Agent may at any time withoutthe consent or sanctions of the Lenders, concur with the Company in making any 

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modifications to any FinanceDocument, which in the opinion of the Facility Agent would be proper to makeprovided that the Facility Agent is of the opinion that such modification wouldnot be prejudicial to the position of any Lender and in the opinion of theFacility Agent such modification is of a formal, minor or technical nature oris to correct a manifest error.  Any such modification shall be made onsuch terms as the Facility Agent may determine, shall be binding upon theLenders, and shall be notified by the Company to the Lenders as soon as practicablethereafter.

## **43.6****                        Guaranteesand Security**

A waiver of issuance or the release of any Guarantorfrom any of its obligations under Clause 29 (*Guarantee and Indemnity*) or a release of any Security underthe Security Documents, in each case, other than in accordance with the termsof any Finance Document shall require the prior written consent of affectedLenders whose Available Commitments plus Outstandings amount in aggregate tomore than 90 per cent. of the Available Facilities plus aggregate Outstandings.

## **43.7****                        Release ofGuarantees and Security**

### **(a)****                                 **Subjectto paragraph (b) below, at the time of completion of any disposal by theParent or any Obligor of any shares, assets or revenues the Security Trusteeshall (and it is hereby authorised by the other Finance Parties to) at therequest of and cost of the relevant Obligor, execute such documents as may berequired to:

#### **(i)****                                   **release those shares, assets or revenuesfrom Security constituted by any relevant Security Document or certify that anyfloating charge constituted by any relevant Security Documents over suchassets, revenues or rights has not crystallised; and

#### **(ii)****                               **release any person which as a result ofthat disposal, ceases to be the Parent or any Obligor, from any guarantee,indemnity or Security Document to which it is a party and its other obligationsunder any other Finance Document.

### **(b****)****                                 **The SecurityTrustee shall only be required under paragraph (a) above to grant therelease of any Security or to deliver a certificate of non-crystallisation onaccount of a disposal as described in that paragraph described in thatparagraph if:

#### **(i)****                                   **the disposal is permitted underClause 25.6 (Disposals) or otherwise with the consent of an InstructingGroup;

#### **(ii)****                               **(to the extent that any proceeds of thatdisposal are to be applied in repayment of the Facilities) the Facility Agenthas received (or is satisfied, acting reasonably, that it will receiveimmediately following the disposal) the appropriate amount of those proceeds;and

#### **(iii)****                           **(to the extent that the disposal is to bein exchange for replacement assets) the Security Trustee has either received(or is satisfied, acting reasonably, that it will receive immediately followingthe disposal) one or more duly executed Security Documents granting Securityover those replacement assets or is satisfied, acting reasonably, that thereplacement assets will be subject to Security pursuant to any existingSecurity Documents.

### **(c)****                                 **Ifat any time, a Compliance Certificate delivered pursuant to Clause 22.5(a)(*Compliance Certificates*) showsthat the Obligors under this Agreement at the 

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relevant time represent a percentage which is greaterthan that required to satisfy the 80% Security Test and the Company is able, atsuch time, to demonstrate to the satisfaction of the Facility Agent (actingreasonably) that upon the release of one or more specified Obligors from itsobligations under this Agreement the 80% Security Test would continue to besatisfied, the Security Trustee shall (and it is hereby authorised by the otherFinance Parties to) at the request and cost of the Company, execute suchdocuments as may be required to release such specified Obligors from anyguarantees, indemnities and Security Documents to which it is a party and torelease it from its other obligations under any Finance Document.

### **(d)****                                 **Notwithstandingthe foregoing provisions of this Clause , in the event that the Companyelects to raise or incur any Stand Alone Baseball Financing in accordance withthe provisions of this Agreement, and immediately prior to such raising orincurrence, any member of the Baseball Group has granted any guarantee and/orsecurity in respect of the Facilities, such member of the Baseball Group shallbe released from any such guarantee and/or security immediately prior to suchraising or incurrence, or in the event that the proceeds of such Stand AloneBaseball Financing are being used to prepay A1 Facility Outstandings and B1Facility Outstandings in accordance with Clause 11.1 (*Voluntary Prepayment*), simultaneously withsuch prepayment.

## **43.8****                        Amendmentsaffecting the Facility Agent**

Notwithstandingany other provision of this Agreement, the Facility Agent shall not be obligedto agree to any amendment, consent or waiver if the same would:

### **(a)****                                 **amendor waive any provision of Clauses 30 (*Agents*),Clause 38 (*Costs and Expenses*)or this Clause 43; or

### **(b)****                                 **otherwiseamend or waive any of the Facility Agent’s rights under this Agreement orsubject the Facility Agent to any additional obligations under this Agreement.

## **43.9****                        Calculationof Consent**

Where a request for a waiverof, or an amendment to, any provision of any Finance Document has been sent bythe Facility Agent to the Lenders at the request of an Obligor, each Lenderthat does not respond to such request for waiver or amendment within 30 daysafter receipt by it of such request (or within such other period as theFacility Agent and the Company shall specify), shall be excluded from thecalculation in determining whether the requisite level of consent to suchwaiver or amendment was granted.

## **43.10****                 [Reserved]**

# **44.****                               THIRDPARTY RIGHTS**

### **(a)****                                 **Aperson which is not a party to this Agreement (a “**third party**”)shall have no right to enforce any of its provisions except that:

#### **(i)****                                   **athird party shall have those rights it would have had if the Contracts (Rightsof Third Parties) Act 1999 had not come into effect; and

#### **(ii)****                               **eachof Clause 5.9 (*Exclusion of Liability*),Clause 17.3 (*Tax Indemnity*),Clause 18 (*Increased Costs*)and Clause 30.10 (*Exclusion ofLiability*) shall be enforceable by any third party referred to insuch clause as if such third party were a party to this Agreement.

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### **(b)****                                 **Theparties to this Agreement may without the consent of any third party vary orrescind this Agreement.

# **45.****                               COUNTERPARTS**

This Agreement may beexecuted in any number of counterparts and all of such counterparts takentogether shall be deemed to constitute one and the same instrument.

# **46.****                               GOVERNINGLAW**

## **46.1****                        GoverningLaw of Agreement**

This Agreement shall begoverned by, and construed in accordance with, English Law.

## **46.2****                        GoverningLaw of Claims Against the US Borrower**

Notwithstanding theprovisions of Clause 46.1 (*GoverningLaw of Agreement*), any proceedings in relation to a debt claimagainst the US Borrower shall be governed by the internal laws of the state ofNew York, provided always that no other Obligor may rely upon, or otherwisechallenge any right of any Finance Party on the basis of this Clause 46.2.

# **47.****                               JURISDICTION**

## **47.1****                        Courts**

### **(a)****                                 **TheUS Borrower and each of the other parties to this Agreement irrevocably agreesfor the benefit of the Finance Parties that the courts of the State of New Yorkand/or the federal courts of the United States of America sitting in the Stateof New York in diversity jurisdiction shall have exclusive jurisdiction to hearand determine any suit, action or proceedings, and to settle any disputes whichmay arise out of or in connection with the rights or obligations of the USBorrower under the Finance Documents and, for such purposes, irrevocablysubmits to the jurisdiction of such courts.

### **(b)****                                 **Eachof the parties to this Agreement irrevocably agrees for the benefit of each ofthe Finance Parties that, except as set forth in paragraph (a) above, thecourts of England shall have exclusive jurisdiction to hear and determine anysuit, action or proceedings, and to settle any disputes, which may arise out ofor in connection with this Agreement (respectively “**Proceedings**”and “**Disputes**”) and, for such purposes,irrevocably submits to the jurisdiction of such courts.

## **47.2****                        Waiver**

Each of the Obligors otherthan the US Borrower irrevocably waives any objection which it might now orhereafter have to Proceedings being brought or Disputes settled in the courtsof England and agrees not to claim that any such court is an inconvenient orinappropriate forum.  The US Borrower andeach of the Finance Parties irrevocably waives any objection which it might nowor hereafter have to Proceedings being brought by or against the US Borrower orDisputes with the US Borrower being settled in the courts of the State of NewYork.

## **47.3****                        Service ofProcess**

Each of the Obligors (otherthan the US Borrower) which is not incorporated in England agrees that theprocess by which any Proceedings are begun may be served on it by being 

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delivered in connection withany Proceedings in England, to the Company at its registered office for thetime being and the Company, by its signature to this Agreement, accepts itsappointment as such in respect of each such Obligor.  If the appointment of the person mentioned inthis Clause ceases to be effective in respect of any of the Obligors therelevant Obligor shall immediately appoint a further person in England toaccept service of process on its behalf in England and, failing suchappointment within 15 days, the Facility Agent shall be entitled toappoint such person by notice to the relevant Obligor. Nothing contained inthis Agreement shall affect the right to serve process in any other mannerpermitted by Law.

## **47.4****                        Proceedingsin Other Jurisdictions**

Nothing inClause 47.1(b) (*Courts*)shall (and shall not be construed so as to) limit the right of the FinanceParties or any of them to take Proceedings against any of the Obligors otherthan the US Borrower in any other court of competent jurisdiction nor shall thetaking of Proceedings in any one or more jurisdictions preclude the taking ofProceedings in any other jurisdiction (whether concurrently or not) if and tothe extent permitted by applicable Law.

## **47.5****                        GeneralConsent**

Each of the Obligorsconsents generally in respect of any Proceedings to the giving of any relief orthe issue of any process in connection with such Proceedings including themaking, enforcement or execution against any property whatsoever (irrespectiveof its use or intended use) of any order or judgment which may be made or givenin such Proceedings.

## **47.6****                        Waiver ofImmunity**

To the extent that anyObligor may in any jurisdiction claim for itself or its assets or revenuesimmunity from suit, execution, attachment (whether in aid of execution, beforejudgment or otherwise) or other legal process and to the extent that in anysuch jurisdiction there may be attributed to itself, its assets or revenuessuch immunity (whether or not claimed), such Obligor irrevocably agrees not toclaim, and irrevocably waives, such immunity to the full extent permitted bythe laws of such jurisdiction.

**This Agreement has beenentered into on the date stated at the beginning of this Agreement.**

** **

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##### **SCHEDULE1**

###### **PART1 - 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                                |       | 60,000,000                                 |       |
| JPMorgan  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                                |       | 60,000,000                                 |       |
| The  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/a                                        |       |
| Goldman  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/a                                        |       |
| Goldman  Sachs Credit Partners L.P.        |       | n/a                                           |       | n/a                                       |       | 43,750,000                                       |       | 75,000,000                                 |       | n/a                                        |       | n/a                                        |       | n/a                                   |       | 118,000,000                                |       | 60,000,000                                 |       |
| BNP  Paribas                               |       | n/a                                           |       | n/a                                       |       | n/a                                              |       | n/a                                        |       | n/a                                        |       | n/a                                        |       | n/a                                   |       | 118,000,000                                |       | 60,000,000                                 |       |
| Citibank  N.A.                             |       | n/a                                           |       | n/a                                       |       | n/a                                              |       | n/a                                        |       | n/a                                        |       | n/a                                        |       | n/a                                   |       | 118,000,000                                |       | 60,000,000                                 |       |
|                                       |       |                                          |       |                                      |       |                                             |       |                                       |       |                                       |       |                                       |       |                                  |       |                                       |       |                                       |       |
| **Total 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                                |       |

 

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###### **PART2 - LENDERS TAX STATUS**

| **Lender**                                | ** ** | **Tax Status**   |
|-------------------------------------------|------------|------------------|
| Deutsche Bank AG, London Branch           |       | UK Bank Lender   |
| JPMorgan Chase Bank, National Association |       | UK Bank Lender   |
| The Royal Bank of Scotland plc            |       | UK Bank Lender   |
| Goldman Sachs International Bank          |       | UK Bank Lender   |
| Goldman Sachs Credit Partners L.P.        |       | UK Treaty Lender |

######  

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###### **PART3 - 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.

** **

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##### **SCHEDULE 2**

###### **PART 1 - THE ORIGINAL GUARANTORS**

| **Name**                                                   | ** ** | **Jurisdiction of   Incorporation** | ** ** | **Company   number (if   applicable)** |
|------------------------------------------------------------|------------|-------------------------------------|------------|----------------------------------------|
| **NTL**                                                    |       |                                |       |                                   |
| Andover Cablevision Limited                                |       | England                             |       | 1932254                                |
| Anglia Cable Communications Limited                        |       | England                             |       | 2433857                                |
| Berkhamsted Properties & Building Contractors  Limited |       | England                             |       | 958564                                 |
| Cable Television Limited                                   |       | England                             |       | 683065                                 |
| Cable Thames Valley Limited                                |       | England                             |       | 2254089                                |
| CableTel Cardiff Limited                                   |       | England                             |       | 2740659                                |
| Cabletel (UK) Limited                                      |       | England                             |       | 2835551                                |
| CableTel Central Hertfordshire Limited                     |       | England                             |       | 2347168                                |
| CableTel Hertfordshire Limited                             |       | England                             |       | 2381354                                |
| CableTel Herts and Beds Limited                            |       | England                             |       | 1785533                                |
| CableTel Investments Limited                               |       | England                             |       | 3157216                                |
| CableTel Newport                                           |       | England                             |       | 2478879                                |
| CableTel North Bedfordshire Limited                        |       | England                             |       | 2455397                                |
| CableTel Scotland Limited                                  |       | Scotland                            |       | SC119938                               |
| CableTel Surrey and Hampshire Limited                      |       | England                             |       | 2740651                                |
| CableTel Telecom Supplies Limited                          |       | England                             |       | 2919285                                |
| CableTel West Glamorgan Limited                            |       | England                             |       | 623197                                 |
| CableTel West Riding Limited                               |       | England                             |       | 2372564                                |
| Cambridge Cable Services Limited                           |       | England                             |       | 3262220                                |
| Cambridge Holding Company Limited                          |       | England                             |       | 2955679                                |
| CCL Corporate Communications Services Limited              |       | England                             |       | 2425789                                |
| Chartwell Investors L.P.                                   |       | Delaware                            |       |                                   |
| Columbia Management Limited                                |       | England                             |       | 2361163                                |
| ComTel Cable Services Limited                              |       | England                             |       | 2265315                                |
| ComTel Coventry Limited                                    |       | England                             |       | 277802                                 |
| Credit-Track Debt Recovery Limited                         |       | England                             |       | 277802                                 |
| Diamond Cable (Bassetlaw) Limited                          |       | England                             |       | 3020785                                |
| Diamond Cable (Burton-Upon-Trent) Limited                  |       | England                             |       | 3016632                                |
| Diamond Cable (Chesterfield) Limited                       |       | England                             |       | 3155292                                |
| Diamond Cable (Grantham) Limited                           |       | England                             |       | 2449143                                |

 

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

 

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

 

216

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

 

217

----

 
| NTL Cablecomms Oldham and Tameside                                                            |   | England  |   | 2446185  |
|-----------------------------------------------------------------------------------------------|--------|----------|--------|----------|
| NTL Cablecomms Solent                                                                         |   | England  |   | 2422654  |
| NTL Cablecomms Staffordshire                                                                  |   | England  |   | 2379800  |
| NTL Cablecomms Stockport                                                                      |   | England  |   | 2443484  |
| NTL Cablecomms Surrey                                                                         |   | England  |   | 2531586  |
| NTL Cablecomms Sussex                                                                         |   | England  |   | 2266092  |
| NTL Cablecomms Wessex                                                                         |   | England  |   | 2410378  |
| NTL Cablecomms West Surrey Limited                                                            |   | England  |   | 2512757  |
| NTL Cablecomms Wirral                                                                         |   | England  |   | 2531604  |
| NTL Cambridge Limited                                                                         |   | England  |   | 2154841  |
| NTL Chartwell Holdings 2, Inc.                                                                |   | Delaware |   |     |
| NTL Chartwell Holdings, Inc.                                                                  |   | Delaware |   |     |
| NTL Chartwell Holdings Limited                                                                |   | England  |   | 3290823  |
| NTL Communications Services Limited                                                           |   | England  |   | 3403985  |
| NTL Darlington Limited                                                                        |   | England  |   | 2533674  |
| NTL Derby Cablevision Holding Company                                                         |   | England  |   | 2422310  |
| Virgin Media Dover LLC (formerly known as NTL Dover  LLC)                                     |   |     |   |     |
| NTL Equipment No. 1 Limited                                                                   |   | England  |   | 2794518  |
| NTL Equipment No. 2 Limited                                                                   |   | England  |   | 2071491  |
| NTL Finance Limited                                                                           |   | England  |   | 5537678  |
| NTL Glasgow                                                                                   |   | Scotland |   | SC075177 |
| NTL Glasgow Holdings Limited                                                                  |   | England  |   | 4170072  |
| Virgin Media Limited (formerly known as NTL Group  Limited)                                   |   | England  |   | 2591237  |
| NTL Holdings (Broadland) Limited                                                              |   | England  |   | 2427172  |
| NTL Holdings (East London) Limited                                                            |   | England  |   | 2032186  |
| NTL Holdings (Fenland) Limited                                                                |   | England  |   | 2427199  |
| NTL Holdings (Leeds) Limited                                                                  |   | England  |   | 02766909 |
| NTL Holdings (Norwich) Limited                                                                |   | England  |   | 2332233  |
| NTL Holdings (Peterborough) Limited                                                           |   | England  |   | 2332232  |
| NTL Internet Limited                                                                          |   | England  |   | 2985161  |
| NTL Internet Services Limited                                                                 |   | England  |   | 4038930  |
| Virgin Media Investment Holdings Limited (formerly  known as NTL Investment Holdings Limited) |   | England  |   | 3173552  |

