<PAGE>   1


                                                                     Exhibit 4.1
================================================================================
                                                                  EXECUTION COPY









                            NTL COMMUNICATIONS CORP.




                                Euro 200,000,000



                          12-3/8% SENIOR NOTES DUE 2008




                            ------------------------

                                    INDENTURE

                          Dated as of January 24, 2001

                            ------------------------



                            ------------------------

                            The Chase Manhattan Bank

                                     Trustee

                            ------------------------















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                                       2

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                                                   TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                           Page

<S>                     <C>                                                                                <C>
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE........................................................1

   SECTION 1.01.        DEFINITIONS..........................................................................1
   SECTION 1.02.        OTHER DEFINITIONS...................................................................15
   SECTION 1.03.        INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT...................................16
   SECTION 1.04.        RULES OF CONSTRUCTION...............................................................16

ARTICLE 2. THE NOTES........................................................................................17

   SECTION 2.01.        FORM AND DATING.....................................................................17
   SECTION 2.02.        EXECUTION AND AUTHENTICATION........................................................19
   SECTION 2.03.        REGISTRAR AND PAYING AGENT..........................................................19
   SECTION 2.04.        PAYING AGENT TO HOLD MONEY IN TRUST.................................................20
   SECTION 2.05.        HOLDER LISTS........................................................................20
   SECTION 2.06.        TRANSFER AND EXCHANGE...............................................................20
   SECTION 2.07.        REPLACEMENT NOTES...................................................................25
   SECTION 2.08.        OUTSTANDING NOTES...................................................................26
   SECTION 2.09.        TREASURY NOTES......................................................................26
   SECTION 2.10.        TEMPORARY NOTES; GLOBAL NOTES.......................................................26
   SECTION 2.11.        CANCELLATION........................................................................27
   SECTION 2.12.        DEFAULTED INTEREST..................................................................27

ARTICLE 3. REDEMPTION.......................................................................................27

   SECTION 3.01.        NOTICES TO TRUSTEE..................................................................27
   SECTION 3.02.        [RESERVED]..........................................................................28
   SECTION 3.03.        NOTICE OF REDEMPTION................................................................28
   SECTION 3.04.        EFFECT OF NOTICE OF REDEMPTION......................................................28
   SECTION 3.05.        DEPOSIT OF REDEMPTION PRICE.........................................................28
   SECTION 3.06.        [RESERVED]..........................................................................29
   SECTION 3.07.        OPTIONAL TAX REDEMPTION.............................................................29
   SECTION 3.08.        MANDATORY REDEMPTION................................................................29
   SECTION 3.09.        ASSET SALE OFFER AND PURCHASE OFFER.................................................29

ARTICLE 4. COVENANTS........................................................................................32

   SECTION 4.01.        PAYMENT OF NOTES....................................................................32
   SECTION 4.02.        REPORTS.............................................................................32
   SECTION 4.03.        COMPLIANCE CERTIFICATE..............................................................32
   SECTION 4.04.        STAY, EXTENSION AND USURY LAWS......................................................33
   SECTION 4.05.        CORPORATE EXISTENCE.................................................................33
   SECTION 4.06.        TAXES...............................................................................34
   SECTION 4.07.        LIMITATIONS ON LIENS................................................................34
   SECTION 4.08.        INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK..........................34
   SECTION 4.09.        RESTRICTED PAYMENTS.................................................................36
   SECTION 4.10.        ASSET SALES.........................................................................39
   SECTION 4.11.        TRANSACTIONS WITH AFFILIATES........................................................41
   SECTION 4.12.        DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED SUBSIDIARIES..........43
   SECTION 4.13.        CHANGE OF CONTROL...................................................................44
   SECTION 4.14.        PAYMENT OF ADDITIONAL AMOUNTS.......................................................44

ARTICLE 5. SUCCESSORS.......................................................................................46

   SECTION 5.01.        MERGER, CONSOLIDATION OR SALE OF ASSETS.............................................46
   SECTION 5.02.        SUCCESSOR CORPORATION SUBSTITUTED...................................................47
</TABLE>


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<TABLE>
<CAPTION>
                                                                                                           Page
<S>                     <C>                                                                                <C>
ARTICLE 6. DEFAULTS AND REMEDIES............................................................................47

   SECTION 6.01.        EVENTS OF DEFAULT...................................................................47
   SECTION 6.02.        ACCELERATION........................................................................49
   SECTION 6.03.        OTHER REMEDIES......................................................................49
   SECTION 6.04.        WAIVER OF PAST DEFAULTS.............................................................49
   SECTION 6.05.        CONTROL BY MAJORITY.................................................................49
   SECTION 6.06.        LIMITATION ON SUITS.................................................................50
   SECTION 6.07.        RIGHTS OF HOLDERS TO RECEIVE PAYMENT................................................50
   SECTION 6.08.        COLLECTION SUIT BY TRUSTEE..........................................................50
   SECTION 6.09.        TRUSTEE MAY FILE PROOFS OF CLAIM....................................................50
   SECTION 6.10.        PRIORITIES..........................................................................51
   SECTION 6.11.        UNDERTAKING FOR COSTS...............................................................51

ARTICLE 7. TRUSTEE..........................................................................................51

   SECTION 7.01.        DUTIES OF TRUSTEE...................................................................51
   SECTION 7.02.        RIGHTS OF TRUSTEE...................................................................52
   SECTION 7.03.        INDIVIDUAL RIGHTS OF TRUSTEE........................................................52
   SECTION 7.04.        TRUSTEE'S DISCLAIMER................................................................53
   SECTION 7.05.        NOTICE OF DEFAULTS..................................................................53
   SECTION 7.06.        REPORTS BY TRUSTEE TO HOLDERS.......................................................53
   SECTION 7.07.        COMPENSATION AND INDEMNITY..........................................................53
   SECTION 7.08.        REPLACEMENT OF TRUSTEE..............................................................54
   SECTION 7.09.        SUCCESSOR TRUSTEE BY MERGER, ETC....................................................55
   SECTION 7.10.        ELIGIBILITY; DISQUALIFICATION.......................................................55
   SECTION 7.11.        PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY...................................55

ARTICLE 8. DISCHARGE OF INDENTURE...........................................................................56

   SECTION 8.01.        TERMINATION OF COMPANY'S OBLIGATIONS................................................56
   SECTION 8.02.        OPTION TO EFFECT DEFEASANCE.........................................................56
   SECTION 8.03.        APPLICATION OF TRUST MONEY..........................................................58
   SECTION 8.04.        REPAYMENT TO COMPANY................................................................58
   SECTION 8.05.        REINSTATEMENT.......................................................................58

ARTICLE 9. AMENDMENTS, SUPPLEMENTS AND WAIVERS..............................................................58

   SECTION 9.01.        WITHOUT CONSENT OF HOLDERS..........................................................58
   SECTION 9.02.        WITH CONSENT OF HOLDERS.............................................................59
   SECTION 9.03.        COMPLIANCE WITH TRUST INDENTURE ACT.................................................60
   SECTION 9.04.        REVOCATION AND EFFECT OF CONSENTS...................................................60
   SECTION 9.05.        NOTATION ON OR EXCHANGE OF NOTES....................................................60
   SECTION 9.06.        TRUSTEE PROTECTED...................................................................60

ARTICLE 10. MISCELLANEOUS...................................................................................61

   SECTION 10.01.       TRUST INDENTURE ACT CONTROLS........................................................61
   SECTION 10.02.       NOTICES.............................................................................61
   SECTION 10.03.       COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.........................................61
   SECTION 10.04.       CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT..................................62
   SECTION 10.05.       STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.......................................62
   SECTION 10.06.       RULES BY TRUSTEE AND AGENTS.........................................................62
   SECTION 10.07.       LEGAL HOLIDAYS......................................................................62
   SECTION 10.08.       NO RECOURSE AGAINST OTHERS..........................................................63
   SECTION 10.09.       COUNTERPARTS AND FACSIMILE SIGNATURES...............................................63
   SECTION 10.10.       VARIABLE PROVISIONS.................................................................63
   SECTION 10.11.       GOVERNING LAW.......................................................................63
   SECTION 10.12.       RIGHTS OF THE REGISTRAR AND PAYING AGENT............................................64
   SECTION 10.13.       NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.......................................64
   SECTION 10.14.       SUCCESSORS..........................................................................64
</TABLE>


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<TABLE>
<CAPTION>
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<S>                     <C>                                                                                <C>
   SECTION 10.15.       SEVERABILITY........................................................................64
   SECTION 10.16.       TABLE OF CONTENTS, HEADINGS, ETC....................................................64
</TABLE>


                                      iii


<PAGE>   6


CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
                  Trust Indenture Act Section                                                      Indenture Section
<S>                                                                                                      <C>
310(a)(1).................................................................................................7.10
(a)(2) ...................................................................................................7.10
(a)(3)....................................................................................................N.A.
(a)(4)....................................................................................................N.A.
(a)(5)....................................................................................................7.10
(b)  .....................................................................................................7.08
                                                                                                          7.10
(c)  .....................................................................................................N.A.
311(a)....................................................................................................7.11
(b)  .....................................................................................................7.11
(c)  .....................................................................................................N.A.
312(a)....................................................................................................2.05
(b)  .....................................................................................................10.03
(c)  .....................................................................................................10.03
313(a)....................................................................................................7.06
(b)(1)....................................................................................................N.A.
(b)(2)....................................................................................................7.06
(c)  .....................................................................................................7.06
(d)  .....................................................................................................7.06
314(a)....................................................................................................4.02
                                                                                                          4.03
(b)  .....................................................................................................N.A.
(c)(1)....................................................................................................10.04
(c)(2)....................................................................................................10.04
(c)(3)....................................................................................................N.A.
(d)  .....................................................................................................N.A.
(e)  .....................................................................................................N.A.
(f)  .....................................................................................................N.A.
315(a)....................................................................................................7.01(b)
(b)  .....................................................................................................7.05
(c)  .....................................................................................................7.01(a)
(d)  .....................................................................................................7.01(c)
(e)  .....................................................................................................6.11
316 (a)(last sentence)....................................................................................2.09
(a)(1)(A).................................................................................................6.05
(a)(1)(B).................................................................................................6.04
(a)(2)....................................................................................................N.A.
(b)  .....................................................................................................6.07
(c)  .....................................................................................................9.04
317(a)(1).................................................................................................6.08
(a)(2)....................................................................................................6.09
(b)  .....................................................................................................2.04
318(a)....................................................................................................N.A.
</TABLE>

N.A. means not applicable.
*This Cross-Reference Table is not part of the Indenture.


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<PAGE>   7


     INDENTURE, dated as of January 24, 2001, between NTL Communications Corp.,
a Delaware corporation (the "COMPANY"), and The Chase Manhattan Bank, a New York
banking corporation, as trustee (the "TRUSTEE").

     Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders (as defined in Section 1.01) of the
Company's 12-3/8% Senior Notes due 2008 (the "INITIAL NOTES") and, if and when
issued in exchange for Initial Notes, the Company's 12-3/8% Senior Notes due
2008 (the "EXCHANGE NOTES" and, together with the Initial Notes, the "NOTES"):


                                   ARTICLE 1.
                   DEFINITIONS AND INCORPORATION BY REFERENCE


SECTION 1.01.  DEFINITIONS.

     "12 3/4% NOTES" means 12 3/4% Senior Deferred Coupon Notes due April 15,
2005, principal amount at maturity of $277.8 million, interest payable
semiannually beginning on October 15, 2000, redeemable at the Company's option
on or after April 15, 2000.

     "1996 11 1/2% DEFERRED COUPON NOTES" means 11 1/2% Senior Deferred Coupon
Notes due February 1, 2006, principal amount at maturity of $1,050.0 million,
interest payable semiannually beginning on August 1, 2001, redeemable at the
Company's option on or after February 1, 2001.

     "10% NOTES" means 10% Senior Notes due February 15, 2007, principal amount
of $400.0 million, interest payable semiannually from August 15, 1997,
redeemable at the Company's option on or after February 15, 2002.

     "9 1/2% NOTES" means 9 1/2% Senior Notes due April 1, 2008, principal
amount of (pound)125.0 million, interest payable semiannually from October 1,
1998, redeemable at the Company's option on or after April 1, 2003.

     "10 3/4% NOTES" means 10 3/4% Senior Deferred Coupon Notes due April 1,
2008, principal amount at maturity of (pound)300.0 million, interest payable
semiannually beginning on October 1, 2003, redeemable at the Company's option on
or after April 1, 2003.

     "1998 9 3/4% NOTES" means 9 3/4% Senior Deferred Coupon Notes due April 1,
2008, principal amount at maturity of $1,300.0 million, interest payable
semiannually beginning on October 1, 2003, redeemable at the Company's option on
or after April 1, 2003.

     "1999 9 3/4% NOTES" means 9 3/4% Senior Deferred Coupon Notes due April 15,
2009, principal amount at maturity of (pound)330.0 million, interest payable
semiannually beginning on October 15, 2004, redeemable at the Company's option
on or after April 15, 2004.

     "11 1/2% NOTES" means 11 1/2% Senior Notes due October 1, 2008, principal
amount of $625.0 million, interest payable semiannually from April 1, 1999,
redeemable at the Company's option on or after October 1, 2003.


                                       -1-

<PAGE>   8


     "12-3/8% NOTES" means 12-3/8% Senior Deferred Coupon Notes due October 1,
2008, principal amount at maturity of $450.0 million, interest payable
semiannually beginning on April 1, 2004, redeemable at the Company's option on
or after October 1, 2003.

     "9 1/4% NOTES" means 9 1/4% Senior Notes due November 15, 2006, principal
amount at maturity of Euro 250.0 million, interest payable semiannually from May
15, 2000.

     "9-7/8% NOTES" means 9-7/8 % Senior Notes due November 15, 2009, principal
amount at maturity of Euro 350.0 million, interest payable semiannually from May
15, 2000, redeemable at the Company's option on or after November 15, 2004.

     "1999 11 1/2% DEFERRED COUPON NOTES" means 11 1/2% Senior Deferred Coupon
Notes due November 15, 2009, principal amount at maturity of Euro 210.0 million,
interest payable semiannually beginning on May 15, 2005, redeemable at the
Company's option on or after November 15, 2004.

     "11-7/8% NOTES" means 11-7/8% Senior Notes due October 1, 2010, principal
amount of $500.0 million, interest payable semiannually from April 1, 2001,
redeemable at the Company's option on or after October 1, 2005.

     "ACQUIRED DEBT" means, with respect to any specified Person, Indebtedness
of any other Person (the "ACQUIRED PERSON") existing at the time such Acquired
Person merged with or into or became a Subsidiary of such specified Person,
including Indebtedness incurred in connection with, or in contemplation of, such
Acquired Person merging with or into or becoming a Subsidiary of such specified
Person.

     "ACQUIRED PERSON" has the meaning specified in the definition of Acquired
Debt.

     "ADDITIONAL NOTES" means up to Euro 200,000,000 in aggregate principal
amount of Notes (other than the Initial Notes) issued under this Indenture in
accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the
Initial Notes.

     "ADJUSTED TOTAL ASSETS" means the total amount of assets of the Company and
its Restricted Subsidiaries (including the amount of any Investment in any
Non-Restricted Subsidiary), except to the extent resulting from write-ups of
assets (other than write-ups in connection with accounting for acquisitions in
conformity with GAAP), after deducting therefrom (i) all current liabilities of
the Company and its Restricted Subsidiaries, and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles, all as calculated in conformity with GAAP. For purposes of this
Adjusted Total Assets definition, (a) assets shall be calculated less applicable
accumulated depreciation, accumulated amortization and other valuation reserves,
and (b) all calculations shall exclude all intercompany items.

     "ADJUSTED TOTAL CONTROLLED ASSETS" means the total amount of assets of the
Company and its Cable Controlled Subsidiaries, except to the extent resulting
from write-ups of assets (other than write-ups in connection with accounting for
acquisitions in conformity with GAAP), after deducting therefrom (i) all current
liabilities of the Company and such Cable Controlled Subsidiaries; and (ii) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles of the Company and such Restricted


                                      -2-

<PAGE>   9


Subsidiaries, all as calculated in conformity with GAAP; provided that Adjusted
Total Controlled Assets shall be reduced (to the extent not otherwise reduced in
accordance with GAAP) by an amount equal to the aggregate amount of all
Investments of the Company or any such Cable Controlled Subsidiaries in any
Person other than a Cable Controlled Subsidiary, except Cash Equivalents. For
purposes of this Adjusted Total Controlled Assets definition, (a) assets shall
be calculated less applicable accumulated depreciation, accumulated amortization
and other valuation reserves, and (b) all calculations shall exclude all
intercompany items.

     "AFFILIATE" of any specified Person means any other Person directly
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "CONTROL"
(including, with correlative meanings, the terms "CONTROLLING," "CONTROLLED BY"
and "UNDER COMMON CONTROL WITH"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided, however,
that beneficial ownership of 10% or more of the voting securities of a Person
shall be deemed to be control.

     "AGENT" means any Registrar or Paying Agent.

     "ANNUALIZED PRO FORMA EBITDA" means, with respect to any Person, such
Person's Pro Forma EBITDA for the latest fiscal quarter multiplied by four.

     "ASSET SALE" means (i) any sale, lease, transfer, conveyance or other
disposition of any assets (including by way of a sale-and-leaseback) other than
the sale or transfer of inventory or goods held for sale in the ordinary course
of business (provided that the sale, lease, transfer, conveyance or other
disposition of all or substantially all of the assets of the Company shall be
governed by Section 4.13 or 5.01 hereof) or (ii) any issuance, sale, lease,
transfer, conveyance or other disposition of any Equity Interests of any of the
Company's Restricted Subsidiaries to any Person; in either case other than (A)
to (w) the Company, (x) any Wholly Owned Subsidiary, or (y) any Subsidiary which
is a Subsidiary of the Company on the Issuance Date provided that at the time of
and after giving effect to such issuance, sale, lease, transfer, conveyance or
other disposition to such Subsidiary, the Company's ownership percentage in such
Subsidiary is equal to or greater than such percentage on the Issuance Date or
(B) the issuance, sale, transfer, conveyance or other disposition of Equity
Interests of a Subsidiary in exchange for capital contributions made on a pro
rata basis by the holders of the Equity Interests of such Subsidiary.

     "BOARD OF DIRECTORS" means the Board of Directors of the Company or any
authorized committee of the Board.

     "BUSINESS DAY" means any day that is not a Legal Holiday.

     "CABLE ASSETS" means tangible or intangible assets, licenses (including,
without limitation, Licenses) and computer software used in connection with a
Cable Business.

     "CABLE BUSINESS" means (i) any Person directly or indirectly operating, or
owning a license to operate, a cable and/or television and/or telephone and/or
telecommunications


                                      -3-

<PAGE>   10


system or service principally within the United Kingdom and/or the Republic of
Ireland and (ii) any Cable Related Business.

     "CABLE CONTROLLED PROPERTY" means a Cable Controlled Subsidiary or a Cable
Asset held by a Cable Controlled Subsidiary.

     "CABLE CONTROLLED SUBSIDIARY" means any Restricted Subsidiary that is
primarily engaged, directly or indirectly, in one or more Cable Businesses.

     "CABLE RELATED BUSINESS" means a Person which directly or indirectly owns
or provides a service or product used in a Cable Business, including, without
limitation, any television programming, production and/or licensing business or
any programming guide or telephone directory business or content or software
related thereto.

     "CAPITAL STOCK" means any and all shares, interests, participations, rights
or other equivalents (however designated) of corporate stock, including, without
limitation, partnership interests.

     "CAPITAL STOCK SALE PROCEEDS" means the aggregate net sale proceeds
(including from the sale of any property received for the Capital Stock or the
fair market value of such property, as determined by an independent appraisal
firm) received by the Company or any Subsidiary of the Company from the issue or
sale (other than to a Subsidiary) by the Company of any class of its Capital
Stock after October 14, 1993 (including Capital Stock of the Company issued
after October 14, 1993 upon conversion of or in exchange for other securities of
the Company).

     "CASH EQUIVALENTS" means (i) Permitted Currency, (ii) securities issued or
directly and fully guaranteed or insured by the U.S. government, a European
Union member government or any agency or instrumentality thereof having
maturities of not more than six months and two days from the date of
acquisition, (iii) certificates of deposit and eurodollar time deposits with
maturities of six months or less from the date of acquisition, bankers'
acceptances with maturities not exceeding six months and overnight bank
deposits, in each case with any commercial bank(s) domiciled in the United
States, the United Kingdom, the Republic of Ireland or any other European Union
member having capital and surplus in excess of $500.0 million, (iv) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clauses (ii) and (iii) entered into with any financial
institution meeting the qualifications specified in clause (iii) above, (v)
commercial paper rated P-1 or the equivalent thereof by Moody's or A-1 or the
equivalent thereof by S&P and in each case maturing within six months and two
days after the date of acquisition and (vi) money market funds at least 95% of
the assets of which constitute Cash Equivalents of the kinds described in
clauses (i) - (v) of this definition.

     "CHANGE OF CONTROL" means (i) the sale, lease or transfer of all or
substantially all of the assets of the Company to any "Person" or "group"
(within the meaning of Sections 13(d)(3) and 14(d)(2) of the Exchange Act or any
successor provision to either of the foregoing, including any group acting for
the purpose of acquiring, holding or disposing of securities within the meaning
of Rule 13d-5(b)(1) under the Exchange Act) (other than any Permitted Holder),
(ii) the approval by the requisite stockholders of the Company of a plan of
liquidation or dissolution of the Company, (iii) any "Person" or "group" (within
the meaning


                                     -4-

<PAGE>   11


of Sections 13(d) and 14(d)(2) of the Exchange Act or any successor provision to
either of the foregoing, including any group acting for the purpose of
acquiring, holding or disposing of securities within the meaning of Rule
13d-5(b)(1) under the Exchange Act), other than any Permitted Holder, becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of more
than 50% of the total voting power of all classes of the voting stock of the
Company and/or warrants or options to acquire such voting stock, calculated on a
fully diluted basis, unless, as a result of such transaction, the ultimate
direct or indirect ownership of the Company is substantially the same
immediately after such transaction as it was immediately prior to such
transaction, or (iv) during any period of two consecutive years, individuals who
at the beginning of such period constituted the Company's Board of Directors
(together with any new directors whose election or appointment by such board or
whose nomination for election by the shareholders of the Company was approved by
a vote of a majority of the directors then still in office who were either
directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a
majority of the Company's Board of Directors then in office.

     "CHANGE OF CONTROL TRIGGERING EVENT" means the occurrence of both a Change
of Control and a Ratings Decline.

     "CLEARSTREAM" means Clearstream Banking, Luxembourg, S.A.

     "COMMON DEPOSITARY" means The Chase Manhattan Bank (London) with respect to
the European Rule 144A Global Notes and the Regulation S Global Notes.

     "COMPANY" means the party named as such above until a successor replaces it
in accordance with Article 5 and thereafter means the successor.

     "CONSOLIDATED INTEREST EXPENSE" means, for any Person, for any period, the
amount of interest in respect of Indebtedness (including amortization of
original issue discount, amortization of debt issuance costs, and non-cash
interest payments on any Indebtedness and the interest portion of any deferred
payment obligation and after taking into account the effect of elections made
under any Interest Rate Agreement, however denominated, with respect to such
Indebtedness), the amount of Redeemable Dividends, Restricted Subsidiary
Preferred Stock Dividends and the interest component of rentals in respect of
any capital lease obligation paid, in each case whether accrued or scheduled to
be paid or accrued by such Person and its Subsidiaries (other than
Non-Restricted Subsidiaries) during such period to the extent such amounts were
deducted in computing Consolidated Net Income, determined on a consolidated
basis in accordance with GAAP. For purposes of this definition, interest on a
capital lease obligation shall be deemed to accrue at an interest rate
reasonably determined by such Person to be the rate of interest implicit in such
capital lease obligation in accordance with GAAP consistently applied.

     "CONSOLIDATED NET INCOME" means, with respect to any Person, for any
period, the aggregate of the Net Income of such Person and its Subsidiaries
(other than Non-Restricted Subsidiaries) for such period, on a consolidated
basis, determined in accordance with GAAP; provided that (i) the Net Income of
any Person that is not a Subsidiary or that is accounted for by the equity
method of accounting shall be included only to the extent of the amount of
dividends or distributions paid to the referent Person or a Wholly Owned
Subsidiary, (ii) the Net Income of any Person that is a Subsidiary (other than a
Subsidiary of which at least 80%


                                      -5-

<PAGE>   12


of the Capital Stock having ordinary voting power for the election of directors
or other governing body of such Subsidiary is owned by the referent Person
directly or indirectly through one or more Subsidiaries) shall be included only
to the extent of the amount of dividends or distributions paid to the referent
Person or a Wholly Owned Subsidiary, (iii) the Net Income of any Person acquired
in a pooling of interests transaction for any period prior to the date of such
acquisition shall be excluded and (iv) the cumulative effect of a change in
accounting principles shall be excluded.

     "CONVERTIBLE SUBORDINATED NOTES" means the Company's 7% Convertible
Subordinated Notes due 2008 issued pursuant to an indenture dated as of December
16, 1998 between the Company and The Chase Manhattan Bank, as trustee, as
supplemented by a first supplemental indenture dated as of March 31, 1999
between the Company, NTL Incorporated and The Chase Manhattan Bank, as further
supplemented by a second supplemental indenture dated as of March 16, 2000
between the Company, NTL Incorporated and The Chase Manhattan Bank and as
further supplemented by a third supplemental indenture dated as of May 17, 2000
between the Company, NTL Incorporated and NTL Holdings Incorporated.

     "CREDIT FACILITY" means the Facilities Agreement, dated October 17, 1997,
between NTL (UK) Group Inc., as principal guarantor, Chase Manhattan plc, as
arranger, Chase Manhattan International Limited, as agent and security trustee
and The Chase Manhattan Bank as issuer, as such Facilities Agreement may be
supplemented, amended, restated, modified, renewed, refunded, replaced or
refinanced, in whole or in part, from time to time in an aggregate outstanding
principal amount not to exceed the greater of (i) (pound)555.0 million and (ii)
the amount of the aggregate commitments thereunder as the same may be increased
after March 13, 1998 as contemplated by the Facilities Agreement as amended or
supplemented to March 13, 1998, but in no event greater than (pound)875.0
million, less in each case, the aggregate amount of all Net Proceeds of Asset
Sales that have been applied to permanently reduce Indebtedness under the Credit
Facility pursuant Section 4.10 hereof. Indebtedness that may otherwise be
incurred under this Indenture may, but need not, be incurred under the Credit
Facility without regard to the limit set forth in the preceding sentence.
Indebtedness outstanding under the Credit Facility on the date hereof shall be
deemed to have been incurred on such date in reliance on the exception provided
by Section 4.08(b)(i).

     "CUMULATIVE EBITDA" means the cumulative EBITDA of the Company from and
after the Issuance Date to the end of the fiscal quarter immediately preceding
the date of a proposed Restricted Payment, or, if such cumulative EBITDA for
such period is negative, minus the amount by which such cumulative EBITDA is
less than zero; provided, however, that EBITDA of Non-Restricted Subsidiaries
shall not be included.

     "CUMULATIVE INTEREST EXPENSE" means the aggregate amount of Consolidated
Interest Expense paid, accrued or scheduled to be paid or accrued by the Company
from the Issuance Date to the end of the fiscal quarter immediately preceding a
proposed Restricted Payment, determined on a consolidated basis in accordance
with GAAP.

     "DEFAULT" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.


                                      -6-

<PAGE>   13


     "DEPOSITARY" shall mean DTC (in the case of the DTC Rule 144A Global Notes)
or Euroclear or Clearstream (in the case of Regulation S Global Notes and
European Rule 144A Global Notes), as applicable.

     "DIAMOND NOTES" shall mean the 10% Diamond Senior Notes due 2008, the
9-1/8% Diamond Senior Notes due 2008, the 10 3/4% Diamond Senior Discount Notes
due 2007, the 11 3/4% Diamond Senior Discount Notes due 2005 and the 13 1/4%
Diamond Senior Discount Notes due 2004.

