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                                                                  Exhibit 4.2

                                                                  EXECUTION COPY












                  Euro200,000,000 12-3/8% SENIOR NOTES DUE 2008


                          REGISTRATION RIGHTS AGREEMENT

                           Dated as of 24 January 2001


                                  by and among

                            NTL COMMUNICATIONS CORP.

                                       and


                   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

                         THE ROYAL BANK OF SCOTLAND PLC





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This Registration Rights Agreement (this "AGREEMENT") is made and entered into
as of January 24, 2001 by and among NTL Communications Corp., a Delaware
corporation (the "COMPANY"), and 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 (each an "INITIAL PURCHASER" and collectively,
the "INITIAL PURCHASERS"). The Company proposes to issue and sell to the Initial
Purchasers (the "INITIAL PLACEMENT") <128>200,000,000 12-3/8% Senior Notes Due
2008 (the "NOTES"). As an inducement to the Initial Purchasers to enter into the
purchase agreement, dated as of January 17, 2001 (the "PURCHASE AGREEMENT"), and
in satisfaction of a condition to the Initial Purchasers' obligations
thereunder, the Company agrees with the Initial Purchasers, (i) for the benefit
of the Initial Purchasers and (ii) for the benefit of the holders from time to
time of the Notes whose names appear in the register maintained by the Registrar
in accordance with the provisions of the Indenture (as defined in Section 1
hereof) (including the Initial Purchasers), as follows:

1. DEFINITIONS

Capitalized terms used herein without definition shall have their respective
meanings set forth in the Purchase Agreement. As used in this Agreement, the
following capitalized defined terms shall have the following meanings:

"ACT" means the U.S. Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.

"AFFILIATE" of any specified person means any other person which, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such specified person. For purposes of this definition, control of a person
means the power, direct or indirect, to direct or cause the direction of the
management and policies of such person whether by contract or otherwise; and the
terms "CONTROLLING" and "CONTROLLED" have meanings correlative to the foregoing.

"CLEARSTREAM" means Clearstream Banking, Luxembourg, societe anonyme.

"CLOSING DATE" has the meaning set forth in the Purchase Agreement.

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

"CONSUMMATE" means the occurrence of (i) the filing and effectiveness under the
Act of the Exchange Offer Registration Statement relating to the Exchange Notes
to be issued in the Registered Exchange Offer, (ii) the maintenance of such
Registration Statement continuously effective and the keeping of the Registered
Exchange Offer open for a period not less than the minimum period required
pursuant to Section 3(c)(ii) hereof, and (iii) the delivery by the Company to
the Registrar under the Indenture or the Exchange Notes Indenture, as the case
may be, of Exchange Notes in the same aggregate principal amount as the
aggregate principal amount of Notes that were tendered by Holders thereof and
accepted for exchange pursuant to the Registered Exchange Offer.

"DTC" means The Depository Trust Company.

"EUROCLEAR" means the Euroclear System.


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"EXCHANGE ACT" means the U.S. Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Commission promulgated thereunder.

"EXCHANGE NOTES INDENTURE" means an indenture between the Company and the
Exchange Notes Trustee, identical in all material respects to the Indenture
(except that paragraph 2 of, and the transfer restrictions on, the Notes will be
eliminated).

"EXCHANGE NOTES" means debt securities of the Company identical in all material
respects to the Notes (except that paragraph 2 of, and the transfer restrictions
on, the Notes will be eliminated) to be issued under the Indenture or the
Exchange Notes Indenture.

"EXCHANGE NOTES TRUSTEE" means a bank or trust company reasonably satisfactory
to the Initial Purchasers, as trustee with respect to the Exchange Notes under
the Exchange Notes Indenture.

"EXCHANGE OFFER REGISTRATION PERIOD" means a period expiring upon the earliest
to occur of (i) the one year period following the Consummation of the Registered
Exchange Offer, (ii) the date on which, in the opinion of counsel to the
Company, all of the Transfer Restricted Securities then held by the Holders may
be sold by such Holders in the public U.S. securities markets in the absence of
a registration statement covering such sales and (iii) the date on which there
ceases to be outstanding any Transfer Restricted Securities.

"EXCHANGE OFFER REGISTRATION STATEMENT" means a registration statement of the
Company on an appropriate form under the Act with respect to the Registered
Exchange Offer, all amendments and supplements to such registration statement,
including post-effective amendments, and in each case, including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.

"EXCHANGING DEALER" means any Holder (which may include the Initial Purchasers)
that is a broker-dealer, electing to exchange Transfer Restricted Securities,
acquired for its own account as a result of market-making activities or other
trading activities, for Exchange Notes.

"HOLDER" has the meaning set forth in Section 2 hereof.

"INDENTURE" means the indenture, dated as of January 24, 2001, between the
Company and the Trustee, relating to the Notes, as the same may be amended from
time to time in accordance with the terms thereof.