 

218

----

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

 

219

----

 
| NTL Systems Limited                                     |   | England  |   | 3217975  |
|---------------------------------------------------------|--------|----------|--------|----------|
| NTL Technical Support Company Limited                   |   | England  |   | 2512756  |
| NTL Teesside Limited                                    |   | England  |   | 2532188  |
| NTL Telecom Services Limited                            |   | England  |   | 2937788  |
| NTL UK CableComms Holdings, Inc.                        |   | Delaware |   |     |
| NTL UK Telephone and Cable TV Holding Company  Limited  |   | England  |   | 2511877  |
| NTL Victoria Limited                                    |   | England  |   | 5685196  |
| NTL Victoria II Limited                                 |   | England  |   | 5685189  |
| NTL Wessex Company                                      |   | Delaware |   |     |
| NTL Westminster Limited                                 |   | England  |   | 1735641  |
| NTL Winston Holdings Limited                            |   | England  |   | 3290821  |
| NTL Winston Holdings, Inc.                              |   | Delaware |   |     |
| NTL Wirral Company                                      |   | Delaware |   |     |
| NTL Wirral Telephone and Cable TV Company               |   | England  |   | 2511873  |
| VMIH Sub Limited (formerly known as NTLIH Sub  Limited) |   | England  |   | 5316140  |
| Oxford Cable Limited                                    |   | England  |   | 2450228  |
| Prospectre Limited                                      |   | Scotland |   | SC145280 |
| Secure Backup Systems Limited                           |   | England  |   | 3130333  |
| South CableComms Holdings, Inc.                         |   | Delaware |   |     |
| South CableComms L.L.C.                                 |   | Delaware |   |     |
| South CableComms Management, Inc.                       |   | Delaware |   |     |
| Southern East Anglia Cable Limited                      |   | England  |   | 2905929  |
| Stafford Communications Limited                         |   | England  |   | 2381842  |
| Swindon Cable Limited                                   |   | England  |   | 318216   |
| Tamworth Cable Communications Limited                   |   | England  |   | 3016602  |
| Virgin Net Limited                                      |   | England  |   | 2833330  |
| Vision Networks Services UK Limited                     |   | England  |   | 3135501  |
| Wessex Cable Limited                                    |   | England  |   | 2433185  |
| Winston Investors L.L.C.                                |   | Delaware |   |     |
| XL Debt Recovery Agency Limited                         |   | England  |   | 3303903  |
| X-Tant Limited                                          |   | England  |   | 3580901  |
| **TELEWEST GROUP COMPANIES**                            |   |     |   |     |

 

220

----

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

 

221

----

 
| Telewest Communications Cable Limited                |   | England  |   | 2883742  |
|------------------------------------------------------|--------|----------|--------|----------|
| Telewest Communications Group Limited                |   | England  |   | 2514287  |
| Telewest Communications Holdings Limited             |   | England  |   | 2982404  |
| Telewest Communications Networks Limited             |   | England  |   | 3071086  |
| Telewest Limited                                     |   | England  |   | 3291383  |
| Telewest Parliamentary Holdings Limited              |   | England  |   | 2514316  |
| Telewest UK Limited                                  |   | England  |   | 4925679  |
| The Cable Corporation Limited                        |   | England  |   | 2075227  |
| Theseus No. 1 Limited                                |   | England  |   | 2994027  |
| Theseus No. 2 Limited                                |   | England  |   | 2994061  |
| Windsor Television Limited                           |   | England  |   | 1745542  |
| Yorkshire Cable Communications Limited               |   | England  |   | 2490136  |
| The Yorkshire Cable Group Limited                    |   | England  |   | 2782818  |
| EuroBell (Holdings) Limited                          |   | England  |   | 2904215  |
| EuroBell (Sussex) Limited                            |   | England  |   | 2272340  |
| EuroBell (South West) Limited                        |   | England  |   | 1796131  |
| EuroBell (West Kent) Limited                         |   | England  |   | 2886001  |
| EuroBell (IDA) Limited                               |   | England  |   | 3373001  |
| EuroBell Internet Services Limited                   |   | England  |   | 3172207  |
| EuroBell CPE Limited                                 |   | England  |   | 2742145  |
| EuroBell Limited                                     |   | England  |   | 2983427  |
| EMS Investments Limited                              |   | England  |   | 3373057  |
| EuroBell (No. 2) Limited                             |   | England  |   | 3405634  |
| EuroBell (No. 3) Limited                             |   | England  |   | 3006948  |
| EuroBell (No. 4) Limited                             |   | England  |   | 2983110  |
| **SCOTTISH COMPANIES**                               |   |     |   |     |
| Telewest Communications (Dundee & Perth) Limited |   | Scotland |   | SC096816 |
| Telewest Communications (Motherwell) Limited         |   | Scotland |   | SC121617 |
| Telewest Communications (Scotland Holdings) Limited  |   | Scotland |   | SC150058 |
| Telewest Communications (Scotland) Limited           |   | Scotland |   | SC80891  |
| **JERSEY COMPANY**                                   |   |     |   |     |
| Birmingham Cable Finance Limited                     |   | Jersey   |   | 60792    |
| **PARTNERSHIPS AND JOINT VENTURES**                  |   |     |   |     |
| Avon Cable Joint Venture                             |   | England  |   |     |

 

222

----

 
| Avon Cable Limited Partnership                                                   |   | Colorado |   |    |
|----------------------------------------------------------------------------------|--------|----------|--------|---------|
| Cotswolds Cable Limited Partnership                                              |   | Colorado |   |    |
| Edinburgh Cable Limited Partnership                                              |   | Colorado |   |    |
| Estuaries Cable Limited Partnership                                              |   | Colorado |   |    |
| London South Cable Partnership                                                   |   | Colorado |   |    |
| TCI/US West Cable Communications Group                                           |   | Colorado |   |    |
| Telewest Communications (London South) Joint Venture                             |   | England  |   |    |
| Telewest Communications (Cotswolds) Venture                                      |   | England  |   |    |
| Telewest Communications (North East) Partnership                                 |   | England  |   |    |
| Telewest Communications (Scotland) Venture                                       |   | England  |   |    |
| Telewest Communications (South East) Partnership                                 |   | England  |   |    |
| Tyneside Cable Limited Partnership                                               |   | Colorado |   |    |
| United Cable (London South) Limited Partnership                                  |   | Colorado |   |    |
| **FLEXTECH**                                                                     |   |     |   |    |
| Flextech Broadband Limited                                                       |   | England  |   | 4125315 |
| Flextech Broadcasting Limited                                                    |   | England  |   | 4125325 |
| Screenshop Limited                                                               |   | England  |   | 3529106 |
| Living TV Limited                                                                |   | England  |   | 2802598 |
| Trouble TV Limited                                                               |   | England  |   | 1733724 |
| Challenge TV                                                                     |   | England  |   | 2721189 |
| Bravo TV Limited                                                                 |   | England  |   | 2342064 |
| Ed Stone Limited                                                                 |   | England  |   | 4170969 |
| United Artists Investments Limited                                               |   | England  |   | 2761569 |
| Flextech Business News Limited                                                   |   | England  |   | 2954531 |
| Continental Shelf 16 Limited                                                     |   | England  |   | 3005499 |
| TVS Television Limited                                                           |   | England  |   | 591652  |
| TVS Pension Fund Trustees Limited                                                |   | England  |   | 1539051 |
| Telso Communications Limited                                                     |   | England  |   | 2067186 |
| Flextech Rights Limited                                                          |   | England  |   | 2981104 |
| Minotaur International Limited                                                   |   | England  |   | 3059563 |
| Virgin Media Television Limited (formerly known as  Flextech Television Limited) |   | England  |   | 2294553 |
| Interactive Digital Sales Limited                                                |   | England  |   | 4257717 |
| Flextech Music Publishing Limited                                                |   | England  |   | 3673917 |

 

223

----

 
| Flextech (1992) Limited                 |   | England |   | 1190025 |
|-----------------------------------------|--------|---------|--------|---------|
| Flextech Media Holdings Limited         |   | England |   | 2678886 |
| Flextech (Kindernet Investment) Limited |   | England |   | 1260228 |
| Flextech-Flexinvest Limited             |   | England |   | 1192945 |
| Flextech IVS Limited                    |   | England |   | 2678882 |
| Flextech Family Channel Limited         |   | England |   | 2856303 |
| Flextech Distribution Limited           |   | England |   | 2678883 |
| Flextech Childrens Channel Limited      |   | England |   | 267881  |
| Flextech Communications Limited         |   | England |   | 2588902 |
| Flextech (Travel Channel) Limited       |   | England |   | 3427763 |
| Flextech Digital Broadcasting Limited   |   | England |   | 3298737 |
| Flextech Video Games Limited            |   | England |   | 2670829 |

 

224

----

###### **PART 2 - THE RESTRICTED GUARANTORS**

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

 

225

----

 
| NTL Derby Cablevision Holding Company                     |   | England  |   | 2422310  |
|-----------------------------------------------------------|--------|----------|--------|----------|
| Virgin Media Dover LLC (formerly known as NTL Dover  LLC) |   |     |   |     |
| NTL Glasgow                                               |   | Scotland |   | SC075177 |
| NTL Glasgow Holdings Limited                              |   | England  |   | 4170072  |
| NTL Kirklees                                              |   | England  |   | 2495460  |
| NTL Kirklees Holdings Limited                             |   | England  |   | 4169826  |
| NTL Manchester Cablevision Holding Company                |   | England  |   | 2455631  |
| NTL North CableComms Holdings, Inc.                       |   | Delaware |   |     |
| NTL North CableComms Management, Inc.                     |   | Delaware |   |     |
| NTL Programming Subsidiary Company                        |   | Delaware |   |     |
| NTL Solent Company                                        |   | Delaware |   |     |
| NTL South CableComms Holdings, Inc.                       |   | Delaware |   |     |
| NTL South CableComms Management, Inc.                     |   | Delaware |   |     |
| NTL Surrey Company                                        |   | Delaware |   |     |
| NTL Sussex Company                                        |   | Delaware |   |     |
| NTL (Triangle) LLC                                        |   | Delaware |   |     |
| NTL UK CableComms Holdings, Inc.                          |   | Delaware |   |     |
| NTL Wessex Company                                        |   | Delaware |   |     |
| NTL Winston Holdings Limited                              |   | England  |   | 3290821  |
| NTL Winston Holdings, Inc.                                |   | Delaware |   |     |
| NTL Wirral Company                                        |   | Delaware |   |     |
| NTL Wirral Telephone and Cable TV Company                 |   | England  |   | 2511873  |
| South CableComms Holdings, Inc.                           |   | Delaware |   |     |
| South CableComms L.L.C.                                   |   | Delaware |   |     |
| South CableComms Management, Inc.                         |   | Delaware |   |     |
| Winston Investors L.L.C.                                  |   | Delaware |   |     |
| **TELEWEST**                                              |   |     |   |     |
| Avon Cable Limited Partnership                            |   | Colorado |   |     |
| Cotswolds Cable Limited Partnership                       |   | Colorado |   |     |
| Edinburgh Cable Limited Partnership                       |   | Colorado |   |     |
| Estuaries Cable Limited Partnership                       |   | Colorado |   |     |
| London South Cable Partnership                            |   | Colorado |   |     |
| TCI/US West Cable Communications Group                    |   | Colorado |   |     |

 

226

----

 
| Tyneside Cable Limited Partnership              |   | Colorado |   |   |
|-------------------------------------------------|--------|----------|--------|--------|
| United Cable (London South) Limited Partnership |   | Colorado |   |   |

#####  

** **

227

----

##### **SCHEDULE3**

###### **PART1 - FORM OF DEED OF TRANSFER AND ACCESSION**

To:                              Deutsche BankAG, London Branch as Facility Agent

This Deed is dated **[**·**]** and relates to:

**(a)**                                  the facilitiesagreement dated 3 March 2006 (as from time to time amended, varied, novated orsupplemented, 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 (includingVirgin Media Investment Holdings Limited (formerly known as NTL InvestmentHoldings Limited)) under the guarantee of the Guarantors, by a group of banksand other financial institutions on whose behalf Deutsche Bank AG, LondonBranch acts as Facility Agent in connection therewith;

**(b)**                                  the HYDIntercreditor Agreement

**(c)****                                 **the Group IntercreditorAgreement

**(d)**                                  the SecurityTrust Agreement.

**1.**                                      Terms definedin the Facilities Agreement shall, subject to any contrary indication, have thesame meanings in this Deed.  The terms “Lender”,“Transferee”, “Lender’s Participation” and “Portion Transferred” are defined inthe Schedule to this Deed.

**2.**                                      The Lender:

**(a)**                                  confirms thatthe details in the Schedule to this Deed are an accurate summary of theLender’s Participation in the Facilities Agreement and the Interest Periods orTerms (as the case may be) for existing Advances as at the date of this Deed;and

**(b)**                                  requests theTransferee to accept and procure the transfer by novation to the Transferee ofthe Portion Transferred by countersigning and delivering this Deed to theFacility Agent at its address for the service of notices designated to theFacility Agent in accordance with the Facilities Agreement.

**3.**                                      The Transfereerequests the Facility Agent to accept this Deed as being delivered to theFacility Agent pursuant to and for the purposes of Clause 37.5 (*Transfer Deed*) of the Facilities Agreementso as to take effect in accordance with the terms of it on the Transfer Date oron such later date as may be determined in accordance with the terms of it.

**4.**                                      The Transfereeconfirms that it has received a copy of the Facilities Agreement together withsuch other information as it has required in connection with this transactionand that it has not relied and will not rely on the Lender to check or enquireon its behalf into the legality, validity, effectiveness, adequacy, accuracy orcompleteness of any such information and further agrees that it has not reliedand will not rely on the Lender to assess or keep under review on its behalfthe financial condition, creditworthiness, condition, affairs, status or natureof any Obligor.

**5.**                                      The Transfereeundertakes with the Lender and each of the other parties to the FacilitiesAgreement that it will perform in accordance with their terms all thoseobligations which by the terms of the Finance Documents will be assumed by itafter delivery of this Deed to the

228

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                                                Facility Agentand satisfaction of the conditions (if any) subject to which this Deed isexpressed to take effect.

**6.**                                      The Lendermakes no representation or warranty and assumes no responsibility with respectto the legality, validity, effectiveness, adequacy or enforceability of theFacilities Agreement, any other Finance Document or other document relating toit and assumes no responsibility for the financial condition of any Obligor orfor the performance and observance by any Obligor of any of its obligationsunder the Facilities Agreement, any Finance Document or any other documentrelating to it and any and all such conditions and warranties, whether expressor implied by Law or otherwise, are excluded.

**7.**                                      The Lender givesnotice that nothing in this Deed or in the Facilities Agreement (or any FinanceDocument or other document relating to it) shall oblige the Lender (a) toaccept a re-transfer from the Transferee of the whole or any part of itsrights, benefits and/or obligations under the Finance Documents transferredpursuant to this Deed or (b) to support any losses directly or indirectlysustained or incurred by the Transferee for any reason whatsoever (includingthe failure by any Obligor or any other party to the Finance Documents (or anydocument relating to them) to perform its obligations under any such document)and the Transferee acknowledges the absence of any such obligation as isreferred to in (a) and (b) above.

**8.****                                     ****[**The Transferee represents to the Facility Agent and to the Borrowerthat is a UK Bank Lender.**] (1)**

----

1                                          A Lender givingthis 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 anyFacility).

***OR***

**[**The Transfereerepresents to the Facility Agent and to the Borrower that it is a UK Non-BankLender and falls within paragraph **[**(a)/(b)**] (2)** of the definition thereof.**] (3)**

----

2                                          UK Non- BankLender to delete as appropriate.

3                                          A Lender givingthis representation is a Qualifying UK Lender and may lend to to the USBorrower (in respect of the B4 Facility only) and/or to a UK Borrower (inrespect of any Facility).

***OR***

**[**The Transfereerepresents to the Facility Agent and to the Borrower that it is a UK TreatyLender.**] (4) ***

----

4                                          A Lender givingthis 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 anyFacility).

*******                                        **Any Lender notable to give one of the three preceding representations is a US AccessionLender and may only lend to the US Borrower under the B4 Facility.

***OR***

**[**The Transfereerepresents to the Facility Agent and to the Borrower that it is a US AccessionLender.**]**

229

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**9.****                                     **Attached to this TransferCertificate are the following documents evidencing the tax status of theTransferee 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 personwho is or becomes party to the HYD Intercreditor Agreement in accordance withthe terms thereof that with effect on and from the date hereof, it will bebound by the HYD Intercreditor Agreement as a Senior Creditor as if it had beenan original party thereto in such capacity.

**ACCESSION TO THE GROUP INTERCREDITOR AGREEMENT**

The Transferee hereby agrees with each other personwho is or becomes party to the Group Intercreditor Agreement in accordance withthe terms thereof that with effect on and from the date hereof, it will bebound by the Group Intercreditor Agreement as a Senior Creditor as if it hadbeen an original party thereto in such capacity.

**ACCESSION TO THE SECURITY TRUST AGREEMENT**

The Transferee hereby agrees with each other personwho is or becomes party to the Security Trust Agreement in accordance with theterms thereof that with effect on and from the date hereof, it will be bound bythe Security Trust Agreement as a Lender as if it had been an original partythereto in such capacity.  This Deed andthe rights, benefits and obligations of the parties hereunder shall be governedby and construed in accordance with English Law.