     "DISQUALIFIED STOCK" means any Capital Stock which, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole or in part, on or prior to the date
on which the Notes mature.

     "DTC" means The Depository Trust Company.

     "EBITDA" means, for any Person, for any period, an amount equal to (A) the
sum of (i) Consolidated Net Income for such period (exclusive of any gain or
loss realized in such period upon an Asset Sale), plus (ii) the provision for
taxes for such period based on income or profits to the extent such income or
profits were included in computing Consolidated Net Income and any provision for
taxes utilized in computing net loss under clause (i) hereof, plus (iii)
Consolidated Interest Expense for such period, plus (iv) depreciation for such
period on a consolidated basis, plus (v) amortization of intangibles for such
period on a consolidated basis, plus (vi) any other non-cash item reducing
Consolidated Net Income for such period (excluding any such non-cash item to the
extent that it represents an accrual of or reserve for cash expenses in any
future period or amortization of a prepaid cash expense that was paid in a prior
period), minus (B) all non-cash items increasing Consolidated Net Income for
such period, all for such Person and its Subsidiaries determined in accordance
with GAAP consistently applied.

     "EEA GOVERNMENT OBLIGATIONS" means direct non-callable obligations of, or
non-callable obligations guaranteed by, any European Union member for the
payment of which obligation or guarantee the full faith and credit of the
respective nation is pledged; provided that such nation has a credit rating at
least equal to that of the highest rated member nation of the European Economic
Area.

     "EQUITY INTERESTS" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any Indebtedness that is
convertible into, or exchangeable for Capital Stock).

     "EUROCLEAR" means Euroclear Bank S.A./N.V., as operator of the Euroclear
system.

     "EUROPEAN UNION MEMBER" means any country that is or becomes a member of
the European Union or any successor organization thereto.

     "EXCHANGE ACT" means the U.S. Securities Exchange Act of 1934, as amended.

     "EXCHANGE RATE CONTRACT" means, with respect to any Person, any currency
swap agreements, forward exchange rate agreements, foreign currency futures or
options, exchange


                                      -7-

<PAGE>   14


rate collar agreements, exchange rate insurance and other agreements or
arrangements, or combination thereof, the principal purpose of which is to
provide protection against fluctuations in currency exchange rates. An Exchange
Rate Contract may also include an Interest Rate Agreement.

     "EXISTING INDEBTEDNESS" means Indebtedness of the Company and its
Subsidiaries in existence on the Issuance Date, until such amounts are repaid,
including, without limitation, the Existing Notes.

     "EXISTING NOTES" means the Old Notes and the Convertible Subordinated
Notes.

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as approved by a significant segment of the accounting profession,
which are in effect on the Issuance Date and are applied on a consistent basis.

     "GLOBAL NOTES" has the meaning set forth in Section 2.01(d) hereof.

     "GUARANTEE" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness.

     "HOLDER" means a Person in whose name a Note is registered in the register
referred to in Section 2.03.

     "INDEBTEDNESS" means, with respect to any Person, any indebtedness of such
Person, whether or not contingent, in respect of borrowed money or evidenced by
bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof) or representing the balance
deferred and unpaid of the purchase price of any property (including pursuant to
capital leases and sale-and-leaseback transactions) or representing any hedging
obligations under an Exchange Rate Contract or an Interest Rate Agreement,
except any such balance that constitutes an accrued expense or trade payable, if
and to the extent any of the foregoing indebtedness (other than obligations
under an Exchange Rate Contract or an Interest Rate Agreement) would appear as a
liability upon a balance sheet of such Person prepared in accordance with GAAP,
and also includes, to the extent not otherwise included, the Guarantee of items
which would be included within this definition. The amount of any Indebtedness
outstanding as of any date shall be the accreted value thereof, in the case of
any Indebtedness issued with original issue discount.

     "INDENTURE" means this Indenture, as amended from time to time.

     "INITIAL PURCHASERS" means Morgan Stanley & Co. International Limited, J.P.
Morgan Securities Ltd., Goldman Sachs International, Bank of America
International Limited, BNP Paribas Securities Corp., CIBC World Markets plc and
The Royal Bank of Scotland plc.


                                      -8-

<PAGE>   15


     "INTEREST RATE AGREEMENT" means, for any Person, any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement, or other
similar agreement, the principal purpose of which is to protect the party
indicated therein against fluctuations in interest rates.

     "INVESTMENT GRADE" means BBB- or higher by S&P or Baa3 or higher by Moody's
or the equivalent of such ratings by S&P or Moody's. In the event that the
Company shall be permitted to select any other Rating Agency, the equivalent of
such ratings by such Rating Agency shall be used.

     "INVESTMENTS" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the forms of loans (including
Guarantees), advances or capital contributions (excluding commission, travel and
similar advances and loans, joint property ownership and other arrangements, in
each case, made to officers and employees made in the ordinary course of
business), purchases or other acquisitions for consideration of Indebtedness,
Equity Interests or other securities and all other items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.

     "ISSUANCE DATE" means the date on which the Notes are first authenticated
and issued.

     "LICENSE" means any license issued or awarded pursuant to the Broadcasting
Act 1990, the Cable and Broadcasting Act 1984, the Telecommunications Act 1984
or the Wireless Telegraphy Act 1948 (in each case, as such Acts may, from time
to time, be amended, modified or re-enacted) (or equivalent statutes of any
jurisdiction) to operate or own a Cable Business.

     "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent or successor statutes) of any
jurisdiction).

     "MATERIAL LICENSE" means a License held by the Company or any of its
Subsidiaries which License at the time of determination covers a number of Net
Households which equals or exceeds 5% of the aggregate number of Net Households
covered by all of the Licenses held by the Company and its Subsidiaries at such
time.

     "MATERIAL SUBSIDIARY" means (i) NTL UK Group, Inc. (formerly known as OCOM
Sub II, Inc.), NTL Investment Holdings Limited, NTL Group Limited, CableTel
Surrey Limited, CableTel Cardiff Limited, CableTel Glasgow, CableTel Newport and
CableTel Kirklees and (ii) any other Subsidiary of the Company which is a
"significant subsidiary" as defined in Rule 1-02(w) of Regulation S-X under the
Securities Act and the Exchange Act (as such Regulation is in effect on the date
hereof).

     "MONETIZE" means a strategy with respect to Equity Interests that generates
an amount of cash equal to the fair value of such Equity Interests.


                                      -9-

<PAGE>   16


     "MOODY'S" means Moody's Investors Service, Inc. and its successors.

     "NET HOUSEHOLDS" means the product of (i) the number of households covered
by a License in the United Kingdom and (ii) the percentage of the entity holding
such License which is owned directly or indirectly by the Company.

     "NET INCOME" means, with respect to any Person for a specific period, the
net income (loss) of such Person during such period, determined in accordance
with GAAP, excluding, however, any gain (but not loss) during such period,
together with any related provision for taxes on such gain (but not loss),
realized during such period in connection with any Asset Sale (including,
without limitation, dispositions pursuant to sale-and-leaseback transactions),
and excluding any extraordinary gain (but not loss) during such period, together
with any related provision for taxes on such extraordinary gain (but not loss).

     "NET PROCEEDS" means the aggregate cash proceeds received by the Company or
any of its Subsidiaries in respect of any Asset Sale, net of the direct costs
relating to such Asset Sale (including, without limitation, legal, accounting
and investment banking fees, and sales commissions) and any relocation expenses
incurred as a result thereof, taxes paid or payable as a result thereof (after
taking into account any available tax credits or deductions and any tax sharing
arrangements), amounts required to be applied to the repayment of Indebtedness
secured by a Lien on the asset or assets the subject of such Asset Sale and any
reserve for adjustment in respect of the sale price of such asset or assets.

     "NON-CONTROLLED SUBSIDIARY" means an entity which is not a Cable Controlled
Subsidiary.

     "NON-RECOURSE DEBT" means Indebtedness or that portion of Indebtedness as
to which none of the Company, nor any Restricted Subsidiary: (i) provides credit
support (including any undertaking, agreement or instrument which would
constitute Indebtedness); (ii) is directly or indirectly liable; or (iii)
constitutes the lender.

     "NON-RESTRICTED SUBSIDIARY" means (A) a Subsidiary that (a) at the time of
its designation by the Board of Directors as a Non-Restricted Subsidiary has not
acquired any assets (other than as specifically permitted by clause (e) of
"Permitted Investments" or Section 4.09 hereof), at any previous time, directly
or indirectly from the Company or any of its Restricted Subsidiaries, (b) has no
Indebtedness other than Non-Recourse Debt and (c) that at the time of such
designation, after giving pro forma effect to such designation, the ratio of
Indebtedness to Annualized Pro Forma EBITDA of the Company is equal to or less
than the ratio of Indebtedness to Annualized Pro Forma EBITDA of the Company
immediately preceding such designation, provided, however, that if the ratio of
Indebtedness to Annualized Pro Forma EBITDA of the Company immediately preceding
such designation is 6:1 or less, then the ratio of Indebtedness to Annualized
Pro Forma EBITDA of the Company may be 0.5 greater than such ratio immediately
preceding such designation; (B) any Subsidiary which (a) has been acquired or
capitalized out of or by Equity Interests (other than Disqualified Stock) of the
Company or Capital Stock Sale Proceeds therefrom, (b) has no Indebtedness other
than Non-Recourse Debt and (c) is designated as a Non-Restricted Subsidiary by
the Board of Directors or is merged, amalgamated or consolidated with or into,
or its assets or capital stock is to be transferred to, a Non-Restricted
Subsidiary; or (C) any Subsidiary of a Non-Restricted Subsidiary.


                                      -10-

<PAGE>   17


     "NOTES" has the meaning set forth in the preamble hereto. The Original
Notes and the Additional Notes shall be treated as a single class for all
purposes under this Indenture.

     "OBLIGATIONS" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

     "OFFICER'S CERTIFICATE" means a certificate signed by an Officer of the
Company. See Sections 10.04 and 10.05 hereof.

     "OLD NOTES" means the 123/8% Notes, the 11 1/2% Notes, the 12 3/4% Notes,
the 1996 11 1/2% Deferred Coupon Notes, the 10 3/4% Notes, the 10% Notes, the
1998 9 3/4% Notes, the 1999 9 3/4% Notes, the 9 1/2% Notes, the 9 1/4% Notes,
the 9-7/8% Notes, the 1999 11 1/2% Deferred Coupon Notes and the 11-7/8% Notes.

     "OPINION OF COUNSEL" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company or the Trustee. See Sections 10.04 and 10.05 hereof.

     "ORIGINAL NOTES" means the first Euro 200,000,000 in aggregate principal
amount of Notes issued under this Indenture on the date hereof.

     "OTHER QUALIFIED NOTES" means any outstanding senior indebtedness of the
Company issued pursuant to an indenture having a provision substantially similar
to Section 4.10 hereof (including, without limitation, the Old Notes and the
Diamond Notes).

     "PARTICIPANT" means with respect to a Depositary, a person who has an
account with such Depositary.

     "PERMITTED ACQUIRED DEBT" means, with respect to any Acquired Person
(including, for this purpose, any Non-Restricted Subsidiary at the time such
Non-Restricted Subsidiary becomes a Restricted Subsidiary), Acquired Debt of
such Acquired Person and its Subsidiaries in an amount (determined on a
consolidated basis) not exceeding the sum of (x) amount of the gross book value
of property, plant and equipment of the Acquired Person and its Subsidiaries as
set forth on the most recent consolidated balance sheet of the Acquired Person
(which may be unaudited) prior to the date it becomes an Acquired Person and (y)
the aggregate amount of any Cash Equivalents held by such Acquired Person at the
time it becomes an Acquired Person.

     "PERMITTED CURRENCY" means the lawful currency of the United States or a
European Union member.

     "PERMITTED DESIGNEE" means (i) a spouse or a child of a Permitted Holder,
(ii) trusts for the benefit of a Permitted Holder or a spouse or child of a
Permitted Holder, (iii) in the event of the death or incompetence of a Permitted
Holder, his estate, heirs, executor, administrator, committee or other personal
representative or (iv) any Person so long as a Permitted Holder owns at least
50% of the voting power of all classes of the voting stock of such Person.


                                      -11-

<PAGE>   18


     "PERMITTED HOLDERS" means George S. Blumenthal, J. Barclay Knapp and their
Permitted Designees.

     "PERMITTED INVESTMENTS" means (a) any Investments in the Company or in a
Cable Controlled Property or in a Qualified Subsidiary (including, without
limitation, (i) Guarantees of Indebtedness of the Company, a Cable Controlled
Subsidiary or a Qualified Subsidiary, (ii) Liens securing such Indebtedness or
Guarantees or (iii) the payment of any balance deferred and unpaid of the
purchase price of any Qualified Subsidiary); (b) any Investments in Cash
Equivalents; (c) Investments by the Company in Indebtedness of a counter-party
to an Exchange Rate Contract for hedging a Permitted Currency exchange risk that
are made, for purposes other than speculation, in connection with such contract
to hedge not more than the aggregate principal amount of the Indebtedness being
hedged (or, in the case of Indebtedness issued with original issue discount,
based on the amounts payable after the amortization of such discount); (d)
Investments by the Company or any Subsidiary of the Company in a Person, if as a
result of such Investment (i) such Person becomes a Cable Controlled Subsidiary
or (ii) such Person is merged, consolidated or amalgamated with or into, or
transfers or conveys substantially all of its assets to, or is liquidated into,
the Company or a Wholly Owned Subsidiary of the Company; and (e) any issuance,
transfer or other conveyance of Equity Interests (other than Disqualified Stock)
in the Company (or any Capital Stock Sale Proceeds therefrom) to a Subsidiary of
the Company.

     "PERMITTED LIENS" means (a) Liens in favor of the Company; (b) Liens on
property of a Person existing at the time such Person is merged into or
consolidated with the Company or any Subsidiary of the Company; provided, that
such Liens were in existence prior to the contemplation of such merger or
consolidation and do not secure any property or assets of the Company or any of
its Subsidiaries other than the property or assets subject to the Liens prior to
such merger or consolidation; (c) liens imposed by law, such as carriers',
warehousemen's and mechanics' liens and other similar liens arising in the
ordinary course of business which secure payment of obligations not more than 60
days past due or are being contested in good faith and by appropriate
proceedings; (d) Liens existing on the Issuance Date; (e) Liens for taxes,
assessments or governmental charges or claims that are not yet delinquent or
that are being contested in good faith by appropriate proceedings promptly
instituted and diligently concluded; provided, that any reserve or other
appropriate provision as shall be required in conformity with GAAP shall have
been made therefor and (f) easements, rights of way, restrictions and other
similar easements, licenses, restrictions on the use of properties or minor
imperfections of title that, in the aggregate, are not material in amount, and
do not in any case materially detract from the properties subject thereto or
interfere with the ordinary conduct of the business of the Company or its
Restricted Subsidiaries.

     "PERMITTED NON-CONTROLLED ASSETS" means Equity Interests in any Person
primarily engaged, directly or indirectly, in one or more Cable Businesses if
such Equity Interests (x) were acquired by the Company or any of its Restricted
Subsidiaries in connection with any Asset Sale or any Investment otherwise
permitted under the terms of the Indenture and (y) to the extent that, after
giving pro forma effect to the acquisition thereof by the Company or any of its
Restricted Subsidiaries, Adjusted Total Controlled Assets is greater than 80.0%
of Adjusted Total Assets based on the most recent consolidated balance sheet of
the Company.


                                      -12-

<PAGE>   19


     "PERSON" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

     "PREFERRED STOCK" means the 13% Senior Redeemable Exchangeable Preferred
Stock of the NTL Incorporated with an original aggregate liquidation preference
of $100,000,000.

     "PRO FORMA EBITDA" means for any Person, for any period, the EBITDA of such
Person as determined on a consolidated basis for such Person and its
Subsidiaries in accordance with GAAP after giving effect to the following: (i)
if, during or after such period, such Person or any of its Subsidiaries shall
have made any Asset Sale, Pro Forma EBITDA of such Person and its Subsidiaries
for such period shall be reduced by an amount equal to the Pro Forma EBITDA (if
positive) directly attributable to the assets which are the subject of such
Asset Sale for the period or increased by an amount equal to the Pro Forma
EBITDA (if negative) directly attributable thereto for such period and (ii) if,
during or after such period, such Person or any of its Subsidiaries completes an
acquisition of any Person or business which immediately after such acquisition
is a Subsidiary of such Person or whose assets are held directly by such Person
or a Subsidiary of such Person, Pro Forma EBITDA shall be computed so as to give
pro forma effect to the acquisition of such Person or business (without giving
effect to clause (iii) of the definition of Consolidated Net Income); and
provided further that, with respect to the Company, all of the foregoing
references to "SUBSIDIARY" or "SUBSIDIARIES" shall be deemed to refer only to a
"RESTRICTED SUBSIDIARY" or "RESTRICTED SUBSIDIARIES" of the Company.

     "PURCHASE AGREEMENT" means the Purchase Agreement, dated as of January 17,
2001, between the Company and the Initial Purchasers.

     "QUALIFIED SUBSIDIARY" means a Wholly Owned Subsidiary, or an entity that
will become a Wholly Owned Subsidiary after giving effect to the transaction
being considered, that at the time of and after giving effect to the
consummation of the transaction under consideration, (i) is a Cable Business or
holds only Cable Assets, (ii) has no Indebtedness (other than Indebtedness being
incurred to consummate such transaction) and (iii) has no encumbrances or
restrictions (other than such encumbrances or restrictions imposed or permitted
by this Indenture, the indentures governing the Old Notes or any other
instrument governing unsecured indebtedness of the Company which is pari passu
with the Notes) on its ability to pay dividends or make any other distributions
to the Company or any of its Subsidiaries.

     "RATING AGENCIES" means (i) S&P, (ii) Moody's and (iii) if S&P or Moody's
or both shall not make a rating of the Notes publicly available, a nationally
recognized securities rating agency or agencies, as the case may be, selected by
the Company, which shall be substituted for S&P or Moody's or both, as the case
may be.

     "RATING CATEGORY" means (i) with respect to S&P, any of the following
categories: BB, B, CCC, CC, C and D (or equivalent successor categories), (ii)
with respect to Moody's, any of the following categories: Ba, B, Caa, Ca, C and
D (or equivalent successor categories) and (iii) the equivalent of any such
category of S&P or Moody's used by another Rating Agency. In determining whether
the rating of the Notes has decreased by one or more gradations, gradations
within Rating Categories (+ and - for S&P; 1, 2 and 3 for Moody's; or


                                      -13-

<PAGE>   20


the equivalent gradations for another Rating Agency) shall be taken into account
(e.g., with respect to S&P, a decline in a rating from BB to BB-, as well as
from BB-to B+, will constitute a decrease of one gradation).

     "RATING DATE" means that date which is 90 days prior to the earlier of (x)
a Change of Control and (y) public notice of the occurrence of a Change of
Control or of the intention by the Company or any Permitted Holder to effect a
Change of Control.

     "RATINGS DECLINE" means the occurrence of any of the following events on,
or within six months after, the date of public notice of the occurrence of a
Change of Control or of the intention of the Company or any Person to effect a
Change of Control (which period shall be extended so long as the rating of any
of the Company's debt securities is under publicly announced consideration for
possible downgrade by any of the Rating Agencies): (a) in the event that any of
the Company's debt securities are rated by both of the Rating Agencies on the
Rating Date as Investment Grade, the rating of such securities by either of the
Rating Agencies shall be below Investment Grade, (b) in the event that any of
the Company's debt securities are rated by either, but not both, of the Rating
Agencies on the Rating Date as Investment Grade, the rating of such securities
by both of the Rating Agencies shall be below Investment Grade, or (c) in the
event any of the Company's debt securities are rated below Investment Grade by
both of the Rating Agencies on the Rating Date, the rating of such securities by
either Rating Agency shall be decreased by one or more gradations (including
gradations within Rating Categories as well as between Rating Categories).

     "REDEEMABLE DIVIDEND" means, for any dividend with regard to Disqualified
Stock, the quotient of the dividend divided by the difference between one and
the maximum statutory federal income tax rate (expressed as a decimal number
between 1 and 0) then applicable to the issuer of such Disqualified Stock.

     "REGISTERED EXCHANGE OFFER" has the meaning set forth in the Registration
Rights Agreement.

     "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement
relating to the Notes, dated January 24, 2001, between the Company and the
Initial Purchasers and, with respect to any Additional Notes, one or more
registration rights agreements between the Company and the other parties
thereto, as such agreement(s) may be amended, modified or supplemented from time
to time, relating to rights given by the Company to the purchasers of Additional
Notes to register such Additional Notes under the Securities Act.

     "REPLACEMENT ASSETS" means (w) Cable Assets, (x) Equity Interests of any
Person engaged, directly or indirectly, primarily in a Cable Business, which
Person is or will become on the date of acquisition thereof a Restricted
Subsidiary as a result of the Company's acquiring such Equity Interests, (y)
Permitted Non-Controlled Assets or (z) any combination of the foregoing.

     "RESTRICTED INVESTMENT" means an Investment other than a Permitted
Investment.

     "RESTRICTED PERIOD" means the 40-day restricted period as defined in
Regulation S.


                                      -14-

<PAGE>   21


     "RESTRICTED SUBSIDIARY" means any Subsidiary of the Company which is not a
Non-Restricted Subsidiary.

     "RESTRICTED SUBSIDIARY PREFERRED STOCK DIVIDEND" means, for any dividend
with regard to preferred stock of a Restricted Subsidiary, the quotient of the
dividend divided by the difference between one and the maximum statutory federal
income tax rate (expressed as a decimal number between 1 and 0) then applicable
to the issuer of such preferred stock.

     "S&P" means Standard & Poor's Ratings Group and its successors.

     "SEC" means the U.S. Securities and Exchange Commission.

     "SECURITIES ACT" means the U.S. Securities Act of 1933, as amended.

     "SUBORDINATED DEBENTURES" means the debentures exchangeable by NTL
Incorporated for the Preferred Stock in accordance with the Certificate of
Designations therefor.

     "SUBSIDIARY" means any corporation, association or other business entity of
which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by any Person or one or more of the other
Subsidiaries of that Person or a combination thereof.

     "TIA" means the U.S. Trust Indenture Act of 1939 (15 U.S. Code (ss.)(ss.)
77aaa-77bbbb) as in effect on the date of execution of this Indenture.

     "TRUSTEE" means the party named as such above until a successor replaces it
in accordance with the applicable provisions of this Indenture and thereafter
means the successor.

     "TRUST OFFICER" means the Chairman of the Board, the President or any other
officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

     "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing (a) the sum of the
products obtained by multiplying (x) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (y) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (b) the then outstanding principal
amount of such Indebtedness.

     "WHOLLY OWNED SUBSIDIARY" means, at any time, a Restricted Subsidiary all
of the Capital Stock of which (except directors' qualifying shares) is at the
time owned directly or indirectly by the Company.


                                      -15-

<PAGE>   22


SECTION 1.02.  OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                                                                        DEFINED
TERM                                                                  IN SECTION
----                                                                  ----------
<S>                                                                     <C>
"ADDITIONAL AMOUNTS"....................................................4.14
"AFFILIATE TRANSACTION".................................................4.11
"AGENT MEMBER"..........................................................2.01
"ASSET SALE OFFER"......................................................4.10
"BANKRUPTCY LAW"........................................................6.01
"CHANGE OF CONTROL PAYMENT".............................................4.13
"COMMENCEMENT DATE".....................................................3.09
"CUSTODIAN".............................................................6.01
"DEFEASANCE"............................................................8.02
"DTC RULE 144A GLOBAL NOTE".............................................2.01
"EUROPEAN RULE 144A GLOBAL NOTE"........................................2.01
"EVENT OF DEFAULT"......................................................6.01
"EXCESS PROCEEDS".......................................................4.10
"INCUR".................................................................4.08
"INITIAL NOTES".....................................................Preamble
"LEGAL HOLIDAY"........................................................10.08
"OFFER AMOUNT"..........................................................3.09
"OFFICER"..............................................................10.10
"PAYING AGENT"..........................................................2.03
"PAYMENT DEFAULT".......................................................6.01
"PURCHASE DATE".........................................................3.09
"PURCHASE OFFER"........................................................4.13
"QIBS"..................................................................2.01
"REFINANCING INDEBTEDNESS"..............................................4.08
"REGULATION S"..........................................................2.01
"REGULATION S GLOBAL NOTES" ............................................2.01
"REGISTRAR".............................................................2.03
"RESTRICTED NOTES"......................................................2.10
"RESTRICTED PAYMENTS"...................................................4.09
"RULE 144A".............................................................2.01
"RULE 144A GLOBAL NOTES" ...............................................2.01
"TENDER PERIOD".........................................................3.09
</TABLE>


SECTION 1.03.  INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

     Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

     The following TIA terms used in this Indenture have the following meanings:

     "INDENTURE SECURITIES" means the Notes;

     "INDENTURE SECURITY HOLDER" means a Holder of a Note;

     "INDENTURE TO BE QUALIFIED" means this Indenture;

     "INDENTURE TRUSTEE" or "institutional trustee" means the Trustee; and


                                      -16-

<PAGE>   23


     "OBLIGOR" on the Notes means the Company or any other obligor on the Notes.

     All other terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by SEC rule under the TIA have
the meanings so assigned to them.


SECTION 1.04.  RULES OF CONSTRUCTION.

     Unless the context otherwise requires:

(a)  a term has the meaning assigned to it;

(b)  an accounting term not otherwise defined has the meaning assigned to it in
     accordance with GAAP consistently applied;

(c)  references to "GAAP" shall mean GAAP in effect as of the time when and for
     the period as to which such accounting principles are to be applied;

(d)  "OR" is not exclusive;

(e)  words in the singular include the plural, and in the plural include the
     singular;

(f)  provisions apply to successive events and transactions;

(g)  references to sections of or rules under the Securities Act shall be deemed
     to include substitute, replacement or successor sections or rules adopted
     by the SEC from time to time; and

(H)  a reference to "$" or U.S. dollars is to United States dollars, a reference
     to "(POUND)" or pounds sterling is to British pounds sterling and a
     reference to "Euro" or euros is to European Monetary Union euros.


                                   ARTICLE 2.
                                   THE NOTES


SECTION 2.01.  FORM AND DATING.

(a)  General.

     The Initial Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A hereto, which is hereby incorporated by
reference and expressly made a part of this Indenture. The Exchange Notes and
the Trustee's certificate of authentication shall be substantially in the form
of Exhibit B hereto, which is hereby incorporated by reference and expressly
made a part of this Indenture. The Notes may have notations, legends or
endorsements required by law, stock exchange rule, agreements to which the
Company is subject, if any, or usage (provided that any such notation, legend or
endorsement is in a form acceptable to the Company). The Company shall furnish
any such legend not contained in Exhibit A or Exhibit B to the Trustee in
writing. Each Note shall be dated the date of its authentication. The Notes
shall be in denominations of Euro 1,000 and integral multiples thereof. The
terms and provisions of the Notes set forth in Exhibit A and


                                      -17-

<PAGE>   24


Exhibit B are part of this Indenture and to the extent applicable, the Company
and the Trustee, by their execution and delivery of this Indenture, expressly
agree to such terms and provisions and to be bound thereby. However, to the
extent any provision of any Note conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be controlling.

(b)  Global Notes.

     The Initial Notes are being offered and sold by the Company pursuant to the
Purchase Agreement.