"INITIAL PLACEMENT" has the meaning set forth in the preamble hereto.

"LOSSES" has the meaning set forth in Section 8(d) hereof.

"MAJORITY HOLDERS" means the Holders of a majority of the aggregate principal
amount at maturity of securities registered under a Registration Statement.

"MANAGING UNDERWRITERS" means the investment banker or investment bankers and
manager or managers that shall administer an underwritten offering.

"NOTES" has the meaning set forth in the preamble hereto.



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"PROSPECTUS" means the prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A under the Act), as amended or supplemented
by any prospectus supplement, with respect to the terms of the offering of any
portion of Transfer Restricted Securities or the Exchange Notes, covered by such
Registration Statement, and all amendments and supplements to the Prospectus,
including post-effective amendments.

"REGISTERED EXCHANGE OFFER" means the proposed offer to the Holders to issue and
deliver to such Holders, in exchange for Notes, a like principal amount at
maturity of the Exchange Notes.

"REGISTRATION STATEMENT" means any Exchange Offer Registration Statement or any
Shelf Registration Statement, which is filed pursuant to the provisions hereof,
and in each case, including the Prospectus contained therein, all amendments and
supplements thereto, including post-effective amendments, and all exhibits
thereto and all material incorporated by reference therein.

"SHELF REGISTRATION" means a registration effected pursuant to Section 4 hereof.

"SHELF REGISTRATION PERIOD" has the meaning set forth in Section 4(b) hereof.

"SHELF REGISTRATION STATEMENT" means a "shelf" registration statement of the
Company pursuant to the provisions of Section 4 hereof that covers some or all
of the Transfer Restricted Securities as applicable, on an appropriate form
under Rule 415 under the Act, or any similar rule that may be adopted by the
Commission, amendments and supplements to such registration statement, including
post-effective amendments, and in each case, including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

"SUPPLEMENT DELAY PERIOD" means any period commencing on the date of receipt by
a Holder of Transfer Restricted Securities or Exchange Notes of any notice from
the Company of the existence of any fact or event of the kind described in
Section 5(b)(2) hereof and ending on the date of receipt by such Holder of an
amended or supplemented Registration Statement or Prospectus, as contemplated by
Section 5(j) hereof, or the receipt by such Holder of written notice from the
Company (the "ADVICE") that the use of the Prospectus may be resumed, and the
receipt of copies of any additional or supplemental filings that are
incorporated by reference in the Prospectus.

"TRANSFER RESTRICTED SECURITIES" means each Note until (i) the date on which
such Note has been exchanged by a person other than a broker-dealer for an
Exchange Note in the Registered Exchange Offer, (ii) following the exchange by
an Exchanging Dealer in the Registered Exchange Offer of a Note for an Exchange
Note, the date on which such Exchange Note is sold to a purchaser who receives
from such broker-dealer on or prior to the date of such sale a copy of the
prospectus contained in the Exchange Offer Registration Statement, (iii) the
date on which such Note has been effectively registered under the Act and
disposed of in accordance with the Shelf Registration Statement (iv) the date on
which such Note is distributed to the public pursuant to Rule 144 under the Act
(or any similar provision then in


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effect) or is saleable pursuant to Rule 144(k) under the Act or (v) the date
upon which such Note ceases to be outstanding.

"TRUSTEE" means the trustee with respect to the Notes under the Indenture.

"UNDERWRITER" means any underwriter of Notes in connection with an offering
thereof under a Shelf Registration Statement.

2. HOLDERS

A person is deemed to be a holder of Transfer Restricted Securities (each, a
"HOLDER") whenever such person becomes the registered holder of such Notes under
the Indenture and includes broker-dealers that hold Transfer Restricted
Securities (i) as a result of market making activities and other trading
activities and (ii) which were acquired directly from the Company or an
Affiliate.

3. REGISTERED EXCHANGE OFFER

(a)  The Company shall prepare and, on or prior to 120 days following the
     Closing Date, shall file with the Commission the Exchange Offer
     Registration Statement with respect to the Registered Exchange Offer. The
     Company shall use its best efforts to cause the Exchange Offer Registration
     Statement to become effective under the Act on or prior to 180 days after
     the Closing Date. The Company shall use its best efforts to Consummate the
     Registered Exchange Offer on or prior to 220 days after the Closing Date.

(b)  Upon the effectiveness of the Exchange Offer Registration Statement, the
     Company shall promptly commence the Registered Exchange Offer, it being the
     objective of such Registered Exchange Offer to enable each Holder electing
     to exchange Transfer Restricted Securities for Exchange Notes (assuming
     that such Holder is not an Affiliate of the Company within the meaning of
     the Act, acquires the Exchange Notes in the ordinary course of such
     Holder's business and has no arrangements with any person to participate in
     the distribution of the Exchange Notes) to trade such Exchange Notes from
     and after their receipt without any limitations or restrictions under the
     Act and without material restrictions under the securities laws of a
     substantial proportion of the several states of the United States.