**IN WITNESS WHEREOF** this Deed hasbeen executed as a deed by the parties hereto and is delivered on the datewritten above.

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**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  Transferred** |
| ** ** | ** ** | ** **                                                     | ** ** | ** **                    | ** ** | ** **               |
| ** ** |       | A 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 theLender’s Available Commitment should not be completed after the applicableTermination Date.

231

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| **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]      |

 

232

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| **The Lender**                                                                                                                                                                                                                       | **The Transferee**                                                                                                                                                                                                                       |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                                                                                                                                                                                           | ** **                                                                                                                                                                                                                               |
| **EXECUTED  as a DEED by for and on**                                                                                                                                                                                                | **EXECUTED as a DEED by for and on**                                                                                                                                                                                                     |
| ** **                                                                                                                                                                                                                           | ** **                                                                                                                                                                                                                               |
| **behalf  of  [                                   ]** | **behalf of [                                    ]** |
| ** **                                                                                                                                                                                                                           | ** **                                                                                                                                                                                                                               |
| **By:**                                                                                                                                                                                                                              | **By:**                                                                                                                                                                                                                                  |
| ** **                                                                                                                                                                                                                           | ** **                                                                                                                                                                                                                               |
| **The  Facility Agent**                                                                                                                                                                                                              | ** **                                                                                                                                                                                                                               |
| ** **                                                                                                                                                                                                                           | ** **                                                                                                                                                                                                                               |
| **EXECUTED  as a DEED for and on behalf of**                                                                                                                                                                                         | ** **                                                                                                                                                                                                                               |
| ** **                                                                                                                                                                                                                           | ** **                                                                                                                                                                                                                               |
| **Deutsche  Bank AG, London Branch**                                                                                                                                                                                                 | ** **                                                                                                                                                                                                                               |
| ** **                                                                                                                                                                                                                           | ** **                                                                                                                                                                                                                               |
| **By:**                                                                                                                                                                                                                              | **By:**                                                                                                                                                                                                                                  |

 

----

**ADMINISTRATIVE AND FACILITY OFFICE DETAILS**

1.                                       **Facility Office Address** (in relation to theTransferee’s tax status as set out in paragraph 8 above):

*Pleaseprovide administrative details of the Transferee, to the extent such detailshave not been provided to the Facility Agent by way of a prior administrativeform.*

2.             **Administrative Office Address**:

Contact Name:

Account for Payments:

Fax:

**[**Telex:**]**

Telephone:

233

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###### **PART 2 - FORM OF C FACILITY LENDER DEED OFACCESSION**

To:                              Deutsche BankAG, London Branch as Facility Agent

Virgin Media InvestmentHoldings Limited (formerly known as NTL Investment Holdings Limited)

This Deed is dated **[**·**]** and relatesto:

**(a)**                                  the facilities agreementdated 3 March 2006 (as from time to time amended, varied, novated orsupplemented, 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 (includingVirgin Media Investment Holdings Limited (formerly known as NTL InvestmentHoldings Limited)) under the guarantee of the Guarantors, by a group of banksand other financial institutions on whose behalf Deutsche Bank AG, LondonBranch acts as Facility Agent in connection therewith;

**(b)**                                  the HYD IntercreditorAgreement

**(c)****                                 **the Group IntercreditorAgreement

**(d)**                                  the SecurityTrust Agreement.

**1.**                                      Terms definedin the Facilities Agreement shall, subject to any contrary indication, have thesame meanings in this Deed.  The term “CFacility Lender” is defined in the Schedule to this Deed.

**2.**                                      The C FacilityLender confirms that the details in the Schedule to this Deed are anaccurate summary of the C Facility Lender’s Commitment in the C Facility.

**3.**                                      The C FacilityLender requests the Facility Agent and the Company to accept this Deed as beingdelivered to the Facility Agent and the Company pursuant to and for thepurposes of Clause 2.6 (*AlternativeBridge Facility Refinancing*) of the Facilities Agreement so as totake effect in accordance with the terms of it on the Effective Date (asdefined in the Schedule to this Deed) or on such later date as may bedetermined in accordance with the terms of it.

**4.**                                      The C FacilityLender confirms that it has received a copy of the Facilities Agreementtogether with such other information as it has required in connection with thistransaction and that it has not relied and will not rely on any other FinanceParty to check or enquire on its behalf into the legality, validity,effectiveness, adequacy, accuracy or completeness of any such information andfurther agrees that it has not relied and will not rely on any other FinanceParty to assess or keep under review on its behalf the financial condition,creditworthiness, condition, affairs, status or nature of the Parent or anyObligor.

**5.**                                      The C FacilityLender undertakes with the Company and each of the other Finance Parties thatit will perform in accordance with their terms all those obligations which bythe terms of the Finance Documents will be assumed by it after delivery of thisDeed to the Facility Agent and satisfaction of the conditions (if any) subjectto which this Deed is expressed to take effect.

234

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**6.**                                      **[**The C Facility Lender represents to the Facility Agent and to theBorrower that is a UK Bank Lender.**] (5)**

----

(5)**                                 **A C FacilityLender giving this representation is a Qualifying UK Lender and may lend to anyBorrower incorporated in the United Kingdom only.

***OR***

**[**The C FacilityLender represents to the Facility Agent and to the Borrower that it is a UKNon-Bank Lender and falls within paragraph **[**(a)/(b)**]** (6) ofthe definition thereof.**] (7)**

----

(6)                                  UK Non- BankLender to delete as appropriate.

(7)                                  A C FacilityLender giving this representation is a Qualifying UK Lender and may lend to anyBorrower incorporated in the United Kingdom only.

***OR***

**[**The C FacilityLender represents to the Facility Agent and to the Borrower that it is a UKTreaty Lender.**] (8) ***

----

**(8)****                                **A C Facility Lender givingthis representation is a Qualifying UK Lender and may lend to any Borrowerincorporated in the United Kingdom only.

*******                                        **Any person notable to give one of the three preceding representations is a US AccessionLender and should not lend under the C Facility.

**7.****                                     **Attached to this Deed arethe following documents evidencing the tax status of the C Facility Lender asindicated 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 otherperson who is or becomes party to the HYD Intercreditor Agreement in accordancewith the terms thereof that with effect on and from the date hereof, it will bebound by the HYD Intercreditor Agreement as a Senior Creditor as if it had beenan original party thereto in such capacity.

**ACCESSION TO THE GROUP INTERCREDITOR AGREEMENT**

The C Facility Lender hereby agrees with each otherperson who is or becomes party to the Group Intercreditor Agreement inaccordance 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 andas a C Facility Lender as if it had been an original party thereto in suchcapacity.

235

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**IN WITNESS WHEREOF** this Deed hasbeen executed as a deed by the parties hereto and is delivered on the datewritten above.

236

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**THE SCHEDULE**

**1.                       **C FacilityLender:

**2.                       **Effective Date:

**3.                       **C FacilityLender’s Commitment in C Facility

237

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| **The C Facility Lender**                                                                                                                                                                             | ** **                                                                                                                                                                                                                               |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                  | ** **                                                                                                                                                                                                                               |
| **EXECUTED  as a DEED by for and on**                                                                                                                                                                 | **EXECUTED as a DEED by for and on**                                                                                                                                                                                                     |
|                                                                                                                                                                                                  | ** **                                                                                                                                                                                                                               |
| **behalf  of [                              ]** | **behalf of [                                    ]** |
|                                                                                                                                                                                                  | ** **                                                                                                                                                                                                                               |
| **By:**                                                                                                                                                                                               | **By:**                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                  | ** **                                                                                                                                                                                                                               |
| **The  Facility Agent**                                                                                                                                                                               | ** **                                                                                                                                                                                                                               |
|                                                                                                                                                                                                  | ** **                                                                                                                                                                                                                               |
| **EXECUTED  as a DEED for and on behalf of**                                                                                                                                                          | ** **                                                                                                                                                                                                                               |
|                                                                                                                                                                                                  | ** **                                                                                                                                                                                                                               |
| **Deutsche  Bank AG, London Branch**                                                                                                                                                                  | ** **                                                                                                                                                                                                                               |
|                                                                                                                                                                                                  | ** **                                                                                                                                                                                                                               |
| **By:**                                                                                                                                                                                               | **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:**                                                                                                                                                                               | ** **                                                                                                                                                                                                                               |

 

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**Administrative Details of CFacility Lender and its Facility Office**

Facility Office Address in relation to its taxstatus as set out in paragraph 8 above:

Administrative Office:

Contact Name:

Account for Payments:

Fax:

**[**Telex:**]**

Telephone:

238

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##### **SCHEDULE 4**

###### **PART 1 - CONDITIONS PRECEDENT TO FIRSTUTILISATION**

**1.****                                     ****Corporate Documents**

In relation to the UltimateParent, the Parent, each Original Obligor and the US Borrower:

**(a)**                                  in the case ofa company, a copy of its up to date constitutional documents (1), together witha copy of any written resolution requested by the Facility Agent prior to theOriginal Execution Date relating to  anyamendments to such constitutional documents or, in the case of a partnership, acopy of its up to date partnership agreement;

----

(1)                                  Including forBirmingham Cable Finance Limited, a certified copy of the register of members.

**(b)**                                  a copy of aboard resolution or a manager’s or partner’s resolution of such personapproving the execution, delivery and performance of the Finance Documents towhich it is party and the terms and conditions of such Finance Documents andauthorising a person or persons identified by name or office to sign theFinance Documents to which it is party and any documents to be delivered bysuch person pursuant to it;

**(c)**                                  a dulycompleted certificate of a duly authorised officer of such person in the formattached in Part 2 of Schedule 3 (*Form ofOfficer’s Certificate*); and

**(d)****                                 **copy resolutions signed byall the holders of the issued shares of the Original Obligors incorporated inJersey and Scotland approving the terms of, and the transactions contemplatedby, the Finance Documents to which each such Obligor is a party.

**2.****                                     ****Finance Documents**

Originalduly executed copies of:

**(a)**                                  this Agreement;

**(b)**                                  the GroupIntercreditor Agreement;

**(c)****                                 **the HYD IntercreditorAgreement;

**(d)**                                  the BarclaysIntercreditor Agreement;

**(e)****                                 **the Security Trust Agreementand the Initial Security Documents;

**(f)**                                    a copy of allnotices required to be sent under the Initial Security Documents; and

**(g)**                                 all originalshare certificates, title deeds, transfers, stock transfer forms or equivalentdocuments executed in blank by the relevant chargor in relation to the assetssubject to or expressed to be subject to the Initial Security Documents and anyother documents of title to be provided under the Initial Security Documents.

239

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**3.****                                     ****Fees**

Original duly executedcopies of the Fees Letters and evidence that all fees and expenses (excludinglegal fees) due and payable under this Agreement or in connection with thisAgreement as at the date of first Utilisation, the quantum of which have beennotified to the Company in writing no less than two Business Days prior to theMerger Closing Date, have been paid.

**4.****                                     ****Bridge Finance Documents**

**(a)****                                 **A certified true copy of theduly executed Bridge Facility Agreement.

**(b)**                                  A copy of theAlternative Bridge Facility Agreement, in the agreed form.

**(c)**                                  Evidence thatall the conditions precedent to the Bridge Facility Agreement have beensatisfied or waived in accordance with the terms thereof.

**5.             LegalOpinions**

An opinion of:

**(a)**                                  White &Case, London, legal advisers to the Facility Agent and the Mandated LeadArrangers on matters of English law;

**(b)**                                  Fried, Frank,Harris, Shriver & Jacobson, New York legal advisers to Obligors on mattersof New York law;

**(c)**                                  Dundas &Wilson CS LLP, legal advisers to the Facility Agent and the Mandated LeadArrangers on matters of Scottish law;

**(d)**                                  Mourant du Feu& Jeune , legal advisers to the Facility Agent and the Mandated LeadArrangers on matters of Jersey law; and

**(e)****                                 **Morrison & Foerster LLP,legal advisers to the Facility Agent and the Mandated Lead Arrangers on mattersof the laws of the State of Colorado, United States of America,

in each case addressed tothe Finance Parties and in substantially the form agreed prior to the MergerClosing Date.

**6.             MergerAgreement**

**(a)**           A certified true copy of the MergerAgreement.

**(b)**                                  Merger Sub andNTL have become obliged to file the certification of merger with the Secretaryof State of Delaware and the Ultimate Parent has become obliged to file acharter amendment as set forth in Section 2.01 (b) of the Merger Agreement andno amendments or waivers have been made or granted under the Merger Agreement,which in the opinion of an Instructing Group (acting reasonably) are materialand adverse to the Lenders under this Agreement (other than any waivercontemplated by the provisions of Section 9.02 (g) of the Merger Agreement).

**7.****                                     ****Funds Flow Statement**

A funds flow statement inthe agreed form detailing the proposed movement of funds on or before theMerger Closing Date.

240

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**8.****                                     ****“Know your customer”**

Inrespect of each of the Borrowers,  copiesof 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 otherinformation as the Finance Parties may require (acting reasonably) for thepurposes of complying with its “Know Your Customer” procedures and incompliance with applicable laws relating to anti-money laundering.

**9.             ShortTerm Notes**

A copy of the Short TermNotes, in the agreed form.

**10.          AlternativeBridge Facility**

**(a)**           A certified true copy of the dulyexecuted Alternative Bridge Facility Agreement.

**(b)**                                  Originalaccession notices from each of the lenders under the Alternative Bridge FacilityAgreement whereby each such lender accedes to the Group IntercreditorAgreement.

**(c)****                                 **Evidence that all theconditions precedent to the Alternative Bridge Facility Agreement have beensatisfied or waived in accordance with the terms thereof.

**11.****                              ****Company’s Certificate**

A certificate of anauthorised officer of the Company confirming that none of the Obligors have:

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**(a)**                                  amended theirconstitutional documents in a manner which could reasonably be expected to bematerially adverse to the interests of the Lenders; and

**(b)**                                  revoked anyboard, partner and/or shareholders (as applicable) resolutions,

in each case, which weredelivered together with the Obligor’s Certificates referred to inparagraph 1(c) above, since the date that such Obligor’s Certificates weredelivered.

**12.          Feesrelating to B2 Facility, B3 Facility and B4 Facility**

Evidence that the agreedfees payable on or prior to the utilisation of the B2 Facility, B3 Facility andB4 Facility  by the Company have beenpaid or will be paid on the Structuring Date.

242

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###### **PART 2 - CONDITIONS PRECEDENT TO FIRST BASEBALL UTILISATION**

**1.****                                     ****Corporate Documents**

In relation to Baseball CashBidco:

**(a)**                                  a copy of itsup to date constitutional documents;

**(b)**                                  a copy of aboard resolution of such person (in the form agreed by the Bookrunners on orbefore the Original Execution Date) approving the execution, delivery andperformance of the Finance Documents to which it is party and the terms andconditions of such Finance Documents and authorising a person or personsidentified by name or office to sign the Finance Documents to which it is partyand any documents to be delivered by such person pursuant to it; and

**(c)**                                  a dulycompleted certificate of a duly authorised officer of such person in the formattached in Part 3 of Schedule 4 (*Form ofOfficer’s Certificate*).

**2.**                                      **BaseballScheme Documentation**

**(a)**                                  Certifiedcopies of each of the Baseball Scheme Documents;

**(b)**                                  a copy of theCourt Order; and

**(c)**                                  a copy of thecertificate of the Registrar of Companies confirming registration of the CourtOrder.

**3.             Fees**

Evidence that the agreedfees payable on or prior to the utilisation of the A1 Facility and the B1Facility by Baseball Cash Bidco in respect of the A1 Facility and the B1Facility have been paid or will be paid on first drawdown of the A1 Facilityand the B1 Facility.

**4.             CertainFunds Certificate**

A certificate of BaseballCash Bidco confirming that no Baseball Drawstop Default has occurred and iscontinuing.

**5.             MergerClosing**

The Merger having beenconsummated.

**6.             LegalOpinions**

An opinion of White &Case, London, legal advisers to the Facility Agent and the Mandated LeadArrangers on matters of English law as regards matters of due incorporation anddue authorisation addressed to the Finance Parties and substantially in theform agreed by the Bookrunners on or before the Original Execution Date.

243

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###### **PART 3 - FORM OF OFFICER’S CERTIFICATE**

To:                              Deutsche BankAG, London Branch as Facility Agent

We refer to the facilities agreement dated 3 March2006 (as from time to time amended, varied, novated or supplemented, the “**Facilities Agreement**”) and made between, *inter alia*, Virgin Media Inc. (formerlyknown as NTL Incorporated) as Ultimate Parent, Virgin Media Finance PLC(formerly known as NTL Cable PLC) as Parent, Virgin Media Investment HoldingsLimited (formerly known as NTL Investment Holdings Limited), TelewestCommunications Networks Limited and VMIH Sub Limited (formerly known as NTLIHSub Limited) as UK Borrowers, Virgin Media Dover LLC (formerly known as NTLDover LLC) as US Borrower, Deutsche Bank AG, London Branch, J.P. Morgan Plc,The Royal Bank of Scotland Plc and Goldman Sachs International as Bookrunnersand Mandated Lead Arrangers, Deutsche Bank AG, London Branch as Facility Agent,Deutsche Bank AG, London Branch as Security Trustee, GE Corporate BankingEurope SAS as Administrative Agent and the financial and other institutionsnamed in it as Lenders. Terms defined in the Facilities Agreement shall havethe same meanings in this Certificate.