     Initial Notes offered and sold in reliance on Regulation S under the
Securities Act ("REGULATION S"), as provided in the Purchase Agreement, shall be
issued initially in the form of one or more permanent Global Notes in
definitive, fully registered form without interest coupons with the Global Note
Legend and Regulation S Restricted Notes Legend set forth in Exhibit A hereto
(the "REGULATION S GLOBAL NOTES"). Initial Notes offered and sold to Qualified
Institutional Buyers ("QIBS") in reliance on Rule 144A under the Securities Act
("RULE 144A"), as provided in the Purchase Agreement, shall be issued initially
in the form of one or more permanent Global Notes in definitive, fully
registered form without interest coupons with the Global Notes Legend and Rule
144A Restricted Notes Legend set forth in Exhibit A hereto (in the case of Rule
144A Global Notes to be held on behalf of Euroclear or Clearstream, the
"EUROPEAN RULE 144A GLOBAL NOTES," in the case of Rule 144A Global Notes to be
held on behalf of DTC, the "DTC RULE 144A GLOBAL NOTES," and collectively, the
"RULE 144A GLOBAL NOTES"). The Regulation S Restricted Notes Legend and the Rule
144A Restricted Notes Legend as set forth in Exhibit A hereto are herein
collectively called the "RESTRICTED NOTES LEGEND". Each Global Note shall be
deposited on behalf of the Initial Purchasers of the Notes represented thereby
with (i) in the case of European Rule 144A Global Notes and Regulation S Global
Notes to be held on behalf of Euroclear and Clearstream, the Common Depositary,
at its London office, as custodian for the Depositary, and registered in the
name of the Common Depositary or the nominee of the Common Depositary for the
accounts of designated agents holding on behalf of the Depositary, and (ii) in
the case of DTC Rule 144A Global Notes, with the Trustee, at its New York
office, as custodian for the Depositary, and registered in the name of the
Depositary or the nominee of the Depositary, in either case duly executed by the
Company and authenticated by the Trustee as hereinafter provided. The aggregate
principal amount of each Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee, the Common
Depositary, or its nominee, and the Depositary or its nominee as hereinafter
provided.

     Upon consummation of the Registered Exchange Offer, the Exchange Notes may
be issued in the form of one or more permanent Global Notes in definitive, fully
registered form without interest coupons with the Global Notes Legend but not
the Restricted Notes Legend set forth in Exhibit A hereto (i) in the case of
European Rule 144A Global Notes and Regulation S Global Notes to be held on
behalf of Euroclear and Clearstream, registered in the name of the Common
Depositary or a nominee of the Common Depositary, and (ii) in the case of DTC
Rule 144A Global Notes, registered in the name of the Depositary or the nominee
of the Depositary, and in either case, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of such Global Notes may from time to time be increased or decreased by
adjustments made on the


                                      -18-

<PAGE>   25


records of the Trustee, the Common Depositary or its nominee, and the Depositary
or its nominee as hereinafter provided.

     After a transfer of any Initial Notes during the period of the
effectiveness of a Shelf Registration Statement with respect to the Initial
Notes and pursuant thereto, all requirements for Restricted Notes Legends on
such Initial Note will cease to apply.

(c)  Euroclear and Clearstream Procedures Applicable.

     The provisions of the "Operating Procedures of the Euroclear System" and
"Terms and Conditions Governing Use of Euroclear" and the "General Terms and
Conditions of Clearstream" and "Customer Handbook" of Clearstream shall be
applicable to transfers of beneficial interests in the Global Notes that are
held by the Holders through Euroclear or Clearstream.

(d)  Book-Entry Provisions.

     This Section 2.01(d) shall apply only to the Regulation S Global Notes, the
Rule 144A Global Notes and the Exchange Notes issued in the form of one or more
permanent Global Notes (collectively, the "GLOBAL NOTES") deposited with the
Common Depositary, on behalf of the Depositary or the Trustee, as custodian for
the Depositary, as applicable.

     The Company shall execute and the Trustee shall, in accordance with this
Section 2.01(d), authenticate and deliver initially one or more Global Notes
that (i) in the case of European Rule 144A Global Notes and Regulation S Global
Notes to be held on behalf of Euroclear and Clearstream, (A) shall be registered
in the name of the Common Depositary for such Global Note or the nominee of the
Common Depositary and (B) shall be delivered by the Trustee to the Depositary or
pursuant to the Depositary's instructions to the Common Depositary as custodian
for the Depositary and (ii) in the case of DTC Rule 144A Global Notes (A) shall
be registered in the name of the Depositary or the nominee of the Depositary and
(B) shall be delivered by the Trustee to such Depositary or pursuant to such
Depositary's instructions or held by the Trustee as custodian for the
Depositary.

     Members of, or participants in, the Depositary ("AGENT MEMBERS") shall have
no rights under this Indenture with respect to any Global Note held on their
behalf by the Depositary or by the Common Depositary or the Trustee, as the
custodian of the Depositary or under such Global Note, and the Depositary may be
treated by the Company, the Trustee and any agent of the Company or the Trustee
as the absolute owner of such Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or impair, as between the Depositary and its Agent Members, the operation of
customary practices of such Depositary governing the exercise of the rights of
an owner of a beneficial interest in any Global Note.


SECTION 2.02.  EXECUTION AND AUTHENTICATION.

     An Officer shall sign the Notes for the Company by manual or facsimile
signature.


                                      -19-

<PAGE>   26


     If an Officer whose signature is on a Note no longer holds that office at
the time the Note is authenticated, the Note shall nevertheless be valid.

     A Note shall not be valid until authenticated by the manual signature of an
authorized officer of the Trustee. The signature shall be conclusive evidence
that the Note has been authenticated under this Indenture.

     The Trustee shall, upon a written order of the Company signed by an
Officer, authenticate (1) Initial Notes for original issue up to an aggregate
principal amount stated in paragraph 6 of the Initial Notes and (2) Exchange
Notes for issue only in a Registered Exchange Offer, pursuant to the
Registration Rights Agreement, in exchange for Initial Notes for a like
principal amount. The Trustee shall, upon a written order of the Company signed
by an Officer, authenticate Additional Notes for original issue up to
Euro 200,000,000 aggregate principal amount. Upon original issue, Additional
Notes shall be treated as Initial Notes for all purposes of this Indenture, and
upon exchange for Notes registered under the Securities Act pursuant to a
Registered Exchange Offer, Additional Notes delivered in such exchange shall be
treated as Exchange Notes for all purposes of this Indenture. The aggregate
principal amount of Notes outstanding at any time shall not exceed the amount
set forth herein, except as provided in Section 2.07.

     The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Notes. An authenticating agent may authenticate Notes whenever
the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with Holders, the Company or an Affiliate.


SECTION 2.03.  REGISTRAR AND PAYING AGENT.

     The Company shall maintain in the Borough of Manhattan, City of New York,
State of New York and London, England and, if and as long as the Notes are
listed on the Luxembourg Stock Exchange, in Luxembourg, (i) offices or agencies
where the Notes may be presented for registration of transfer or for exchange
("REGISTRAR") and (ii) offices or agencies where the Notes may be presented for
payment ("PAYING AGENT"). The Company initially designates The Chase Manhattan
Bank (London) at its offices in London to act as principal Registrar and Paying
Agent and the Trustee at its corporate trust offices in New York, New York and
Chase Manhattan Bank Luxembourg S.A. to act as a Registrar and Paying Agent. The
principal Registrar shall keep a register of the Notes and of their transfer and
exchange. The Company may appoint one or more co-registrars and one or more
additional paying agents in such other locations as it shall determine. The term
"REGISTRAR" includes any co-registrar and the term "PAYING AGENT" includes any
additional paying agent. The Company may change any Paying Agent or Registrar
without prior notice to any Holder. The Company shall notify the Trustee of the
name and address of any Agent not a party to this Indenture. If the Company
fails to appoint or maintain another entity as Registrar or Paying Agent, the
Trustee shall act as such. The Company or any of its Affiliates may act as
Paying Agent or Registrar.


                                      -20-

<PAGE>   27


SECTION 2.04.  PAYING AGENT TO HOLD MONEY IN TRUST.

     The Company shall require each Paying Agent other than the Trustee to agree
in writing that the Paying Agent will hold in trust for the benefit of Holders
or the Trustee all money held by the Paying Agent for the payment of principal
or interest on the Notes, and will notify the Trustee of any default by the
Company in making any such payment. While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee
and to account for any money disbursed by it. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or an Affiliate
of the Company) shall have no further liability for the money. If the Company or
an Affiliate of the Company acts as Paying Agent, it shall segregate and hold in
a separate trust fund for the benefit of the Holders all money held by it as
Paying Agent.


SECTION 2.05.  HOLDER LISTS.

     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders. If the Trustee is not the Registrar, the Company shall furnish to the
Trustee on or before each interest payment date and at such other times as the
Trustee may request in writing a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Holders.


SECTION 2.06.  TRANSFER AND EXCHANGE.

     Where Notes are presented to the Registrar or a co-registrar with a request
to register a transfer or to exchange them for an equal principal amount of
Notes of other denominations, the Registrar shall register the transfer or make
the exchange if its requirements for such transactions are met. To permit
registrations of transfers and exchanges, the Company shall issue and the
Trustee shall authenticate Notes at the Registrar's request. No service charge
shall be made for any registration of transfer or exchange (except as otherwise
expressly permitted herein), but the Company may require payment of a sum
sufficient to cover any transfer tax or similar governmental charge payable in
connection therewith (other than any such transfer tax or similar governmental
charge payable upon exchanges pursuant to Sections 2.10 or 9.05 hereof).

(a)  Notwithstanding any provision to the contrary herein, so long as a Global
     Note remains outstanding and is held by or on behalf of the Depositary,
     transfers of a Global Note, in whole or in part, or of any beneficial
     interest therein, shall only be made in accordance with Section 2.01(b) and
     this Section 2.06(a); provided, however, that beneficial interests in a
     Global Note may be transferred to Persons who take delivery thereof in the
     form of a beneficial interest in the same Global Note in accordance with
     the transfer restrictions set forth in the Restricted Notes Legend and
     under the heading "Transfer Restrictions" in the Company's Offering
     Memorandum dated January 17, 2001.

     (i)  Except for transfers or exchanges made in accordance with clauses (ii)
          through (v) of this Section 2.06(a), transfers of a Global Note shall
          be limited to transfers of such Global Note in whole, but not in part,
          to the Depositary, to nominees of the Depositary or to the custodians
          of the Depositary or nominees


                                      -21-

<PAGE>   28


          thereof or to a successor of the Depositary or such successor's
          nominee or to custodians of such successor Depositary or nominees
          thereof.

     (ii) Rule 144A Global Note to Regulation S Global Note. If an owner of a
          beneficial interest in the Rule 144A Global Note deposited with the
          Depositary or the Trustee, as custodian for the Depositary, wishes at
          any time to transfer its interest in such Rule 144A Global Note to a
          Person who is required to take delivery thereof in the form of an
          interest in the Regulation S Global Note, such owner may, subject to
          the rules and procedures of the Depositary, exchange or cause the
          exchange of such interest for an equivalent beneficial interest in the
          Regulation S Global Notes. Upon receipt by the principal Registrar of
          (1) instructions given in accordance with the Depositary's procedures
          from an Agent Member directing the principal Registrar to credit or
          cause to be credited a beneficial interest in the Regulation S Global
          Note in an amount equal to the beneficial interest in a Rule 144A
          Global Note to be exchanged, (2) a written order given in accordance
          with the Depositary's procedures containing information regarding the
          participant account of the Depositary and the Euroclear or Clearstream
          account to be credited with such increase and (3) a certificate in the
          form of Exhibit C attached hereto given by the Holder of such
          beneficial interest, then the principal Registrar shall instruct the
          Depositary to reduce or cause to be reduced the principal amount of
          the Rule 144A Global Note and to increase or cause to be increased the
          principal amount of the Regulation S Global Note by the aggregate
          principal amount of the beneficial interest in the Rule 144A Global
          Note equal to the beneficial interest in the Regulation S Global Note
          to be exchanged or transferred, to credit or cause to be credited to
          the account of the Person specified in such instructions a beneficial
          interest in the Regulation S Global Note equal to the reduction in the
          principal amount of the Rule 144A Global Note and to debit or cause to
          be debited from the account of the Person making such exchange or
          transfer the beneficial interest in the Rule 144A Global Note that is
          being exchanged or transferred.

    (iii) Regulation S Global Note to Rule 144A Global Note. If an owner of a
          beneficial interest in the Regulation S Global Note deposited with the
          Depositary or with the Trustee as custodian for the Depositary wishes
          at any time to transfer its interest in such Regulation S Global Note
          to a Person who is required to take delivery thereof in the form of an
          interest in a Rule 144A Global Note, such Holder may, subject to the
          rules and procedures of the Depositary, exchange or cause the exchange
          of such interest for an equivalent beneficial interest in a Rule 144A
          Global Note. Upon receipt by the principal Registrar of (1)
          instructions from the Depositary, directing the principal Registrar to
          credit or cause to be credited a beneficial interest in the Rule 144A
          Global Note equal to the beneficial interest in the Regulation S
          Global Note to be exchanged or transferred, such instructions to
          contain information regarding the participant account with the
          Depositary to be credited with such increase, (2) a written order
          given in accordance with the Depositary's procedures containing
          information regarding the participant account of the Depositary and
          (3) a certificate in the form of Exhibit D attached hereto given by
          the owner of


                                      -22-

<PAGE>   29


          such beneficial interest, then the principal Registrar will instruct
          the Depositary to reduce or cause to be reduced the Regulation S
          Global Note and to increase or cause to be increased the principal
          amount of the Rule 144A Global Note by the aggregate principal amount
          of the beneficial interest in the Regulation S Global Note to be
          exchanged or transferred, and the principal Registrar shall instruct
          the Depositary, concurrently with such reduction, to credit or cause
          to be credited to the account of the Person specified in such
          instructions a beneficial interest in the Rule 144A Global Note equal
          to the reduction in the principal amount of the Regulation S Global
          Note and to debit or cause to be debited from the account of the
          Person making such exchange or transfer the beneficial interest in the
          Regulation S Global Note that is being exchanged or transferred.

     (iv) DTC Rule 144A Global Note to European Rule 144A Global Note. If an
          owner of a beneficial interest in the DTC Rule 144A Global Note
          deposited with the Depositary or with the Trustee, as custodian for
          the Depositary, wishes at any time to transfer its interest in such
          DTC Rule 144A Global Note to a Person who is required to take delivery
          thereof in the form of an interest in the European Rule 144A Global
          Note, such Holder may, subject to the rules and procedures of the
          Depositary, exchange or cause the exchange of such interest for an
          equivalent beneficial interest in the European Rule 144A Global Note.
          Upon receipt by the principal Registrar of (1) instructions from the
          Depositary, directing the principal Registrar to credit or cause to be
          credited a beneficial interest in the European Rule 144A Global Note
          equal to the beneficial interest in the DTC Rule 144A Global Note to
          be exchanged or transferred, such instructions to contain information
          regarding the participant account with the Depositary to be credited
          with such increase, (2) a written order given in accordance with the
          Depositary's procedures containing information regarding the
          participant account of the Depositary and the Euroclear or Clearstream
          account to be credited with such increase and (3) a certificate in the
          form of Exhibit D attached hereto given by the owner of such
          beneficial interest, then the principal Registrar will instruct the
          Depositary to reduce or cause to be reduced the DTC Rule 144A Global
          Note and to increase or cause to be increased the principal amount of
          the European Rule 144A Global Note by the aggregate principal amount
          of the beneficial interest in the DTC Rule 144A Global Note to be
          exchanged or transferred, and the principal Registrar shall instruct
          the Depositary, concurrently with such reduction, to credit or cause
          to be credited to the account of the Person specified in such
          instructions a beneficial interest in the European Rule 144A Global
          Note equal to the reduction in the principal amount of the DTC Rule
          144A Global Note and to debit or cause to be debited from the account
          of the Person making such exchange or transfer the beneficial interest
          in the DTC Rule 144A Global Note that is being exchanged or
          transferred.

     (v)  European Rule 144A Global Note to DTC Rule 144A Global Note. If an
          owner of a beneficial interest in the European Rule 144A Global Note
          deposited with the Depositary or with the Trustee, as custodian for
          the Depositary, wishes at any time to transfer its interest in such
          European Rule 144A Global Note to a


                                      -23-

<PAGE>   30


          Person who is required to take delivery thereof in the form of an
          interest in the DTC Rule 144A Global Note, such Holder may, subject to
          the rules and procedures of the Depositary, exchange or cause the
          exchange of such interest for an equivalent beneficial interest in the
          DTC Rule 144A Global Note. Upon receipt by the principal Registrar of
          (1) instructions from the Depositary, directing the principal
          Registrar to credit or cause to be credited a beneficial interest in
          the DTC Rule 144A Global Note equal to the beneficial interest in the
          European Rule 144A Global Note to be exchanged or transferred, such
          instructions to contain information regarding the participant account
          with the Depositary to be credited with such increase, (2) a written
          order given in accordance with the Depositary's procedures containing
          information regarding the participant account of the Depositary and
          (3) a certificate in the form of Exhibit D --------- attached hereto
          given by the owner of such beneficial interest, then the principal
          Registrar will instruct the Depositary to reduce or cause to be
          reduced the European Rule 144A Global Note and to increase or cause to
          be increased the principal amount of the DTC Rule 144A Global Note by
          the aggregate principal amount of the beneficial interest in the
          European Rule 144A Global Note to be exchanged or transferred, and the
          principal Registrar shall instruct the Depositary, concurrently with
          such reduction, to credit or cause to be credited to the account of
          the Person specified in such instructions a beneficial interest in the
          DTC Rule 144A Global Note equal to the reduction in the principal
          amount of the European Rule 144A Global Note and to debit or cause to
          be debited from the account of the Person making such exchange or
          transfer the beneficial interest in the European Rule 144A Global Note
          that is being exchanged or transferred.

     (vi) Global Note to Restricted Note. If an owner of a beneficial interest
          in a Global Note deposited with the Depositary or with the Trustee, as
          custodian for the Depositary, wishes at any time to transfer its
          interest in such Global Note to a Person who is required to take
          delivery thereof in the form of a Restricted Note, such owner may,
          subject to the applicable rules and procedures of the Depositary,
          cause the exchange of such interest for one or more Restricted Notes
          of any authorized denomination or denominations and of the same
          aggregate principal amount. Upon receipt by the principal Registrar of
          (1) instructions from the Depositary directing the principal Registrar
          to authenticate and deliver one or more Restricted Notes of the same
          aggregate principal amount as the beneficial interest in the Global
          Note to be exchanged, such instructions to contain the name or names
          of the designated transferee or transferees, the authorized
          denomination or denominations of the Restricted Notes to be so issued
          and appropriate delivery instructions, (2) a certificate in the form
          of Exhibit E attached hereto given by the owner of such beneficial
          interest to the effect set forth therein, (3) a certificate in the
          form of Exhibit F attached hereto given by the Person acquiring the
          Restricted Notes for which such interest is being exchanged, to the
          effect set forth therein, and (4) such other certifications, legal
          opinions or other information as the Company may reasonably require to
          confirm that such transfer is being made pursuant to an exemption
          from, or in a transaction not subject to, the registration
          requirements of the Securities Act, then the principal Registrar, will
          instruct


                                      -24-

<PAGE>   31


          the Depositary to reduce or cause to be reduced such Global Note by
          the aggregate principal amount of the beneficial interest therein to
          be exchanged and to debit or cause to be debited from the account of
          the Person making such transfer the beneficial interest in the Global
          Note that is being transferred, and concurrently with such reduction
          and debit the Company shall execute, and the Trustee shall
          authenticate and deliver, one or more Restricted Notes of the same
          aggregate principal amount in accordance with the instructions
          referred to above.

    (vii) Restricted Note to Restricted Note. If a Holder of a Restricted Note
          wishes at any time to transfer such Restricted Note to a Person who is
          required to take delivery thereof in the form of a Restricted Note,
          such Holder may, subject to the restrictions on transfer set forth
          herein and in such Restricted Note, cause the exchange of such
          Restricted Note for one or more Restricted Notes of any authorized
          denomination or denominations and of the same aggregate principal
          amount. Upon receipt by the principal Registrar of (1) such Restricted
          Note, duly endorsed as provided herein, (2) instructions from such
          Holder directing the principal Registrar to authenticate and deliver
          one or more Restricted Notes of the same aggregate principal amount as
          the Restricted Note to be exchanged, such instructions to contain the
          name or authorized denomination or denominations of the Restricted
          Notes to be so issued and appropriate delivery instructions, (3) a
          certificate from the Holder of the Restricted Note to be exchanged in
          the form of Exhibit E attached --------- hereto, (4) a certificate in
          the form of Exhibit F attached hereto given by the Person ---------
          acquiring the Restricted Notes for which such interest is being
          exchanged, to the effect set forth therein, and (5) such other
          certifications, legal opinions or other information as the Company may
          reasonably require to confirm that such transfer is being made
          pursuant to an exemption from, or in a transaction not subject to, the
          registration requirements of the Securities Act, then the Registrar
          shall cancel or cause to be canceled such Restricted Note and
          concurrently therewith, the Company shall execute, and the Trustee
          shall authenticate and deliver, one or more Restricted Notes of the
          same aggregate principal amount, in accordance with the instructions
          referred to above.

   (viii) Other Exchanges. In the event that a beneficial interest in a Global
          Note is exchanged for Notes in definitive registered form pursuant to
          Section 2.10, prior to the effectiveness of a Shelf Registration
          Statement with respect to such Notes, such Notes may be exchanged only
          in accordance with such procedures as are substantially consistent
          with the provisions of clauses (ii) and (iii) above (including the
          certification requirements intended to ensure that such transfers
          comply with Rule 144A, Rule 144, Regulation S or any other available
          exemption from registration, as the case may be) and such other
          procedures as may from time to time be adopted by the Company.

     (ix) Restricted Period. Prior to the termination of the Restricted Period
          with respect to the issuance of the Notes, transfers of interests in
          the Regulation S Global Note to "U.S. PERSONS" (as defined in
          Regulation S) shall be limited to


                                      -25-

<PAGE>   32


          transfers to QIBs. The Company shall advise the Trustee as to the
          termination of the Restricted Period and the Trustee may rely
          conclusively thereon.

(b)  Except in connection with a Registered Exchange Offer or a Shelf
     Registration Statement contemplated by and in accordance with the terms of
     the Registration Rights Agreement, if Initial Notes are issued upon the
     transfer, exchange or replacement of Initial Notes bearing the Restricted
     Notes Legend set forth in Exhibit A hereto, or if a request is made to
     remove such Restricted Notes Legend on Initial Notes, the Initial Notes so
     issued shall bear the applicable Restricted Notes Legend, or the Restricted
     Notes Legend shall not be removed, as the case may be, unless there is
     delivered to the Company such satisfactory evidence, which may include an
     opinion of counsel licensed to practice law in the State of New York, as
     may be reasonably required by the Company, that neither the legend nor the
     restrictions on transfer set forth therein are required to ensure that
     transfers thereof comply with the provisions of Rule 144A, Rule 144,
     Regulation S or any other available exemption from registration under the
     Securities Act or, with respect to Restricted Notes, that such Notes are
     not "restricted" within the meaning of Rule 144 under the Securities Act.
     Upon provision of such satisfactory evidence, the Trustee, at the direction
     of the Company, shall authenticate and deliver Initial Notes that do not
     bear the legend.

(c)  Neither the Company nor the Trustee shall have any responsibility for any
     actions taken or not taken by the Depositary and the Company shall have no
     responsibility for any actions taken or not taken by the Trustee as agent
     or custodian of the Depositary.


SECTION 2.07.  REPLACEMENT NOTES.

     If the Holder of a Note claims that the Note has been lost, destroyed or
wrongfully taken or if such Note is mutilated and is surrendered to the Trustee,
the Company shall issue and the Trustee shall authenticate a replacement Note if
the Trustee's and the Company's requirements are met. If required by the Trustee
or the Company, an indemnity bond must be sufficient in the judgment of both to
protect the Company, the Trustee, any Agent or any authenticating agent from any
loss which any of them may suffer if a Note is replaced. The Company may charge
for its expenses in replacing a Note.

     In case any such mutilated, destroyed, lost or stolen Note has become or is
about to become due and payable, or is about to be purchased by the Company
pursuant to Article 3 hereof, the Company in its discretion may, instead of
issuing a new Note, pay or purchase such Note, as the case may be.

     Every replacement Note is an additional obligation of the Company and shall
be entitled to all of the benefits of this Indenture equally and proportionately
with all other Notes duly issued hereunder.


SECTION 2.08.  OUTSTANDING NOTES.

     The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
and those described in this Section as not outstanding.


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<PAGE>   33


     If a Note is replaced, paid or purchased pursuant to Section 2.07 hereof,
it ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced, paid or purchased Note is held by a bona fide purchaser.

     If the principal amount of any Note is considered paid under Section 4.01
hereof, such Note ceases to be outstanding and interest on it ceases to accrue.

     Except as set forth in Section 2.09 hereof, a Note does not cease to be
outstanding because the Company or an Affiliate of the Company holds the Note.


SECTION 2.09.  TREASURY NOTES.

     In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company or an Affiliate of the Company shall be considered as though they are
not outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes that the Trustee knows are so owned shall be so disregarded.


SECTION 2.10.  TEMPORARY NOTES; GLOBAL NOTES.

(a)  Until definitive Notes are ready for delivery, the Company may prepare and
     the Trustee shall authenticate temporary Notes. Temporary Notes shall be
     substantially in the form of definitive Notes but may have variations that
     the Company considers appropriate for temporary Notes. Without unreasonable
     delay, the Company shall prepare and the Trustee shall authenticate
     definitive Notes in exchange for temporary Notes. Holders of temporary
     Notes shall be entitled to all of the benefits of this Indenture.

(b)  A Global Note deposited with the Depositary or with the Trustee as
     custodian for the Depositary pursuant to Section 2.01 shall be transferred
     to the beneficial owners thereof in the form of certificated Notes only if
     such transfer complies with Section 2.06 and (i) the Depositary notifies
     the Company that it is unwilling or unable to continue as Depositary for
     such Global Note or if at any time such Depositary ceases to be a "clearing
     agency" registered under the Exchange Act and a successor depositary is not
     appointed by the Company within 90 days of such notice, or (ii) an Event of
     Default has occurred and is continuing.

(c)  Any Global Note that is transferable to the beneficial owners thereof in
     the form of certificated Notes pursuant to this Section 2.10 shall be
     surrendered by or on behalf of the Depositary to the Trustee to be so
     transferred, in whole or from time to time in part, without charge, and the
     Trustee shall authenticate and deliver, upon such transfer of each portion
     of such Global Note, an equal aggregate principal amount of Initial Notes
     of authorized denominations in the form of certificated Notes. Any portion
     of a Global Note transferred pursuant to this Section shall be executed,
     authenticated and delivered only in denominations of Euro 1,000 and any
     integral multiple thereof and registered in such names as the Depositary
     shall direct. Any Initial Note in the form of certificated Notes delivered
     in exchange for an interest in the Global Notes shall,


                                      -27-

<PAGE>   34


     except as otherwise provided by Section 2.06(b) bear the Restricted Notes
     Legend set forth in Exhibit A hereto (the "RESTRICTED NOTES").

(d)  The registered Holder of a Global Note may grant proxies and otherwise
     authorize any Person, including Agent Members and Persons that may hold
     interests through Agent Members, to take any action which a Holder is
     entitled to take under this Indenture or the Notes.

(e)  In the event of the occurrence of either of the events specified in Section
     2.10(b), the Company will promptly make available to the Trustee a
     reasonable supply of certificated Notes in definitive, fully registered
     form without interest coupons.


SECTION 2.11.  CANCELLATION.

     The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The
Trustee shall promptly cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of
canceled Notes as the Company directs. The Company may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for
cancellation.


SECTION 2.12.  DEFAULTED INTEREST.

     If the Company fails to make a payment of interest on the Notes, it shall
pay such defaulted interest plus any interest payable on the defaulted interest,
in any lawful manner. It may pay such defaulted interest, plus any such interest
payable on it, to the Persons who are Holders on a subsequent special record
date. The Company shall fix any such record date and payment date, provided that
no such record date shall be less than 10 days prior to the related payment date
for such defaulted interest. At least 15 days before any such record date, the
Company shall mail to Holders a notice that states the special record date, the
related payment date and amount of such interest to be paid.


                                   ARTICLE 3.
                                   REDEMPTION


SECTION 3.01.  NOTICES TO TRUSTEE.

     If the Company elects to redeem Notes pursuant to the Optional Tax
Redemption provision of the Notes (Section 8 of the Initial Notes and Section 7
of the Exchange Notes), it shall notify the Trustee of the redemption date and
the principal amount of Notes to be redeemed and such notice shall be
accompanied by an Officer's Certificate to the effect that the conditions to
such redemption contained herein have been complied with. The Company shall give
each notice provided for in this Section 3.01 at least 50 days before the
redemption date (unless a shorter notice period shall be satisfactory to the
Trustee).