(c)  In connection with the Registered Exchange Offer, the Company shall:

     (i)  mail to each Holder a copy of the Prospectus forming part of the
          Exchange Offer Registration Statement, together with an appropriate
          letter of transmittal and related documents;

     (ii) keep the Registered Exchange Offer open for not less than 30 days and
          not more than 45 days after the date notice thereof is mailed to the
          Holders (or longer if required by applicable law);

     (iii) utilize the services of one or more depositaries or exchange agents
          (which, in either case, may be the Trustee) for the Registered
          Exchange Offer with an address (A) in the Borough of Manhattan, The
          City of New York and (B) if the


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          Notes are then listed on the Luxembourg Stock Exchange and the rules
          of the Luxembourg Stock Exchange so require, Luxembourg; and

     (iv) comply in all material respects with all applicable laws.

(d)  As soon as practicable after the close of the Registered Exchange Offer,
     the Company shall:

     (i)  accept for exchange all Transfer Restricted Securities tendered and
          not validly withdrawn pursuant to the Registered Exchange Offer;

     (ii) deliver to the Trustee for cancellation all Transfer Restricted
          Securities so accepted for exchange; and

     (iii) cause the Trustee or the Exchange Notes Trustee, as the case may be,
          promptly to authenticate and deliver to each Holder of Transfer
          Restricted Securities, Exchange Notes of a like principal amount at
          maturity to the Transfer Restricted Securities of such Holder so
          accepted for exchange.

(e)  The Initial Purchasers and the Company acknowledge that, pursuant to
     interpretations by the Commission's staff of Section 5 of the Act, and in
     the absence of an applicable exemption therefrom, each Exchanging Dealer is
     required to deliver a Prospectus in connection with a sale of any Exchange
     Notes received by such Exchanging Dealer pursuant to the Registered
     Exchange Offer in exchange for Transfer Restricted Securities acquired for
     its own account as a result of market-making activities or other trading
     activities. Accordingly, the Company shall, subject to comment by the
     Commission staff:

     (i)  include the information set forth in (A) Annex A hereto on the cover
          of the Exchange Offer Registration Statement, (B) Annex B hereto in
          the forepart of the Exchange Offer Registration Statement in a section
          setting forth details of the Registered Exchange Offer, (C) Annex C
          hereto in the "Plan of Distribution" section of the Prospectus
          contained in the Exchange Offer Registration Statement and (D) Annex D
          hereto in the Letter of Transmittal delivered pursuant to the
          Registered Exchange Offer; and

     (ii) use its best efforts to keep the Exchange Offer Registration Statement
          continuously effective (subject to the existence of a Supplement Delay
          Period) under the Act during the Exchange Offer Registration Period
          for delivery by Exchanging Dealers in connection with sales of
          Exchange Notes received pursuant to the Registered Exchange Offer, as
          contemplated by Section 5(g) below.

(f)  In the event that any Initial Purchaser determines that it is not eligible
     to participate in the Registered Exchange Offer with respect to the
     exchange of Transfer Restricted Securities constituting any portion of an
     unsold allotment of Notes, at the written request of such Initial
     Purchaser, the Company shall issue and deliver to such Initial Purchaser or
     the party purchasing Transfer Restricted Securities registered under a
     Shelf Registration Statement as contemplated by Section 4 hereof from such
     Initial


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<PAGE>   7

     Purchaser, in exchange for such Transfer Restricted Securities, a like
     principal amount at maturity of Exchange Notes. Exchange Notes issued in
     exchange for Transfer Restricted Securities constituting any portion of an
     unsold allotment of Notes that are not registered under a Shelf
     Registration Statement as contemplated by Section 4 hereof shall bear a
     legend as to restrictions on transfer. The Company shall seek to cause the
     CUSIP Service Bureau to issue the same CUSIP/ISIN/Common Code number for
     such Exchange Notes as for Exchange Notes issued pursuant to the Registered
     Exchange Offer.

4. SHELF REGISTRATION

If, (i) the Company is not required to file the Exchange Offer Registration
Statement nor permitted to Consummate the Registered Exchange Offer because the
Registered Exchange Offer is not permitted by applicable law or Commission
policy or (ii) any Holder of Transfer Restricted Securities notifies the Company
in writing within 10 business days of the filing and effectiveness under the Act
of the Exchange Offer Registration Statement that (A) it is prohibited by law or
Commission policy from participating in the Registered Exchange Offer, (B) it
may not resell the Exchange Notes acquired by it in the Registered Exchange
Offer to the public without delivering a prospectus, and the prospectus
contained in the Exchange Offer Registration Statement is not appropriate or
available for such resales or (C) it is a broker-dealer and owns Notes acquired
directly from the Company or an Affiliate (it being understood that, for
purposes of this Section 4, (x) the requirement that an Initial Purchaser
deliver a Prospectus containing the information required by Items 507 and/or 508
of Regulation S-K under the Act in connection with sales of Exchange Notes
acquired in exchange for such Notes shall result in such Exchange Notes being
not "freely tradeable" but (y) the requirement that an Exchanging Dealer deliver
a Prospectus in connection with sales of Exchange Notes acquired in the
Registered Exchange Offer in exchange for Notes acquired as a result of
market-making activities or other trading activities shall not result in such
Exchange Notes being not "freely tradeable"), the following provisions shall
apply:

(a)  The Company shall as promptly as practicable, file with the Commission and
     thereafter shall use its best efforts to cause to be declared effective
     under the Act on or prior to 220 days after the date of original issuance
     of the Notes, a Shelf Registration Statement relating to the offer and sale
     of the Transfer Restricted Securities by the Holders from time to time in
     accordance with the methods of distribution elected by such Holders and set
     forth in such Shelf Registration Statement; provided, however, that with
     respect to Exchange Notes received by an Initial Purchaser in exchange for
     Transfer Restricted Securities constituting any portion of an unsold
     allotment of Notes, the Company may, if permitted by current
     interpretations by the Commission's staff, file a post-effective amendment
     to the Exchange Offer Registration Statement containing the information
     required by Regulation S-K Items 507 and/or 508, as applicable, in
     satisfaction of its obligations under this paragraph (a) with respect
     thereto, and any such Exchange Offer Registration Statement, as so amended,
     shall be referred to herein as, and governed by the provisions herein
     applicable to, a Shelf Registration Statement.

(b)  The Company shall use its best efforts to keep the Shelf Registration
     Statement continuously effective in order to permit the Prospectus forming
     part thereof to be usable by Holders for a period of two years from the
     date the Shelf Registration



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     statement is declared effective by the Commission (or until one year after
     such effective date if such Shelf Registration Statement is filed at the
     request of an Initial Purchaser) or such shorter period that will terminate
     when (i) all the Transfer Restricted Securities covered by the Shelf
     Registration Statement have been sold pursuant to the Shelf Registration
     Statement, (ii) the date on which, in the opinion of counsel to the
     Company, all of the Transfer Restricted Securities then held by the Holders
     may be sold by such Holders in the public United States securities markets
     in the absence of a registration statement covering such sales or (iii) the
     date on which there ceases to be outstanding any Transfer Restricted
     Securities (in any such case, such period being called the "SHELF
     REGISTRATION Period"). The Company shall be deemed not to have used its
     best efforts to keep the Shelf Registration Statement effective during the
     requisite period if it voluntarily takes any action that would result in
     Holders of Transfer Restricted Securities covered thereby not being able to
     offer and sell such securities during that period, unless (i) such action
     is required by applicable law, (ii) such action is taken by the Company in
     good faith and for valid business reasons (not including avoidance of the
     Company's obligations hereunder), including the acquisition or divestiture
     of assets, so long as the Company promptly thereafter complies with the
     requirements of Section 5(j) hereof, if applicable or (iii) such action is
     taken because of any fact or circumstance giving rise to a Supplement Delay
     Period.

5. REGISTRATION PROCEDURES

In connection with any Shelf Registration Statement and, to the extent
applicable, any Exchange Offer Registration Statement, the following provisions
shall apply:

(a)  The Company shall ensure that (i) any Registration Statement and any
     amendment thereto and any Prospectus forming part thereof and any amendment
     or supplement thereto complies in all material respects with the Act and
     the rules and regulations thereunder, (ii) any Registration Statement and
     any amendment thereto does not, when it becomes effective, contain an
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading and (iii) any Prospectus forming part of any Registration
     Statement, and any amendment or supplement to such Prospectus, does not
     include an untrue statement of a material fact or omit to state a material
     fact necessary in order to make the statements, in the light of the
     circumstances under which they were made, not misleading.

(b)  (1)  The Company shall advise the Initial Purchasers and, in the case of a
          Shelf Registration Statement, the Holders of Transfer Restricted
          Securities covered thereby, and, if requested by the Initial
          Purchasers or any such Holder, confirm such advice in writing when a
          Registration Statement and any amendment thereto has been filed with
          the Commission and when the Registration Statement or any
          post-effective amendment thereto has become effective.