I,  **[***name***]**,  a **[**Director/Partner/Officer**]** of **[***name of Obligor***]** of  **[***address***]**  (the **[**“**Company**”/”**Partnership**”**]**)

**CERTIFY** without personal liability, that:

**(a)**                                  attached tothis Certificate marked “**A**” aretrue, correct, complete and up-to-date copies of all documents which contain orestablish or relate to the **[**constitutionof the Company**]**/**[**due formation of the Partnership**]**;

**(b)**                                  attached tothis Certificate marked “**B**” is atrue, correct and complete copy of **[**resolutionsduly passed**]** at **[**a meeting of the Board of Directors**]****[**ameeting of the managers**] [**a meetingof the partners**]**or the equivalentthereof passed a written resolution of the **[**Company/Partnership**]** duly convened and held on **[**        **]** approving the Finance Documents to whichthe **[**Company/Partnership**]** is a party and authorising theirexecution, signature, delivery and performance and such resolutions have notbeen 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 tothis Certificate marked “**D**” is atrue, correct, complete and up-to-date copy of the Alternative Bridge FacilityAgreement, in the agreed form;**]****

**(e)****                                 ****[**attached tothis Certificate marked “**E**” is atrue, correct, complete and up-to-date copy of the Merger Agreement;**]****

**(g)****                                **the entry into andperformance of the Finance Documents by the **[**Company/Partnership**]** will not breach any borrowing,guaranteeing or other indebtedness limit to which the Company is subject otherthan any such limit imposed by the Existing Credit Facilities; and

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**(h)**                                 the followingsignatures are the true signatures of the persons who have been authorised tosign the relevant Finance Documents on behalf of the **[**Company/Partnership**]**and to give notices and communications, (including Utilisation Requests), underor in connection with the Finance Documents on behalf of the **[**Company/Partnership**]**.

| **Name**     | ** ** | **Position** | ** ** | **Signature** |
|--------------|------------|--------------|------------|---------------|
| ** **   | ** ** | ** **   | ** ** | ** **    |
| **[•]** | ** ** | **[•]** | ** ** | **[•]**  |

 

 

 

 
| Signed: |                     |   |
|---------|--------------------------|--------|
|    | Director/Partner/Officer |   |

Date:                    **[**•**]**

 

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 dulyappointed directors of the **[**Company/Partnership**]** and that the signatures of each of themabove are their respective signatures.
| Signed: |                           |   |
|---------|--------------------------------|--------|
|    | [Director/Secretary] [Partner] |   |

 

Date:                    **[**•**]**

** **

 

Notes**:**

*                                         Including for the avoidanceof doubt any partnership agreement.

**                                  Applicable tothe Ultimate Parent only.

245

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###### **PART 4 - VANILLA INITIAL SECURITY DOCUMENTS**

| **No.**    | ** ** | **Name of Security Document**                                                                                                                                                                                                                |
|------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                                                                                                                                                                   |
| **1.**     |       | 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.                                        |

 

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| **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.                                                       |

######  

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###### **PART 5 - VANILLA CONDITIONS SUBSEQUENTDOCUMENTS**

**1.****                                     ****Authorisations and Clearances**

A copy of each NecessaryAuthorisation as is, in the reasonable opinion of counsel to the Lenders,necessary to render the Finance Documents to which the Ultimate Parent, theParent, each Original Obligor and the US Borrower is party legal, valid,binding and enforceable to make the Finance Documents to which the UltimateParent, the Parent, each Original Obligor and the US Borrower is partyadmissible in evidence in such Original Obligor’s jurisdiction of incorporationand in England and to enable the Ultimate Parent, the Parent, such Original Obligorand the US Borrower to perform its obligations thereunder, save in each case,for any registration or recording required for the perfection of the SecurityDocuments and subject to the Reservations (to the extent applicable).

**2.****                                     ****Group Structure Chart**

A copy of a chart showing inall material respects the structure of the Bank Group and the Holding Companiesof the Parent evidencing all material ownership interests thereof as at theMerger Closing Date (including the matters set forth in paragraphs (b),(c) and (d) of Clause 21.19 (*Structure*)),assuming consummation of the Merger.

**3.****                                     ****Existing Encumbrances and Indebtedness**

Evidence satisfactory to theFacility Agent that:

**(a)**                                  all amounts ofprincipal, interest, fees, commissions and any other amounts due andoutstanding under the Existing Credit Facilities and any other agreementsentered into in connection therewith have been repaid in full and allcommitments thereunder have been cancelled and reduced to zero; and

**(b)****                                 **all Existing Encumbrancesset out in Section 1A of Part 1 of Schedule 10 (*Existing Encumbrances*) have been released or discharged.

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###### **PART 6 - BASEBALL CONDITION SUBSEQUENTDOCUMENTS**

**1.****                                     ****Authorisations and Clearances**

A copy of each NecessaryAuthorisation as is, in the reasonable opinion of counsel to the Lenders,necessary to render the Finance Documents to which the Baseball Bidcos areparty legal, valid, binding and enforceable to make the Finance Documents towhich the Baseball Bidcos are party admissible in evidence in such OriginalObligor’s jurisdiction of incorporation and in England and to enable theBaseball Bidcos to perform their obligations thereunder, save in each case, forany registration or recording required for the perfection of the SecurityDocuments and subject to the Reservations (to the extent applicable).

**2.****                                     ****Group Structure Chart**

A copy of a chart showing inall material respects the structure of the Bank Group including the Baseball Group assuming consummation ofthe Baseball Acquisition.

**3.****                                     ****Existing Encumbrances and Indebtedness**

Evidence satisfactory to theFacility Agent that:

**(a)**                                  all amounts ofprincipal, interest, fees, commissions and any other amounts due andoutstanding under the Existing BaseballFacilities and any other agreements entered into in connection therewith havebeen repaid in full and all commitments thereunder have been cancelled andreduced to zero; and

**(b)****                                 **all Encumbrances of the Baseball Group in respect of the ExistingBaseball Facilities have been released or discharged.

**4.             SecurityDocuments**

AnySecurity Documents over all or substantially all of the assets of any AccedingGuarantor that becomes a party to this Agreement pursuant to Clause 3.4 (*Baseball Conditions Subsequent*).

**5.             WhitewashDocuments**

Copies of all WhitewashDocuments relating to each of the Security Documents delivered underparagraph 4 above.

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###### **PART 7 - CONDITIONS PRECEDENT TO C FACILITYUTILISATION**

**1.****                                     ****Corporate Documents**

In relation to the Parentand the Company:

**(a)**                                  a copy of itsup to date constitutional documents, together with a copy of any writtenresolution requested by the Facility Agent relating to  any amendments to such constitutionaldocuments;

**(b)**                                  a copy of aboard resolution of such person approving the execution, delivery andperformance of the Finance Documents to which it is party and the terms andconditions of such Finance Documents and authorising a person or personsidentified by name or office to sign the Finance Documents to which it is partyand any documents to be delivered by such person pursuant to it;

**(c)**                                  a dulycompleted certificate of a duly authorised officer of such person in the formattached in Part 2 of Schedule 3 (*Form ofOfficer’s Certificate*) with such amendments as the Facility Agentmay agree.

**2.****                                     ****Finance Documents**

Originalduly executed copies of:

**(a)**                                  the secondamendment letter relating to this Agreement;

**(b)**                                  the deed ofamendment and restatement relating to the Group Intercreditor Agreement;

**(c)**                                  a deed ofamendment and restatement relating to a share charge agreement dated 3 March2006 made between the Parent and the Security Trustee in relation to the sharesof VMIH; and

**(d)**                                  a deed ofamendment and restatement relating to the assignment of loans dated 3 March2006 made between the Parent and the Security Trustee in relation toreceivables arising under any Financial Indebtedness owed to it by members ofthe Group.

**3.****                                     ****Fees**

Original duly executedcopies of any applicable fees letters and evidence that all fees and expenses(excluding legal fees) due and payable under this Agreement or in connection withthis Agreement as at the date of first Utilisation under the C Facility, thequantum of which have been notified to the Company in writing no less than twoBusiness Days prior to the Utilisation Date, have been paid.

**4.             LegalOpinions**

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 FinanceParties).

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**5.****                                     ****“Know your customer”**

Inrelation to the Parent and the Company, copies of each of the documents listed below:

**(a)**                                  certificate ofincorporation or the local equivalent (including any change of namecertificate(s) since establishment);

**(b)          **memorandum and articles ofassociation, by-laws or the local equivalent;

**(c)          **list of the directors;

**(d)          **extract from the shareregister (or local equivalent) containing a list of the shareholders;

**(e)****                                 **for at least 2 of thedirectors: verification of their identity by delivery of a certified copy oftheir passport or national identity card; verification of their residentialaddress within the last 3 months by delivery of an original or certified copyof a utility bill (excluding mobile telephone bills), bank statement or othercorrespondence addressed to them at their residential address from a localgovernment authority, tax office or similar entity (2 pieces of evidence ofresidential address for each person being identified);

**(f)           **address of the relevantcompany;

**(g)****                                **bank account(s) details(account name, name of bank, address) of the relevant company including a listof signatories to the bank account(s);

**(h)          **commercial register number(or the local equivalent);

**(i)           **most recent boardresolution; and

**(j)**            financial statements,

together with such otherinformation as the C Facility Lenders may require (acting reasonably) for thepurposes of complying with its “Know Your Customer” procedures and incompliance with applicable laws relating to anti-money laundering.

**6.             AlternativeBridge Facility Refinancing**

**(a)**           A certified true copy of theindenture relating to the New High Yield Notes.

**(b)**                                  Evidencesatisfactory to the C Facility Lenders that the New High Yield Notes which werepriced on or about the date on which C Facility Lenders first acceded to thisAgreement will be issued simultaneously with the Utilisation Date with respectto the C Facility and that the proceeds thereof, together with the proceeds ofthe C Facility shall be applied, directly or indirectly, towards repaying alloutstandings and liabilities under and in connection with the Alternative BridgeFacility.

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###### **PART 8 - CONDITIONS PRECEDENT TO B5 FACILITYAND B6 FACILITY UTILISATION**

**1.           CorporateDocuments**

In relation to the UltimateParent, the Parent, each Original Obligor and the US Borrower:

**(a)**                                  in the case ofa company, a copy of its up to date constitutional documents or, in the case ofa partnership, a copy of its up to date partnership agreement, or in eithercase a certificate of an authorised officer of the Company confirming that suchObligors have not:

(i)**                                    **amended theirconstitutional documents in a manner which could reasonably be expected to bematerially adverse to the interests of the Lenders; and

(ii)                                  revoked anyboard, partner and/or shareholders (as applicable) resolutions

in each case since the datethe Obligor’s Certificates in relation to such Obligor were last delivered tothe Facility Agent.

**(b)**                                  a copy of aboard resolution or a manager’s or partner’s resolution of such personapproving the execution, delivery and performance of the Fourth AmendmentLetter and the terms and conditions thereof and authorising a person or personsidentified by name or office to sign the Fourth Amendment Letter and anydocuments to be delivered by such person pursuant to it;

**(c)**                                  a dulycompleted certificate of a duly authorised officer of such person in the formattached in Part 2 of Schedule 3 (*Form ofOfficer’s Certificate*) with such amendments as the Facility Agentmay agree.

**2.****                                     ****Finance Documents**

Originalduly executed copies of the Fourth Amendment Letter.

**3.             Fees**

Evidence that the agreed feespayable by the Company in connection with the utilisation of the B5 Facilityand 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 LeadArrangers on matters of English law;

(b)                                 Fried, Frank,Harris, Shriver & Jacobson (London) LLP, New York legal advisers toObligors on matters of New York law;

in each case as required inaccordance with the provisions of the Fourth Amendment Letter.

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##### **SCHEDULE 5**

###### **PART 1 - FORM OF UTILISATION REQUEST(ADVANCES)**

From:                  **[***Nameof Borrower***]** (the **“Borrower”**)

To:                              Deutsche Bank AG, LondonBranchas Facility Agent

Date:

Dear Sirs

We refer to the facilities agreement dated 3 March2006 (as from time to time amended, varied, novated or supplemented, the “**Facilities Agreement**”) and made between, *inter alia*, Virgin Media Inc. (formerlyknown as NTL Incorporated) as Ultimate Parent, Virgin Media Finance PLC(formerly known as NTL Cable PLC) as Parent, Virgin Media Investment HoldingsLimited (formerly known as NTL Investment Holdings Limited), TelewestCommunications Networks Limited and VMIH Sub Limited (formerly known as NTLIHSub Limited) as UK Borrowers, Virgin Media Dover LLC (formerly known as NTLDover LLC) as US Borrower, Deutsche Bank AG, London Branch, J.P. Morgan Plc,The Royal Bank of Scotland Plc and Goldman Sachs International as Bookrunnersand Mandated Lead Arrangers, Deutsche Bank AG, London Branch as Facility Agent,Deutsche Bank AG, London Branch as Security Trustee, GE Corporate BankingEurope SAS as Administrative Agent and the financial and other institutionsnamed in it as Lenders. Terms defined in the Facilities Agreement shall havethe same meanings in this Certificate.

We, **[**•**]** and **[**•**]**, being authorised signatories of theBorrower named below, give you notice that, pursuant to the FacilitiesAgreement, we wish the Lenders to make an Advance on the following terms:

**(a)**                                  Facility to beused: **[**A/A1/B1/B2/B3/B4/C/RevolvingFacility**]**

**(b)**                                  SterlingAmount: £**[**•**]**

**(c)**                                  Currency: **[**•**]**

**(d)**                                  InterestPeriod/Term: **[**•**]** month**[**s**]**

**(e)**                                  Proposed dateof Advance: **[**•**]** (or if that day is not a Business Day,the next Business Day)

**[**We hereby informyou that as of the date of this Utilisation Request, the following Event ofDefault has occurred and is continuing or would result from the making of thisUtilisation **[***insert details***]**.**]**(2)**[**Weconfirm that, at the date of this Utilisation Request, the RepeatingRepresentations are true in all material respects and no Default is continuingor would result from the Advance to which this Utilisation Request relates.**]**(3)

----

(2)**     **Applicable for RolloverAdvances only.  Insert details ofrelevant Event of Default, if any.

(3)      Not applicable during Vanilla CertainFunds Period or Baseball Certain Funds Period and applicable for any Advanceother than a Rollover Advance.

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The proceeds of this Utilisation should be creditedto **[***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*]** |

 

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###### **PART 2 - FORM OF UTILISATION REQUEST(DOCUMENTARY CREDITS)**

From:                  **[*Name of Borrower*]**

To:          Deutsche Bank AG,London Branchas Facility Agent

and

**[**•**]**as the L/C Bank

Date:

 

Dear Sirs

We refer to the facilities agreement dated 3 March2006 (as from time to time amended, varied, novated or supplemented, the “**Facilities Agreement**”) and made between, *inter alia*, Virgin Media Inc. (formerlyknown as NTL Incorporated) as Ultimate Parent, Virgin Media Finance PLC(formerly known as NTL Cable PLC) as Parent, Virgin Media Investment HoldingsLimited (formerly known as NTL Investment Holdings Limited), TelewestCommunications Networks Limited and VMIH Sub Limited (formerly known as NTLIHSub Limited) as UK Borrowers, Virgin Media Dover LLC (formerly known as NTLDover LLC) as US Borrower, Deutsche Bank AG, London Branch, J.P. Morgan Plc,The Royal Bank of Scotland Plc and Goldman Sachs International as Bookrunnersand Mandated Lead Arrangers, Deutsche Bank AG, London Branch as Facility Agent,Deutsche Bank AG, London Branch as Security Trustee, GE Corporate BankingEurope SAS as Administrative Agent and the financial and other institutionsnamed in it as Lenders.  Terms defined inthe Facilities Agreement shall have the same meanings in this Certificate.

We, **[**•**]** and **[**•**]**, being authorised signatories of theBorrower named below, give you notice that, pursuant to the FacilitiesAgreement, we wish **[***name of L/C Bank***]** to issue a Documentary Credit on the following terms:

**(a)**                                  Name ofBeneficiary: **[**•**]**

**(b)**                                  Address of Beneficiary:**[**•**]**

**(c)**                                  Purposeof/Liabilities to be assured by the Documentary Credit: **[***insertdetails***]**

**(d)**                                  SterlingAmount: £**[**•**]**

**(e)**                                  Currency: **[**•**]**

**(f)**                                    Expiry Date: **[**•**]**month**[**s**]**

**(g)**                                 Proposed dateof issue of Documentary Credit: **[**•**]** (or if that day is not a Business Day,the next Business Day)

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**[**We hereby informyou that as of the date of this Renewal Request, the following Event of Defaulthas occurred and is continuing or would result from the issuance of theDocumentary Credit requested hereunder **[***insert details***]**.**]**(4)

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(4)**          **Applicablefor Renewal Requests only.  Insertdetails of the relevant Event of Default, if any.

**[**We confirm that,at the date of this Utilisation Request, the Repeating Representations are truein all material respects and no Default is continuing or would result from theissuance of the Documentary Credit to which this Utilisation Request relates.**] **(5)

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(5)**          **Applicableto all Utilisation Requests in respect of a Documentary Credit (other than aRenewal Request).