SECTION 3.02.  [RESERVED]

     [Reserved]


                                      -28-

<PAGE>   35


SECTION 3.03.  NOTICE OF REDEMPTION.

     At least 30 days but not more than 60 days before a redemption date, the
Company shall mail, by first class mail, a notice of redemption to each Holder
at its registered address. The notice shall identify the Notes to be redeemed
and shall state:

(a)  the redemption date;

(b)  the redemption price;

(c)  [Reserved];

(d)  the name and address of the Paying Agent;

(e)  that Notes called for redemption must be surrendered to the Paying Agent to
     collect the redemption price plus accrued interest, if any;

(f)  that interest on Notes called for redemption ceases to accrue on and after
     the redemption date; and

(g)  the paragraph of the Notes pursuant to which the Notes called for
     redemption are being redeemed.

     At the Company's request, the Trustee shall give notice of redemption in
the Company's name and at its expense; provided that the Company shall have
delivered to the Trustee, at least 45 days prior to the redemption date, an
Officer's Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice, as provided in the preceding
paragraph.

     If the Notes are listed on the Luxembourg Stock Exchange, the Company will
publish any redemption notice, at least 30 but not more than 60 days before the
redemption date, in a daily newspaper with general circulation in Luxembourg.


SECTION 3.04.  EFFECT OF NOTICE OF REDEMPTION.

     Once notice of redemption is mailed in accordance with Section 3.03 hereof,
Notes called for redemption become due and payable on the redemption date at the
price set forth in the Note. A notice of redemption may not be conditional.


SECTION 3.05.  DEPOSIT OF REDEMPTION PRICE.

     At least one Business Day prior to the redemption date, the Company shall
deposit with the Trustee or with the Paying Agent money sufficient to pay the
redemption price of and accrued interest, if any, on all Notes to be redeemed on
that date. The Trustee or the Paying Agent shall return to the Company any money
not required for that purpose.

SECTION 3.06.  [RESERVED]

     [Reserved]


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<PAGE>   36


SECTION 3.07.  OPTIONAL TAX REDEMPTION.

     The Company may redeem all of the Notes in accordance with the Optional Tax
Redemption provision of the Notes (Section 8 of the Initial Notes and Section 7
of the Exchange Notes). Redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Section 3.01 through 3.05 hereof.


SECTION 3.08.  MANDATORY REDEMPTION

     The Company shall not be required to make mandatory redemption payments
with respect to the Notes.


SECTION 3.09.  ASSET SALE OFFER AND PURCHASE OFFER.

(a)  In the event that the Company shall commence an offer to all Holders of the
     Notes to purchase Notes pursuant to Section 4.10 hereof (the "ASSET SALE
     OFFER") or pursuant to Section 4.13 hereof (the "PURCHASE OFFER"), the
     Company shall follow the procedures in this Section 3.09.

(b)  The Asset Sale Offer or the Purchase Offer, as the case may be, shall
     remain open for a period specified by the Company which shall be no less
     than 30 calendar days and no more than 40 calendar days following its
     commencement (the "COMMENCEMENT DATE") (as determined in accordance with
     Section 4.10 or 4.13 hereof, as the case may be), except to the extent that
     a longer period is required by applicable law (the "TENDER PERIOD"). Upon
     the expiration of the Tender Period (the "PURCHASE Date"), the Company
     shall purchase the principal amount of Notes required to be purchased
     pursuant to Section 4.10 or 4.13 hereof (the "OFFER AMOUNT") or, if less
     than the Offer Amount has been tendered, all Notes tendered in response to
     the Asset Sale Offer or the Purchase Offer, as the case may be.

(c)  If the Purchase Date is (i) on or after an interest payment record date and
     (ii) on or before the related interest payment date, any accrued interest
     shall be paid to the Person in whose name a Note is registered at the close
     of business on such record date, and no additional interest will be payable
     to Holders who tender Notes pursuant to the Asset Sale Offer or the
     Purchase Offer, as the case may be.

(d)  The Company shall provide the Trustee with notice of the Asset Sale Offer
     or the Purchase Offer, as the case may be, at least 10 days before the
     Commencement Date.

(e)  On or before the Commencement Date, the Company or the Trustee (at the
     expense of the Company) shall send, by first class mail, a notice to each
     of the Holders, which shall govern the terms of the Asset Sale Offer or the
     Purchase Offer and shall state:

     (i)  that the Asset Sale Offer or the Purchase Offer is being made pursuant
          to this Section 3.09 and, as applicable, Section 4.10 or 4.13 hereof
          and the length of time the Asset Sale Offer or the Purchase Offer will
          remain open;

     (ii) the Offer Amount, the purchase price (as determined in accordance with
          Section 4.10 or 4.13 hereof) and the Purchase Date, and in the case of
          a


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<PAGE>   37


          Purchase Offer made pursuant to Section 4.13 hereof, that all Notes
          tendered will be accepted for payment;

    (iii) that any Note or portion thereof not tendered or accepted for payment
          will continue to accrue interest;

     (iv) that, unless the Company defaults in the payment of the purchase
          price, any Note or portion thereof accepted for payment pursuant to
          the Asset Sale Offer or the Purchase Offer will cease to accrue
          interest after the Purchase Date;

     (v)  that Holders electing to have a Note or portion thereof purchased
          pursuant to any Asset Sale Offer or Purchase Offer will be required to
          surrender the Note, with the form entitled "Option of Holder to Elect
          Purchase" on the reverse of the Note completed, to the Company, a
          depositary, if appointed by the Company, or a Paying Agent at the
          address specified in the notice prior to the close of business on the
          third Business Day preceding the Purchase Date;

     (vi) that Holders will be entitled to withdraw their election if the
          Company, depositary or Paying Agent, as the case may be, receives, not
          later than the close of business on the second Business Day preceding
          the Purchase Date, or such longer period as may be required by law, a
          letter or a telegram, telex or facsimile transmission (receipt of
          which is confirmed and promptly followed by a letter) setting forth
          the name of the Holder, the principal amount of the Note or portion
          thereof the Holder delivered for purchase and a statement that such
          Holder is withdrawing his election to have the Note or portion thereof
          purchased;

    (vii) that, in the event of an Asset Sale Offer, if the aggregate principal
          amount of Notes surrendered by Holders exceeds the Offer Amount, the
          Trustee will select the Notes to be purchased pro rata or by a method
          that complies with the requirements of any exchange on which the Notes
          are listed and that the Trustee considers fair and appropriate with
          such adjustments as may be deemed appropriate by the Company so that
          only Notes in denominations of Euro 1,000, or integral multiples
          thereof, shall be purchased; and

   (viii) that Holders whose Notes were purchased only in part will be issued
          new Notes equal in principal amount to the unpurchased portion of the
          Notes surrendered.

          In addition, the notice shall, to the extent permitted by applicable
          law, be accompanied by a copy of the information regarding the Company
          and its Subsidiaries which is required to be contained in the most
          recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K
          (including any financial statements or other information required to
          be included or incorporated by reference therein) and any Reports on
          Form 8-K filed since the date of such Quarterly Report or Annual
          Report (or would have been required to file if the Company remained a
          company incorporated in the United States), as the case may be, which
          the Company has filed (or would have been required to file if it
          remained a company incorporated in the United


                                      -31-

<PAGE>   38


          States) with the SEC on or prior to the date of the notice. The notice
          shall contain all instructions and materials necessary to enable such
          Holders to tender Notes pursuant to the Asset Sale Offer or the
          Purchase Offer, as the case may be.

(f)  At least one Business Day prior to the Purchase Date, the Company shall
     irrevocably deposit with the Trustee or a Paying Agent in immediately
     available funds an amount equal to the Offer Amount to be held for payment
     in accordance with the terms of this Section. On the Purchase Date, the
     Company shall, to the extent lawful, (i) accept for payment the Notes or
     portions thereof tendered pursuant to the Asset Sale Offer or the Purchase
     Offer, (ii) deliver or cause the depositary or Paying Agent to deliver to
     the Trustee Notes so accepted and (iii) deliver to the Trustee an Officer's
     Certificate stating such Notes or portions thereof have been accepted for
     payment by the Company in accordance with the terms of this Section 3.09.
     The depositary, the Paying Agent or the Company, as the case may be, shall
     promptly (but in any case not later than ten (10) calendar days after the
     Purchase Date) mail or deliver to each tendering Holder an amount equal to
     the purchase price of the Notes tendered by such Holder and accepted by the
     Company for purchase, and the Trustee shall promptly authenticate and mail
     or deliver to such Holders a new Note equal in principal amount to any
     unpurchased portion of the Note surrendered. Any Notes not so accepted
     shall be promptly mailed or delivered by or on behalf of the Company to the
     Holder thereof. If any Notes are in certificated form, payment may be made
     at the office of the paying agent in Luxembourg. The Company will publicly
     announce in a newspaper of general circulation the results of the Asset
     Sale Offer or the Purchase Offer on the Purchase Date.

(g)  For the purposes of calculating the allocation of available Excess Proceeds
     to the Notes and each issue of the Notes and Other Qualified Notes on a pro
     rata basis according to accreted value or principal amount, as the case may
     be, the relevant principal amount or the accreted value, as the case may
     be, of any Other Qualified Notes denominated in a currency other than U.S.
     dollars will be notionally converted into U.S. dollars from the currency
     the Notes and such Other Qualified Notes are denominated in (the "BASE
     CURRENCY");

     (i)  in the case of determining the maximum principal amount or accreted
          value of Notes and Other Qualified Notes that may be purchased out of
          the Excess Proceeds, at the noon buying rate in the City of New York
          as certified for customs purposes by the Federal Reserve Bank of New
          York for cable transfers in the Base Currency (the "NOON BUYING RATE")
          on the Business Day which is 10 Business Days prior to the
          Commencement Date; and

     (ii) in the case of determining the allocation of the remaining Excess
          Proceeds if the aggregate principal amount or accreted value, as the
          case may be, of Notes and Other Qualified Notes surrendered by holders
          in the Asset Sale Offer exceeds the remaining amount of Excess
          Proceeds, at the Noon Buying Rate on the second Business Day preceding
          the Purchase Date.

(h)  The Asset Sale Offer or the Purchase Offer shall be made by the Company in
     compliance with all applicable


                                      -32-

<PAGE>   39


     provisions of the Exchange Act, and all applicable tender offer rules
     promulgated thereunder, and shall include all instructions and materials
     necessary to enable such Holders to tender their Notes.


                                   ARTICLE 4.
                                   COVENANTS


SECTION 4.01.  PAYMENT OF NOTES.

     The Company shall pay the principal of, premium, if any, and interest on,
the Notes on the dates and in the manner provided in the Notes. At least one
Business Day prior to any payment date, the Company shall deposit with the
Trustee or with the Paying Agent money sufficient to pay the sums due on such
date. Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent (other than the Company or an Affiliate of the
Company) holds on that date money designated for and sufficient to pay all
principal and interest then due. To the extent lawful, the Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on (i) the overdue principal and premium, if any, at the rate
borne by the Notes, compounded semiannually; and (ii) overdue installments of
interest (without regard to any applicable grace period) at the same rate,
compounded semiannually.


SECTION 4.02.  REPORTS.

     Whether or not required by the rules and regulations of the SEC, so long as
any Notes are outstanding, the Company shall file with the SEC and furnish to
the Trustee and to the Holders of Notes, all quarterly and annual financial
information required to be contained in a filing with the SEC on Forms 10-Q and
10-K (or the equivalent thereof under the Exchange Act for foreign private
issuers in the event the Company becomes a corporation organized under the laws
of the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the
Cayman Islands), including a "Management's Discussion and Analysis of Results of
Operations and Financial Condition" and, with respect to the annual information
only, a report thereon by the Company's certified independent accountants, in
each case, in the form required by the rules and regulations of the SEC as in
effect on the Issuance Date. If and so long as the Notes are listed on the
Luxembourg Stock Exchange, copies of such reports will be available at the
specified office of the listing agent in Luxembourg. This Section 4.02 will
apply notwithstanding that the Company becomes a corporation organized under the
laws of the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda
or the Cayman Islands.


SECTION 4.03.  COMPLIANCE CERTIFICATE.

     The Company shall deliver to the Trustee, within 90 days after the end of
each fiscal year of the Company, an Officer's Certificate stating that a review
of the activities of the Company and its subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officer with a
view to determining whether the Company has kept, observed, performed and
fulfilled its obligations under, and complied with the covenants and conditions
contained in, this Indenture, and further stating, as to the Officer signing
such certificate, that, to the best of his knowledge, the Company has kept,
observed, performed and fulfilled each and every covenant, and complied with the
covenants and conditions contained in this Indenture and is not in default in
the performance or observance of any of the terms,


                                      -33-

<PAGE>   40


provisions and conditions hereof (or, if a Default or Event of Default shall
have occurred, describing all such Defaults or Events of Default of which he may
have knowledge) and that to the best of his knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal or
of interest, if any, on the Notes are prohibited.

     The Officer signing such Officer's Certificate shall be either the
Company's principal executive officer, principal financial officer or principal
accounting officer.

     The Company shall, so long as any of the Notes are outstanding, deliver to
the Trustee, forthwith upon becoming aware of any Default or Event of Default,
an Officer's Certificate specifying such Default or Event of Default.

     Immediately upon the occurrence of any event giving rise to the accrual of
Special Interest (as such term is defined in Exhibit A hereto) or the cessation
of such accrual, the Company shall give the Trustee notice thereof and of the
event giving rise to such accrual or cessation (such notice to be contained in
an Officer's Certificate) and prior to receipt of such Officer's Certificate,
the Trustee shall be entitled to assume that no such accrual has commenced or
ceased, as the case may be.


SECTION 4.04.  STAY, EXTENSION AND USURY LAWS.

     The Company covenants (to the extent that it may lawfully do so) that it
shall not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not, by resort to any such law, hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.


SECTION 4.05.  CORPORATE EXISTENCE.

     Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and the corporate, partnership or other existence of each subsidiary
of the Company in accordance with the respective organizational documents of
each subsidiary and the rights (charter and statutory), licenses and franchises
of the Company and its subsidiaries; provided, however, that the Company shall
not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any subsidiary, if the Board of
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and its subsidiaries taken as a
whole and that the loss thereof is not adverse in any material respect to the
Holders. The Company shall notify the Trustee in writing of any subsidiary which
qualifies as a Material Subsidiary and is not specified in clause (i) of the
definition thereof.


                                      -34-

<PAGE>   41


SECTION 4.06.  TAXES.

     The Company shall, and shall cause each of its subsidiaries to, pay prior
to delinquency all taxes, assessments and governmental levies, except as
contested in good faith and by appropriate proceedings.


SECTION 4.07.  LIMITATIONS ON LIENS.

     Neither the Company nor any of its Restricted Subsidiaries may, directly or
indirectly, create, incur, assume or suffer to exist any Lien on any asset now
owned or hereafter acquired, or any income or profits therefrom, or assign or
convey any right to receive income therefrom, except:

(a)  Permitted Liens;

(b)  Liens securing Indebtedness and related obligations to the extent such
     Indebtedness and related obligations are permitted under Sections
     4.08(b)(i), (iii), (iv), (v), (viii), (ix) and (xi) hereof;

(c)  Liens on the assets acquired or leased with the proceeds of Indebtedness
     permitted to be incurred under Section 4.08 hereof; and

(d)  Liens securing Refinancing Indebtedness permitted to be incurred under
     Section 4.08 hereof; provided that the Refinancing Indebtedness so issued
     and secured by such Lien shall not be secured by any property or assets of
     the Company or any of its Restricted Subsidiaries other than the property
     or assets subject to the Liens securing such Indebtedness being refinanced.


SECTION 4.08.  INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

(a)  The Company shall not, and shall not permit any of its Restricted
     Subsidiaries to, directly or indirectly, create, incur, issue, assume,
     guaranty or otherwise become directly or indirectly liable with respect to
     (collectively, "INCUR") any Indebtedness (including Acquired Debt) and the
     Company shall not issue any Disqualified Stock and shall not permit any of
     its Restricted Subsidiaries to issue any shares of preferred stock that is
     Disqualified Stock; provided, however, that the Company may incur
     Indebtedness or issue shares of Disqualified Stock and any of its
     Restricted Subsidiaries may issue shares of preferred stock that is
     Disqualified Stock if after giving effect to such issuance or incurrence on
     a pro forma basis, the sum of (x) Indebtedness of the Company and its
     Restricted Subsidiaries, on a consolidated basis, (y) the liquidation value
     of outstanding preferred stock of Restricted Subsidiaries and (z) the
     aggregate amount payable by the Company and its Restricted Subsidiaries, on
     a consolidated basis, upon redemption of Disqualified Stock to the extent
     such amount is not included in the preceding clause (y) shall be less than
     the product of Annualized Pro Forma EBITDA for the latest fiscal quarter
     for which internal financial statements are available immediately preceding
     the date on which such additional Indebtedness is incurred or such
     Disqualified Stock or preferred stock is issued multiplied by 7.0,
     determined on a pro forma basis (including a pro forma application of the
     net proceeds therefrom), as if the additional Indebtedness had been
     incurred, or the


                                      -35-

<PAGE>   42


     Disqualified Stock or preferred stock had been issued, as the case may be,
     at the beginning of such quarter.

(b)  The foregoing limitations in Section 4.08(a) shall not apply to:

     (i)  the incurrence by the Company or any Restricted Subsidiary of
          Indebtedness pursuant to the Credit Facility;

     (ii) the issuance by any Restricted Subsidiary of preferred stock (other
          than Disqualified Stock) to the Company, any Restricted Subsidiary of
          the Company or the holders of Equity Interests in any Restricted
          Subsidiary on a pro rata basis to such holders;

    (iii) the incurrence of Indebtedness or the issuance of preferred stock by
          the Company or any of its Restricted Subsidiaries the proceeds of
          which are (or the credit support provided by any such Indebtedness
          is), in each case, used to finance the construction, capital
          expenditure and working capital needs of a Cable Business (including,
          without limitation, payments made pursuant to any License), the
          acquisition of Cable Assets or the Capital Stock of a Qualified
          Subsidiary;

     (iv) the incurrence by the Company or any of its Restricted Subsidiaries of
          additional Indebtedness in an aggregate principal amount not to exceed
          $100.0 million at any time;

     (v)  the incurrence by the Company or any Restricted Subsidiary of any
          Permitted Acquired Debt;

     (vi) the incurrence by the Company or any Subsidiary of Indebtedness issued
          in exchange for, or the proceeds of which are used to extend,
          refinance, renew, replace, or refund the Notes, Existing Indebtedness
          or Indebtedness referred to in clauses (i), (ii), (iii), (iv) or (v)
          above or Indebtedness incurred pursuant to Section 4.08(a) hereof (the
          "REFINANCING INDEBTEDNESS"); provided, however, that (1) the principal
          amount of, and any premium payable in respect of, such Refinancing
          Indebtedness shall not exceed the principal amount of Indebtedness so
          extended, refinanced, renewed, replaced or refunded (plus the amount
          of reasonable expenses incurred in connection therewith); (2) the
          Refinancing Indebtedness shall have (A) a Weighted Average Life to
          Maturity equal to or greater than the Weighted Average Life to
          Maturity of the Indebtedness being extended, refinanced, renewed,
          replaced or refunded, and (B) a stated maturity no earlier than the
          stated maturity of, the Indebtedness being extended, refinanced,
          renewed, replaced or refunded; and (3) the Refinancing Indebtedness
          shall be subordinated in right of payment to the Notes as and to the
          extent of the Indebtedness being extended, refinanced, renewed,
          replaced or refunded;

    (vii) the issuance of the Preferred Stock in lieu of payment of cash
          interest on the Subordinated Debentures or the incurrence by the
          Company of Indebtedness


                                      -36-

<PAGE>   43


          represented by the Subordinated Debentures upon the exchange of the
          Preferred Stock in accordance with the Certificate of Designations
          therefor;

   (viii) Indebtedness under Exchange Rate Contracts, provided that such
          Exchange Rate Contracts are related to payment obligations under
          Existing Indebtedness or Indebtedness incurred under Section 4.08(a)
          or (b) hereof that are being hedged thereby, and not for speculation
          and that the aggregate notional amount under each such Exchange Rate
          Contract does not exceed the aggregate payment obligations under such
          Indebtedness;

     (ix) Indebtedness under Interest Rate Agreements, provided that the
          obligations under such agreements are related to payment obligations
          on Existing Indebtedness or Indebtedness otherwise incurred pursuant
          to Section 4.08(a) or (b) hereof, and not for speculation;

     (x)  the incurrence of Indebtedness between the Company and any Restricted
          Subsidiary, between or among Restricted Subsidiaries and between any
          Restricted Subsidiary and other holders of Equity Interests of such
          Restricted Subsidiary (or other Persons providing funding on their
          behalf) on a pro rata basis and on substantially identical principal
          financial terms; provided, however, that if any such Restricted
          Subsidiary that is the payee of any such Indebtedness ceases to be a
          Restricted Subsidiary or transfers such Indebtedness (other than to
          the Company or a Restricted Subsidiary of the Company), such events
          shall be deemed, in each case, to constitute the incurrence of such
          Indebtedness by the Company or by a Restricted Subsidiary, as the case
          may be, at the time of such event; and

     (xi) Indebtedness of the Company and/or any Restricted Subsidiary in
          respect of performance bonds of the Company or any Subsidiary or
          surety bonds provided by the Company or any Restricted Subsidiary
          received in the ordinary course of business in connection with the
          construction or operation of a Cable Business.

(c)  Any redesignation of a Non-Restricted Subsidiary as a Restricted Subsidiary
     shall be deemed for purposes of this Section 4.08 to be an incurrence of
     Indebtedness by the Company and its Restricted Subsidiaries of the
     Indebtedness of such Non-Restricted Subsidiary as of the time of such
     redesignation to the extent such Indebtedness does not already constitute
     Indebtedness of the Company or one of its Restricted Subsidiaries.


SECTION 4.09.  RESTRICTED PAYMENTS.

(a)  The Company shall not, and shall not permit any of its Restricted
     Subsidiaries to, directly or indirectly:

     (i)  declare or pay any dividend or make any distribution on account of the
          Company's or any of its Restricted Subsidiaries' Equity Interests
          (other than (x) dividends or distributions payable in Equity Interests
          (other than Disqualified Stock) of the Company or such Restricted
          Subsidiary, (y)


                                      -37-

<PAGE>   44


          dividends or distributions payable to the Company or any Wholly Owned
          Subsidiary of the Company, or (z) pro rata dividends or pro rata
          distributions payable by a Restricted Subsidiary);

     (ii) purchase, redeem or otherwise acquire or retire for value any Equity
          Interests of the Company (other than any such Equity Interests owned
          by the Company or any Wholly Owned Subsidiary of the Company);

    (iii) voluntarily purchase, redeem or otherwise acquire or retire for value
          any Indebtedness that is subordinated to the Notes; or

     (iv) make any Restricted Investment (all such payments and other actions
          set forth in clauses (i) through (iv) above being collectively
          referred to as "RESTRICTED PAYMENTS"), unless, at the time of such
          Restricted Payment:

          (1)  no Default or Event of Default shall have occurred and be
               continuing or would occur as a consequence thereof; and

          (2)  such Restricted Payment, together with the aggregate of all other
               Restricted Payments made by the Company and its Restricted
               Subsidiaries after the Issuance Date (including Restricted
               Payments permitted by clauses (ii) through (x) of Section
               4.09(b)), is less than the sum of (x) the difference between
               Cumulative EBITDA and 1.5 times Cumulative Interest Expense plus
               (y) Capital Stock Sale Proceeds plus (z) cash received by the
               Company or a Restricted Subsidiary from a Non-Restricted
               Subsidiary (other than cash which is or is required to be repaid
               or returned to such Non-Restricted Subsidiary); provided,
               however, that to the extent that any Restricted Investment that
               was made after the date of this Indenture is sold for cash or
               otherwise liquidated or repaid for cash, the amount credited
               pursuant to this clause (z) shall be the lesser of (A) the cash
               received with respect to such sale, liquidation or repayment of
               such Restricted Investment (less the cost of such sale,
               liquidation or repayment, if any) and (B) the initial amount of
               such Restricted Investment, in each case as determined in good
               faith by the Company's Board of Directors.

(b)  The foregoing provisions in Section 4.09(a) shall not prohibit:

     (i)  the payment of any dividend within 60 days after the date of
          declaration thereof, if at said date of declaration such payment would
          have complied with the provisions of this Indenture;

     (ii) (x) the redemption, repurchase, retirement or other acquisition of any
          Equity Interests of the Company or any Restricted Subsidiary or (y) an
          Investment in any Person, in each case, in exchange for, or out of the
          proceeds of, the substantially concurrent sale (other than to a
          Restricted Subsidiary of the Company) of other Equity Interests (other
          than any Disqualified Stock) of the Company, provided that the Company
          delivers to the Trustee:


                                      -38-

<PAGE>   45


          (1)  with respect to any transaction involving in excess of $5.0
               million, a resolution of the Board of Directors set forth in an
               Officer's Certificate certifying that such transaction is
               approved by a majority of the directors on the Board of
               Directors; and

          (2)  with respect to any transaction involving in excess of $25.0
               million, an opinion as to the fairness to the Company or such
               Restricted Subsidiary from a financial point of view issued by an
               investment banking firm of national standing with high yield
               experience, together with an Officer's Certificate to the effect
               that such opinion complies with this clause (2);

    (iii) Investments by the Company or any Restricted Subsidiary in a
          Non-Controlled Subsidiary which (A) has no Indebtedness on a
          consolidated basis other than Indebtedness incurred to finance the
          purchase of equipment used in a Cable Business, (B) has no
          restrictions (other than restrictions imposed or permitted by this
          Indenture or the indentures governing the Other Qualified Notes or any
          other instrument governing unsecured indebtedness of the Company which
          is pari passu with the Notes) on its ability to pay dividends or make
          any other distributions to the Company or any of its Restricted
          Subsidiaries, (C) is or will be a Cable Business and (D) uses the
          proceeds of such Investment for constructing a Cable Business or the
          working capital needs of a Cable Business;

     (iv) the redemption, purchase, defeasance, acquisition or retirement of
          Indebtedness that is subordinated to the Notes (including premium, if
          any, and accrued and unpaid interest) made by exchange for, or out of
          the proceeds of the substantially concurrent sale (other than to a
          Restricted Subsidiary of the Company) of (A) Equity Interests of the
          Company or (B) Refinancing Indebtedness permitted to be incurred under
          Section 4.08 hereof;

     (v)  Investments by the Company or any Restricted Subsidiary in a
          Non-Controlled Subsidiary which is or will be a Cable Business in an
          amount not to exceed $100.0 million in the aggregate plus the sum of
          (x) cash received by the Company or a Restricted Subsidiary from a
          Non-Restricted Subsidiary (other than cash which s or is required to
          be repaid or returned to such Non-Restricted Subsidiary) and (y)
          Capital Stock Sale Proceeds (excluding the aggregate net sale proceeds
          to be received upon conversion of the Convertible Subordinated Notes);

     (vi) Investments by the Company or any Restricted Subsidiary in Permitted
          Non-Controlled Assets; (vii) Investments by the Company or any
          Restricted Subsidiary in SDN Limited, a joint venture organized to
          operate a digital terrestrial television multiplex, in an amount not
          exceeding (pound)11.4 million.

   (viii) the extension by the Company or any Restricted Subsidiary of trade
          credit to a Non-Restricted Subsidiary extended on usual and customary
          terms in the


                                      -39-

<PAGE>   46


          ordinary course of business, provided that the aggregate amount of
          such trade credit shall not exceed $25.0 million at any one time;

     (ix) the payment of cash dividends on the Preferred Stock accruing on or
          after February 15, 2004 or any mandatory redemption or repurchase of
          the Preferred Stock, in each case, in accordance with the Certificate
          of Designations therefor; and

     (x)  the exchange of all of the outstanding shares of Preferred Stock for
          Subordinated Debentures in accordance with the Certificate of
          Designations for the Preferred Stock.