     (2)  The Company shall advise the Initial Purchasers and, in the case of a
          Shelf Registration Statement, the Holders of Transfer Restricted
          Securities covered thereby, and, in the case of an Exchange Offer
          Registration Statement, any Exchanging Dealer which has provided in
          writing to the Company a telephone


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          or facsimile number and address for notices, and, if requested by the
          Initial Purchasers or any such Holder or Exchanging Dealer, confirm
          such advice in writing:

          (i)  of any request by the Commission for amendments or supplements to
               the Registration Statement or the Prospectus included therein or
               for additional information;

          (ii) of the initiation by the Commission of proceedings relating to a
               stop order suspending the effectiveness of the Registration
               Statement;

          (iii) of the issuance by the Commission of any stop order suspending
               the effectiveness of the Registration Statement;

          (iv) of the receipt by the Company of any notification with respect to
               the suspension of the qualification of the securities included
               therein for sale in any jurisdiction or the initiation or
               threatening of any proceeding for such purpose; and

          (v)  of the existence of any fact and the happening of any event
               (including, without limitation, pending negotiations relating to,
               or the consummation of, a transaction or the occurrence of any
               event which would require additional disclosure of material
               non-public information by the Company in the Shelf Registration
               Statement as to which the Company has a bona fide business
               purpose for preserving confidential or which renders the Company
               unable to comply with Commission requirements) that, in the
               opinion of the Company, makes untrue any statement of a material
               fact made in its Shelf Registration Statement, the Prospectus or
               any amendment or supplement thereto or any document incorporated
               by reference therein or requires the making of any changes in the
               Registration Statement or the Prospectus so that, as of such
               date, the statements therein are not misleading and do not omit
               to state a material fact required to be stated therein or
               necessary to make the statements therein (in the case of the
               Prospectus, in light of the circumstances under which they were
               made) not misleading.

          Such advice may be accompanied by an instruction to suspend the use of
          the Prospectus until the requisite changes have been made.

(c)  The Company shall use its best efforts to obtain the withdrawal of any
     order suspending the effectiveness of any Registration Statement at the
     earliest possible time.

(d)  The Company shall use its best efforts to furnish to each selling Holder
     included within the coverage of any Shelf Registration Statement who so
     requests in writing and who has provided to the Company an address for
     notices, without charge, at least one conformed copy of such Shelf
     Registration Statement and any post-effective amendment thereto, including
     financial statements and, if the Holder so requests in writing, all
     exhibits and schedules (including those incorporated by reference).



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(e)  The Company shall, during the Shelf Registration Period, deliver to each
     Holder of Transfer Restricted Securities covered by any Shelf Registration
     Statement and who has provided to the Company an address for notices,
     without charge, as many copies of the Prospectus (including each
     preliminary Prospectus) contained in such Shelf Registration Statement and
     any amendment or supplement thereto as such Holder may reasonably request;
     subject to any notice by the Company in accordance with Section 6(b)
     hereof, the Company consents to the use of the Prospectus or any amendment
     or supplement thereto by each of the selling Holders for the purposes of
     offering and resale of the Transfer Restricted Securities covered by the
     Prospectus in accordance with the applicable regulations promulgated under
     the Act.

(f)  The Company shall furnish to each Exchanging Dealer, which so requests in
     writing, without charge, at least one copy of the Exchange Offer
     Registration Statement and any post-effective amendment thereto, including
     financial statements, and, if the Exchanging Dealer so requests in writing,
     any documents incorporated by reference therein and all exhibits and
     schedules (including those incorporated by reference).

(g)  The Company shall, during the Exchange Offer Registration Period, promptly
     deliver to each Exchanging Dealer, without charge, as many copies of the
     Prospectus included in such Exchange Offer Registration Statement and any
     amendment or supplement thereto as such Exchanging Dealer may reasonably
     request for delivery by such Exchanging Dealer in connection with a sale of
     Exchange Notes received by it pursuant to the Registered Exchange Offer;
     the Company consents to the use of the Prospectus or any amendment or
     supplement thereto by any such Exchanging Dealer for the purposes
     contemplated by the Act or the applicable regulations promulgated under the
     Act.

(h)  Prior to the Registered Exchange Offer or any offering of Transfer
     Restricted Securities pursuant to any Registration Statement, the Company
     shall register or qualify or cooperate with the Holders of Transfer
     Restricted Securities named therein and their respective counsel in
     connection with the registration or qualification of such Transfer
     Restricted Securities for offer and sale under the securities or blue sky
     laws of such jurisdictions of the United States as any such Holders
     reasonably request in writing not later than the date that is five business
     days prior to the date upon which this Agreement specifies that the
     Registration Statement shall become effective; provided, however, that the
     Company will not be required to qualify generally to do business in any
     jurisdiction where it is not then so qualified or to take any action which
     would subject it to general service of process or to taxation in any such
     jurisdiction where it is not then so subject.

(i)  The Company shall endeavor to cooperate with the Holders of Transfer
     Restricted Securities to facilitate the timely preparation and delivery of
     certificates representing Transfer Restricted Securities to be sold
     pursuant to any Registration Statement free of any restrictive legends and
     in such denominations and registered in such names as Holders may request
     in writing at least two business days prior to sales of securities pursuant
     to such Registration Statement.