Upon issuance of the Documentary Credit requestedhereunder, please send the Documentary Credit to the Beneficiary at the address shown above, with a copy to **[***insertdetails 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]*** |

** **

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**SCHEDULE 6**

##### **ASSOCIATEDCOSTS RATE**

**1.****                                     ****Associated Costs Rate for an Advance or Unpaid Sum denominated inSterling**

The Associated Costs Ratefor an Advance denominated in Sterling shall be required to be paid tocompensate the Lenders for the cost attributable to such an Advance resultingfrom the imposition from time to time under or pursuant to the Bank of EnglandAct 1998 (the “**BoE Act**”) of arequirement to place non-interest-bearing or Special Deposits (whether interestbearing or not) with the Bank of England calculated by reference to liabilitiesused to fund the Advance.

Such Associated Costs Rateshall be the rate determined by the Facility Agent to be equal to thearithmetic mean (rounded upward, if necessary, to 4 decimal places) of therespective rates notified by each Reference Bank to the Facility Agent as therate resulting from the application (as appropriate) of the following formulae:

where on the day ofapplication of a formula:

X                                       is thepercentage of Eligible Liabilities (in excess of any stated minimum) byreference to which that Reference Bank is required under or pursuant to the BoEAct to maintain cash ratio deposits with the Bank of England;

L                                         is LIBORapplicable to the relevant Advance;

S                                         is the level ofinterest bearing Special Deposits, expressed as a percentage of EligibleLiabilities, which that Reference Bank is required to maintain by the Bank ofEngland (or other United Kingdom governmental authorities or agencies); and

D                                       is thepercentage rate per annum payable by the Bank of England to that Reference Bankon Special Deposits.

(X, L, S and D shall beexpressed 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 Dfrom L shall be counted as zero.)

If any Reference Bank failsto notify any such rate to the Facility Agent, the Associated Costs Rate shallbe determined on the basis of the rate(s) notified to the Facility Agent by theremaining Reference Bank(s).

The Associated Costs Rateattributable to an Advance or Unpaid Sum for any period, for the purposes ofthis paragraph 1, shall be calculated at or about 11.00 a.m. on the firstday of that period for the duration of that period.

The determination of theAssociated Costs Rate in relation to any period, under this paragraph 1,shall, in the absence of manifest error, be conclusive and binding on theparties to this Agreement.

If there is any change incircumstance (including the imposition of alternative or additionalrequirements) which in the reasonable opinion of the Facility Agent renders orwill render either of the above formulae (or any element of the formulae, orany defined term used in the 

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formulae) inappropriate orinapplicable, the Facility Agent (following consultation with the Borrower andthe Lenders) shall be entitled to vary the same by giving notice to theparties.  Any such variation shall, inthe absence of manifest error, be conclusive and binding on the parties to thisAgreement and shall apply from the date specified in such notice.

**2.****                                     ****Associated Costs Rate for an Advance or Unpaid Sum denominated in acurrency other than Sterling**

**2.1**                               The Associated Costs Rate inrespect of any Advance denominated in a currency other than Sterling shall berequired to be paid if, whether now or in the future, either:

**(a)**                                  a requirementto pay fees is imposed by the Financial Services Authority under the FeesRegulations; or

**(b)**                                  a reserverequirement is imposed by the Central European Bank;

which, in either case, isapplied to any Lender (and would be applied generally to Lenders or financialinstitutions of a similar nature to that Lender) as a consequence of itsentering into and/or performing its obligations under this Agreement and/orassuming or maintaining a commitment under this Agreement and/or making one ormore Advances hereunder. If, as a result, that Lender’s effective return on itsoverall capital is reduced, the Borrower agrees to reimburse that Lender forsuch Associated Costs Rate.

Such Associated Costs Rateshall be the rate determined by the Facility Agent to be equal to thearithmetic mean (rounded upward, if necessary, to 4 decimal places) of therespective rates notified by each Reference Bank to the Facility Agent as therate resulting from the application (as appropriate) of the following formulae:

where on the day ofapplication of a formula:

E                                         is designed tocompensate Lenders for amounts payable under the Fees Rules and is calculatedby the Facility Agent as being the average of the most recent rates of chargesupplied by the Reference Banks to the Agent pursuant to paragraph 2.3below and expressed in pounds per £1,000,000.

**2.2****                              **In the eventthat paragraph 2.1 applies, each Lender may submit a certificate settingout a calculation of the Associated Costs Rate claimed by it to the FacilityAgent by no later than the date falling ten Business Days after the end of eachRelevant Period (the “**Certificate Period**”).The Facility Agent will notify the Borrower of the amount claimed by each suchLender within five Business Days after the end of the relevant CertificationPeriod and the Borrower shall reimburse that Lender for the amount claimedwithin three Business Days after the date of such notification.

**2.3****                              **If requested bythe Facility Agent, each Reference Bank shall, as soon as practicable afterpublication by the Financial Services Authority, supply to the Facility Agent,the rate of charge payable by that Reference Bank to the Financial ServicesAuthority pursuant to the Fees Rules in respect of the relevant financial yearof the Financial Services Authority (calculated for this purpose by thatReference Bank as being the average of the Fee Tariffs applicable to thatReference Bank for that financial year) and expressed in pounds per £1,000,000of the Tariff Base of that Reference Bank.

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**3.****                                     ****Definitions**

Forthe purposes of this Schedule 6:

“**Eligible Liabilities**” and “**SpecialDeposits**” have the meanings given to those terms under or pursuantto the BoE Act or by the Bank of England (as may be appropriate), on the day ofthe application of the formula.

“**Fees Rules**” means the rules on periodic fees contained in theFSA Supervision Manual or such other law or regulation as may be in force fromtime to time in respect of the payment of fees for the acceptance of deposits.

“**Fees Regulations**” means, as appropriate,either.

**(a)**                                  the BankingSupervision (Fees) Regulations 2000; or

**(b)**                                  such regulationsas may be in force from time to time relating to the payment of fees forBanking supervision after 31 March 2001.

“**Relevant Period**” is, as appropriate:

**(a)**           the period beginning on the OriginalExecution Date and ending on the 31 December 2006, or

**(b)**                                  each subsequentperiod of six months starting on the previous day of the preceding period andending on 30 June or, as the case may be, 31 December; and

**(c)**                                  the periodshorter than six months which starts on the 30 June or 31 December in acalendar year and ends on the Final Maturity Date falling within that calendaryear.

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##### **SCHEDULE7**

###### **PART 1 - FORM OF ACCESSION NOTICE**

**THIS ACCESSION NOTICE** is enteredinto on **[**•**]** by **[*insert name of Holding Company*] (**“**Holdco**”**)]*/*[[*insert name of Subsidiary*]****(the “**Subsidiary**”)**]** and **[**VirginMedia Finance PLC (formerly known as NTL Cable PLC) (the “**Parent**”)**]****[**Virgin Media Investment HoldingsLimited (formerly known as NTL Investment Holdings Limited) (the “**Company**”)**]**by way of a deed in favour of the Facility Agent, the Mandated Lead Arrangersand the Lenders (each as defined in the Facilities Agreement referred tobelow).

**BACKGROUND**

**(A)**                               We refer to thefacilities 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, VirginMedia Investment Holdings Limited (formerly known as NTL Investment HoldingsLimited), 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, LondonBranch, J.P. Morgan Plc, The Royal Bank of Scotland Plc and Goldman SachsInternational as Bookrunners and Mandated Lead Arrangers, Deutsche Bank AG,London Branch as Facility Agent, Deutsche Bank AG, London Branch as SecurityTrustee, GE Corporate Banking Europe SAS as Administrative Agent and thefinancial and other institutions named in it as Lenders. Terms defined in theFacilities Agreement shall have the same meanings in this Certificate.

**(B)****                              ****[**The Subsidiaryis required to accede to the Facilities Agreement as an Acceding Guarantorpursuant to Clause 3.1 (*VanillaConditions Precedent*) and Clause 26.2 (*Acceding Guarantors*).**]**

***OR***

**[**The Company hasrequested that the Subsidiary becomes an Acceding Borrower and an AccedingGuarantor pursuant to Clause 26.1 (*AccedingBorrowers*) of the Facilities Agreement.**]**

***OR***

**[**The Company hasrequested that the Subsidiary become an Acceding Guarantor pursuant toClause 26.2 (*Acceding Guarantors*)of the Facilities Agreement.**]**

***OR***

**[**The Company hasrequested that Holdco becomes a party to this Agreement as the Ultimate Parentpursuant to Clause 26.3 (*AccedingHolding Company*) of the Facilities Agreement.**]**

**NOW THIS DEED WITNESS AS FOLLOWS:**

**1.**                                      Terms definedin the Facilities Agreement have the same meanings in this Accession Notice.

**2.**                                      **[**The Subsidiary/Holdco**]** isa company **[***or specify any other type of entity***]****dulyincorporated, established or organised under the laws of **[***insertrelevant jurisdiction***]**.

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**3.**                                      **[**The Subsidiary/Holdco**]**confirms that it has received from the Company a true and up-to-date copy ofthe Facilities Agreement and the other Finance Documents.

**4.**                                      **[**The Subsidiary/Holdco**]** undertakes, upon its becoming a **[**party to the FacilitiesAgreement/Borrower/Guarantor**]**, toperform 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 theFacilities Agreement, **[**the GroupIntercreditor Agreement**]**, **[**the HYD Intercreditor Agreement**]**(6)and the other Finance Documents in all respects as if it had been an originalparty to them as **[**a Borrower**] [**a****Guarantor**] [**the Ultimate Parent**]**.(7)

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(6)      Delete if inapplicable 

(7)                                  Insertany legal limitations on guarantee, if applicable.

**5.**                                      The Company:

**(a)**                                  repeats theRepeating Representations identified as being made by it under Clause 21 (*Representations and Warranties*) upon thedate **[**the Subsidiary / Holdco**]** accedes to the Facilities Agreement; and

**(b)**                                  confirms thatno Default **[**(other than anyDefault 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 AccessionNotice)**]** is continuing or willoccur as a result of **[**theSubsidiary/Holdco**]** becoming an **[**Acceding Borrower/an Acceding Guarantor/ aparty to this Agreement**]**.

**6.**                                      **[**The Subsidiary makes, in relation toitself, the representations and warranties expressed to be made by a Guarantorin Clause 21 (Representations*andWarranties*) of the Facilities Agreement.**]**(8)

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(8)                                  OriginalGuarantors only.

***OR***

**[**The Subsidiarymakes, in relation to itself, the Repeating Representations expressed to bemade by a Borrower in Clause 21 (*Representationsand Warranties*) of the Facilities Agreement**]**

***OR***

**[**TheSubsidiary makes, in relation to itself, the Repeating Representationsexpressed to be made by a Guarantor in Clause 21 (*Representations and Warranties*) of theFacilities Agreement**]**(9)

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(9)**          **AccedingGuarantors, after the Merger Closing Date only.

***OR***

**[**Holdcomakes, in relation to itself, the Repeating Representations expressed to bemade by the Ultimate Parent in Clause 21 (*Representationsand Warranties*) of the Facilities Agreement**]**(10)

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(10)**        **AccedingHoldco only.

**7.**                                      **[**The Subsidiary hereby represents that it is subject to or ispotentially liable to US Federal Income Taxes or its members or shareholdersare liable or potentially liable to US Federal 

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Income Taxes in respect of its net income or profitand upon its accession to the Facilities Agreement as an Acceding Guarantor, itwill be a Restricted Guarantor.**]**(11)

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(11)         Restricted Guarantors only.

**8.**             **[[**TheSubsidiary/Holdco**]** confirms thatit has appointed **[**Virgin MediaInvestment Holdings Limited (formerly known as NTL Investment Holdings Limited)**]** to be its process agent for the purposesof accepting service of Proceedings on it.**]**(12)

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(12)**        **Non-Englishentities only

**9.**                                      **[**TheSubsidiary/Holdco**]**’s administrativedetails for the purposes of the Facilities Agreement are as follows:

Address:

Contact:

Telephone No:

Fax No:

**10.**                               This AccessionNotice and the rights, benefits and obligations of the parties under thisAccession Notice shall be governed by and construed in accordance with EnglishLaw.

This Accession Notice has been executed as a Deed bythe Borrower and **[**the Parent / TheSubsidiary / Holdco**]** and signed bythe Facility Agent on the date written at the beginning of this AccessionNotice.

** **
| **[****THE SUBSIDIARY**                | ** **   |                                   |   |
|----------------------------------------|--------------|----------------------------------------|--------|
| ** **                             |         |                                   |
| **EXECUTED**as a**DEED**by             |         |                                   |
| **[*Name of Subsidiary*]****acting  by |         |                                   |
| *** ***                           |         |                                   |
| Director                               | )            |                                   |   |
|                                   | *** *** | [*insert name of director*]            |
| Director/Secretary                     | )            |                                   |   |
|                                   | *** *** | [*insert name of director/secretary*]] |

 

***OR***
| **[****HOLDCO**                           | ** **   |                                   |   |
|-------------------------------------------|--------------|----------------------------------------|--------|
| ** **                                |         |                                   |
| **EXECUTED**as a**DEED**by                |         |                                   |
| **[*Insert Name of Holdco*]****acting  by |         |                                   |
| *** ***                              |         |                                   |
| Director                                  | )            |                                   |   |
|                                      | *** *** | [*insert name of director*]            |
| Director/Secretary                        | )            |                                   |   |
|                                      | *** *** | [*insert name of director/secretary*]] |

 

262

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| **THE COMPANY**                                                                                   | ** **   |                                  |   |
|---------------------------------------------------------------------------------------------------|--------------|---------------------------------------|--------|
| ** **                                                                                        |         |                                  |
| **EXECUTED**as a**DEED**by                                                                        |         |                                  |
| **VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED  (FORMERLY KNOWN AS NTL 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:                                  |

 

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###### **PART 2 - ACCESSION DOCUMENTS**

**1.****                                     ****Corporate Documents**

In relation to the proposedAcceding Group Company:

**(a)**                                  a copy of itsup-to-date constitutional documents;

**(b)**                                  a boardresolution or a manager’s resolution or a partner’s resolution of such personapproving the execution and delivery of the relevant Accession Notice, itsaccession to the Facilities Agreement as an Acceding Guarantor, AccedingHolding Company or Acceding Borrower, as applicable, and the performance of itsobligations under the Finance Documents and authorising a person or personsidentified by name or office to sign such Accession Notice and any otherdocuments to be delivered by it pursuant thereto;

**(c)**                                  to the extentlegally necessary, a copy of a shareholders’ resolution of all the shareholdersof such person approving the execution, delivery and performance of the FinanceDocuments to which it is a party and the terms and conditions to it; and

**(d)**                                  a dulycompleted certificate, of a duly authorised officer of such personsubstantially in the form of Part 2 of Schedule 4 (*Form of Officer’s Certificate*).

**2.****                                     ****Legal Opinions**

Suchlegal opinions as the Facility Agent may reasonably require of such legaladvisers as may be acceptable to the Facility Agent, as to:

**(a)**                                  the dueincorporation, capacity and authorisation of the relevant Acceding GroupCompany; and

**(b)**                                  the relevantobligations to be assumed by the relevant Acceding Group Company under theFinance Documents to which it is a party being legal, valid, binding andenforceable against it,

in each case, under therelevant laws of the jurisdiction of organisation or establishment of suchAcceding Group Company, as the case may be.

**3.****                                     ****Necessary Authorisations**

A copy of any NecessaryAuthorisation as is in, the reasonable opinion of counsel to the Lendersnecessary to render the Finance Documents to which the relevant Acceding GroupCompany, is or is to be party legal, valid, binding and enforceable to make theFinance Documents to which the relevant Acceding Group Company is or is to beparty admissible in evidence in such Acceding Group Company’s jurisdiction ofincorporation and (if different) in England and to enable such Acceding GroupCompany to perform its obligations thereunder, as a matter of law save, in thecase of any Acceding Guarantor or Acceding Borrower, for any registrations orrecordings required for the perfection of the Security Documents and subject tothe Reservations (to the extent applicable).

**4.****                                     ****Security Documents**

In the case of an AccedingGuarantor or Acceding Borrower, at least 2 original copies of any SecurityDocuments required by the Facility Agent, acting reasonably in accordance withthe terms of this Agreement duly executed by the proposed Acceding Guarantor orAcceding 

264

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Borrower together with alldocuments required to be delivered pursuant to it provided the AccedingGuarantor or Acceding Borrower shall be under no obligation to procure thegranting of Security over any shares, in receivables owed by, or any otherinterest in any Bank Group Excluding Subsidiary or Project Company.

**5.****                                     ****Process Agent**

Written confirmation fromany process agent referred to in the relevant Accession Notice that it acceptsits appointment as process agent.

**6.             FinancialStatements**

The latest annual auditedfinancial statements of the relevant Acceding Group Company, if any.