(c)  Any Investment in a Subsidiary (other than the issuance, transfer or other
     conveyance of Equity Interests of the Company (or any Capital Stock Sale
     Proceeds therefrom)) that is designated by the Board of Directors as a
     Non-Restricted Subsidiary shall become a Restricted Payment made on the
     date of such designation in the amount of the greater of (x) the book value
     of such Subsidiary on the date such Subsidiary becomes a Non-Restricted
     Subsidiary and (y) the fair market value of such Subsidiary on such date as
     determined (A) in good faith by the Board of Directors of such Subsidiary
     if such fair market value is determined to be less than $25.0 million and
     (B) by an investment banking firm of national standing with high yield
     underwriting expertise if such fair market value is determined to be in
     excess of $25.0 million.

(d)  Not later than the fifth Business Day after making any Restricted Payment
     (other than those referred to in sub-clause (viii) of Section 4.09(b)), the
     Company shall deliver to the Trustee an Officer's Certificate stating that
     such Restricted Payment is permitted and setting forth the basis upon which
     the calculations required by this Section 4.09 were computed, which
     calculations may be based upon the Company's latest available financial
     statements.


SECTION 4.10.  ASSET SALES.

(a)  The Company will not, and will not permit any of its Restricted
     Subsidiaries to cause, make or suffer to exist any Asset Sale, unless:

     (i)  no Default exists or is continuing immediately prior to and after
          giving effect to such Asset Sale;

     (ii) the Company (or the Restricted Subsidiary, as the case may be)
          receives consideration at the time of such Asset Sale at least equal
          to the fair market value (evidenced for purposes of this Section 4.10
          by a resolution of the Board of Directors set forth in an Officer's
          Certificate delivered to the Trustee) of the assets sold or otherwise
          disposed of; and

    (iii) at least 80% of the consideration therefor received by the Company or
          such Restricted Subsidiary is in the form of (w) Cash Equivalents, (x)
          Replacement Assets, (y) publicly traded Equity Interests of a Person
          who is, directly or indirectly, engaged primarily in one or more Cable
          Businesses; provided, however, that the Company or such Restricted
          Subsidiary shall Monetize such


                                      -40-

<PAGE>   47


          Equity Interests by sale to one or more Persons (other than to the
          Company or a Subsidiary thereof) at a price not less than the fair
          market value thereof within 180 days of the consummation of such Asset
          Sale, or (z) any combination of the foregoing clauses (w) through (y);
          provided, however, that the amount of (A) any liabilities (as shown on
          the Company's or such Restricted Subsidiary's most recent balance
          sheet or in the notes thereto) of the Company or any Restricted
          Subsidiary (other than liabilities that are by their terms
          subordinated to the Notes) that are assumed by the transferee of any
          such assets and (B) any notes or other obligations received by the
          Company or any such Restricted Subsidiary from such transferee that
          are within five Business Days converted by the Company or such
          Restricted Subsidiary into cash, shall be deemed to be Cash
          Equivalents (to the extent of the Cash Equivalents received in such
          conversion) for purposes of this clause (iii).

(b)  Within 360 days after any Asset Sale, the Company (or the Restricted
     Subsidiary, as the case may be) shall cause the Net Proceeds from such
     Asset Sale:

     (i)  to be used to permanently reduce Indebtedness of a Restricted
          Subsidiary; or

     (ii) to be invested or reinvested in Replacement Assets.

               Pending final application of any such Net Proceeds, the Company
          may temporarily reduce revolving credit borrowings or otherwise invest
          such Net Proceeds in any manner that is not prohibited by this
          Indenture or the indentures for the Other Qualified Notes.

               Any Net Proceeds from any Asset Sale that are not used or
          reinvested as provided in the preceding sentence constitute "EXCESS
          PROCEEDS." When the aggregate amount of Excess Proceeds exceeds $15.0
          million, the Company shall make an offer (an "ASSET SALE Offer") to
          all holders of Notes and Other Qualified Notes to purchase the maximum
          principal amount of Notes and Other Qualified Notes (determined on a
          pro rata basis according to the accreted value or principal amount, as
          the case may be, of the Notes and the Other Qualified Notes and in
          accordance with Section 3.09(g)(i)) that may be purchased out of the
          Excess Proceeds (x) with respect to the Other Qualified Notes, based
          on the terms set forth in the indenture related to each issue of the
          Other Qualified Notes and (y) with respect to the Notes, at an offer
          price in cash in an amount equal to 100.0% of the outstanding
          principal amount thereof plus accrued and unpaid interest, if any, to
          the date fixed for the closing of such offer, in accordance with the
          procedures set forth in Section 3.09 hereof.

               To the extent that the aggregate principal amount or accreted
          value, as the case may be, of Notes and Other Qualified Notes tendered
          pursuant to an Asset Sale Offer is less than the Excess Proceeds, the
          Company may use such deficiency for general corporate purposes. If the
          aggregate principal amount or accreted value, as the case may be, of
          Notes and Other Qualified Notes surrendered by holders thereof exceeds
          the amount of Excess Proceeds, then such remaining Excess Proceeds
          shall be allocated pro rata according to accreted value or principal
          amount, as the case may be, to the Notes and each


                                      -41-

<PAGE>   48


          issue of the Other Qualified Notes and in accordance with Section
          3.09(g)(ii), and the Trustee shall select the Notes to be purchased
          from the amount allocated to the Notes on the basis set forth in
          Section 3.09(e) hereof. Upon completion of such offers to purchase
          each of the Notes and the Other Qualified Notes, the amount of Excess
          Proceeds will be reset at zero.

(c)  Notwithstanding the provisions of Sections 4.10(a) and (b): the Company and
     its Subsidiaries may:

     (i)  sell, lease, transfer, convey or otherwise dispose of assets or
          property acquired after October 14, 1993, by the Company or any
          Subsidiary in a sale-and-leaseback transaction so long as the proceeds
          of such sale are applied within five Business Days to permanently
          reduce Indebtedness of a Restricted Subsidiary or if there is no such
          Indebtedness or such proceeds exceed the amount of such Indebtedness
          then such proceeds or excess proceeds are reinvested in a Replacement
          Assets within 360 days after such sale, lease, transfer, conveyance or
          disposition;

     (ii) (x) swap or exchange assets or property with a Cable Controlled
          Subsidiary or (y) issue, sell, lease, transfer, convey or otherwise
          dispose of equity securities of any of the Company's Subsidiaries to a
          Cable Controlled Subsidiary, in each of cases (x) and (y) so long as
          (A) the ratio of Indebtedness to Annualized Pro Forma EBITDA of the
          Company after such transaction is equal to or less than the ratio of
          Indebtedness to Annualized Pro Forma EBITDA of the Company immediately
          preceding such transaction; provided, however, that if the ratio of
          Indebtedness to Annualized Pro Forma EBITDA of the Company immediately
          preceding such transaction is 6:1 or less, then the ratio of
          Indebtedness to Annualized Pro Forma EBITDA of the Company may be 0.5
          greater than such ratio immediately preceding such transaction and (B)
          either (I) the assets so contributed consist solely of a license to
          operate a Cable Business and the Net Households covered by all of the
          licenses to operate cable and telephone systems held by the Company
          and its Restricted Subsidiaries immediately after and giving effect to
          such transaction equals or exceeds the number of Net Households
          covered by all of the licenses to operate cable and telephone systems
          held by the Company and its Restricted Subsidiaries immediately prior
          to such transaction or (II) the assets so contributed consist solely
          of Cable Assets and the value of the Capital Stock received,
          immediately after and giving effect to such transaction, as determined
          by an investment banking firm of recognized standing with knowledge of
          the Cable Business, equals or exceeds the value of Cable Assets
          exchanged for such Capital Stock; or

    (iii) issue, sell, lease, transfer, convey or otherwise dispose of Equity
          Interests (other than Disqualified Stock) of the Company (or any
          Capital Stock Sale Proceeds therefrom) to any Person (including
          Non-Restricted Subsidiaries).


                                      -41-

<PAGE>   49


SECTION 4.11.  TRANSACTIONS WITH AFFILIATES.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or amend any contract, agreement, understanding, loan, advance or guarantee
with, or for the benefit of, any Affiliate (each of the foregoing, an "AFFILIATE
TRANSACTION"), unless:

(a)  such Affiliate Transaction is on terms that are no less favorable to the
     Company or the relevant Subsidiary than those that could have been obtained
     in a comparable transaction by the Company or such Subsidiary with an
     unrelated Person; and

(b)  the Company delivers to the Trustee:

     (i)  with respect to any Affiliate Transaction involving aggregate payments
          in excess of $5.0 million or any series of Affiliate Transactions with
          an Affiliate involving aggregate payments in excess of $5.0 million, a
          resolution of the Board of Directors set forth in an Officer's
          Certificate certifying that such Affiliate Transaction complies with
          Section 4.11 (a) and such Affiliate Transaction is approved by a
          majority of the disinterested directors on the Board of Directors; and

     (ii) with respect to any Affiliate Transaction or any series of Affiliate
          Transactions involving aggregate payments in excess of $25.0 million,
          an opinion as to the fairness to the Company or such Subsidiary from a
          financial point of view issued by an investment banking firm of
          national standing with high yield experience together with an
          Officer's Certificate to the effect that such opinion complies with
          this clause (ii);

provided, however, that notwithstanding the foregoing provisions, the following
shall not be deemed to be Affiliate Transactions:

          (1)  any employment agreement entered into by the Company or any of
               its Subsidiaries in the ordinary course of business and
               consistent with the past practice of the Company or its
               predecessor or such Subsidiary;

          (2)  transactions between or among the Company and/or its Restricted
               Subsidiaries;

          (3)  transactions permitted by the provisions of Section 4.09 hereof;

          (4)  Liens permitted under Section 4.07 hereof which are granted by
               the Company or any of its Subsidiaries to an unrelated Person for
               the benefit of the Company or any other Subsidiary of the
               Company;

          (5)  any transaction pursuant to an agreement in effect on the
               Issuance Date;

          (6)  the incurrence of Indebtedness by a Restricted Subsidiary where
               such Indebtedness is owed to the holders of the Equity Interests
               of such


                                      -43-

<PAGE>   50


               Restricted Subsidiary on a pro rata basis and on substantially
               identical principal financial terms;

          (7)  management, operating, service or interconnect agreements entered
               into in the ordinary course of business with any Cable Business
               in which the Company or any Restricted Subsidiary has an
               Investment and which is not a Cable Controlled Subsidiary (and of
               which no Affiliate of the Company is an Affiliate other than as a
               result of such Investment); and

          (8)  any tax sharing agreement.


SECTION 4.12.  DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED
               SUBSIDIARIES.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary to:

(a)  (i) pay dividends or make any other distributions to the Company or any of
     its Subsidiaries (A) on its Capital Stock or (B) with respect to any other
     interest or participation in, or measured by, its profits, or (ii) pay any
     indebtedness owed to the Company or any of its Subsidiaries, or

(b)  make loans or advances to the Company or any of its Subsidiaries, or

(c)  transfer any of its properties or assets to the Company or any of its
     Subsidiaries,

except for such encumbrances or restrictions existing under or by reason of:

     (i)  Existing Indebtedness as in effect on the Issuance Date;

     (ii) this Indenture and the Notes;

    (iii) any agreement covering or relating to Indebtedness permitted to be
          incurred under Section 4.08(b)(i), (ii), (iii), (iv), (v), (viii) or
          (ix) hereof (but only, in the case of Section 4.08(b)(viii) or (ix),
          to the extent contemplated by the then-existing Credit Facility),
          provided that the provisions of such agreement permit any action
          referred to in clause (a) above in aggregate amounts sufficient to
          enable the payment of interest and principal and mandatory repurchases
          pursuant to the terms of this Indenture and the Notes, but provided
          further that: (x) any such agreement may nevertheless encumber,
          prohibit or restrict any action referred to in clause (a) above if an
          event of default under such agreement has occurred and is continuing
          or would occur as a result of any such action; and (y) any such
          agreement may nevertheless contain (I) restrictions limiting the
          payment of dividends or the making of any other distributions to all
          or a portion of excess cash-flow (or any similar formulation thereof)
          and (II) subordination provisions governing Indebtedness owed to the
          Company or any Restricted Subsidiary;


                                      -44-

<PAGE>   51


     (iv) applicable law;

     (v)  any instrument governing Indebtedness or Capital Stock of a Person
          acquired by the Company or any of its Subsidiaries as in effect at the
          time of such acquisition (except to the extent such Indebtedness was
          incurred in connection with such acquisition), which encumbrance or
          restriction is not applicable to any Person, or the properties or
          assets of any Person, other than the Person, or the property or assets
          of the Person, so acquired; provided that the EBITDA of such Person is
          not taken into account in determining whether such acquisition was
          permitted by the terms of this Indenture;

     (vi) customary nonassignment provisions in leases entered into in the
          ordinary course of business and consistent with past practices;

    (vii) provisions of joint venture or stockholder agreements, so long as
          such provisions are determined by a resolution of the Board of
          Directors to be, at the time of such determination, customary for such
          agreements;

   (viii) with respect to clause (c) above, purchase money obligations for
          property acquired in the ordinary course of business or the provisions
          of any agreement with respect to any Asset Sale (or transaction which,
          but for its size, would be an Asset Sale), solely with respect to the
          assets being sold; or

     (ix) permitted Refinancing Indebtedness, provided that the restrictions
          contained in the agreements governing such Refinancing Indebtedness
          are determined by a resolution of the Board of Directors to be no more
          restrictive than those contained in the agreements governing the
          Indebtedness being refinanced.


SECTION 4.13.  CHANGE OF CONTROL.

(a)  Upon the occurrence of a Change of Control Triggering Event, each Holder of
     Notes shall have the right to require the Company to repurchase all or any
     part (equal to Euro 1,000 or an integral multiple thereof) of such Holder's
     Notes pursuant to the offer described in Section 3.09 hereof (the "PURCHASE
     OFFER") at a purchase price equal to 101.0% of the principal amount thereof
     plus accrued and unpaid interest thereon, if any, to the date of purchase
     (the "CHANGE OF CONTROL PAYMENT").

(b)  Within 40 days following any Change of Control Triggering Event, the
     Company shall mail to each Holder the notice provided by Section 3.09(e)
     and if and so long as the Notes are listed on the Luxembourg Stock Exchange
     publish a notice in one leading newspaper with circulation in Luxembourg.


SECTION 4.14.  PAYMENT OF ADDITIONAL AMOUNTS.

     At least 10 days prior to the first date on which payment of principal and
any premium or interest on the Notes is to be made, and at least 10 days prior
to any subsequent such date if there has been any change with respect to the
matters set forth in the Officer's Certificate described in this Section 4.14,
the Company shall furnish the Trustee and the Paying Agent, if other than the
Trustee, with an Officer's Certificate instructing the Trustee and the Paying
Agent whether the Company is obligated to pay Additional Amounts (as defined in
Section 3


                                      -45-
<PAGE>   52
of the Initial Notes or Section 2 of the Exchange Notes) with respect to such
payment of principal, or of any premium or interest on the Notes. If the Company
will be obligated to pay Additional Amounts with respect to such payment, then
such Officer's Certificate shall specify by country the amount, if any, required
to be withheld on such payments to such Holders and the Company will pay to the
Trustee or the Paying Agent such Additional Amounts. The Company shall indemnify
the Trustee and the Paying Agent for, and hold them harmless against, any loss,
liability or expense reasonably incurred without negligence or bad faith on
their part arising out of or in connection with actions taken or omitted by any
of them in reliance on any Officer's Certificate furnished to them pursuant to
this Section 4.14.

     Whenever in this Indenture there is mentioned, in any context, the payment
of principal (and premium, if any), Offer Amount, interest or any other amount
payable under or with respect to any Note such mention shall be deemed to
include mention of the payment of Additional Amounts provided for in this
Section 4.14 and Section 3 of the Initial Notes (or Section 2 of the Exchange
Notes) to the extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof pursuant to the provisions of this Section
4.14 and Section 3 of the Initial Notes (or Section 2 of the Exchange Notes) and
express mention of the payment of Additional Amounts (if applicable) in any
provisions hereof shall not be construed as excluding Additional Amounts in
those provisions hereof where such express mention is not made (if applicable).

                                   ARTICLE 5.
                                   SUCCESSORS

SECTION 5.01.   MERGER, CONSOLIDATION OR SALE OF ASSETS.

     The Company may not consolidate or merge with or into (whether or not the
Company is the surviving corporation), or sell, assign, transfer, lease, convey
or otherwise dispose of all or substantially all of its properties or assets in
one or more related transactions to, another corporation, Person or entity
unless:

(a)  the Company is the surviving corporation or the entity or the Person formed
     by or surviving any such consolidation or merger (if other than the
     Company) or to which such sale, assignment, transfer, lease, conveyance or
     other disposition shall have been made is a corporation organized or
     existing under the laws of the United Kingdom, the Netherlands, the
     Netherlands Antilles, Bermuda or the Cayman Islands or of the United
     States, any state thereof or the District of Columbia;

(b)  the entity or Person formed by or surviving any such consolidation or
     merger (if other than the Company) or the entity or Person to which such
     sale, assignment, transfer, lease, conveyance or other disposition will
     have been made assumes all the Obligations (including the due and punctual
     payment of Additional Amounts if the surviving corporation is a corporation
     organized or existing under the laws of the United Kingdom, the
     Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands) of
     the Company, pursuant to a supplemental indenture in a form reasonably
     satisfactory to the Trustee, under the Notes and this Indenture;

(c)  immediately after such transaction no Default or Event of Default exists;



                                     - 46 -
<PAGE>   53

(d)  the Company or any entity or Person formed by or surviving any such
     consolidation or merger, or to which such sale, assignment, transfer,
     lease, conveyance or other disposition will have been made will have a
     ratio of Indebtedness to Annualized Pro Forma EBITDA equal to or less than
     the ratio of Indebtedness to Annualized Pro Forma EBITDA of the Company
     immediately preceding the transaction; provided, however, that if the ratio
     of Indebtedness to Annualized Pro Forma EBITDA of the Company immediately
     preceding such transaction is 6:1 or less, then the ratio of Indebtedness
     to Annualized Pro Forma EBITDA of the Company may be 0.5 greater than such
     ratio immediately preceding such transaction; and

(e)  such transaction would not result in the loss of any material authorization
     or Material License of the Company or its Subsidiaries.

SECTION 5.02.     SUCCESSOR CORPORATION SUBSTITUTED.


     Upon any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.01 hereof, the successor corporation formed
by such consolidation or into or with which the Company is merged or to which
such sale, assignment, transfer, lease, conveyance or other disposition is made
shall succeed to, and be substituted for and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor
Person has been named as the Company herein; provided, however, that the
predecessor Company in the case of a sale, assignment, transfer, lease,
conveyance or other disposition shall not be released from the obligation to pay
the principal of and interest on the Notes.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

SECTION 6.01.     EVENTS OF DEFAULT.

     An "Event of Default" occurs if:

(a)  the Company defaults in the payment of interest (and Additional Amounts, if
     applicable) on any Note when the same becomes due and payable and the
     Default continues for a period of 30 days after the date due and payable;

(b)  the Company defaults in the payment of the principal of any Note when the
     same becomes due and payable, upon redemption or otherwise;

(c)  the Company fails to observe or perform any covenant or agreement contained
     in Section 4.08, 4.09, or 4.13 hereof;

(d)  the Company fails to observe or perform any other covenant or agreement
     contained in this Indenture or the Notes, required by any of them to be
     performed and the Default continues for a period of 60 days after notice
     from the Trustee to the Company or from the Holders of 25% in aggregate
     principal amount of the then outstanding Notes to the Company and the
     Trustee stating that such notice is a "Notice of Default";

                                     - 47 -
<PAGE>   54

(e)  default under any mortgage, indenture or instrument under which there may
     be issued or by which there may be secured or evidenced any Indebtedness
     for money borrowed by the Company or any Restricted Subsidiary (or the
     payment of which is guaranteed by the Company or any Restricted
     Subsidiary), whether such Indebtedness or guarantee now exists or is
     created after the Issuance Date, which default:

     (i)    is caused by a failure to pay when due principal of or interest on
            such Indebtedness within the grace period provided for in such
            Indebtedness (which failure continues beyond any applicable grace
            period) (a "PAYMENT DEFAULT"); or

     (ii)   results in the acceleration of such Indebtedness prior to its
            express maturity

            and, in each case, the principal amount of any such Indebtedness,
            together with the principal amount of any other such Indebtedness
            under which there is a Payment Default or the maturity of which has
            been so accelerated, aggregates $10.0 million or more;

(f)  a final judgment or final judgments (other than any judgment as to which a
     reputable insurance company has accepted full liability) for the payment of
     money are entered by a court or courts of competent jurisdiction against
     the Company or any Restricted Subsidiary of the Company which remains
     undischarged for a period (during which execution shall not be effectively
     stayed) of 60 days, provided that the aggregate of all such judgments
     exceeds $5.0 million;

(g)  the Company or any Material Subsidiary pursuant to or within the meaning of
     any Bankruptcy Law:

     (i)    commences a voluntary case;

     (ii)   consents to the entry of an order for relief against it in an
            involuntary case in which it is the debtor;

     (iii)  consents to the appointment of a Custodian of it or for all or
            substantially all of its property;

     (iv)   makes a general assignment for the benefit of its creditors; or

     (v)    generally is unable to pay its debts as the same become due;

(h)  a court of competent jurisdiction enters an order or decree under any
     Bankruptcy Law that:

     (i)    is for relief against the Company or any Material Subsidiary in an
            involuntary case;

     (ii)   appoints a Custodian of the Company or any Material Subsidiary or
            for all or substantially all of its property; or

                                     - 48 -
<PAGE>   55

     (iii)  orders the liquidation of the Company or any Material Subsidiary,
            and the order or decree remains unstayed and in effect for 60 days;
            and

(i)  the revocation of a Material License.

     The term "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar
Federal, state or foreign law for the relief of debtors or the protection of
creditors. The term "CUSTODIAN" means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.

SECTION 6.02.     ACCELERATION.

     If an Event of Default (other than an Event of Default specified in clauses
(g) and (h) of Section 6.01 hereof) occurs and is continuing, the Trustee by
notice to the Company, or the Holders of at least 25% in principal amount of the
then outstanding Notes by notice to the Company and the Trustee, may declare all
the Notes to be due and payable. Upon such declaration, the principal of,
premium, if any, and interest on, the Notes shall be due and payable
immediately. If an Event of Default specified in clause (g) or (h) of Section
6.01 hereof occurs, such an amount shall ipso facto become and be immediately
due and payable without any declaration or other act on the part of the Trustee
or any Holder. The Holders of a majority in principal amount of the then
outstanding Notes by notice to the Trustee may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of the
acceleration.

SECTION 6.03.     OTHER REMEDIES.

     If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal or interest on the Notes or
to enforce the performance of any provision of the Notes or this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder in exercising any right or remedy accruing upon an
Event of Default shall not impair the right or remedy or constitute a waiver of
or acquiescence in the Event of Default. All remedies are cumulative to the
extent permitted by law.

SECTION 6.04.     WAIVER OF PAST DEFAULTS.

     The Holders of a majority in principal amount of the then outstanding Notes
by notice to the Trustee may waive an existing Default or Event of Default and
its consequences except a continuing Default or Event of Default in the payment
of the principal of, or interest on any Note. When a Default or Event of Default
is waived, it is cured and ceases; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.

SECTION 6.05.     CONTROL BY MAJORITY.

     The Holders of a majority in principal amount of the then outstanding Notes
may direct the time, method and place of conducting any proceeding for any
remedy available to


                                     - 49 -
<PAGE>   56

the Trustee or exercising any trust or power conferred on it. However, the
Trustee may refuse to follow any direction that conflicts with law or this
Indenture, is unduly prejudicial to the rights of other Holders, or would
involve the Trustee in personal liability.

SECTION 6.06.     LIMITATION ON SUITS.

     A Holder may pursue a remedy with respect to this Indenture or the Notes
only if:

(a)  the Holder gives to the Trustee notice of a continuing Event of Default;

(b)  the Holders of at least 25% in principal amount of the then outstanding
     Notes make a request to the Trustee to pursue the remedy;

(c)  such Holder or Holders offer to the Trustee indemnity satisfactory to the
     Trustee against any loss, liability or expense;

(d)  the Trustee does not comply with the request within 60 days after receipt
     of the request and the offer of indemnity; and

(e)  during such 60-day period the Holders of a majority in principal amount of
     the then outstanding Notes do not give the Trustee a direction inconsistent
     with the request.

     A Holder may not use this Indenture to prejudice the rights of another
Holder or to obtain a preference or priority over another Holder.

SECTION 6.07.     RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

     Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal and interest on the Note, on or
after the respective due dates expressed in the Note, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of the Holder made pursuant to this
Section.

SECTION 6.08.     COLLECTION SUIT BY TRUSTEE.

     If an Event of Default specified in Section 6.01(a) or (b) occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company for the whole amount of principal and
interest remaining unpaid on the Notes and interest on overdue principal and
interest and such further amount as shall be sufficient to cover the costs and,
to the extent lawful, expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

SECTION 6.09.     TRUSTEE MAY FILE PROOFS OF CLAIM.

     The Trustee may file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee and the
Holders allowed in any judicial proceedings relative to the Company, its
creditors or its property. Nothing contained herein shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or


                                     - 50 -
<PAGE>   57

composition affecting the Notes or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

SECTION 6.10.     PRIORITIES.

     If the Trustee collects any money pursuant to this Article, it shall pay
out the money in the following order:

     First: to the Trustee for amounts due under Section 7.07 hereof;

     Second: to Holders for amounts due and unpaid on the Notes for principal
and interest (and Additional Amounts, if applicable), ratably, without
preference or priority of any kind, according to the amounts due and payable on
the Notes for principal and interest, respectively; and

     Third: to the Company.

     The Trustee may fix a record date and payment date for any payment to
Holders made pursuant to this Section.

SECTION 6.11.     UNDERTAKING FOR COSTS.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section does
not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07
hereof, or a suit by Holders of more than 10% in principal amount of the then
outstanding Notes.

                                   ARTICLE 7.
                                    TRUSTEE

SECTION 7.01.     DUTIES OF TRUSTEE.

(a)  If an Event of Default has occurred and is continuing, the Trustee shall
     exercise such of the rights and powers vested in it by this Indenture, and
     use the same degree of care and skill in their exercise, as a prudent man
     would exercise or use under the circumstances in the conduct of his own
     affairs.

(b)  Except during the continuance of an Event of Default: (i) the Trustee need
     perform only those duties that are specifically set forth in this Indenture
     and no others and (ii) in the absence of bad faith on its part, the Trustee
     may conclusively rely, as to the truth of the statements and the
     correctness of the opinions expressed therein, upon certificates or
     opinions furnished to the Trustee and conforming to the requirements of
     this Indenture. However, the Trustee shall examine the certificates and
     opinions to determine whether or not they conform to the requirements of
     this Indenture and to confirm the correctness of all mathematical
     computations.


                                     - 51 -
<PAGE>   58


(c)  The Trustee may not be relieved from liability for its own negligent
     action, its own negligent failure to act, or its own willful misconduct,
     except that: (i) this paragraph does not limit the effect of paragraph (b)
     of this Section 7.01; (ii) the Trustee shall not be liable for any error of
     judgment made in good faith by a Trust Officer, unless it is proved that
     the Trustee was negligent in ascertaining the pertinent facts and (iii) the
     Trustee shall not be liable with respect to any action it takes or omits to
     take in good faith in accordance with a direction received by it pursuant
     to Section 6.05 hereof.

(d)  Every provision of this Indenture that in any way relates to the Trustee is
     subject to paragraphs (a), (b) and (c) of this Section 7.01.

(e)  The Trustee may refuse to perform any duty or exercise any right or power
     unless it receives indemnity satisfactory to it against any loss, liability
     or expense.

(f)  The Trustee shall not be liable for interest on any money received by it
     except as the Trustee may agree in writing with the Company. Money held in
     trust by the Trustee need not be segregated from other funds except to the
     extent required by law.