(j)  Upon the occurrence of any event contemplated by paragraph (b)(2)(v)
     hereof, the Company shall promptly prepare a post-effective amendment to
     any Registration




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<PAGE>   11

     Statement or an amendment or supplement to the related Prospectus or file
     any other required document so that as thereafter delivered to purchasers
     of the Transfer Restricted Securities covered thereby, the Prospectus will
     not include an untrue statement of a material fact or omit to state any
     material fact necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading; provided that in
     the event of a material business transaction (including, without
     limitation, pending negotiations relating to such a transaction) which
     would, in the opinion of counsel to the Company, require disclosure by the
     Company in the Shelf Registration Statement of material non-public
     information for which the Company has a bona fide business purpose for not
     disclosing, then for so long as such circumstances exist, the Company shall
     not be required to prepare and file a supplement or post-effective
     amendment hereunder.

(k)  Not later than the effective date of any such Registration Statement
     hereunder, the Company shall cause to be provided a CUSIP/ISIN number for
     the Notes or Exchange Notes, as the case may be, registered under such
     Registration Statement, and provide the applicable trustee with printed
     certificates for such Notes or Exchange Notes, in a form eligible for
     deposit with DTC, Euroclear or Clearstream, as the case may be.

(l)  The Company shall use its best efforts to comply with all applicable rules
     and regulations of the Commission and shall make generally available to its
     security holders in a regular filing on Form 10-Q or 10-K an earnings
     statement satisfying the provisions of Rule 158 (which need not be audited)
     for the twelve-month period commencing after effectiveness of the Shelf
     Registration Statement.

(m)  The Company shall cause the Indenture or the Exchange Notes Indenture, as
     the case may be, to be qualified under the Trust Indenture Act in a timely
     manner.

(n)  The Company may require each Holder of Transfer Restricted Securities,
     which are to be sold pursuant to any Shelf Registration Statement, to
     furnish to the Company within 20 business days after written request for
     such information has been made by the Company, such information regarding
     the Holder and the distribution of such securities as the Company may from
     time to time reasonably require for inclusion in such Registration
     Statement and such other information as may be necessary or advisable in
     the reasonable opinion of the Company and its counsel, in connection with
     such Shelf Registration Statement. No Holder of Transfer Restricted
     Securities shall be entitled to use the Prospectus unless and until such
     Holder shall have furnished the information required by this Section 5(n)
     and all such information required to be disclosed in order to make the
     information previously furnished to the Company by such Holder not
     materially misleading.

(o)  The Company shall, if requested, promptly incorporate in a Prospectus
     supplement or post-effective amendment to a Shelf Registration Statement,
     such information as the Managing Underwriters and Majority Holders
     reasonably agree should be included therein and shall make all required
     filings of such Prospectus supplement or post-effective amendment as soon
     as notified of the matters to be incorporated in such Prospectus supplement
     or post-effective amendment; provided, however, that the Company shall not
     be required to take any action pursuant to this Section 5(o) that would, in
     the opinion of counsel for the Company, violate applicable law or to
     include



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<PAGE>   12

     information the disclosure of which at the time would have an adverse
     effect on the business or operations of the Company and/or its
     subsidiaries, as determined in good faith by the Company.

(p)  In the case of any Shelf Registration Statement, the Company shall enter
     into such agreements (including underwriting agreements) and take all other
     reasonably appropriate actions in order to expedite or facilitate the
     registration or the disposition of the Transfer Restricted Securities, and
     in connection therewith, if an underwriting agreement is entered into,
     cause the same to contain indemnification provisions and procedures no less
     favorable than those set forth in Section 8 (or such other provisions and
     procedures acceptable to the Majority Holders and the Managing
     Underwriters, if any), with respect to all parties to be indemnified
     pursuant to Section 8 from Holders of Notes to the Company.

(q)  In the case of any Shelf Registration Statement, the Company shall:

     (i)   make reasonably available for inspection by representatives of the
           Holders of Transfer Restricted Securities to be registered
           thereunder, the Managing Underwriter participating in any disposition
           pursuant to such Registration Statement, and any attorney, accountant
           or other agent retained by the Holders or any such Managing
           Underwriter, at the office where normally kept during normal business
           hours, all financial and other records, pertinent corporate documents
           and properties of the Company and its subsidiaries, and cause the
           Company's officers, directors and employees to supply all relevant
           information reasonably requested by the Holders or any Managing
           Underwriter, attorney, accountant or other agent in connection with
           any such Registration Statement as is customary for similar due
           diligence examinations; provided, however, that the foregoing
           inspection and information gathering shall be coordinated by the
           Managing Underwriters, if any, or by one counsel designated by the
           Holders and that such persons shall first agree in writing with the
           Company that any information that is designated in writing by the
           Company, in good faith, as confidential at the time of delivery of
           such information shall be kept confidential by such person, unless
           such disclosure is made in connection with a court proceeding or
           required by law, or such information becomes available to the public
           generally or through a third party without an accompanying obligation
           of confidentiality;