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##### **SCHEDULE 8**

##### **FORM OF COMPLIANCE CERTIFICATE**

To:                              Deutsche BankAG, London Branch

asFacility Agent

**[***Date***]**

Dear Sirs

**Certificate in respect ofthe [*insert details of relevant testingperiod*] ended [*insert relevantQuarter Date*] (the “Certification Date”)**

We refer to the facilities agreement dated 3 March2006 (as from time to time amended, varied, novated or supplemented, the “**Facilities Agreement**”) and made between, *inter alia*, Virgin Media Inc. (formerlyknown as NTL Incorporated) as Ultimate Parent, Virgin Media Finance PLC(formerly known as NTL Cable PLC) as Parent, Virgin Media Investment HoldingsLimited (formerly known as NTL Investment Holdings Limited), TelewestCommunications Networks Limited and VMIH Sub Limited (formerly known as NTLIHSub Limited) as UK Borrowers, Virgin Media Dover LLC (formerly known as NTLDover LLC) as US Borrower, Deutsche Bank AG, London Branch, J.P. Morgan Plc,The Royal Bank of Scotland Plc and Goldman Sachs International as Bookrunnersand Mandated Lead Arrangers, Deutsche Bank AG, London Branch as Facility Agent,Deutsche Bank AG, London Branch as Security Trustee, GE Corporate BankingEurope SAS as Administrative Agent and the financial and other institutionsnamed in it as Lenders. Terms defined in the Facilities Agreement shall havethe same meanings in this Compliance Certificate.

**1.**                                      This ComplianceCertificate is provided in accordance with paragraph (a) ofClause 22.5 (*Compliance Certificates*)of the Facilities Agreement.

**2.**             We, **[**•**]**and**[**•**]**(13), being dulyauthorised signatories of the Company as at the date of this ComplianceCertificate, confirm that the financial covenants contained in Clause 23 (*Financial Condition*) of the FacilitiesAgreement 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*)):

----

(13)    At least one of whom shall be a FinancialOfficer

**(a)**                                  The ratio ofConsolidated Net Debt to Consolidated Operating Cashflow for the period endingon the Certification Date was **[**•**]**.

**(b)**                                  The ratio ofConsolidated Operating Cashflow to Consolidated Total Net Cash Interest Payablefor the period ending on the Certification Date was **[**•**]**.

**(c)**                                  The ratio ofBank Group Cash Flow to Consolidated Debt Service for the period ending on theCertification Date was **[**•**]**.

**3.            **Inaddition, we confirm that Bank Group Consolidated Revenues for the financialyear ended **[•]** was £**[•]**. (14)

----

(14)    Applicable only for Compliance Certificateto be delivered with annual financial information of the Bank Group.

**4.****                                     **The information contained inthe Attached Working Paper has been prepared on the basis of the sameinformation and methodology used to prepare the appropriate financialinformation.

**5.            **The80% Security Test was satisfied as at the Certification Date. (15)

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(15)    Applicable only for Compliance Certificateto be delivered with annual financial information of the Bank Group.

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**6.**                                      We furtherconfirm that no Default is continuing as at the Certification Date.

**7.**                                      This ComplianceCertificate is given by the authorised signatories of the Company named belowand is given without personal liability.

Yours faithfully,

 
|                                                                                                                                                                  |   |                                                                                                                                                        |   |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
| Authorised  Signatory 

for and on  behalf of****

**VIRGIN  MEDIA INVESTMENT HOLDINGS**

**LIMITED  (FORMERLY KNOWN AS NTL**

**INVESTMENT  HOLDINGS LIMITED)** |   | Authorised Signatory 

for and on behalf of****

**VIRGIN MEDIA INVESTMENT HOLDINGS**

**LIMITED (FORMERLY KNOWN AS NTL**

**INVESTMENT HOLDINGS LIMITED)** |

** **

267

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##### **SCHEDULE 9**

###### **PART 1 - MEMBERS OF THE BANK GROUP**

**NTL**

ANDOVER CABLEVISION LIMITED

ANGLIA CABLE COMMUNICATIONS LIMITED

BERKHAMSTED PROPERTIES & BUILDING CONTRACTORSLIMITED

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

268

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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

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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

270

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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

271

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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

272

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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 COMPANYLIMITED

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

273

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SWINDON CABLE LIMITED

TAMWORTH CABLE COMMUNICATIONS LIMITED

VIRGIN MEDIA DIRECTORS LIMITED (FORMERLY KNOWN ASNTL DIRECTORS LIMITED)

VIRGIN MEDIA DOVER LLC (FORMERLY KNOWN AS NTL DOVERLLC)

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED (FORMERLYKNOWN AS NTL INVESTMENT HOLDINGS LIMITED)

VIRGIN MEDIA LIMITED (FORMERLY KNOWN AS NTL GROUPLIMITED)

VIRGIN MEDIA SECRETARIES LIMITED (FORMERLY KNOWN ASNTL SECRETARIES LIMITED)

VIRGIN NET LIMITED

VISION NETWORKS SERVICES UK LIMITED

VMIH SUB LIMITED (FORMERLY KNOWN AS NTLIH SUBLIMITED)

WESSEX CABLE LIMITED

WINSTON INVESTORS LLC

WORKPLACE TECHNOLOGIES TRUSTEES COMPANY LIMITED

XL DEBT RECOVERY AGENCY LIMITED

X-TANTLIMITED

** **

**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

274

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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

275

----

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

276

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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

277

----

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 AS FLEXTECHTELEVISION 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 JOINTVENTURES**

EDINBURGH CABLE LIMITED PARTNERSHIP

AVON CABLE JOINT VENTURE

AVON CABLE LIMITED PARTNERSHIP

COTSWOLDS CABLE LIMITED PARTNERSHIP

TELEWEST COMMUNICATIONS (COTSWOLDS) VENTURE

ESTUARIES CABLE LIMITED PARTNERSHIP

278

----

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

279

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###### **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                        |

 

280

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| 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       |

281

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| 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                       |

282

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| 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                      |

283

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| 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 AS FLEXTECH 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                                                        |

284

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| 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      |

 

** **

285

----

###### **PART 3 - MEMBERS OF THE NTL GROUP**

ANDOVER CABLEVISION LIMITED

ANGLIA CABLE COMMUNICATIONS LIMITED

BEARSDEN NOMINEES, INC

BERKHAMSTED PROPERTIES & BUILDING CONTRACTORSLIMITED

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

286

----

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

287

----

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

288

----

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

289

----

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

NTLMICROCLOCK SERVICES LIMITED

290

----

NTLMIDLANDS 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

291

----

NTL UK TELEPHONE AND CABLE TV HOLDING COMPANYLIMITED

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 KNOWNAS NTL COMMUNICATIONS LIMITED)

VIRGIN MEDIA DIRECTORS LIMITED (FORMERLY KNOWN AS NTLDIRECTORS LIMITED)

VIRGIN MEDIA DOVER LLC (FORMERLY KNOWN AS NTL DOVERLLC)

VIRGIN MEDIA FINANCE PLC (FORMERLY KNOWN AS NTLCABLE PLC)

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED (FORMERLYKNOWN AS NTL INVESTMENT HOLDINGS LIMITED)

VIRGIN MEDIA LIMITED (FORMERLY KNOWN AS NTL GROUPLIMITED)

VIRGIN MEDIA SECRETARIES LIMITED (FORMERLY KNOWN ASNTL 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 SUBLIMITED)

WESSEX CABLE LIMITED

WINSTON INVESTORS LLC

WORKPLACE TECHNOLOGIES TRUSTEES COMPANY LIMITED

292

----

XL DEBT RECOVERY AGENCY LIMITED

X-TANT LIMITED

** **

293

----

##### **SCHEDULE 10**

##### **EXISTING ENCUMBRANCES**

###### **PART 1 - EXISTING ENCUMBRANCES**

***1A.******                            ******Existing Encumbrances required to be discharged on orimmediately after first Utilisation:***
| ***No.*** |   | ***Name  of Security Document***                                                                                                                                                                                                                                                                                                           |
|-----------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.        |   | 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.  |

 

294

----

 
| 11. |   | 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. |

 

295

----

 
| 24. |   | 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.                                                |

 

296

----

 
| 38. |   | 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.                                                       |

 

297

----

 
| 50. |   | 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.                                                                                                 |

 

298

----

 
| 66. |   | 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**                            | ** ** | **SUMMARY**                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|---------------------------------|------------|----------|------------|--------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Cable 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) |

 

299

----

 
| CHARGOR                           | ** ** | **DATE** | ** ** | **BENEFICIARY**                            | ** ** | **SUMMARY**                                                                                                                                                                                                                                                                                                                                                                                |
|-----------------------------------|------------|----------|------------|--------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| General 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 |

 

300

----

 
| The 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 Documents**                                                                                                                                                                                                                                                                  |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ** **                                                                                                                                                                                                                                                                               |
| 1.     | 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 Guarantors |
|   |                                                                                                                                                                                                                                                                                     |
| 2.     | 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.                                                                                                                |

 

301

----

 
| 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 Documents**                                                                                                                                                                                                                                                                                                                                                                                                   |
|    | ** **                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 1.      | 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.                                                                                                                           |

 

** **

302

----

| 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]*

303

----

* *
| **CHARGOR**                                                                                                                                                         | ** ** | **DATE**                                       | ** ** | **BENEFICIARY**                                                                                                                 | ** ** | **SUMMARY**                                                                                                | ** ** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                                                                                                                          | ** ** | ** **                                     | ** ** | ** **                                                                                                                      | ** ** | ** **                                                                                                 | ** ** |
| NTL (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)

                                                     |       |
|                                                                                                                                                                |       |                                           |       |                                                                                                                            |       |                                                                                                       |       |
| NTL (South East) Ltd  (formerly known as CWC  (South East) Ltd)                                                                                                     |       | 06.05.97                                       |       | NatWest  Specialist  Finance                                                                                                    |       | Collateral  accounts  security assignment.  Part satisfied                                                 |       |
|                                                                                                                                                                |       |                                           |       |                                                                                                                            |       |                                                                                                       |       |
| NTL Kirklees                                                                                                                                                        |       | (i)  31.01.97  (ii) 06.08.97                   |       | (i) National  Westminster Plc

 

(ii) National  Westminster Plc                                                           |       | (i) Charges over  credit balances

(ii) Charges over  credit balances                                      |       |
|                                                                                                                                                                |       |                                           |       |                                                                                                                            |       |                                                                                                       |       |
| NTL South Wales Limited                                                                                                                                             |       | (i)  31.01.97

(ii)  04.06.97

(iii)  06.08.97 |       | (i) National  Westminster Bank  Plc

(ii) National  Westminster Bank  Plc

(iii) National  Westminster Bank  Plc                |       | (i) Charges over  credit balances

(ii) Charges over  credit balances

(iii) Charges over  credit balances |       |
|                                                                                                                                                                |       |                                           |       |                                                                                                                            |       |                                                                                                       |       |
| Cable  Tel Surrey &  Hampshire Limited                                                                                                                          |       | 06.08.97                                       |       | National  Westminster  Bank Plc                                                                                                 |       | Charges  over credit  balances                                                                             |       |
|                                                                                                                                                                |       |                                           |       |                                                                                                                            |       |                                                                                                       |       |
| Cable  Tel Herts & Beds  Limited                                                                                                                                |       | 06.08.97                                       |       | National  Westminster  Bank Plc                                                                                                 |       | Charges  over credit  balances                                                                             |       |
|                                                                                                                                                                |       |                                           |       |                                                                                                                            |       |                                                                                                       |       |
| NTL  South Central  Limited                                                                                                                                         |       | 14.12.93                                       |       | Uberior  Nominees  (Gulliver D.P.U.T.)  Limited                                                                                 |       | Deed  of deposit                                                                                           |       |
|                                                                                                                                                                |       |                                           |       |                                                                                                                            |       |                                                                                                       |       |
| Metro  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  arrangement                                                                              |       |
|                                                                                                                                                                |       |                                           |       |                                                                                                                            |       |                                                                                                       |       |
| CableTel  (Northern  Ireland) Limited                                                                                                                               |       | (i)  06.08.97

(ii)  17.10.97                  |       | (i) National  Westminster  Bank  Plc

(ii) Chase Manhattan  International  Limited (now  known as J.P.  Morgan Europe  Limited) |       | (i) Charge over  deposit

(ii)  Debenture                                                                  |       |
|                                                                                                                                                                     |            |                                                |            |                                                                                                                                 |            |                                                                                                            |            |  |

304

----

 
| NTL Midlands Limited |   | 27.09.94 |   | National  Westminster  Bank Plc |   | Legal  Mortgage                                                                                                                                                                                                                                                                               |   |
|----------------------|--------|----------|--------|---------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                 |   |     |   |                            |   |                                                                                                                                                                                                                                                                                          |   |
| Cable 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  L29756                |   |
|                 |   |     |   |                            |   |                                                                                                                                                                                                                                                                                          |   |
| Cable 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 |   |

305

----

 
| Cable 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  361617 |   |
|----------------------|--------|----------|--------|--------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                 |   |     |   |               |   |                                                                                                                                                                                                                                                                               |   |
| Cable 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        |   |

306

----

 
| Eurobell (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 |   |

307

----

 
| Eurobell (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 Agreement |   |
|-------------------------------|--------|----------|--------|------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                          |   |     |   |             |   |                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
| Eurobell (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                                                                                                                                                                   |   |

308

----

 
| Sheffield  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,  Sheffield                                                        |   |
|------------------------------------------|--------|----------|--------|--------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                     |   |     |   |               |   |                                                                                                                                                                                                                                                                                                     |   |
| Sheffield 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 |   |

309

----

 
| TCN                                           |   | 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  thereon |   |
|-----------------------------------------------|--------|----------|--------|---------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                          |   |     |   |                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| Telewest 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                                                                                                                                           |   |

310

----

 
| Telewest 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 Company |   |
|-----------------------------------------------|--------|----------|--------|----------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                          |   |     |   |                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                |   |
| The 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             |   |

311

----

 
| The 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 deposit |   |
|------------------------------------|--------|----------|--------|----------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                               |   |     |   |                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
| Windsor 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                                                                                                       |   |

312

----

 
| Yorkshire 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:  WYK510647 |   |
|-----------------------------------------|--------|----------|--------|--------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                    |   |     |   |               |   |                                                                                                                                                                                                                                                                                                                                                                                   |   |
| Yorkshire 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                                                              |   |

313

----

 
| Yorkshire 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  Yorkshire               |   |
|----------------------------------------------------|--------|----------|--------|----------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                               |   |     |   |                                   |   |                                                                                                                                                                                                                                                                                                         |   |
| Yorkshire 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,  Bradford |   |
|                                               |   |     |   |                                   |   |                                                                                                                                                                                                                                                                                                         |   |
| Ed Stone Limited  (Company no. 4170969)            |   | 12.12.02 |   | Abbey  National  Treasury Services PLC |   | Charge  over Cash  Deposit                                                                                                                                                                                                                                                                                   |   |
|                                               |   |     |   |                                   |   |                                                                                                                                                                                                                                                                                                         |   |
| Flextech Satellite  Investments Limited  (2710978) |   | 27.08.97 |   | Toronto-Dominion  Bank                 |   | Charge and  Assignment over  shares in UK Living                                                                                                                                                                                                                                                             |   |
|                                               |   |     |   |                                   |   |                                                                                                                                                                                                                                                                                                         |   |

 

314

----

###### **PART 2 - EXISTING LOANS**

**NTL**
| ** **                                                  | ** ** | ** **                        | ** ** | **Balance in GBP as at** |
|-------------------------------------------------------------|------------|-----------------------------------|------------|--------------------------|
| ** **                                                  | ** ** | ** **                        | ** ** | **31 December 2005**     |
| **Company name  (Creditor)**                                | ** ** | **Balance (Debtor)**              | ** ** | **(US GAAP)**            |
| NTL (CWC) Limited                                           |       |                              |       |                     |
|                                                        |       | NTL (South Hertfordshire) Limited |       | 46,201,430               |
|                                                        |       |                              |       |                     |
| Virgin  Media Limited (formerly known as ntl Group Limited) |       |                              |       | 315,737                  |
|                                                        |       | NTL (South Hertfordshire) Limited |       |                     |
| **Total**                                                   | ** ** | ** **                        |       | **GBP 46,517,167**  |

 

**TELEWEST**
| **Company name (Creditor)**                                            | ** ** | **Balance (Debtor)**            | ** ** | **Balance in GBP as at**31 December 2005  (US GAAP) | ** ** |
|----------------------------------------------------------------------------------|------------|--------------------------------------|------------|----------------------------------------------------------------------------------------|------------|
| Flextech  (1992) Ltd                                                             |       | Actions  Stations (Lakeside) Limited |       | 5,879,915.00                                                                           |       |
|                                                                             |       |                                 |       |                                                                                   |       |
| Flextech  (1992) Limited                                                         |       | Fleximedia  Limited                  |       | 64,045.00                                                                              |       |
|                                                                             |       |                                 |       |                                                                                   |       |
| Flextech  Media Holdings Limited                                                 |       | Fleximedia  Limited                  |       | 28,238.00                                                                              |       |
|                                                                             |       |                                 |       |                                                                                   |       |
| Virgin  Media Television Limited (formerly known as Flextech Television Limited) |       | Flextech  Home Shopping Limited      |       | 18,184,361.00                                                                          |       |
|                                                                             |       |                                 |       |                                                                                   |       |
| Flextech  (1992) Limited                                                         |       | Flextech  Home Shopping Limited      |       | 13,400,563.57                                                                          |       |
|                                                                             |       |                                 |       |                                                                                   |       |
| Yorkshire  Cable Communications Limited                                          |       | Flextech  Limited                    |       | 98,050.36                                                                              |       |
|                                                                             |       |                                 |       |                                                                                   |       |
| Flextech  Video Games Limited                                                    |       | Flextech  Limited                    |       | 2,925,695.10                                                                           |       |
|                                                                             |       |                                 |       |                                                                                   |       |
| Flextech  Communications Limited                                                 |       | Flextech  Limited                    |       | 11,169.40                                                                              |       |
|                                                                             |       |                                 |       |                                                                                   |       |
| Flextech  Rights Limited                                                         |       | Flextech  Limited                    |       | 1,872,000.00                                                                           |       |
|                                                                             |       |                                 |       |                                                                                   |       |
| IVS  Cable Holdings Limited  (Jersey)                                            |       | Flextech  Limited                    |       | 60.00                                                                                  |       |