SECTION 7.02.     RIGHTS OF TRUSTEE.

(a)  The Trustee may rely on any document believed by it to be genuine and to
     have been signed or presented by the proper Person. The Trustee need not
     investigate any fact or matter stated in the document.

(b)  Before the Trustee acts or refrains from acting, it may require an
     Officer's Certificate or an Opinion of Counsel, or both. The Trustee shall
     not be liable for any action it takes or omits to take in good faith in
     reliance on such Officer's Certificate or Opinion of Counsel.

(c)  The Trustee may act through agents and shall not be responsible for the
     misconduct or negligence of any agent appointed with due care.

(d)  The Trustee shall not be liable for any action it takes or omits to take in
     good faith which it believes to be authorized or within its rights or
     powers.

(e)  The Trustee shall not be charged with knowledge of any Event of Default
     under subsection (c), (d), (e), (f) or (i) (and subsection (a) or (b) if
     the Trustee does not act as Paying Agent) of Section 6.01 or of the
     identity of any Material Subsidiary referred to in clause (ii) of the
     definition thereof unless either (1) a Trust Officer of the Trustee
     assigned to its Corporate Trust Department shall have actual knowledge
     thereof, or (2) the Trustee shall have received notice thereof in
     accordance with Section 10.02 hereof from the Company or any Holder.

SECTION 7.03.     INDIVIDUAL RIGHTS OF TRUSTEE.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Company or an Affiliate with
the same rights it would have if it were not Trustee. Any Agent may do the same
with like rights. However, the Trustee is subject to Sections 7.10 and 7.11
hereof.



                                     - 52 -
<PAGE>   59

SECTION 7.04.     TRUSTEE'S DISCLAIMER.

     The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Notes, it shall not be accountable for the Company's use of the
proceeds from the Notes, and it shall not be responsible for any statement of
the Company in the Indenture or any statement in the Notes other than its
authentication or for compliance by the Company with the Registration Rights
Agreement.

SECTION 7.05.     NOTICE OF DEFAULTS.

     If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders a notice of the Default
or Event of Default within 90 days after it occurs. Except in the case of a
Default or Event of Default in payment on any Note, the Trustee may withhold the
notice if and so long as a committee of its Trust Officers in good faith
determines that withholding the notice is in the interests of Holders.

SECTION 7.06.     REPORTS BY TRUSTEE TO HOLDERS.

     Within 60 days after the reporting date stated in Section 10.10, the
Trustee shall mail to Holders a brief report dated as of such reporting date
that complies with TIA (section) 313(a) if and to the extent required by such
(section) 313(a). The Trustee also shall comply with TIA (section) 313(b)(2).
The Trustee shall also transmit by mail all reports as required by TIA (section)
313(c).

     A copy of each report at the time of its mailing to Holders shall be filed
with the SEC and each stock exchange on which the Notes are listed. The Company
shall notify the Trustee when the Notes are listed on any stock exchange.

SECTION 7.07.     COMPENSATION AND INDEMNITY.

     The Company shall pay to the Trustee from time to time reasonable
compensation for its services hereunder. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee upon request for all reasonable disbursements,
expenses and advances incurred or made by it. Such disbursements and expenses
may include the reasonable disbursements, compensation and expenses of the
Trustee's agents and counsel.

     The Company shall indemnify the Trustee against any loss or liability
incurred by it except as set forth in the next paragraph. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity. The
Company shall defend the claim and the Trustee shall cooperate in the defense.
The Trustee may have separate counsel and the Company shall pay the reasonable
fees, disbursements and expenses of such counsel. The Company need not pay for
any settlement made without its consent, which consent shall not be unreasonably
withheld.

     The Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee through negligence or bad faith.

     To secure the Company's payment obligations in this Section, the Trustee
shall have a lien prior to the Notes on all money or property held or collected
by the Trustee, except money or property held in trust to pay principal and
interest on particular Notes.



                                     - 53 -
<PAGE>   60

     Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(g) or (h) occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

     All amounts owing to the Trustee under this Section shall be payable by the
Company in U.S. dollars.

SECTION 7.08.     REPLACEMENT OF TRUSTEE.

     A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

     The Trustee may resign by so notifying the Company. The Holders of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company. The Company may remove the
Trustee if:

(a)  the Trustee fails to comply with Section 7.10 hereof, unless the Trustee's
     duty to resign is stayed as provided in TIA (section) 310(b);

(b)  the Trustee is adjudged a bankrupt or an insolvent or an order for relief
     is entered with respect to the Trustee under any Bankruptcy Law;

(c)  a Custodian or public officer takes charge of the Trustee or its property;
     or

(d)  the Trustee becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

     If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of at least 10% in principal amount of the then outstanding Notes may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

     If the Trustee fails to comply with Section 7.10 hereof, unless the
Trustee's duty to resign is stayed as provided in TIA (section) 310(b), any
Holder who has been a bona fide Holder of a Note for at least six months may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon the resignation or removal
of the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to Holders. The retiring
Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided for in Section 7.07 hereof.





                                     - 54 -
<PAGE>   61

Notwithstanding replacement of the Trustee pursuant to this Section 7.08 hereof,
the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring trustee with respect to expenses and liabilities
incurred by it prior to such replacement.

SECTION 7.09.     SUCCESSOR TRUSTEE BY MERGER, ETC.

     If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee.

SECTION 7.10.     ELIGIBILITY; DISQUALIFICATION.

     This Indenture shall always have a Trustee who satisfies the requirements
of TIA (section) 310(a)(1) and (5). The Trustee shall always have a combined
capital and surplus as stated in Section 10.11 hereof. The Trustee is subject to
TIA (section) 310(b). The following indentures shall be deemed to be
specifically described herein for the purposes of clause (i) of the first
proviso contained in TIA (section) 310(b): (a) indenture, dated as of April 20,
1995, between the Company and The Chase Manhattan Bank, as trustee, relating to
the 12 3/4% Notes, as amended, (b) indenture, dated as of January 30, 1996,
between the Company and The Chase Manhattan Bank, as trustee, relating to the
1996 11 1/2% Deferred Coupon Notes, as amended, (c) indenture, dated as February
12, 1997, between the Company and The Chase Manhattan Bank, as trustee, relating
to the 10% Notes, as amended, (d) indenture dated as of March 13, 1998, between
the Company and The Chase Manhattan Bank, as trustee, relating to the Company's
9 1/2% Notes, (e) indenture, dated as of March 13, 1998, between the Company and
The Chase Manhattan Bank, as trustee, relating to the Company's 10 3/4% Notes,
(f) indenture, dated as of March 13, 1998, between the Company and The Chase
Manhattan Bank, as trustee, relating to the Company's 1998 9 3/4% Notes, (g)
indenture, dated as of November 2, 1998, between the Company and The Chase
Manhattan Bank, as trustee, relating to the Company's 11 1/2% Notes, (h)
indenture dated as of November 6, 1998 between the Company and The Chase
Manhattan Bank, as Trustee, relating to the 123/8% Notes, (i) indenture dated as
of April 14, 1999 between the Company and The Chase Manhattan Bank, as Trustee,
relating to the Company's 1999 9 3/4% Notes, (j) indenture dated as of November
24, 1999 between the Company and The Chase Manhattan Bank, as Trustee, relating
to the Company's 9 1/4% Notes, (k) indenture dated as of November 24, 1999
between the Company and The Chase Manhattan Bank, as Trustee, relating to the
Company's 9-7/8% Notes, (l) indenture dated as of November 24, 1999 between the
Company and The Chase Manhattan Bank, as Trustee, relating to the Company's 1999
11 1/2% Deferred Coupon Notes, and (m) indenture dated as of October 2, 2000
between the Company and The Chase Manhattan Bank, as Trustee, relating to the
Company's 11-7/8% Notes.

SECTION 7.11.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

     The Trustee is subject to TIA (section) 311(a), excluding any creditor
relationship listed in TIA (section) 311(b). A Trustee who has resigned or been
removed shall be subject to TIA (section) 311(a) to the extent indicated
therein.



                                     - 55 -
<PAGE>   62

                                   ARTICLE 8.
                             DISCHARGE OF INDENTURE

SECTION 8.01.     TERMINATION OF COMPANY'S OBLIGATIONS.

     This Indenture shall cease to be of further effect (except that the
Company's obligations under Sections 7.07 and 8.03 hereof shall survive) when
all outstanding Notes theretofore authenticated and issued have been delivered
to the Trustee for cancellation and the Company has paid all sums payable
hereunder.

SECTION 8.02.     OPTION TO EFFECT DEFEASANCE.

     The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officer's Certificate, at any time, elect to have
this Section 8.02 be applied to all outstanding Notes upon compliance with the
conditions set forth below in this Section. Upon the Company's election to have
this Section 8.02 apply to all the outstanding Notes, the Company shall, subject
to the satisfaction of the conditions set forth in the next paragraph, be deemed
to have been discharged from its obligations with respect to all outstanding
Notes on the date such conditions are satisfied (hereinafter, "DEFEASANCE").
For this purpose, Defeasance means that the Company shall be deemed to have paid
and discharged the entire Obligations represented by the outstanding Notes,
which shall thereafter be deemed to be "outstanding" only for the purposes of
Section 8.03 hereof and the other Sections of this Indenture referred to in
clauses (a) and (b) below, and to have satisfied all its other obligations under
such Notes and this Indenture (and the Trustee, on demand of and at the expense
of the Company, shall execute proper instruments acknowledging the same), except
for the following provisions which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of outstanding Notes to receive
solely from the trust fund described in the following paragraph, payments in
respect of the principal of and interest on such Notes when such payments are
due; (ii) the Company's obligations with respect to such Notes under Article 2
hereof; (iii) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and the Company's obligations in connection therewith; and (iv) this
Article 8.

         In order to exercise Defeasance:

(a)  the Company must irrevocably deposit or cause to be deposited with the
     Trustee or the Paying Agent, at any time prior to the maturity date of the
     Notes, in trust, for the benefit of the Holders, pursuant to an irrevocable
     trust and security agreement in form satisfactory to the Trustee, as trust
     funds in trust, legal tender in the countries constituting the European
     Monetary Union, or EEA Government Obligations, the principal of and
     interest on which will be sufficient, or a combination thereof sufficient,
     in the opinion of a nationally recognized firm of independent public
     accountants, expressed in a written certification thereof (in form
     satisfactory to the Trustee) to pay the principal of, premium, if any, and
     interest, if any, on the outstanding Notes on the stated date for payment
     thereof or on the applicable redemption date, as the case may be, of such
     principal or installment of principal of, premium, if any, and interest, if
     any, on the outstanding Notes;



                                     - 56 -
<PAGE>   63

(b)  the Company shall have delivered to the Trustee, an Opinion of Counsel
     (which counsel may be an employee of the Company) reasonably acceptable to
     the Trustee confirming that: (A) the Company has received from, or there
     has been published by, the Internal Revenue Service a ruling or (B) since
     the Issuance Date, there has been a change in the applicable federal income
     tax law, in either case to the effect that, and based thereon such Opinion
     of Counsel shall confirm that, the Holders of the outstanding Notes will
     not recognize income, gain or loss for federal income tax purposes as a
     result of such Defeasance and will be subject to federal income tax on the
     same amounts, in the same manner and at the same times as would have been
     the case if such Defeasance had not occurred;

(c)  no Event of Default shall have occurred and be continuing on the date of
     such Defeasance (other than an Event of Default resulting from or related
     to the incurrence of Indebtedness, the proceeds of which are to be applied
     to such deposit) or, insofar as Sections 6.01(g) and (h) hereof are
     concerned, at any time in the period ending on the 91st day after the date
     of deposit (or greater period of time in which any such deposit of trust
     funds may remain subject to the effect of any Bankruptcy Law insofar as
     those apply to the deposit by the Company);

(d)  such Defeasance shall not result in a breach or violation of, or constitute
     a default under, any material agreement or instrument (other than this
     Indenture) to which the Company or any of its Subsidiaries is a party or by
     which the Company or any of its Subsidiaries is bound;

(e)  the Company shall have delivered to the Trustee an Opinion of Counsel to
     the effect that after the 91st day following the deposit (or such greater
     period referred to in (c) above), the trust funds will not be subject to
     the effect of any applicable Bankruptcy Law;

(f)  the Company shall have delivered to the Trustee an Officer's Certificate
     stating that the deposit was not made by the Company with the intent of
     preferring the Holders of Notes over any other creditors of the Company
     with the intent of defeating, hindering, delaying or defrauding creditors
     of the Company or others;

(g)  the deposit shall not result in the Company, the Trustee or the trust fund
     established pursuant to (a) above being subject to regulation under the
     Investment Company Act of 1940, as amended;

(h)  Holders of the Notes will have a valid, perfected and unavoidable (under
     applicable Bankruptcy Law), subject to the passage of time referred to
     clause (e) above, first priority security interest in the trust funds; and

(i)  the Company shall have delivered to the Trustee an Officer's Certificate
     and an Opinion of Counsel (subject to customary exceptions), each stating
     that all conditions precedent provided for or relating to the Defeasance
     have been complied with.



                                     - 57 -
<PAGE>   64

SECTION 8.03.     APPLICATION OF TRUST MONEY.

     The Trustee shall hold in trust, money (in the form of legal tender in the
countries constituting the European Monetary Union) or EEA Government
Obligations deposited with it pursuant to Section 8.02 hereof. It shall apply
the deposited money and the money from EEA Government Obligations through the
Paying Agent and in accordance with this Indenture to the payment of principal
and interest, if any, on the Notes.

SECTION 8.04.     REPAYMENT TO COMPANY.

     The Trustee and the Paying Agent shall promptly pay to the Company upon
request any excess money or securities held by them at any time.

     The Trustee and the Paying Agent shall pay to the Company upon request any
money held by them for the payment of principal or interest that remains
unclaimed for two years after the date upon which such payment shall have become
due; provided, however, that the Company shall have first caused notice of such
payment to the Company to be mailed to each Holder entitled thereto no less than
30 days prior to such payment. After payment to the Company, the Trustee and the
Paying Agent shall have no further liability with respect to such money and
Holders entitled to the money must look to the Company for payment as general
creditors unless any applicable abandoned property law designates another
Person.

SECTION 8.05.     REINSTATEMENT.

     If (i) the Trustee or Paying Agent is unable to apply any money in
accordance with Section 8.03 hereof by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application and (ii) the Holders of at least a majority in principal amount
of the then outstanding Notes so request by written notice to the Trustee, the
Company's obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.02 hereof
until such time as the Trustee or Paying Agent is permitted to apply all such
money in accordance with Section 8.03 hereof or such request is revoked by such
Holders; provided, however, that if the Company makes any payment of interest on
or principal of any Note following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money held by the Trustee or Paying Agent.

                                   ARTICLE 9.
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.     WITHOUT CONSENT OF HOLDERS.

     The Company and the Trustee may amend or supplement this Indenture or the
Notes without the consent of any Holder:

(a)  to cure any ambiguity, defect or inconsistency;

(b)  to comply with Section 5.01 hereof;

(c)  to provide for uncertificated Notes in addition to or in place of
     certificated Notes;



                                     - 58 -
<PAGE>   65

(d)  to make any change that does not adversely affect the interests hereunder
     of any Holder;

(e)  to qualify the Indenture under the TIA or to comply with the requirements
     of the SEC in order to maintain the qualification of the Indenture under
     the TIA; or

(f)  to provide for the issuance of Additional Notes in accordance with the
     limitations set forth in this Indenture.

SECTION 9.02.     WITH CONSENT OF HOLDERS.

     Subject to Section 6.07 hereof, the Company and the Trustee may amend or
supplement this Indenture or the Notes with the written consent of the Holders
of at least a majority in principal amount of the then outstanding Notes.
Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in principal
amount of the Notes then outstanding (including Additional Notes, if any) may
also waive compliance in a particular instance by the Company with any provision
of this Indenture or the Notes. However, without the consent of each Holder
affected, an amendment, supplement or waiver under this Section may not:

(a)  reduce the amount of Notes whose Holders must consent to an amendment,
     supplement or waiver;

(b)  reduce the principal of or change the fixed maturity of any Note or alter
     the provisions of Sections 7 and 8 of the Initial Note and Sections 6 and 7
     of the Exchange Note (other than provisions relating to the covenants
     described under Sections 4.10 and 4.13);

(c)  reduce the rate of or change the time for payment of interest on any Note;

(d)  waive a default in the payment of the principal of, or interest, if any,
     on, any Note (except a rescission of acceleration of the Notes by the
     Holders of at least a majority in aggregate principal amount of the Notes
     and a waiver of the payment default that resulted from such acceleration);

(e)  except as contemplated by Section 10.07(e), make any Note payable in money
     other than that stated in the Note;

(f)  make any change in Section 6.04 or 6.07 hereof;

(g)  waive a redemption payment with respect to any Note; or

(h)  make any change in the foregoing amendment and waiver provisions of this
     Article 9.

     To secure a consent of the Holders under this Section 9.02, it shall not be
necessary for the Holders to approve the particular form of any proposed
amendment, supplement or waiver, but it shall be sufficient if such consent
approves the substance thereof.

     After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to Holders a notice briefly describing the
amendment or waiver. If the Notes are listed on the Luxembourg Stock Exchange,
the Company shall publish a notice




                                     - 59 -
<PAGE>   66

briefly describing the amendment or waiver in a daily newspaper with general
circulation in Luxembourg.

SECTION 9.03.     COMPLIANCE WITH TRUST INDENTURE ACT.

     Every amendment to this Indenture or the Notes shall be set forth in a
supplemental indenture that complies with the TIA as then in effect.

SECTION 9.04.     REVOCATION AND EFFECT OF CONSENTS.

     Until an amendment, supplement or waiver becomes effective, a consent to it
by a Holder of a Note is a continuing consent by the Holder and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the
consenting Holder's Note, even if notation of the consent is not made on any
Note. However, any such Holder or subsequent Holder may revoke the consent as to
his Note or portion of a Note if the Trustee receives the notice of revocation
before the date on which the Trustee receives an Officer's Certificate
certifying that the Holders of the requisite principal amount of Notes have
consented to the amendment, supplement or waiver.

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then notwithstanding the
provisions of the immediately preceding paragraph, those Persons who were
Holders at such record date (or their duly designated proxies), and only those
Persons, shall be entitled to consent to such amendment, supplement or waiver or
to revoke any consent previously given, whether or not such Persons continue to
be Holders after such record date. No consent shall be valid or effective for
more than 90 days after such record date unless consents from Holders of the
principal amount of Notes required hereunder for such amendment or waiver to be
effective shall have also been given and not revoked within such 90-day period.

     After an amendment, supplement or waiver becomes effective it shall bind
every Holder, unless it is of the type described in any of clauses (a) through
(h) of Section 9.02 hereof. In such case, the amendment or waiver shall bind
each Holder who has consented to it and every subsequent Holder that evidences
the same debt as the consenting Holder's Note.

SECTION 9.05.     NOTATION ON OR EXCHANGE OF NOTES.

     The Trustee may place an appropriate notation about an amendment or waiver
on any Note thereafter authenticated. The Company in exchange for all Notes may
issue and the Trustee shall authenticate new Notes that reflect the amendment or
waiver.

     Failure to make such notation on a Note or to issue a new Note as aforesaid
shall not affect the validity and effect of such amendment or waiver.

SECTION 9.06.     TRUSTEE PROTECTED.

     The Trustee shall sign all supplemental indentures, except that the Trustee
may, but need not, sign any supplemental indenture that adversely affects its
rights.



                                     - 60 -
<PAGE>   67

                                   ARTICLE 10.
                                  MISCELLANEOUS

SECTION 10.01.     TRUST INDENTURE ACT CONTROLS.

     This Indenture is subject to the provisions of the TIA that are required to
be incorporated into this Indenture (or, prior to the registration of the Notes
pursuant to the Registration Rights Agreement, would be required to be
incorporated into this Indenture if it were qualified under the TIA), and shall,
to the extent applicable, be governed by such provisions. If any provision of
this Indenture limits, qualifies, or conflicts with another provision which is
required (or would be so required) to be incorporated in this Indenture by the
TIA, the incorporated provision shall control.

SECTION 10.02.     NOTICES.

     Any notice or communication by the Company or the Trustee to the other is
duly given if in writing and delivered in Person or mailed by first class mail
to the other's address stated in Section 10.10 hereof. The Company or the
Trustee by notice to the other may designate additional or different addresses
for subsequent notices or communications.

     Except as otherwise provided herein, any notice or communication to a
Holder shall be mailed by first class mail to his address shown on the register
kept by the Registrar. Failure to mail a notice or communication to a Holder or
any defect in it shall not affect its sufficiency with respect to other Holders.

     If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

     If the Company mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

     All other notices or communications shall be in writing.

     In case by reason of the suspension of regular mail service, or by reason
of any other cause, it shall be impossible to mail any notice as required by the
Indenture, then such method of notification as shall be made with the approval
of the Trustee shall constitute a sufficient mailing of such notice.

     If it is impractical in the opinion of the Trustee to make any publication
of any notice required hereby in a daily newspaper with general circulation in
Luxembourg, any publication or notice in lieu thereof which is made or given
with the approval of the Trustee shall constitute a sufficient publication of
such notice.

SECTION 10.03.     COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

     Holders may communicate pursuant to TIA (section) 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA
(section) 312(c).



                                     - 61 -
<PAGE>   68

SECTION 10.04.     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

(a)  an Officer's Certificate stating that, in the opinion of the signers, all
     conditions precedent, if any, provided for in this Indenture relating to
     the proposed action have been complied with; and

(b)  an Opinion of Counsel stating that, in the opinion of such counsel, all
     such conditions precedent have been complied with.

SECTION 10.05.     STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than pursuant to Section 4.03)
shall include:

(a)  a statement that the Person signing such certificate or rendering such
     opinion has read such covenant or condition;

(b)  a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

(c)  a statement that, in the opinion of such Person, such Person has made such
     examination or investigation as is necessary to enable such Person to
     express an informed opinion as to whether or not such covenant or condition
     has been complied with; and

(d)  a statement as to whether or not, in the opinion of such Person, such
     condition or covenant has been complied with.

SECTION 10.06.     RULES BY TRUSTEE AND AGENTS.

     The Trustee may make reasonable rules for action by, or a meeting of,
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 10.07.     LEGAL HOLIDAYS.

     A "LEGAL HOLIDAY" is a Saturday, a Sunday or a day on which banking
institutions in the State of New York or London, England, are not required to be
open or on which payments in Euro by wire transfer cannot be made. If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period. If any other operative date for purposes of
this Indenture shall occur on a Legal Holiday then for all purposes the next
succeeding day that is not a Legal Holiday shall be such operative date.



                                     - 62 -
<PAGE>   69

SECTION 10.08.     NO RECOURSE AGAINST OTHERS.

     A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under the Notes or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Notes.

SECTION 10.09.     COUNTERPARTS AND FACSIMILE SIGNATURES.

     This Indenture may be executed by manual or facsimile signature in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

SECTION 10.10.     VARIABLE PROVISIONS.

     "OFFICER" means the Chairman of the Board, the President, any Vice
President, the Treasurer, the Secretary, any Assistant Treasurer or any
Assistant Secretary of the Company.

     The first certificate pursuant to Section 4.03 hereof shall be for the
fiscal year ended on December 31, 2001.

     The reporting date for Section 7.06 hereof is March 15, of each year. The
first reporting date is March 15, 2001.

     The Trustee shall always have a combined capital and surplus of at least
$100,000,000 as set forth in its most recent published annual report of
condition.

     The Company's address is:

                  NTL Communications Corp.
                  110 East 59th Street, 26th Floor
                  New York, New York 10022
                  Attention:   Richard J. Lubasch, Esq.
                               Executive Vice President, General Counsel and
                               Secretary

     The Trustee's address is:

                  The Chase Manhattan Bank
                  450 West 33rd Street
                  New York, New York 10001
                  Attention:   Institutional Trust Services

SECTION 10.11.     GOVERNING LAW.

     THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS INDENTURE AND
THE NOTES, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.



                                     - 63 -
<PAGE>   70

SECTION 10.12.     RIGHTS OF THE REGISTRAR AND PAYING AGENT.

     In acting as Registrar or Paying Agent hereunder, The Chase Manhattan Bank
(London) and Chase Manhattan Bank Luxembourg S.A. shall have the benefits and
protections afforded to the Trustee hereunder, including those afforded under
Article 7 and Sections 10.04 and 10.05 (except to the extent that such benefits
and protections are made expressly inapplicable to a Registrar or Paying Agent).

SECTION 10.13.     NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

     This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or an Affiliate. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

SECTION 10.14.     SUCCESSORS.

     All agreements of the Company in this Indenture and the Notes shall bind
its successor. All agreements of the Trustee in this Indenture shall bind its
successor.

SECTION 10.15.     SEVERABILITY.

     In case any provision in this Indenture or in the Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

SECTION 10.16.     TABLE OF CONTENTS, HEADINGS, ETC.

     The Table of Contents, Cross-Reference Table, and headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.



                                     - 64 -
<PAGE>   71

                                   SIGNATURES

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the date first written above.

                                     NTL COMMUNICATIONS CORP.


                                     By: /s/ RICHARD J. LUBASCH
                                        --------------------------------------
                                         Name: Richard J. Lubasch
                                         Title: Executive Vice President,
                                                General Counsel and Secretary



<PAGE>   72


                                     THE CHASE MANHATTAN BANK, as Trustee


                                     By: /s/ ROBERT S. PESCHLER
                                        ---------------------------------------
                                        Name: Robert S. Peschler
                                        Title: Assistant Vice President





<PAGE>   73


                                                                      EXHIBIT A

                         [FORM OF FACE OF INITIAL NOTE]

                              [Global Notes Legend]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF [THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC")][EUROCLEAR SYSTEM
("EUROCLEAR") OR CLEARSTREAM BANKING, S.A. ("CLEARSTREAM")] TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF [CEDE & CO.][CHASE NOMINEES
LIMITED], OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
[DTC][EUROCLEAR OR CLEARSTREAM] (AND ANY PAYMENT IS MADE TO [CEDE & CO.][CHASE
NOMINEES LIMITED] OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF [DTC][EUROCLEAR OR CLEARSTREAM]), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, [CEDE & CO.][CHASE NOMINEES LIMITED], HAS AN
INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO [DTC][EUROCLEAR OR CLEARSTREAM], TO NOMINEES OF [DTC][EUROCLEAR OR
CLEARSTREAM] OR TO CUSTODIANS THEREOF OR THEIR NOMINEES OR TO A SUCCESSOR OF
[DTC][EUROCLEAR OR CLEARSTREAM] OR SUCH SUCCESSOR'S NOMINEE OR TO CUSTODIANS OF
SUCH SUCCESSOR OR NOMINEES THEREOF AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

                       [Rule 144A Restricted Notes Legend]

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2)
IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) TO AN
INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.


                                       A-1

<PAGE>   74
                     [Regulation S Restricted Notes Legend]

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2)
IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) TO AN
INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.


                                      A-2


<PAGE>   75

No. ________
                                                          Euro________

                                CINS No.[     ] /ISIN No. [      ] /CUSIP
No. [__]


                          12-3/8% SENIOR NOTE DUE 2008

     NTL Communications Corp., a Delaware corporation (the ''COMPANY''),
promises to pay to __________________________ or registered assigns, the
principal sum of ____________________ Euro[____________] [,or such other amount
as is indicated on Schedule A hereof*,] on February 1, 2008, subject to the
further provisions of this Note set forth on the reverse hereof which further
provisions shall for all purposes have the same effect as if set forth at this
place.

Interest Payment Dates:     February 1 and August 1, commencing August 1, 2001.

Record Dates:               January 15 and July 15.

     IN WITNESS WHEREOF, NTL Communications Corp. has caused this Note to be
signed manually or by facsimile by its duly authorized officers.

                             Dated:
                                   -------------------------------------------

                             NTL COMMUNICATIONS CORP.


                             by:
                                ----------------------------------------------


TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the 12-3/8% Senior
Notes due 2008 described in the
within-mentioned Indenture.