     (ii)  make such representations and warranties to the Holders of Transfer
           Restricted Securities registered thereunder and the underwriters, if
           any, in form, substance and scope as are customarily made by issuers
           to underwriters in underwritten offerings and covering matters
           including, but not limited to, those set forth in the Purchase
           Agreement;

     (iii) obtain opinions of counsel to the Company and updates thereof (which
           counsel and opinions (in form, scope and substance) shall be
           reasonably satisfactory to the Managing Underwriters, if any),
           addressed to each selling Holder and the underwriters, if any,
           covering such matters as are customarily covered in opinions
           requested in underwritten offerings and such other matters as may be
           reasonably requested by such Holders and underwriters;


                                       -11-


<PAGE>   13

     (iv) obtain "cold comfort" letters (or, in the case of any person that does
          not satisfy the conditions for receipt of a "cold comfort" letter
          specified in Statement on Auditing Standards No. 72, an "agreed-upon
          procedures letter") and updates thereof from the independent certified
          public accountants of the Company (and, if necessary, any other
          independent certified public accountants of any subsidiary of the
          Company or of any business acquired by the Company for which financial
          statements and financial data are, or are required to be, included in
          the Registration Statement), addressed where reasonably practicable to
          each selling Holder of Transfer Restricted Securities registered
          thereunder and the underwriters, if any, in customary form and
          covering matters of the type customarily covered in "cold comfort"
          letters in connection with primary underwritten offerings; and

     (v)  deliver such documents and certificates as may be reasonably requested
          by the Majority Holders and the Managing Underwriters, if any,
          including those to evidence compliance with Section 5(j) and with any
          customary conditions contained in the underwriting agreement or other
          agreement entered into by the Company.

     The foregoing actions set forth in clauses (ii), (iii), (iv) and (v) of
     this Section 5(q) shall, if reasonably requested by the Majority Holder or
     the Majority Underwriters, be performed at (A) the effectiveness of such
     Registration Statement and each post-effective amendment thereto and (B)
     each closing under any underwriting or similar agreement, as to the extent
     required thereunder.

(r)  The Company may offer securities of the Company other than the Notes or the
     Exchange Notes under the Shelf Registration Statement, except where such
     offer would conflict with the terms of the Purchase Agreement.

6. HOLDERS' AGREEMENTS

Each Holder of Transfer Restricted Securities and Exchange Notes, by the
acquisition of such Transfer Restricted Securities or Exchange Notes, as the
case may be, agrees:

(a)  To furnish the information required to be furnished pursuant to Section
     5(n) hereof within the time period set forth therein.

(b)  That upon receipt of a notice of the commencement of a Supplement Delay
     Period, it will keep the fact of such notice confidential, forthwith
     discontinue disposition of its Transfer Restricted Securities or Exchange
     Notes, as the case may be, pursuant to the Registration Statement, and will
     not deliver any Prospectus forming a part thereof until receipt of the
     amended or supplemented Registration Statement or Prospectus, as
     applicable, as contemplated by Section 5(j) hereof, or until receipt of the
     Advice. If a Supplement Delay Period should occur, the Exchange Offer
     Registration Period or the Shelf Registration Period, as applicable, shall
     be extended by the number of days of which the Supplement Delay Period is
     comprised; provided that the Shelf Registration Period shall not be
     extended if the Company has received an opinion of counsel (which counsel,
     if different from counsel to the Company referred to in Section 6(a) and
     (b) of the Purchase Agreement, shall be reasonably satisfactory to the
     Majority




                                      -12-
<PAGE>   14

     Holders of the Transfer Restricted Securities named in the Shelf
     Registration Period) to the effect that the Transfer Restricted Securities
     can be freely tradeable without the continued effectiveness of the Shelf
     Registration Statement.

(c)  If so directed by the Company in a notice of the commencement of a
     Supplement Delay Period, each Holder of Transfer Restricted Securities or
     Exchange Notes, as the case may be, will deliver to the Company (at the
     Company's expense) all copies, other than permanent file copies then in
     such Holder's possession, of the Prospectus covering the Transfer
     Restricted Securities or Exchange Notes, as the case may be.

(d)  Sales of such Transfer Restricted Securities pursuant to a Registration
     Statement shall only be made in the manner set forth in such currently
     effective Registration Statement.

7. REGISTRATION EXPENSES

The Company shall bear all expenses incurred in connection with the performance
of its obligations under Sections 3, 4 and 5 hereof and, in the event of any
Shelf Registration Statement, will reimburse the Holders for the reasonable fees
and disbursements of one firm or counsel designated by the Majority Holders to
act as counsel for the Holders in connection therewith, and, in the case of any
Exchange Offer Registration Statement, will reimburse the Initial Purchasers for
the reasonable fees and disbursements of counsel acting in connection therewith.
Notwithstanding the foregoing or anything in this Agreement to the contrary,
each Holder shall pay all underwriting discounts and commission of any
underwriters with respect to any Transfer Restricted Securities sold by it.