 

315

----

 
| Flextech  IVS Limited                                                            |   | Flextech  Limited                                            |       | 2,823,729.00               |       |
|----------------------------------------------------------------------------------|--------|--------------------------------------------------------------|------------|----------------------------|------------|
|                                                                             |   |                                                         |       |                       |       |
| Telewest  Communications Networks Limited                                        |   | Virgin  Media Inc. (formerly known as  Telewest Global Inc.) |       | 6,873,505.17               |       |
|                                                                             |   |                                                         |       |                       |       |
| Yorkshire  Cable Communications Limited                                          |   | Smashedatom  Limited                                         |       | 50.00                      |       |
|                                                                             |   |                                                         |       |                       |       |
| Virgin  Media Television Limited (formerly known as Flextech Television Limited) |   | Smashedatom  Limited                                         |       | 40.00                      |       |
|                                                                             |   |                                                         |       |                       |       |
| Yorkshire  Cable Communications Limited                                          |   | Telewest  Communications Holdco Limited                      |       | 1,545,208.21               |       |
|                                                                             |   |                                                         |       |                       |       |
| Virgin  Media Television Limited (formerly known as Flextech Television Limited) |   | Telewest  Communications Holdco Limited                      |       | 1,535,057.65               |       |
|                                                                             |   |                                                         |       |                       |       |
| Yorkshire  Cable Communications Limited                                          |   | Telewest  UK Limited                                         |       | 2,108,120.75               |       |
|                                                                             |   |                                                         |       |                       |       |
| **Total**                                                                        |   |                                                         | ** ** | **GBP 57,349,808.21** | ** ** |

 

316

----

###### **PART 3 - EXISTING FINANCIAL INDEBTEDNESS**

**NTL**

1.             ExistingNTL Senior Credit Facilities Agreement;

2.             ExistingHigh Yield Notes

3.                                       Lease Agreementdated 18 July 1999 between (1) Broadband Ventures Limited and (2) WestminsterCable Company Limited;

4.                                       Lease Agreementdated 18 July 1999 between (1) Broadband Ventures Limited and (2) NTL MiltonKeynes Limited (Milton Keynes Cable TV Network);

5.                                       Lease Agreementdated 18 July 1999 between (1) Broadband Ventures Limited and (2) NTL MiltonKeynes Limited (Narrowband Cable TV Network);

6.                                       Lease Agreementdated 1999 between (1) Broadband Ventures Limited and (2) Comtel CoventryLimited;

7.                                       Lease Agreementdated 17 April 1991 between (1) British Telecommunications Plc and (2) SwindonCable Limited;

8.                                       Master LeaseAgreement dated 28 April 1999 between (1) Cisco Systems Capital and (2) X-TantLimited;

9.                                       Purchase Leaseand Support Agreement (undated) between (1) Telebit Communications AS and (2)X-Tant Limited;

10.                                 Master RentalAgreement dated 27 April 1999 between (1) GE Capital Equipment Finance Limitedand (2) X-Tant Limited;

11.                                 A Finance Leasedated 31 March 1995 between (1) Nortel Limited and (2) Cambridge Cable Limited;

12.           ExistingTelewest Senior Credit Facilities Agreement;

13.           ExistingTelewest Second Lien Credit Facility Agreement; and

14.           ExistingFlextech Senior Credit Facilities Agreement.

317

----

**TELEWEST**
| **Closing balance in GBP**                                  | ** ** | **31 December  2005  (US GAAP)** | ** ** |
|----------------------------------------------------------------------------|------------|--------------------------------------------|------------|
| **Existing Financial  Indebtedness:**                                      |       |                                       |       |
| *Property mortgages*                                                       |       |                                       |       |
| Yorkshire Cable  Communications Ltd Treasury Loan with Barclays Bank       |       | 445,500                                    |       |
| Sheffield Cable  Communications Ltd Treasury Loan with Barclays Bank       |       | 875,911                                    |       |
| Sheffield Cable  Communications Ltd Treasury Loan with Barclays Bank       |       | 2,717,679                                  |       |
| Yorkshire Cable  Communications Ltd Commercial Mortgage with Barclays Bank | * *   | *5**79,817*                                | * *   |
| Cable London Ltd Medium  Term Loan with Barclays Bank                      |       | 453,552                                    |       |
| **Total**                                                                  | ** ** | **5,072,458**                              | ** ** |
|                                                                       |       |                                       |       |
| Finance lease creditors  (details set out in Part 7 of this schedule)      | ** ** | **97,269,591**                             | ** ** |

 

318

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###### **PART 4 - EXISTING PERFORMANCE BONDS**

**NTL EXISTING PERFORMANCE BONDS**

 
| ** **                             | ** ** | ** ** | ** ** | ** **      | ** ** | **Start** | ** ** | **Expiry** | ** ** | **Cash**  |
|----------------------------------------|------------|------------|------------|-----------------|------------|-----------|------------|------------|------------|-----------|
| **Company Name**                       | ** ** | **Surety** | ** ** | **Value - GBP** | ** ** | **Date**  | ** ** | **Date**   | ** ** | **Cover** |
| NTL Glasgow                            |       | NatWest    |       | £          | 214,750.00 |      | 13/08/1997 |       | Open Ended |      | Y |
|                                   |       |       |       |            |       |      |       |       |       |      |
| NTL Glasgow                            |       | NatWest    |       | £          | 146,671.00 |      | 13/08/1997 |       | Open Ended |      | Y |
|                                   |       |       |       |            |       |      |       |       |       |      |
| NTL Glasgow                            |       | NatWest    |       | £          | 113,000.00 |      | 13/08/1997 |       | Open Ended |      | Y |
|                                   |       |       |       |            |       |      |       |       |       |      |
| NTL Glasgow                            |       | NatWest    |       | £          | 124,424.00 |      | 13/08/1997 |       | Open Ended |      | Y |
|                                   |       |       |       |            |       |      |       |       |       |      |
| NTL Glasgow                            |       | NatWest    |       | £          | 146,778.00 |      | 13/08/1997 |       | Open Ended |      | Y |
|                                   |       |       |       |            |       |      |       |       |       |      |
| Cabletel Herts & Beds Ltd          |       | NatWest    |       | £          | 165,000.00 |      | 13/08/1997 |       | Open Ended |      | Y |
|                                   |       |       |       |            |       |      |       |       |       |      |
| Cabletel Herts & Beds Ltd          |       | NatWest    |       | £          | 151,054.00 |      | 13/08/1997 |       | Open Ended |      | Y |
|                                   |       |       |       |            |       |      |       |       |       |      |
| Cabletel Herts & Beds Ltd          |       | NatWest    |       | £          | 160,710.00 |      | 13/08/1997 |       | Open Ended |      | Y |
|                                   |       |       |       |            |       |      |       |       |       |      |
| Cabletel Herts & Beds Ltd          |       | NatWest    |       | £          | 183,922.00 |      | 13/08/1997 |       | Open Ended |      | Y |
|                                   |       |       |       |            |       |      |       |       |       |      |
| Cabletel Northern Ireland Ltd          |       | NatWest    |       | £          | 239,963.00 |      | 13/08/1997 |       | Open Ended |      | Y |
|                                   |       |       |       |            |       |      |       |       |       |      |
| NTL South Wales Ltd.                   |       | NatWest    |       | £          | 179,737.00 |      | 13/08/1997 |       | Open Ended |      | Y |
|                                   |       |       |       |            |       |      |       |       |       |      |
| NTL South Wales Ltd.                   |       | NatWest    |       | £          | 136,500.00 |      | 13/08/1997 |       | Open Ended |      | Y |
|                                   |       |       |       |            |       |      |       |       |       |      |
| NTL South Wales Ltd.                   |       | NatWest    |       | £          | 183,500.00 |      | 13/08/1997 |       | Open Ended |      | Y |
|                                   |       |       |       |            |       |      |       |       |       |      |
| NTL South Wales Ltd.                   |       | NatWest    |       | £          | 142,917.00 |      | 13/08/1997 |       | Open Ended |      | Y |
|                                   |       |       |       |            |       |      |       |       |       |      |
| Cabletel Surrey & Hampshire        |       | NatWest    |       | £          | 190,000.00 |      | 13/08/1997 |       | Open Ended |      | Y |
|                                   |       |       |       |            |       |      |       |       |       |      |
| NTL (Southampton & Eastleigh) Ltd. |       | NatWest    |       | £          | 100,000.00 |      |       |       | Open Ended |      | Y |
|                                   |       |       |       |            |       |      |       |       |       |      |
| NTL South London Ltd                   |       | NatWest    |       | £          | 83,000.00  |      |       |       | Open Ended |      | Y |
|                                   |       |       |       |            |       |      |       |       |       |      |
| NTL South London Ltd                   |       | NatWest    |       | £          | 83,000.00  |      |       |       | Open Ended |      | Y |

 

319

----

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

 

**TELEWEST EXISTING PERFORMANCE BONDS**

** **
| ** **                | ** ** | ** ** | ** ** | ** **           | ** ** | **Start** | ** ** | **Expiry** | ** ** | **Cash**  |
|---------------------------|------------|------------|------------|----------------------|------------|-----------|------------|------------|------------|-----------|
| **Company Name**          | ** ** | **Surety** | ** ** | **Value — GBP** | ** ** | **Date**  | ** ** | **Date**   | ** ** | **Cover** |
| Eurobell (Sussex) Ltd     |       | Lloyds     |       | £               | 157,933.48 |      | Unknown    |       |       |      | Y |
|                      |       |       |       |                 |       |      |       |       |       |      |
| Eurobell (South West) Ltd |       | Lloyds     |       | £               | 209,254.64 |      | Unknown    |       |       |      | Y |

 

320

----

 
| Eurobell (West Kent) Ltd             |   | Lloyds   |   | £ | 156,327.73   |   | Unknown    |   |        |   | Y      |
|--------------------------------------|--------|----------|--------|--------|--------------|--------|------------|--------|-------------|--------|--------|
|                                 |   |     |   |   |         |   |       |   |        |   |
| Birmingham Cable Ltd                 |   | RBS      |   | £ | 75,000.00    |   | 30/11/2000 |   |        |   | N      |
|                                 |   |     |   |   |         |   |       |   |        |   |
| Telewest Communications Group Ltd    |   | Barclays |   | £ | 35,000.00    |   | 05/07/2002 |   | 01/07/2005  |   | N      |
|                                 |   |     |   |   |         |   |       |   |        |   |
| Telewest Ltd                         |   | Barclays |   | £ | 1,500,000.00 |   | 01/06/2002 |   | 25/07/2006  |   | N      |
|                                 |   |     |   |   |         |   |       |   |        |   |
| Telewest Communications Group Ltd    |   | Barclays |   | £ | 20,000.00    |   | 13/11/2000 |   | Open  Ended |   | N      |
|                                 |   |     |   |   |         |   |       |   |        |   |
| Telewest Communications Networks Ltd |   | Barclays |   | £ | 250,000.00   |   | 31/08/2001 |   | 30/09/2005  |   | N      |
|                                 |   |     |   |   |         |   |       |   |        |   |
| Telewest Communications Networks Ltd |   | Barclays |   | £ | 700,000.00   |   | 29/09/2004 |   | Open  Ended |   | Y      |
|                                 |   |     |   |   |         |   |       |   |        |   |
| Telewest Communications Group Ltd    |   | Barclays |   | £ | 1,459,750.09 |   | 04/08/2005 |   | 04/08/2008  |   | N      |
|                                 |   |     |   |   |         |   |       |   |        |   |
| Sit-up Ltd                           |   | RBS      |   | £ | 823,000.00   |   | 01/08/2005 |   | Various     |   | N      |
|                                 |   |     |   |   |         |   |       |   |        |   |
|                                 |   |     |   | £ | ,586,265.94  |   |       |   |        |   |   |

 

321

----

###### **PART 5 - EXISTING UKTV GROUP LOAN STOCK**

**TELEWEST/FLEXTECH**

1.                                       The variablerate unsecured loan stock in a principal amount of £97,000,000 issued toFlextech Digital Broadcasting Limited by the BBC Joint Venture (UK ChannelManagement Limited).

2.                                       The floatingrate redeemable unsecured loan stock issued by UK Gold in a principal amount of£12,517,000 to Cox Programming Limited ((now Flextech Satellite InvestmentsLimited) and transferred to Flextech IVS Limited and then subsequentlytransferred to United Artists Investments Limited) and in a principal amount of£8,942,653 to United Artists Investments Limited.

3.                                       Thenon-interest bearing unsecured loan stock in a principal amount of £18,000,000issued by the UK Gold Joint Venture (UK Gold Holdings Limited) to FlextechLimited (formerly Flextech plc) (and transferred to United Artists InvestmentsLimited).

4.                                       The variablerate 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 aprincipal amount of £20,300,000 in each case issued by the UK Gold JointVenture (UK Gold Holdings Limited) to Flextech Limited (formerly Flextech plc)(and, in each case, transferred to United Artists Investments Limited).

5.                                       The variablerate unsecured loan stock of a principal amount of £36,000,000 issued by the UKGold Joint Venture (UK Gold Holdings Limited) to Flextech Limited (formerlyFlextech plc) (and transferred to United Artists Investments Limited).

6.                                       The variablerate unsecured loan stock issued, or to be issued, to United ArtistsInvestments Limited by the UK Gold Joint Venture (UK Gold Holdings Limited) inconnection with the funding from time to time of the UK Gold Joint Venture.

7.                                       The £50 millionunsecured variable rate loan stock to be issued to Flextech Broadband Limitedpursuant to the loan stock instrument constituted in respect of UKTV NewVentures dated 15 July 2004.

8.                                       The £21 millionloan stock contemplated by the 15 July 2004 letter agreement between FlextechBroadband Limited and BBC Worldwide Limited to be issued to Flextech BroadbandLimited by UKTV Interactive Limited.

9.                                       £20 millionCumulative and £13.75 million non-cumulative, non-voting preference sharesissued by UK Gold Holdings Limited.

322

----

###### **PART 6 - EXISTING HEDGING AGREEMENTS**

**NTL**
| Existing Hedge  Counterparty/Contact Details                                                                                                                                                                                                                            | ** ** | **Existing Hedge Agreements**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| BNP 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. |

 

323

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| Existing Hedge  Counterparty/Contact Details                                                                                                                                                                                                                          | ** ** | **Existing Hedge Agreements**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Barclays 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

 

324

----

TELEWEST
| Existing Hedge  Counterparty/Contact Details                                                                                                                                                                                                                                                                                                                                                                                                                             | ** ** | **Existing Hedge Agreements**                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| JPMorgan 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 million |
| The 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  CanaryWharf  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.                                                                                                                                                                 |

 

325

----

 
| Existing Hedge  Counterparty/Contact Details                                                                                                                                                                                                                                              | ** ** | **Existing Hedge Agreements**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| HSBC 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 million

                                                                                                                                    |
| Barclays 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 million

  |
| ABN 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 million

                                                                                                                                                                                                                                                                                                         |
| Fortis 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 million

                                                                                                                                                                                                                                                                                                |
| Societe 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                                                                                                                                                                                                                                                                                                                                                                                    |
| Tel:        +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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

 

326

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

##### ** **

327

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##### ** **

##### **SCHEDULE11FORM OF L/C BANK ACCESSION CERTIFICATE**

To:                              Deutsche BankAG, London Branch

cc:                                 **[**Virgin Media Investment Holdings Limited (formerly known as NTLInvestment Holdings Limited)**]**

From:                  **[***L/CBank***]**

Date:

Dear Sirs

**1.**                                      We refer to thefacilities agreement dated 3 March 2006 (as from time to time amended, varied,novated or supplemented, the “**FacilitiesAgreement**”) and made between, *interalia*, Virgin Media Inc. (formerly known as NTL Incorporated) asUltimate Parent, Virgin Media Finance PLC (formerly known as NTL Cable PLC) asParent, Virgin Media Investment Holdings Limited (formerly known as NTLInvestment Holdings Limited), Telewest Communications Networks Limited and VMIHSub Limited (formerly known as NTLIH Sub Limited) as UK Borrowers, Virgin MediaDover 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 SachsInternational as Bookrunners and Mandated Lead Arrangers, Deutsche Bank AG,London Branch as Facility Agent, Deutsche Bank AG, London Branch as SecurityTrustee, GE Corporate Banking Europe SAS as Administrative Agent and thefinancial and other institutions named in it as Lenders. Terms defined in theFacilities Agreement shall have the same meanings in this Certificate.

**2.****                                     **This L/C Bank AccessionCertificate is delivered pursuant to Clause 5.11 (*Appointment and Change of L/C Bank*) of theFacilities Agreement.