THE CHASE MANHATTAN BANK, as Trustee


By:
    ------------------------------------
            Authorized Officer



---------------------------

* Applicable to Global Notes Only

                                      A-3

<PAGE>   76

                        [FORM OF REVERSE OF INITIAL NOTE]

                            NTL COMMUNICATIONS CORP.
                          12-3/8% Senior Note due 2008

     1. Interest. NTL Communications Corp., a Delaware corporation (the
"COMPANY"), is the issuer of 12-3/8% Senior Notes due 2008 (the "NOTES").
The Company promises to pay interest on the Notes in cash semiannually on each
February 1 and August 1, commencing on August 1, 2001, to Holders of record on
the immediately preceding January 15 and July 15, respectively, at the rate of
12-3/8% per annum. Interest on the Notes will accrue from the most recent date
to which interest has been paid on the Notes, or if no interest has been paid,
from January 24, 2001. Interest will be computed on the basis of a 360-day year
of twelve 30-day months. The Company will pay interest on overdue principal and
premium, if any, at the interest rate borne by the Notes, compounded
semiannually, and it shall pay interest on overdue installments of interest
(without regard to any applicable grace period) at the same interest rate
compounded semiannually. Any interest paid on this Note shall be increased to
the extent necessary to pay Additional Amounts as set forth in this Note.

     2. Special Interest. The Holder of this Note is entitled to the benefits of
the Registration Rights Agreement relating to the Notes (the "REGISTRATION
RIGHTS AGREEMENT").

     In the event that either (a) the Company fails to file the Exchange
Registration Statement or the Shelf Registration Statement (as such terms are
defined in the Registration Rights Agreement) on or before the date specified
for such filing in the Registration Rights Agreement, (b) the Exchange
Registration Statement is not declared effective within 180 days after the
closing of the sale of the Notes or the Shelf Registration Statement is not
declared effective within 180 days from the date such Shelf Registration
Statement is filed, (c) the Company fails to Consummate (as such term is defined
in the Registration Rights Agreement) the Exchange Offer within the time frame
specified in the Registration Rights Agreement, or (d) the Exchange Registration
Statement or the Shelf Registration Statement is filed and declared effective
but is thereafter either withdrawn or becomes subject to an effective stop order
suspending the effectiveness (except as specifically permitted in the
Registration Rights Agreement) without being succeeded immediately by an
additional registration statement which becomes effective, then the Company will
pay special interest pursuant to provisions of the Registration Rights Agreement
and the Notes to each holder of the Notes. Special interest will accrue from (i)
the date specified for such filing, in the case of clause (a) above, (ii) the
date specified for effectiveness in the case of clause (b) above, (iii) the date
specified for completion of the Exchange Offer, in the case of clause (c) above,
or (iv) the date such Exchange Offer Registration Statement or Shelf
Registration Statement ceases to be effective, in the case of clause (d) above
(each such period referred to in clauses (i) through (iv) above an "ACCRUAL
PERIOD"), at a rate per annum equal to 0.25% for the first 90 days of the
Accrual Period; 0.50% for the second 90 days of the Accrual Period; 0.75% for
the third 90 days of the Accrual Period and 1.0% for the remaining portion of
the Accrual Period of the principal amount of the Notes, determined daily. In
each case such additional interest will be payable in cash semiannually in
arrears on each February 1 and August 1, commencing on August 1, 2001, to
Holders of record on the immediately preceding January 15 and July 15,
respectively. In the event that special interest is required to be paid, a
notice which sets forth the special interest rate and other relevant details
will be published by the

                                      A-4
<PAGE>   77
Company in Luxembourg in the Luxemburger Wort and delivered to the Luxembourg
Stock Exchange as long as the Notes are listed on the Luxembourg Stock Exchange.

     3. Additional Amounts. This Section 3 shall apply only in the event that
the Company becomes, or a successor to the Company is, a corporation organized
or existing under the laws of the United Kingdom, the Netherlands, the
Netherlands Antilles, Bermuda or the Cayman Islands. All payments made by the
Company on this Note shall be made without deduction for or on account of, any
and all present or future taxes, duties, assessments, or governmental charges of
whatever nature unless the deduction or withholding of such taxes, duties,
assessments or governmental charges is then required by law. If any deduction or
withholding for or on account of any present or future taxes, assessments or
other governmental charges of the United Kingdom, the Netherlands, the
Netherlands Antilles, Bermuda or the Cayman Islands (or any political
subdivision or taxing authority thereof or therein) shall at any time be
required in respect of any amounts to be paid by the Company under this Note,
the Company shall pay or cause to be paid such additional amounts ("ADDITIONAL
AMOUNTS") as may be necessary in order that the net amounts received by a
Holder of this Note after such deduction or withholding shall be not less than
the amounts specified in this Note to which the Holder of this Note is entitled;
provided, however, that the Company shall not be required to make any payment of
Additional Amounts for or on account of:

            (a) any tax, assessment or other governmental charge to the extent
     such tax, assessment or other governmental charge would not have been
     imposed but for (i) the existence of any present or former connection
     between such Holder (or between a fiduciary, settlor, beneficiary, member
     or shareholder of, or possessor of a power over, such Holder, if such
     Holder is an estate, nominee, trust, partnership or corporation), other
     than the holding of this Note or the receipt of amounts payable in respect
     of this Note, and the United Kingdom, the Netherlands, the Netherlands
     Antilles, Bermuda or the Cayman Islands (or any political subdivision or
     taxing authority thereof or therein) including, without limitation, such
     Holder (or such fiduciary, settlor, beneficiary, member, shareholder or
     possessor) being or having been a citizen or resident thereof or being or
     having been present or engaged in trade or business therein or having or
     having had a permanent establishment therein or (ii) the presentation of
     this Note (where presentation is required) for payment on a date more than
     30 days after the date on which such payment became due and payable or the
     date on which payment thereof is duly provided for, whichever occurs later,
     except to the extent that the Holder would have been entitled to Additional
     Amounts had this Note been presented on the last day of such period of 30
     days;

            (b) any tax, assessment or other governmental charge that is imposed
     or withheld by reason of the failure to comply by the Holder of this Note
     or, if different, the beneficial owner of the interest payable on this
     Note, with a timely request of the Company addressed to such Holder or
     beneficial owner to provide information, documents or other evidence
     concerning the nationality, residence, identity or connection with the
     taxing jurisdiction of such Holder or beneficial owner which is required or
     imposed by a statute, regulation or administrative practice of the taxing
     jurisdiction as a precondition to exemption from all or part of such tax,
     assessment or governmental charge;

                                      A-5
<PAGE>   78

            (c) any estate, inheritance, gift, sales, transfer, personal
     property or similar tax, assessment or other governmental charge;

            (d) any tax, assessment or other governmental charge which is
     collectible otherwise than by withholding from payments of principal
     amount, redemption amount, Change of Control Payment or interest with
     respect to a Note or withholding from the proceeds of a sale or exchange of
     a Note;

            (e) any tax, assessment or other governmental charge required to be
     withheld by any Paying Agent from any payment of principal amount,
     redemption amount, Change of Control Payment or interest with respect to a
     Note, if such payment can be made, and is in fact made, without such
     withholding by any other Paying Agent located inside the United States;

            (f) any tax, assessment or other governmental charge imposed on a
     Holder that is not the beneficial owner of a Note to the extent that the
     beneficial owner would not have been entitled to the payment of any such
     Additional Amounts had the beneficial owner directly held the Note;

            (g) any combination of items (a), (b), (c), (d), (e) and (f) above;

nor shall Additional Amounts be paid with respect to any payment of the
principal of, or any interest on, this Note to any Holder who is a fiduciary or
partnership or other than the sole beneficial owner of such payment to the
extent that a beneficiary or settlor would not have been entitled to any
Additional Amounts had such beneficiary or settlor been the Holder of this Note.
All references to principal amount or interest on the Notes in the Indenture or
the Notes shall include any Additional Amounts payable to the Company pursuant
to this Section 3.

     4. Method of Payment. The Company will pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on the record date for the next interest payment date even
though Notes are canceled after the record date and on or before the interest
payment date. Holders must surrender Notes to a Paying Agent to collect
principal and premium payments. The Company will pay principal, premium, if any,
and interest in money of the European Monetary Union that at the time of payment
is legal tender for payment of public and private debts. However, the Company
may pay principal, premium, if any, and interest by check payable in such money.
It may mail an interest check to a holder's registered address. If a Holder so
requests, principal, premium, if any, and interest may be paid by wire transfer
of immediately available funds to an account previously specified in writing by
such Holder to the Company and the Trustee.

     5. Paying Agent and Registrar. The Chase Manhattan Bank (London) will act
as Paying Agent and Registrar in London. The Trustee will act as Paying Agent
and Registrar in the City of New York, New York. Chase Manhattan Bank Luxembourg
S.A. will act as Paying Agent and Registrar in Luxembourg if and as long as the
Notes are listed on the Luxembourg Stock Exchange. The Company may change any
Paying Agent or Registrar without prior notice. The Company or any of its
Affiliates may act in any such capacity.

                                      A-6
<PAGE>   79
     6. Indenture. The Company issued the Notes under an Indenture, dated as of
January 24, 2001 (the "INDENTURE"), between the Company and The Chase
Manhattan Bank, as Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by the Trust Indenture Act of
1939 (15 U.S. Code (section)(section) 77aaa-77bbbb) as in effect on the date of
the Indenture. The Notes are subject to, and qualified by, all such terms,
certain of which are summarized hereon, and Holders are referred to the
Indenture and such Act for a statement of such terms. The Notes initially issued
by the Company on the date of the Indenture are unsecured general obligations of
the Company limited to Euro200,000,000 in aggregate principal amount. Additional
Notes may be issued in accordance with the terms of the Indenture.

     7. Optional Redemption. Except as provided in Section 8 hereof, the Notes
are not redeemable at the Company's option.

     8. Optional Tax Redemption. The Notes may be redeemed at the option of the
Company, in whole but not in part, upon not less than 30 nor more than 60 days
notice, at any time at a redemption price equal to the principal amount thereof
plus accrued and unpaid interest to the date fixed for redemption if after the
date on which Section 3 of this Note becomes applicable (the "RELEVANT DATE")
there has occurred any change in or amendment to the laws (or any regulations or
official rulings promulgated thereunder) of the United Kingdom, the Netherlands,
the Netherlands Antilles, Bermuda or the Cayman Islands (or any political
subdivision or taxing authority thereof or therein), or any change in or
amendment to the official application or interpretation of such laws, regulation
or rulings (a "CHANGE IN TAX LAW") which becomes effective after the Relevant
Date, as a result of which the Company is or would be so required on the next
succeeding Interest Payment Date to pay Additional Amounts with respect to the
Notes as described under Section 3 hereof with respect to withholding taxes
imposed by the United Kingdom, the Netherlands, the Netherlands Antilles,
Bermuda or the Cayman Islands (or any political subdivision or taxing authority
thereof or therein) (a "WITHHOLDING TAX") and such Withholding Tax is imposed
at a rate that exceeds the rate (if any) at which Withholding Tax was imposed on
the Relevant Date, provided, however, that (i) this paragraph shall not apply to
the extent that, at the Relevant Date it was known or would have been known had
professional advice of a nationally recognized accounting firm in the United
Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman
Islands, as the case may be, been sought, that a Change in Tax Law in the United
Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman
Islands was to occur after the Relevant Date, (ii) no such notice of redemption
may be given earlier than 90 days prior to the earliest date on which the
Company would be obliged to pay such Additional Amounts were a payment in
respect of the Notes then due, (iii) at the time such notice of redemption is
given, such obligation to pay such Additional Amount remains in effect and (iv)
the payment of such Additional Amounts cannot be avoided by the use of any
reasonable measures available to the Company.

     The Notes may also be redeemed, in whole but not in part, at any time at a
redemption price equal to the principal amount thereof plus accrued and unpaid
interest to the date fixed for redemption if the Person formed after the
Relevant Date by a consolidation, amalgamation, reorganization or reconstruction
(or other similar arrangement) of the Company or the Person into which the
Company is merged after the Relevant Date or to which the Company conveys,
transfers or leases its properties and assets after the Relevant

                                      A-7
<PAGE>   80
Date substantially as an entirety (collectively, a "SUBSEQUENT CONSOLIDATION")
is required, as a consequence of such Subsequent Consolidation and as a
consequence of a Change in Tax Law in the United Kingdom, the Netherlands, the
Netherlands Antilles, Bermuda or the Cayman Islands occurring after the date of
such Subsequent Consolidation to pay Additional Amounts with respect to Notes
with respect to Withholding Tax as described under Section 3 hereof and such
Withholding Tax is imposed at a rate that exceeds the rate (if any) at which
Withholding Tax was or would have been imposed on the date of such Subsequent
Consolidation, provided, however, that this paragraph shall not apply to the
extent that, at the date of such Subsequent Consolidation it was known or would
have been known had professional advice of a nationally recognized accounting
firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda
or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law
in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the
Cayman Islands was to occur after such date.

     The Company will also pay, or make available for payment, to Holders on the
Redemption Date any Additional Amounts (as described, but subject to the
exceptions referred to, in Section 3 hereof) resulting from the payment of such
Redemption Price.

     9. Notice of Redemption. Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder of the
Notes to be redeemed at his address of record. On and after the redemption date,
interest ceases to accrue on the Notes.

     If this Note is redeemed subsequent to a record date with respect to any
interest payment date specified above and on or prior to such interest payment
date, then any accrued interest will be paid to the Person in whose name this
Note is registered at the close of business on such record date.

     10. Mandatory Redemption. The Company will not be required to make
mandatory redemption or repurchase payments with respect to the Notes. There are
no sinking fund payments with respect to the Notes.

     11. Repurchase at Option of Holder.

     (a) If there is a Change of Control Triggering Event, the Company shall be
     required to offer to purchase on the Purchase Date all outstanding Notes at
     a purchase price equal to 101% of the aggregate principal amount thereof,
     plus accrued and unpaid interest to the Purchase Date, Holders of Notes
     that are subject to an offer to purchase will receive a Change of Control
     offer from the Company prior to any related Purchase Date and may elect to
     have such Notes or portions thereof in authorized denominations purchased
     by completing the form entitled "Option of Holder to Elect Purchase"
     appearing below.

     (b) If the Company or a Restricted Subsidiary consummates any Asset Sales,
     and when the aggregate amount of Excess Proceeds from such Asset Sales
     exceeds $15.0 million, the Company shall be required to make an offer (an
     "ASSET SALE OFFER") to all holders of the Notes and Other Qualified Notes
     to purchase the maximum principal amount of Notes and Other Qualified Notes
     (determined on a pro rata basis according to the principal amount or
     accreted value, as the case may be, of the Notes


                                      A-8

<PAGE>   81
     and the Other Qualified Notes) that may be purchased out of the Excess
     Proceeds, with respect to the Notes, at an offer price in cash in an amount
     equal to 100% of the outstanding principal amount thereof plus accrued and
     unpaid interest, if any, to the date fixed for the closing of such offer.
     To the extent that the aggregate principal amount or accreted value, as the
     case may be, of Notes and Other Qualified Notes tendered pursuant to an
     Asset Sale Offer is less than the Excess Proceeds, the Company may use such
     deficiency for general corporate purposes. If the aggregate principal
     amount or accreted value, as the case may be, of Notes and Other Qualified
     Notes surrendered by holders thereof exceeds the amount of Excess Proceeds,
     then such remaining Excess Proceeds will be allocated pro rata according to
     principal amount or accreted value, as the case may be, to the Notes and
     each issue of the Other Qualified Notes and, the Trustee will select the
     Notes to be purchased in accordance with Section 3.09(e) of the Indenture.
     Upon completion of such offer to purchase, the amount of Excess Proceeds
     will be reset at zero.

     12. Denominations, Transfer, Exchange. The Notes are in registered form,
without coupons, in denominations of Euro1,000 and integral multiples of
Euro1,000. The transfer of Notes may be registered, and Notes may be exchanged,
as provided in the Indenture. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay
any taxes and fees required by law or permitted by the Indenture.

     13. Persons Deemed Owners. Except as provided in paragraph 4 of this Note,
the registered Holder of a Note may be treated as its owner for all purposes.

     14. Unclaimed Money. If money for the payment of principal or interest
remains unclaimed for two years, the Trustee and the Paying Agent shall pay the
money back to the Company at its written request. After that, Holders of Notes
entitled to the money must look to the Company for payment unless an abandoned
property law designates another Person and all liability of the Trustee and such
Paying Agent with respect to such money shall cease.

     15. Defaults and Remedies. The Notes shall have the Events of Default set
forth in Section 6.01 of the Indenture. Subject to certain limitations in the
Indenture, if an Event of Default occurs and is continuing, the Trustee by
notice to the Company or the Holders of at least 25% in aggregate principal
amount of the then outstanding Notes by notice to the Company and the Trustee
may declare all the Notes to be due and payable immediately, except that in the
case of an Event of Default arising from certain events of bankruptcy or
insolvency, all unpaid principal and interest accrued on the Notes shall become
due and payable immediately without further action or notice. The Holders of a
majority in principal amount of the Notes then outstanding by written notice to
the Trustee may rescind an acceleration and its consequences if the rescission
would not conflict with any judgment or decree and if all existing Events of
Default have been cured or waived except nonpayment of principal or interest
that has become due solely because of the acceleration. Holders may not enforce
the Indenture or the Notes except as provided in the Indenture. Subject to
certain limitations, Holders of a majority in principal amount of the then
outstanding Notes issued under the Indenture may direct the Trustee in its
exercise of any trust or power. The Company must furnish annually compliance
certificates to the Trustee. The above description of Events of Default and
remedies is qualified by reference, and subject in its entirety, to the more
complete description thereof contained in the Indenture.


                                      A-9
<PAGE>   82
     16. Amendments, Supplements and Waivers. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the then outstanding Notes
(including consents obtained in connection with a tender offer or exchange offer
for Notes), and any existing default may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes. Without
the consent of any Holder, the Indenture or the Notes may be amended among other
things, to cure any ambiguity, defect or inconsistency, to provide for
assumption of the Company's obligations to Holders, to make any change that does
not adversely affect the rights of any Holder or to qualify the Indenture under
the TIA or to comply with the requirements of the SEC in order to maintain the
qualification of the Indenture under the TIA.

     17. Restrictive Covenants. The Indenture imposes certain limitations on the
ability of the Company and its Subsidiaries to, among other things, engage in
certain transactions with Affiliates, incur additional indebtedness and make
payments in respect of Capital Stock. The limitations are subject to a number of
important qualifications and exceptions.

     18. Trustee Dealings with the Company. The Trustee, in its individual or
any other capacity may become the owner or pledgee of the Notes and may
otherwise deal with the Company or an Affiliate with the same rights it would
have, as if it were not Trustee, subject to certain limitations provided for in
the Indenture and in the TIA. Any Agent may do the same with like rights.

     19. No Recourse Against Others. A director, officer, employee, incorporator
or stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Notes or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. Each
Holder of the Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for the issue of the Notes.

     20. Governing Law. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN
THE INDENTURE AND THE NOTES WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.

     21. Authentication. The Notes shall not be valid until authenticated by the
manual signature of an authorized officer of the Trustee or an authenticating
agent.

     22. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (- Custodian), and UGMA (= Uniform Gifts to
Minors Act).

     The Company will furnish to any Holder of the Notes upon written request
and without charge a copy of the Indenture. Request may be made to:

               NTL Communications Corp.
               110 East 59th Street, 26th Floor
               New York, New York 10022
               Attention of:  Richard J. Lubasch, Esq.

                                      A-10
<PAGE>   83
                              Executive Vice President, General Counsel
                              and Secretary

                                      A-11


<PAGE>   84
                                 ASSIGNMENT FORM
                  To assign this Note, fill in the form below:

                  (I) or (we) assign and transfer this Note to

                   __________________________________________
               (Insert assignee's social security or tax I.D. no.)

                   __________________________________________

                   __________________________________________
              (Print or type assignee's name, address and zip code)

     and irrevocably appoint _________________________________ agent to transfer
this Note on the books of the Company. The agent may substitute another to act
for him.

         Your Signature: ___________________________________________________
             (Sign exactly as your name appears on the other side of this Note)


         Date: __________________

   Signature Guarantee: * ____________________________________________

     In connection with any transfer of any of the Notes evidenced by this
certificate occurring prior to the date that is two years after the later of the
date of original issuance of such Notes and the last date, if any, on which such
Notes were owned by the Company or any Affiliate of the Company, the undersigned
confirms that such Notes are being transferred:

CHECK ONE BOX BELOW

     (1) [ ] to the Company or a subsidiary thereof,

     (2) [ ] to a qualified institutional buyer in compliance with Rule 144A,

     (3) [ ] outside the United States in compliance with Rule 903 or Rule 904
     under the Securities Act,

     (4) [ ] pursuant to the exemption from registration provided by Rule 144
     under the Securities Act (if available) or

     (5) [ ] inside the United States to an Institutional Accredited Investor
     that, prior to such transfer, furnishes to the Trustee a signed letter
     containing certain representations and agreements relating to the
     restrictions on transfer of the Notes (the form of which letter can be
     obtained from the Trustee) and, if such transfer is in respect of an
     aggregate principal amount of Notes of less than Euro100,000, an opinion of
     counsel acceptable to the Company that such transfer is in compliance with
     the Securities Act,

     (6) [ ] pursuant to an effective registration statement under the
     Securities Act.





-------------------

* Signature must be guaranteed by a commercial bank, trust company or member
  firm of the New York Stock Exchange.

                                      A-12
<PAGE>   85

                                                   __________________________
                                                   Signature

Signature Guarantee*

__________________________
Signature must be guaranteed



__________________________________________________________________

              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is purchasing this Note for
its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional
buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is
aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Date: ______________________

____________________________

* Signature must be guaranteed by a commercial bank, trust company or member
  firm of the New York Stock Exchange.

                 NOTICE: To be executed by an executive officer


                                      A-13

<PAGE>   86


                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Note or a portion thereof repurchased by
the Company pursuant to Section 3.09, 4.10 or 4.13 of the Indenture, check the
box: [ ]

     If the purchase is in part, indicate the portion (in denominations of
Euro1,000 or any integral multiple thereof) to be purchased: __________________

     Your Signature: _________________________________________________________
         (Sign exactly as your name appears on the other side of this Note)


     Date: ________________________

     Signature Guarantee:**/




------------------------------
**/ Signature must be guaranteed by a commercial bank, trust company or member
    firm of the New York Stock Exchange.


                                      A-14
<PAGE>   87



                        [TO BE ATTACHED TO GLOBAL NOTES]

                                   SCHEDULE A
                          SCHEDULE OF PRINCIPAL AMOUNT

     The initial principal amount of this Global Note shall be
Euro__________________. The following increases or decreases in the principal
amount of this Global Note have been made:

<TABLE>
<CAPTION>

======================================================================================================================

 Amount of decrease in     Amount of increase     Principal amount of        Signature of         Date of exchange
  principal amount of      in principal amount      this Global Note      authorized officer       following such
    this Global Note       of this Global Note                           of Trustee or Common   decrease or increase
                                                                              Depositary

<S>                         <C>                   <C>                     <C>                   <C>
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

======================================================================================================================
</TABLE>



                                      A-15

<PAGE>   88

                                                                      EXHIBIT B

                         [FORM OF FACE OF EXCHANGE NOTE]

                      [Global Notes Legend, if applicable]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF [THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC")][EUROCLEAR SYSTEM
("ROCLEAR") OR CLEARSTREAM BANKING, S.A. ("CLEARSTREAM")] TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF [CEDE & CO.][CHASE NOMINEES LIMITED], OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
[DTC][EUROCLEAR OR CLEARSTREAM] (AND ANY PAYMENT IS MADE TO [CEDE & CO.][CHASE
NOMINEES LIMITED] OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF [DTC][EUROCLEAR OR CLEARSTREAM]), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, [CEDE & CO.][CHASE NOMINEES LIMITED], HAS AN
INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO [DTC][EUROCLEAR OR CLEARSTREAM], NOMINEES OF [DTC][EUROCLEAR OR
CLEARSTREAM] OR TO CUSTODIANS THEREOF OR THEIR NOMINEES OR TO A SUCCESSOR OF
[DTC][EUROCLEAR OR CLEARSTREAM] OR SUCH SUCCESSOR'S NOMINEE OR TO CUSTODIANS OF
SUCH SUCCESSOR OR NOMINEES THEREOF AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.





                                      B-1

<PAGE>   89


No. ___________                                                 Euro__________

                              CINS No. [    ]/ISIN No. [    ]/ CUSIP No. [    ]

                          12-3/8% SENIOR NOTE DUE 2008

     NTL Communications Corp., a Delaware corporation (the "COMPANY") promises
to pay to _________________________ or registered assigns, the principal sum of
Euro[        ] [or such other amount as is indicated on Schedule A hereof]****
on February 1, 2008, subject to the further provisions of this Note set forth on
the reverse hereof which further provisions shall for all purposes have the same
effect as if set forth at this place.

Interest Payment Dates:      February 1 and August 1, commencing August 1, 2001.

Record Dates:                January 15 and July 15.

     IN WITNESS WHEREOF, NTL Communications Corp. has caused this Note to be
signed manually or by facsimile by its duly authorized officers.


                                 Dated:_______________________________________

                                 NTL COMMUNICATIONS CORP.


                                 by:_________________________________________



TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the 12-3/8% Senior
Notes due 2008 described in the
within-mentioned Indenture.

THE CHASE MANHATTAN BANK, as Trustee


By:______________________________________
                  Authorized Officer



-------------------
**** Applicable to Global Notes only.

                                      B-2


<PAGE>   90


                       (FORM OF REVERSE OF EXCHANGE NOTE)

                            NTL COMMUNICATIONS CORP.

                          12-3/8% Senior Note due 2008

     1. Interest. NTL Communications Corp., a Delaware corporation (the
"COMPANY"), is the issuer of 12-3/8% Senior Notes due 2008 (the "NOTES").
The Company promises to pay interest on the Notes in cash semiannually on each
February 1 and August 1, commencing on August 1, 2001, to Holders of record on
the immediately preceding January 15 and July 15, respectively, at the rate of
12-3/8% per annum. Interest on the Notes will accrue from the most recent date
to which interest has been paid on the Notes, or if no interest has been paid,
from January 24, 2001. Interest will be computed on the basis of a 360-day year
of twelve 30-day months. The Company will pay interest on overdue principal and
premium, if any, at the interest rate borne by the Notes, compounded
semiannually, and it shall pay interest on overdue installments of interest
(without regard to any applicable grace period) at the same interest rate
compounded semiannually. Any interest paid on this Note shall be increased to
the extent necessary to pay Additional Amounts as set forth in this Note.