**3.****                                     ****[***Name of L/C Bank***]** undertakes, upon its becoming an L/C Bank, to perform all theobligations expressed to be undertaken under the Facility Agreement and theFinance Documents by an L/C Bank and agrees that it shall be bound by theFacilities Agreement and the other Finance Documents in all respects as if ithad 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 addressof the office having the beneficial ownership of our participation in theFacilities Agreement (if different from the above) is:

Address:

Fax No:

Contact:                 **]**

328

----

**5.****                                     **This L/C BankAccession Certificate shall be governed by English law.

Forand on behalf of**[Name of L/C Bank]**

** **

329

----

##### **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 thisirrevocable non-transferable documentary credit (“**Documentary Credit**”) in your favour on the following terms andconditions:

**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)

----

(16) This may need to be amended depending on thecurrency of payment under the Documentary Credit.

“**Demand**” means a demand for payment under this DocumentaryCredit 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 Beneficiarymay request a drawing or drawings under this Documentary Credit by giving tothe L/C Bank a duly completed Demand.  ADemand must be received by the L/C Bank on or before **[**·**]** p.m. (**[**London**]**time) on the Expiry Date.

**(b)**                                  Subject to theterms of this Documentary Credit, the L/C Bank unconditionally and irrevocablyundertakes to the Beneficiary that, within **[**10**]** Business Days of receipt by it of aDemand, it will pay to the Beneficiary the amount demanded in that Demand.

**(c)**                                  The L/C Bankwill not be obliged to make a payment under this Documentary Credit if as aresult the aggregate of all payments made by it under this Documentary Creditwould exceed the Total L/C Amount.

**3.****                                     ****Expiry**

**(a)**                                  The L/C Bankwill 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 theobligations of the L/C Bank under this Documentary Credit are released.

**(b)**                                  Unlesspreviously released under paragraph (a) above, at **[**·**]** p.m. (**[**London**]**time) on the Expiry Date the obligations of the L/C Bank under this DocumentaryCredit will 

330

----

cease with no furtherliability on the part of the L/C Bank except for any Demand validly presentedunder the Documentary Credit before that time that remains unpaid.

**(c)**                                  When the L/CBank is no longer under any further Obligations under this Documentary Credit,the Beneficiary must promptly return the original of this Documentary Credit tothe L/C Bank.

**4.****                                     ****Payments**

All payments under thisDocumentary Credit shall be made in **[**·**]** and for value on the due date to the account of the Beneficiaryspecified in the Demand.

**5.****                                     ****Delivery of Demand**

Each Demand shall be inwriting, and, unless otherwise stated, may be made by letter, fax or telex andmust be received in legible form by the L/C Bank at its address and by theparticular department or officer (if any) as follows:

**[**·**]**

**6.****                                     ****Assignment**

The Beneficiary’s rightsunder this Documentary Credit may not be assigned or transferred.

**7.****                                     ****UCP**

Except to the extent it isinconsistent with the express terms of this Documentary Credit, thisDocumentary Credit is subject to the Uniform Customs and Practice forDocumentary Credits (1993 Revision), International Chamber of CommercePublication No. 500.

**8.****                                     ****Governing Law**

This Documentary Credit isgoverned by English law.

**9.****                                     ****Jurisdiction**

The courts of England haveexclusive jurisdiction to settle any disputes arising out of or in connectionwith this Documentary Credit.

Yours faithfully,

**[L/C Bank]**

By:

331

----

**FORM OF DEMAND**

To:                              **[**L/C Bank**]**

Dear Sirs,

**Non-transferable IrrevocableDocumentary Credit No. [**·**] issued infavour of [*name of beneficiary*](the “Documentary Credit”)**

We refer to the Documentary Credit.  Terms defined in the Documentary Credit havethe same meaning when used in this Demand.

**1.**                                      We certify thatthe sum of **[**·**]** is due **[**and has remainedunpaid for at least **[**·**]** Business Days**]****[**under **[**setout underlying contract or agreement**]]**.  We therefore demand payment of the sum of **[**·**]**.

**2.**                                      Payment shouldbe made to the following account:Name:

Account Number:

Bank:

**3.**                                      The date ofthis Demand is not later than the Expiry Date.

Yours faithfully,

(Authorised Signatory)                                                                                                                                                                                                                    (AuthorisedSignatory)

For**[Beneficiary]**

332

----

**SCHEDULE 13**

##### **PROFORMA BANK GROUP FINANCIAL STATEMENTS**

*Bank Group Estimated Consolidated Balance Sheet*
| ***£ millions***                                                  | ** ** | ** **                  | ** ** | ** **   | ** ** | ** **        | ** ** | ** **          | ** ** |
|-----------------------------------------------------------------------------|------------|-----------------------------|------------|--------------|------------|-------------------|------------|---------------------|------------|
| *** ***                                                                | ** ** | ** **                  | ** ** | ** **   | ** ** | ** **        | ** ** | ** **          | ** ** |
| ***Unaudited***                                                             | ** ** | ** **                  | ** ** | ** **   | ** ** | ** **        | ** ** | ** **          | ** ** |
| *** ***                                                                | ** ** | ** **                  | ** ** | ** **   | ** ** | ** **        | ** ** | ** **          | ** ** |
| ***Proforma***                                                              | ** ** | **Ultimate**                | ** ** | ** **   | ** ** | ** **        | ** ** | ** **          | ** ** |
| ** **                                                                  | ** ** | **Parent at end** | ** ** | **Excluded** | ** ** | **Consolidation** | ** ** | **Proforma**        | ** ** |
| *** ***                                                                | ** ** | **of period (1)** | ** ** | **Group**    | ** ** | **adjustment**    | ** ** | **Bank Group** | ** ** |
| *** ***                                                                |       |                        |       |         |       |              |       |                |       |
| **Assets**                                                                  |       |                        |       |         |       |              |       |                |       |
| Current Assets                                                              |       |                        |       |         |       |              |       |                |       |
| Cash and Cash equivalents                                                   |       |                        |       |         |       |              |       |                |       |
| Restricted Cash                                                             |       |                        |       |         |       |              |       |                |       |
| Marketable securities                                                       |       |                        |       |         |       |              |       |                |       |
| Accounts receivable - trade less allowance for  doubtful accounts           |       |                        |       |         |       |              |       |                |       |
| Prepaid expense and other assets                                            |       |                        |       |         |       |              |       |                |       |
| Other current assets                                                        |       |                        |       |         |       |              |       |                |       |
|                                                                        |       |                        |       |         |       |              |       |                |       |
| Total current assets                                                        |       |                        |       |         |       |              |       |                |       |
|                                                                        |       |                        |       |         |       |              |       |                |       |
| Fixed Assets,  net                                                          |       |                        |       |         |       |              |       |                |       |
| Reorganisation  value in excess of amounts allocable to identifiable assets |       |                        |       |         |       |              |       |                |       |
| Customer Lists  Net                                                         |       |                        |       |         |       |              |       |                |       |
| Intangible  assets, net                                                     |       |                        |       |         |       |              |       |                |       |
| Investments in  and loans to affiliates, net                                |       |                        |       |         |       |              |       |                |       |
| Other assets net  of accumulated amortisation                               |       |                        |       |         |       |              |       |                |       |
| ** **                                                                  |       |                        |       |         |       |              |       |                |       |
| **Total assets**                                                            |       |                        |       |         |       |              |       |                |       |
| ** **                                                                  |       |                        |       |         |       |              |       |                |       |
| **Liabilities  and shareholders’ equity (deficit)**                    |       |                        |       |         |       |              |       |                |       |
| Current  liabilities                                                        |       |                        |       |         |       |              |       |                |       |
| Accounts payable                                                            |       |                        |       |         |       |              |       |                |       |
| Accrued expenses                                                            |       |                        |       |         |       |              |       |                |       |
| Interest payable                                                            |       |                        |       |         |       |              |       |                |       |
| Deferred revenue                                                            |       |                        |       |         |       |              |       |                |       |
| Other current liabilities                                                   |       |                        |       |         |       |              |       |                |       |
| Current portion of long term debt                                           |       |                        |       |         |       |              |       |                |       |
|                                                                        |       |                        |       |         |       |              |       |                |       |
| Total current liabilities                                                   |       |                        |       |         |       |              |       |                |       |
|                                                                        |       |                        |       |         |       |              |       |                |       |
| Long term debt  net of current portion                                      |       |                        |       |         |       |              |       |                |       |
|                                                                        |       |                        |       |         |       |              |       |                |       |
| Other long term  liabilities                                                |       |                        |       |         |       |              |       |                |       |
| Deferred income  taxes                                                      |       |                        |       |         |       |              |       |                |       |
| Commitments and  contingent liabilities                                     |       |                        |       |         |       |              |       |                |       |
| Shareholders’  equity (deficit)                                        |       |                        |       |         |       |              |       |                |       |
| Series preferred stock                                                      |       |                        |       |         |       |              |       |                |       |
| Common Stock                                                                |       |                        |       |         |       |              |       |                |       |
| Additional paid in capital                                                  |       |                        |       |         |       |              |       |                |       |
| Treasury/Stock                                                              |       |                        |       |         |       |              |       |                |       |
| Unearned stock-based compensation                                           |       |                        |       |         |       |              |       |                |       |
| Accumulated other comprehensive income (loss)                               |       |                        |       |         |       |              |       |                |       |
| Accumulated (deficit)                                                       |       |                        |       |         |       |              |       |                |       |
|                                                                        |       |                        |       |         |       |              |       |                |       |
| Total shareholders’ equity (deficit)                                   |       |                        |       |         |       |              |       |                |       |
|                                                                        |       |                        |       |         |       |              |       |                |       |
| **Total liabilities and  shareholders’ equity (deficit)**              |       |                        |       |         |       |              |       |                |       |

----

(1)             Fromfinancial statements delivered under clause 22.1(a) of this Agreement

333

----

***Bank Group Estimated Consolidated StatementOf Operations***
| ***£ millions***                   | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **          | ** ** |
|----------------------------------------------|------------|---------------|------------|---------------------|------------|-----------------|------------|--------------|------------|-------------------|------------|---------------------|------------|
| *** ***                                 | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **          | ** ** |
| ***Unaudited***                              | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **          | ** ** |
| ** **                                   | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **          | ** ** |
| ***Proforma***                               | ** ** | ** **    | ** ** | **Pre-**            | ** ** | **Pre-**        | ** ** | ** **   | ** ** | ** **        | ** ** | ** **          | ** ** |
| ** **                                   | ** ** | ** **    | ** ** | **acquisition**     | ** ** | **acquisition** | ** ** | ** **   | ** ** | ** **        | ** ** | ** **          | ** ** |
| ** **                                   | ** ** | ** **    | ** ** | **Merger**          | ** ** | **results**     | ** ** | ** **   | ** ** | ** **        | ** ** | ** **          | ** ** |
| ** **                                   | ** ** | **Ultimate**  | ** ** | **results of** | ** ** | **Virgin**      | ** ** | **Excluded** | ** ** | **Consolidation** | ** ** | **Proforma**        | ** ** |
| ** **                                   | ** ** | **Parent(1)** | ** ** | **TCN(2)**          | ** ** | **Mobile(3)**   | ** ** | **Group**    | ** ** | **adjustment**    | ** ** | **Bank Group** | ** ** |
| ** **                                   | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **          | ** ** |
|                                         |       |          |       |                |       |            |       |         |       |              |       |                |       |
| **Revenue**                                  |       |          |       |                |       |            |       |         |       |              |       |                |       |
|                                         |       |          |       |                |       |            |       |         |       |              |       |                |       |
| **Costs  and expenses**                      |       |          |       |                |       |            |       |         |       |              |       |                |       |
| Operating costs (excluding depreciation)     |       |          |       |                |       |            |       |         |       |              |       |                |       |
| Selling, general and administrative expenses |       |          |       |                |       |            |       |         |       |              |       |                |       |
| Other charges                                |       |          |       |                |       |            |       |         |       |              |       |                |       |
| Depreciation                                 |       |          |       |                |       |            |       |         |       |              |       |                |       |
| Amortisation                                 |       |          |       |                |       |            |       |         |       |              |       |                |       |
|                                         |       |          |       |                |       |            |       |         |       |              |       |                |       |
|                                         |       |          |       |                |       |            |       |         |       |              |       |                |       |
| ** **                                   |       |          |       |                |       |            |       |         |       |              |       |                |       |
| **Operating  (loss)**                        |       |          |       |                |       |            |       |         |       |              |       |                |       |
|                                         |       |          |       |                |       |            |       |         |       |              |       |                |       |
| **Other  income (expense)**                  |       |          |       |                |       |            |       |         |       |              |       |                |       |
| Interest income and other, net               |       |          |       |                |       |            |       |         |       |              |       |                |       |
| Interest expense                             |       |          |       |                |       |            |       |         |       |              |       |                |       |
| Loss on extinguishment of debt               |       |          |       |                |       |            |       |         |       |              |       |                |       |
| Share of (losses) from equity investments    |       |          |       |                |       |            |       |         |       |              |       |                |       |
| Other gains (losses)                         |       |          |       |                |       |            |       |         |       |              |       |                |       |
| Foreign currency transaction gains (losses)  |       |          |       |                |       |            |       |         |       |              |       |                |       |
|                                         |       |          |       |                |       |            |       |         |       |              |       |                |       |
| **(Loss)  before income taxes**              |       |          |       |                |       |            |       |         |       |              |       |                |       |
| Income tax  (expense) benefit                |       |          |       |                |       |            |       |         |       |              |       |                |       |
|                                         |       |          |       |                |       |            |       |         |       |              |       |                |       |
| **Net (loss)**                               |       |          |       |                |       |            |       |         |       |              |       |                |       |

----

(1) From financialstatements delivered under clause 22.1(a) of this Agreement

(2) Reflects results of TCNfor periods only on or before date of the Merger

(3) Reflects results atBaseball for periods only on or before Baseball Effective Date, upon completionof Baseball Acquisition

334

----

***Bank Group Estimated Consolidated Statement ofCashflows***
| *£ millions* | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
|------------------------|------------|---------------|------------|---------------------|------------|-----------------|------------|--------------|------------|-------------------|------------|--------------|------------|
| *** ***           | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ***Unaudited***        | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| *** ***           | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ***Proforma***         | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | **Pre**             | ** ** | **Pre-**        | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | **acquisition**     | ** ** | **acquisition** | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | **Merger**          | ** ** | **results**     | ** ** | ** **   | ** ** | ** **        | ** ** | **Proforma** | ** ** |
| ** **             | ** ** | **Ultimate**  | ** ** | **results of** | ** ** | **Virgin**      | ** ** | **Excluded** | ** ** | **Consolidation** | ** ** | **Bank**     | ** ** |
| ** **             | ** ** | **Parent(1)** | ** ** | **TCN(2)**          | ** ** | **Mobile(3)**   | ** ** | **Group**    | ** ** | **adjustment**    | ** ** | **Group**    | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |
| ** **             | ** ** | ** **    | ** ** | ** **          | ** ** | ** **      | ** ** | ** **   | ** ** | ** **        | ** ** | ** **   | ** ** |

----

(1) From financialstatements delivered under clause 22.1(a) of this Agreement

(2) Reflects results of TCNfor periods only on or before date of the Merger

(3)Reflects results at Baseball for periods only on or before Baseball EffectiveDate, upon completion of Baseball Acquisition.

** **

335

----

##### **SCHEDULE 14**

##### **PRO FORMA BUDGET INFORMATION**

 

**BUDGET**

**UK Bank Group**

(£ in millions)

 
| ** **                     | ** ** | ** **        | ** ** | **2007** | ** ** | ** ** | ** ** | **2008** | ** ** |
|--------------------------------|------------|-------------------|------------|----------|------------|------------|------------|----------|------------|
| **INCOME 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                 |       | £   | —     |       | £     | —   |       | £ | — |   | £ | — |   | £ | — |   | £ | — |   |
|                           |       |              |       |     |       |       |       |     |       |   |   |   |   |   |   |
| Depreciation and  Amortisation |       | c                 |       | £   | —     |       | £     | —   |       | £ | — |   | £ | — |   | £ | — |   | £ | — |   |
|                           |       |              |       |     |       |       |       |     |       |   |   |   |   |   |   |
| EBIT                           |       |              |       | £   | —     |       | £     | —   |       | £ | — |   | £ | — |   | £ | — |   | £ | — |   |

 

336

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| ** **                        | ** ** | ** ** | ** ** | **2007** | ** ** | ** ** | ** ** | **2008** | ** ** |
|-----------------------------------|------------|------------|------------|----------|------------|------------|------------|----------|------------|
| **CASH FLOW STATEMENT** | ** ** | ** ** | ** ** | **Q1**   | ** ** | **Q2**     | ** ** | **Q3**   | ** ** | **Q4** | ** ** | **2005** | ** ** | **Q1** | ** ** |
|                              |       |       |       |     |       |       |       |     |       |   |   |   |   |   |   |
| Segment 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                  |       |       |       | £   | —     |       | £     | —   |       | £ | — |   | £ | — |   | £ | — |   | £ | — |   |

 

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| ** **                                           | ** ** | ** ** | ** ** | **2007**   | ** ** | ** ** | ** ** | **2008**   | ** ** |
|------------------------------------------------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|
| **BALANCE SHEET**                               | ** ** | ** ** | ** ** | **Q1**     | ** ** | **Q2**     | ** ** | **Q3**     | ** ** | **Q4** | ** ** | **2005** | ** ** | **Q1** | ** ** |
|                                                 |       |       |       |       |       |       |       |       |       |   |   |   |   |   |   |
| Cash                                                 |       | 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: |

 

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|                                                                                                                                                      |
|------------------------------------------------------------------------------------------------------------------------------------------------------|
| 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                                                 |
|                                                                                                                                                 |

** **

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