     2. Additional Amounts. This Section 2 shall apply only in the event that
the Company becomes, or a successor to the Company is, a corporation organized
or existing under the laws of the United Kingdom, the Netherlands, the
Netherlands Antilles, Bermuda or the Cayman Islands. All payments made by the
Company on this Note shall be made without deduction for or on account of, any
and all present or future taxes, duties, assessments, or governmental charges of
whatever nature unless the deduction of such taxes, duties, assessments or
governmental charges is then required by law. If any deduction or withholding
for or on account of any present or future taxes, assessments or other
governmental charges of the United Kingdom, the Netherlands, the Netherlands
Antilles, Bermuda or the Cayman Islands (or any political subdivision or taxing
authority thereof or taxing authority thereof or therein) shall at any time be
required in respect of any amounts to be paid by the Company under this Note,
the Company shall pay or cause to be paid such additional amounts ("ADDITIONAL
AMOUNTS") as may be necessary in order that the net amounts received by a
Holder of this Note after such deduction or withholding shall be not less than
the amounts specified in this Note to which the Holder of this Note is entitled;
provided, however, that the Company shall not be required to make any payment of
Additional Amounts for or on account of:

            (a) any tax, assessment or other governmental charge to the extent
     such tax, assessment or other governmental charge would not have been
     imposed but for (i) the existence of any present or former connection
     between such Holder (or between a fiduciary, settlor, beneficiary, member
     or shareholder of, or possessor of a power over, such Holder, if such
     Holder is an estate, nominee, trust, partnership or corporation), other
     than the holding of this Note or the receipt of amounts payable in respect
     of this Note, the United Kingdom, the Netherlands, the Netherlands
     Antilles, Bermuda or the Cayman Islands or any political subdivision or
     taxing authority thereof or therein, including, without limitation, such
     Holder (or such fiduciary, settlor, beneficiary, member, shareholder or
     possessor) being or having been a citizen or resident thereof or being or
     having been present or engaged in trade or business therein or having or
     having had a permanent establishment therein or (ii) the presentation of
     this Note

                                      B-3
<PAGE>   91


     (where presentation is required) for payment on a date more than 30 days
     after the date on which such payment became due and payable or the date on
     which payment thereof is duly provided for, whichever occurs later, except
     to the extent that the Holder would have been entitled to Additional
     Amounts had this Note been presented on the last day of such period of 30
     days;

            (b) any tax, assessment or other governmental charge that is imposed
     or withheld by reason of the failure to comply by the Holder of this Note
     or, if different, the beneficial owner of the interest payable on this
     Note, with a timely request of the Company addressed to such Holder or
     beneficial owner to provide information, documents or other evidence
     concerning the nationality, residence, identity or connection with the
     taxing jurisdiction of such Holder or beneficial owner which is required or
     imposed by a statute, regulation or administrative practice of the taxing
     jurisdiction as a precondition to exemption from all or part of such tax,
     assessment or governmental charge;

            (c) any estate, inheritance, gift, sales, transfer, personal
     property or similar tax, assessment or other governmental charge;

            (d) any tax, assessment or other governmental charge which is
     collectible otherwise than by withholding from payments of principal
     amount, redemption amount, Change of Control Payment or interest with
     respect to a Note or withholding from the proceeds of a sale or exchange of
     a Note;

            (e) any tax, assessment or other governmental charge required to be
     withheld by any Paying Agent from any payment of principal amount,
     redemption amount, Change of Control Payment or interest with respect to a
     Note, if such payment can be made, and is in fact made, without such
     withholding by any other Paying Agent located inside the United States;

            (f) any tax, assessment or other governmental charge imposed on a
     Holder that is not the beneficial owner of a Note to the extent that the
     beneficial owner would not have been entitled to the payment of any such
     Additional Amounts had the beneficial owner directly held the Note;

            (g) any combination of items (a), (b), (c), (d), (e) and (f) above;

nor shall Additional Amounts be paid with respect to any payment of the
principal of, or any interest on, this Note to any Holder who is a fiduciary or
partnership or other than the sole beneficial owner of such payment to the
extent that a beneficiary or settlor would not have been entitled to any
Additional Amounts had such beneficiary or settlor been the Holder of this Note.
All references to principal amount or interest on the Notes in the Indenture or
the Notes shall include any Additional Amounts payable to the Company pursuant
to this Section 2.

     3. Method of Payment. The Company will pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on the record date for the next interest payment date even
though Notes are canceled after the record date and on or before the interest
payment date. Holders must surrender Notes to a

                                      B-4
<PAGE>   92
Paying Agent to collect principal and premium payments. The Company will pay
principal, premium, if any, and interest in money of the European Monetary Union
that at the time of payment is legal tender for payment of public and private
debts. However, the Company may pay principal, premium, if any, and interest by
check payable in such money. It may mail an interest check to a holder's
registered address. If a Holder so requests, principal, premium, if any, and
interest may be paid by wire transfer of immediately available funds to an
account previously specified in writing by such Holder to the Company and the
Trustee.

     4. Paying Agent and Registrar. The Chase Manhattan Bank (London) will act
as Paying Agent and Registrar in London. The Trustee will act as Paying Agent
and Registrar in the City of New York. Chase Manhattan Bank Luxembourg S.A. will
act as Paying Agent and Registrar in Luxembourg if and as long as the Notes are
listed on the Luxembourg Stock Exchange. The Company may change any Paying Agent
or Registrar without prior notice. The Company or any of its Affiliates may act
in any such capacity.

     5. Indenture. The Company issued the Notes under an indenture, dated as of
January 24, 2001 (the "INDENTURE"), between the Company and The Chase
Manhattan Bank, as Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by the Trust Indenture Act of
1939 (15 U.S. Code (section)(section) 77aaa-77bbbb) as in effect on the date of
the Indenture. The Notes are subject to, and qualified by, all such terms,
certain of which are summarized hereon, and Holders are referred to the
Indenture and such Act for a statement of such terms. The Notes initially issued
by the Company on the date of the Indenture are unsecured general obligations of
the Company limited to Euro200,000,000 in aggregate principal amount. Additional
Notes may be issued in accordance with the terms of the Indenture.

     6. Optional Redemption. Except as provided in Section 7 herein, the Notes
are not redeemable at the Company's option.

     7. Optional Tax Redemption. The Notes may be redeemed at the option of the
Company, in whole but not in part, upon not less than 30 nor more than 60 days
notice, at any time at a redemption price equal to the principal amount thereof
plus accrued and unpaid interest to the date fixed for redemption if after the
date on which Section 2 of this Note becomes applicable (the "RELEVANT DATE")
there has occurred any change in or amendment to the laws (or any regulations or
official rulings promulgated thereunder) of the United Kingdom, the Netherlands,
the Netherlands Antilles, Bermuda or the Cayman Islands (or any political
subdivision or taxing authority thereof or therein), or any change in or
amendment to the official application or interpretation of such laws,
regulations or rulings (a "CHANGE IN TAX LAW") which becomes effective after
the Relevant Date, as a result of which the Company is or would be so required
on the next succeeding Interest Payment Date to pay Additional Amounts with
respect to the Notes as described under Section 2 hereof with respect to
withholding taxes imposed by the United Kingdom, the Netherlands, the
Netherlands Antilles, Bermuda or the Cayman Islands (or any political
subdivision or taxing authority thereof or therein) (a "WITHHOLDING TAX") and
such Withholding Tax is imposed at a rate that exceeds the rate (if any) at
which Withholding Tax was imposed on the Relevant Date, provided, however, that
(i) this paragraph shall not apply to the extent that, at the Relevant Date it
was known or would have been known had professional advice of a nationally
recognized accounting firm in the United Kingdom, the Netherlands, the

                                      B-5


<PAGE>   93
Netherlands Antilles, Bermuda or the Cayman Islands, as the case may be, been
sought, that a change in Tax Law in the United Kingdom, the Netherlands, the
Netherlands Antilles, Bermuda or the Cayman Islands was to occur after the
Relevant Date, (ii) no such notice of redemption may be given earlier than 90
days prior to the earliest date on which the Company would be obliged to pay
such Additional Amounts were a payment in respect of the Notes then due, (iii)
at the time such notice of redemption is given, such obligation to pay such
Additional Amount remains in effect and (iv) the payment of such Additional
Amounts cannot be avoided by the use of any reasonable measures available to the
Company.

     The Notes may also be redeemed, in whole but not in part, at any time at a
redemption price equal to the principal amount thereof plus accrued and unpaid
interest to the date fixed for redemption if the Person formed after the
Relevant Date by a consolidation, amalgamation, reorganization or reconstruction
(or other similar arrangement) of the Company or the Person into which the
Company is merged after the Relevant Date or to which the Company conveys,
transfers or leases its properties and assets after the Relevant Date
substantially as an entirety (collectively, a ''SUBSEQUENT CONSOLIDATION'') is
required, as a consequence of such Subsequent Consolidation and as a consequence
of a Change in Tax Law in the United Kingdom, the Netherlands, the Netherlands
Antilles, Bermuda or the Cayman Islands occurring after the date of such
Subsequent Consolidation to pay Additional Amounts with respect to Notes with
respect to Withholding Tax as described under Section 2 hereof and such
Withholding Tax is imposed at a rate that exceeds the rate (if any) at which
Withholding Tax was or would have been imposed on the date of such Subsequent
Consolidation, provided, however, that this paragraph shall not apply to the
extent that, at the date of such Subsequent Consolidation it was known or would
have been known had professional advice of a nationally recognized accounting
firm in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda
or the Cayman Islands, as the case may be, been sought, that a Change in Tax Law
in the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the
Cayman Islands was to occur after such date.

     The Company will also pay, or make available for payment, to Holders on the
Redemption Date any Additional Amounts (as described, but subject to the
exceptions referred to, in Section 2 hereof) resulting from the payment of such
Redemption Price.

     8. Notice of Redemption. Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder of the
Notes to be redeemed at his address of record. On and after the redemption date,
interest ceases to accrue on the Notes. If this Note is redeemed subsequent to a
record date with respect to any interest payment date specified above and on or
prior to such interest payment date, then any accrued interest will be paid to
the Person in whose name this Note is registered at the close of business on
such record date.

     9. Mandatory Redemption. The Company will not be required to make mandatory
redemption or repurchase payments with respect to the Notes. There are no
sinking fund payments with respect to the Notes.

     10. Repurchase at Option of Holder.

            (a) If there is a Change of Control Triggering Event, the Company
     shall be required to offer to purchase on the Purchase Date all outstanding
     Notes at a purchase


                                      B-6
<PAGE>   94
     price equal to 101% of the aggregate principal amount thereof, plus accrued
     and unpaid interest to the Purchase Date. Holders of Notes that are subject
     to an offer to purchase will receive a Change of Control offer from the
     Company prior to any related Purchase Date and may elect to have such Notes
     or portions thereof in authorized denominations purchased by completing the
     form entitled "Option of Holder to Elect Purchase" appearing below.

            (b) If the Company or a Restricted Subsidiary consummates any Asset
     Sales, and when the aggregate amount of Excess Proceeds from such Asset
     Sales exceeds $15.0 million, the Company shall be required to make an offer
     (an "ASSET SALE OFFER") to all holders of the Notes and Other Qualified
     Notes to purchase the maximum principal amount of Notes and other Qualified
     Notes (determined on a pro rata basis according to the principal amount or
     accreted value, as the case may be, of the Notes and the Other Qualified
     Notes) that may be purchased out of the Excess Proceeds with respect to the
     Notes, at an offer price in cash in an amount equal to 100% of the
     outstanding principal amount thereof plus accrued and unpaid interest, if
     any, to the date fixed for the closing of such offer. To the extent that
     the aggregate principal amount or accreted value, as the case may be, of
     Notes and Other Qualified Notes tendered pursuant to an Asset Sale Offer is
     less than the Excess Proceeds, the Company may use such deficiency for
     general corporate purposes. If the aggregate principal amount or accreted
     value, as the case may be, of Notes and Other Qualified Notes surrendered
     by holders thereof exceeds the amount of Excess Proceeds then any remaining
     Excess Proceeds will be allocated pro rata according to principal amount or
     accreted value, as the case may be, to the Notes and each issue of the
     Other Qualified Notes and, the Trustee will select the Notes to be
     purchased in accordance with Section 3.09(e) of the Indenture. Upon
     completion of such offer to purchase, the amount of Excess Proceeds will be
     reset at zero.

     11. Denominations, Transfer, Exchange. The Notes are in registered form,
without coupons, in denominations of Euro 1,000 and integral multiples of
Euro 1,000. The transfer of Notes may be registered, and Notes may be exchanged,
as provided in the Indenture. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay
any taxes and fees required by law or permitted by the Indenture.

     12. Persons Deemed Owners. Except as provided in paragraph 3 of this Note,
the registered Holder of a Note may be treated as its owner for all purposes.

     13. Unclaimed Money. If money for the payment of principal or interest
remains unclaimed for two years, the Trustee and the Paying Agent shall pay the
money back to the Company at its written request. After that, Holders of Notes
entitled to the money must look to the Company for payment unless an abandoned
property law designates another Person and all liability of the Trustee and such
Paying Agent with respect to such money shall cease.

     14. Defaults and Remedies. The Notes shall have the Events of Default as
set forth in Section 6.01 of the Indenture. Subject to certain limitations in
the Indenture, if an Event of Default occurs and is continuing, the Trustee by
notice to the Company or the Holders of at least 25% in aggregate principal
amount of the then outstanding Notes by notice to the Company and the Trustee
may declare all the Notes to be due and payable immediately, except that in the
case of an Event of Default arising from certain events of bankruptcy or


                                      B-7
<PAGE>   95
insolvency, all unpaid principal and interest accrued on the Notes shall become
due and payable immediately without further action or notice. The Holders of a
majority in principal amount of the Notes then outstanding by written notice to
the Trustee may rescind an acceleration and its consequences if the rescission
would not conflict with any judgment or decree and if all existing Events of
Default have been cured or waived except nonpayment of principal or interest
that has become due solely because of the acceleration. Holders may not enforce
the Indenture or the Notes as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes issued under the Indenture may direct the Trustee in its exercise of any
trust or power. The Company must furnish annually compliance certificates to the
Trustee. The above description of Events of Default and remedies is qualified by
reference, and subject in its entirety, to the more complete description thereof
contained in the Indenture.

     15. Amendments, Supplements and Waivers. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the then outstanding Notes
(including consents obtained in connection with a tender offer or exchange offer
for Notes), and any existing default may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes. Without
the consent of any Holder, the Indenture or the Notes may be amended among other
things, to cure any ambiguity, defect or inconsistency, to provide for
assumption of the Company's obligations to Holders, to make any change that does
not adversely affect the rights of any Holder or to qualify the Indenture under
the TIA or to comply with the requirements of the SEC in order to maintain the
qualification of the Indenture under the TIA.

     16. Restrictive Covenants. The Indenture imposes certain limitations on the
ability of the Company and its Subsidiaries to, among other things, engage in
certain transactions with Affiliates, incur additional Indebtedness and make
payments in respect of Capital Stock. The limitations are subject to a number of
important qualifications and exceptions.

     17. Trustee Dealings with the Company. The Trustee, in its individual or
any other capacity may become the owner or pledgee of the Notes and may
otherwise deal with the Company or an Affiliate with the same rights it would
have, as if it were not Trustee, subject to certain limitations provided for in
the Indenture and in the TIA. Any Agent may do the same with like rights.

     18. No Recourse Against Others. A director, officer, employee, incorporator
or stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Notes or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. Each
Holder of the Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for the issue of the Notes.

     19. Governing Law. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN
THE INDENTURE AND THE NOTES WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.

     20. Authentication. The Notes shall not be valid until authenticated by the
manual signature of an authorized officer of the Trustee or an authenticating
agent.


                                      B-8
<PAGE>   96
     21. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and UGMA
(= Uniform Gifts to Minors Act).

     The Company will furnish to any Holder of the Notes upon written request
and without charge a copy of the Indenture. Request may be made to:

                  NTL Communications Corp.
                  110 East 59th Street, 26th Floor
                  New York, New York 10022
                  Attention of:  Richard J. Lubasch, Esq.
                                 Executive Vice President, General Counsel and
                                 Secretary


                                      B-9
<PAGE>   97

                                 ASSIGNMENT FORM
                  To assign this Note, fill in the form below:

                  (I) or (we) assign and transfer this Note to

                   __________________________________________
               (Insert assignee's social security or tax I.D. no.)

                   __________________________________________

                   __________________________________________
              (Print or type assignee's name, address and zip code)

     and irrevocably appoint _________________________________ agent to transfer
this Note on the books of the Company. The agent may substitute another to act
for him.

         Your Signature: ____________________________________________________
            (Sign exactly as your name appears on the other side of this Note)


         Date: __________________

       Signature Guarantee: **/ ______________________________




--------------------------------
**/ Signature must by guaranteed by a commercial bank, trust company or member
    of the New York Stock Exchange.



                                      B-10
<PAGE>   98


                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Note or a portion thereof repurchased by
the Company pursuant to Section 3.09, 4.10 or 4.13 of the Indenture, check the
box: [  ]

     If the purchase is in part, indicate the portion (in denominations of
Euro1,000 or any integral multiple thereof) to be purchased: __________________

     Your Signature: __________________________________________________________
            (Sign exactly as your name appears on the other side of this Note)

    Date: ________________________
    Signature Guarantee:***

----------------------
***   Signature must be guaranteed by a commercial bank, trust company or member
      firm of the New York Stock Exchange.


                                      B-11

<PAGE>   99
                                   SCHEDULE A
                          SCHEDULE OF PRINCIPAL AMOUNT

     The initial principal amount of this Global Note shall be
Euro__________________. The following increases or decreases in the principal
amount of this Global Note have been made:
<TABLE>
<CAPTION>

======================================================================================================================
 Amount of decrease in     Amount of increase     Principal amount of        Signature of         Date of exchange
  principal amount of      in principal amount      this Global Note      authorized officer       following such
    this Global Note       of this Global Note                           of Trustee or Common   decrease or increase
                                                                              Depositary
<S>                        <C>                    <C>                     <C>                   <C>
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

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======================================================================================================================
</TABLE>

                                      B-12
<PAGE>   100

                                                                      EXHIBIT C

                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                           FROM RULE 144A GLOBAL NOTE
                           TO REGULATION S GLOBAL NOTE
                  (Transfers pursuant to (section) 2.06(a)(ii)
                                of the Indenture)


The Chase Manhattan Bank, as Trustee
450 West 33rd Street
New York, New York  10001
Attn: Institutional Trust Services

Re:   NTL Communications Corp. 12-3/8% Senior Notes Due 2008 (the "NOTES")

     Reference is hereby made to the Indenture, dated as of January 24, 2001
(the "INDENTURE"), between NTL Communications Corp., as Issuer, and The Chase
Manhattan Bank, as Trustee.

     This letter relates to Euro[ ] aggregate principal amount of Notes which
are held in the form of the [European][DTC] Rule 144A Global Note (CINS No. [ ]
/ ISIN No. [ ] / CUSIP No.[ ]) with the Depositary in the name of [name of
transferor] (the "TRANSFEROR") to effect the transfer of the Notes in exchange
for an equivalent beneficial interest in the Regulation S Global Notes.

     In connection with such request, the Transferor does hereby certify that
such transfer has been effected in accordance with the transfer restrictions set
forth in the Notes and (i) with respect to transfers made in reliance on
Regulation S, does hereby certify that:

     (1)    the offer of the Notes was not made to a Person in the United
            States;

     (2)    the transaction was executed in, on or through the facilities of a
            designated offshore securities market and neither the Transferor nor
            any Person acting on its behalf knows that the transaction was
            pre-arranged with a buyer in the United States;

     (3)    no directed selling efforts have been made in contravention of the
            requirements of Rule 903(b) or 904(b) of Regulation S, as
            applicable; and

     (4)    the transaction is not part of a plan or scheme to evade the
            registration requirements of the U.S. Securities Act of 1933, as
            amended (the "SECURITIES ACT");

and (ii) with respect to transfers made in reliance on Rule 144 does hereby
certify that the Notes are being transferred in a transaction permitted by Rule
144 under the Securities Act; and (iii) with respect to transfers made in
reliance on Rule 144A, does hereby certify that such Notes are being transferred
in accordance with Rule 144A under the Securities Act to a


                                      C-1
<PAGE>   101
transferee that the Transferor reasonably believes is purchasing the Notes for
its own account or an account with respect to which the transferee exercises
sole investment discretion and the transferee and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A, in a
transaction meeting the requirements of Rule 144A and in accordance with
applicable securities laws of any state of the United States or any other
jurisdiction.

     In addition, if the sale is made during a restricted period and the
provisions of Rule 903(c)(2) or (3) or Rule 904(c)(1) of Regulation S are
applicable thereto, we confirm that such sale has been made in accordance with
the applicable provisions of Rule 903(c)(2) or (3) or Rule 904(c)(1), as the
case may be.

     You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Capitalized terms used in this
certificate and not otherwise defined in the Indenture have the meanings set
forth in Regulation S.

                              [Name of Transferor]

                              By:___________________________
                              Name:
                              Title:
Dated:

cc:   NTL Communications Corp.
      110 East 59th Street
      New York, New York  10022
      Attn:  Richard J. Lubasch, Esq.
             Executive Vice-President, General Counsel and Secretary





                                      C-2
<PAGE>   102

                                                                     EXHIBIT D

                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                          FROM REGULATION S GLOBAL NOTE
                            TO RULE 144A GLOBAL NOTE
           (Transfers pursuant to (section) 2.06(a)(iii), (iv) or (v))
                                of the Indenture)

The Chase Manhattan Bank, as Trustee
450 West 33rd Street
New York, New York  10001
Attn:  Institutional Trust Services

Re:    NTL Communications Corp. 12-3/8% Senior Notes Due 2008 (the "NOTES")

     Reference is hereby made to the Indenture, dated as of January 24, 2001
(the "INDENTURE"), between NTL Communications Corp., as Issuer, and The Chase
Manhattan Bank, as Trustee. Capitalized terms used but not defined herein shall
have the respective meanings given them in the Indenture.

     This letter relates to Euro[      ] aggregate principal amount of Notes
which are held in the form of the [Regulation S Global Note] [European Rule 144A
Global Note] [DTC Rule 144A Global Note] (CINS No. [       ] / ISIN
No. [       ] / CUSIP No.[      ]) with the Depositary in the name of [name
of transferor] (the "TRANSFEROR") to effect the transfer of the Notes in
exchange for an equivalent beneficial interest in the [European Rule 144A Global
Note] [DTC Rule 144A Global Note] (CINS No. [       ] / ISIN No. [       ] /
CUSIP No.[       ]).

     In connection with such request, and in respect of such Notes the
Transferor does hereby certify that such Notes are being transferred in
accordance with (i) the transfer restrictions set forth in the Notes and (ii)
Rule 144A under the U.S. Securities Act of 1933, as amended, to a transferee
that the Transferor reasonably believes is purchasing the Notes for its own
account or an account with respect to which the transferee exercises sole
investment discretion and the transferee and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A, in a transaction meeting
the requirements of Rule 144A and in accordance with applicable securities laws
of any state of the United States or any other jurisdiction.

                                     [Name of Transferor],

                                     By:___________________________
                                     Name:
                                     Title:
Dated:

cc:    NTL Communications Corp.
      110 East 59th Street
      New York, New York  10022
      Attn:  Richard J. Lubasch, Esq.


                                      D-1
<PAGE>   103



             Executive Vice-President, General Counsel and Secretary


                                      B-2
<PAGE>   104
                                                                    EXHIBIT E

                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                         FROM GLOBAL NOTE OR RESTRICTED
                             NOTE TO RESTRICTED NOTE
                  (Transfers pursuant to (section) 2.06(a)(vi)
                   or (section) 2.06(a)(vii) of the Indenture)


The Chase Manhattan Bank, as Trustee
450 West 33rd Street
New York, New York  10001
Attn:    Institutional Trust Services

Re:      NTL Communications Corp. 12-3/8% Senior Notes due 2008 (the "NOTES")

     Reference is hereby made to the Indenture, dated as of January 24, 2001
(the "INDENTURE"), between NTL Communications, Corp., as Issuer, and The Chase
Manhattan Bank, as Trustee. Capitalized terms used but not defined herein shall
have the respective meanings given them in the Indenture.

     This letter relates to Euro[     ] aggregate principal amount of Notes
which are held in the form of [the Regulation S Global Note] [the Rule 144A
Global Note] [a Restricted Note] (CINS No. [     ]/ISIN No. [     ]/CUSIP
No. [     ]) [with the Depositary] in the name of [name of transferor] (the
"TRANSFEROR") to effect the transfer of the Notes.

     In connection with such request, and in respect of such Notes, the
Transferor does hereby certify that such Notes are being transferred (i) in
accordance with the transfer restrictions set forth in the Notes and (ii) in
accordance with applicable securities laws of any state of the United States or
any other jurisdiction.

*Insert, if appropriate.

                                  [Name of Transferor],

                                   By:    ___________________________
                                   Name:
                                   Title:
Dated:

cc:   NTL Communications Corp.
      110 East 59th Street
      New York, New York  10022
      Attn:  Richard J. Lubasch, Esq.
             Executive Vice President, General Counsel and Secretary


                                      E-1
<PAGE>   105
                                                                      EXHIBIT F

               FORM OF ACCREDITED INVESTOR TRANSFEREE CERTIFICATE


The Chase Manhattan Bank, as Trustee
450 West 33rd Street
New York, New York  10001
Attn:    Institutional Trust Services

Re:      NTL Communications Corp. 12-3/8% Senior Notes due 2008 (the "NOTES")

     Reference is hereby made to the Indenture, dated as of January 24, 2001
(the "INDENTURE"), between NTL Communications Corp., as Issuer, and The Chase
Manhattan Bank, as Trustee. Capitalized terms used but not defined herein shall
have the respective meanings given them in the Indenture.

     This letter relates to Euro[ ] aggregate principal amount of Notes which
are held in the form of [the Regulation S Global Note] [the Rule 144A Global
Note] [a Restricted Note] (CINS No. [ ] / ISIN No. [ ]/CUSIP No.[ ]) [with the
Depositary] in the name of [name of transferor] (the "TRANSFEROR") to effect
the transfer of the Notes to the undersigned.

     In connection with such request, and in respect of such Notes we confirm
that:

     1. We understand that the Notes were originally offered in a transaction
not involving any public offering in the United States within the meaning of the
U.S. Securities Act of 1933, as amended (the "SECURITIES ACT"), that the Notes
have not been registered under the Securities Act and that (A) the Notes may be
offered, resold, pledged or otherwise transferred only (i) to a Person who the
seller reasonably believes is a "qualified institutional buyer" (as defined in
Rule 144A under the Securities Act) in a transaction meeting the requirements of
Rule 144A, in a transaction meeting the requirements of Rule 144 under the
Securities Act, to a Person who the seller reasonably believes is an
institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act), outside the United States in a
transaction meeting the requirements of Rule 903 or 904 of Regulation S under
the Securities Act or in accordance with another exemption from the registration
requirements of the Securities Act (and based upon an opinion of counsel if the
Company so requests), (ii) to the Company, (iii) pursuant to any other available
exemption from registration or (iv) pursuant to an effective registration
statement, and, in each case, in accordance with any applicable securities laws
of any state of the United States or any other applicable jurisdiction and (B)
the purchaser will, and each subsequent Holder is required to, notify any
subsequent purchaser from it of the resale restrictions set forth in (A) above.

     2. We are a corporation, partnership or other entity having such knowledge
and experience in financial and business matters as to be capable of evaluating
the merits and risks of an investment in the Notes, and we are (or any account
for which we are purchasing under paragraph 4 below is) an institutional
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, able to bear the economic risk of our proposed investment in the
Notes.

                                      F-1
<PAGE>   106

     3. We are acquiring the Notes for our own account (or for accounts as to
which we exercise sole investment discretion and have authority to make, and do
make, the statements contained in this letter) and not with a view to any
distribution of the Notes, subject, nevertheless, to the understanding that the
disposition of our property shall at all times be and remain within our control.

     4. We are, and each account (if any) for which we are purchasing Notes is,
purchasing Notes having an aggregate principal amount of not less than
Euro100,000 and, if such transfer is in respect of an aggregate principal amount
of Notes of less than Euro100,000, we are providing an opinion of counsel
acceptable to the Company that such transfer is in compliance with the
Securities Act.

     5. We understand that (a) the Notes will be delivered to us in registered
form only and that the certificate delivered to us in respect of the Notes will
bear a legend substantially to the following effect:

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933
(THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2)
IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) TO AN
INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

and (b) such certificates will be reissued without the foregoing legend only in
accordance with the terms of the Indenture.

     6. We agree that in the event that at some future time we wish to dispose
of any of the Notes, we will not do so unless:

            (a) the Notes are sold to the Company or any subsidiary thereof;

            (b) the Notes are sold to a qualified institutional buyer in
     compliance with Rule 144A under the Securities Act;

            (c) the Notes are sold outside the United States in compliance with
     Rule 903 or Rule 904 under the Securities Act;

            (d) the Notes are sold to an Institutional Accredited Investor in a
     transaction exempt from the registration requirements of the Securities
     Act,



                                      F-2
<PAGE>   107
            (e) the Notes are sold pursuant to an effective registration
     statement under the Securities Act; or

            (f) the Notes are sold pursuant to any other available exemption
     from registration, subject to the requirements of the legend set forth
     above.

                                            Very truly yours,

                                            [PURCHASER]


                                            By:___________________________
                                               Name:
                                               Title:

Dated:

cc:   NTL Communications Corp.
      110 East 59th Street
      New York, New York  10022
      Attn:  Richard J. Lubasch, Esq.
      Executive Vice-President, General Counsel and Secretary



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