8. INDEMNIFICATION AND CONTRIBUTION

(a)  In connection with Registration Statement, the Company agrees to indemnify
     and hold harmless each Holder of Transfer Restricted Securities covered
     thereby (including each Initial Purchaser and, with respect to any
     Prospectus delivery as contemplated in Section 5(g) hereof, each Exchanging
     Dealer), the directors, officers, employees, partners, representatives and
     agents of each such Holder and each person who controls any such Holder
     within the meaning of either Section 15 of the Act or Section 20 of the
     Exchange Act against any and all losses, claims, damages or liabilities,
     joint or several, to which they or any of them may become subject under the
     Act, the Exchange Act or other Federal or state statutory law or
     regulation, at common law or otherwise, insofar as such losses, claims,
     damages or liabilities (or actions in respect thereof) arise out of, or are
     based upon, any untrue statement or alleged untrue statement of a material
     fact contained in the Registration Statement as originally filed or in any
     amendment thereof, or in any preliminary Prospectus or Prospectus, or in
     any amendment thereof or supplement thereto, or arise out of, or are based
     upon, the omission or alleged omission to state therein a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading, and to reimburse each such indemnified party, as incurred,
     for any legal or other expenses reasonably incurred by them in connection
     with investigating or defending any such loss, claim, damage, liability or
     action; provided, however, that (i) the Company will not be liable in any
     case to the extent that any such loss, claim, damage or liability arises
     out of, or is based upon, any such untrue statement or alleged untrue
     statement



                                      -13-
<PAGE>   15

     or omission or alleged omission made therein in reliance upon and in
     conformity with written information furnished to the Company by or on
     behalf of any such Holder or by the Managing Underwriters specifically for
     inclusion therein and (ii) the Company will not be liable to any
     indemnified party under this indemnity agreement with respect to the
     Registration Statement or Prospectus to the extent that any such loss,
     claim, damage or liability of such indemnified party results solely from an
     untrue statement of a material fact contained in, or the omission of a
     material fact from, the Registration Statement or Prospectus, which untrue
     statement or omission was corrected in an amended or supplemented
     Registration Statement or Prospectus, if the person alleging such loss,
     claim, damage or liability was not sent or given, at or prior to the
     written confirmation of such sale, a copy of the amended or supplemented
     Registration Statement or Prospectus if the Company had previously
     furnished copies thereof to such indemnified party and if delivery of a
     prospectus is required by the Act and was not so made. This indemnity
     agreement will be in addition to any liability which the Company may
     otherwise have.

     The Company also agrees to indemnify or contribute to Losses of, as
     provided in Section 8(d), any underwriters of Notes registered under a
     Shelf Registration Statement, their officers and directors and each person
     who controls such underwriters on substantially the same basis as that of
     the indemnification of the Initial Purchasers and the selling Holders
     provided in this Section 8(a) and shall, if requested by any Holder, enter
     into an underwriting agreement reflecting such agreement, as provided in
     Section 5(p) hereof.

(b)  Each Holder of Transfer Restricted Securities or Exchange Notes covered by
     a Registration Statement (including each Initial Purchaser and, with
     respect to any Prospectus delivery as contemplated in Section 5(g) hereof,
     each Exchanging Dealer) severally agrees to indemnify and hold harmless (i)
     the Company, (ii) each of its directors, (iii) each of its officers who
     signs such Registration Statement and (iv) each person who controls the
     Company within the meaning of either the Act or the Exchange Act to the
     same extent as the foregoing indemnity from the Company to each such
     Holder, but only with reference to written information relating to such
     Holder furnished to the Company by or on behalf of such Holder specifically
     for inclusion in the documents referred to in the foregoing indemnity. This
     indemnity agreement will be in addition to any liability which any such
     Holder may otherwise have. In no event shall any Holder, its directors,
     officers or any person who controls such Holder be liable or responsible
     for any amount in excess of the amount by which the total amount received
     by such Holder with respect to its sale of Transfer Restricted Securities
     pursuant to a Registration Statement exceeds (i) the amount paid by such
     Holder for such Transfer Restricted Securities and (ii) the amount of any
     damages that such Holder, its directors, officers or any person who
     controls such Holder has otherwise been required to pay by reason of such
     untrue or alleged untrue statement or omission or alleged omission.

(c)  Promptly after receipt by an indemnified party under this Section 8 or
     notice of the commencement of any action, the indemnified party will, if a
     claim in respect thereof is to be made against the indemnifying party under
     this Section 8, notify the indemnifying party in writing of the
     commencement thereof; but the failure to so


                                      -14-
<PAGE>   16

     notify the indemnifying party (i) will not relieve it from liability under
     paragraph (a) or (b) above unless and to the extent it did not otherwise
     learn of such action and such failure results in the forfeiture by the
     indemnifying party of substantial rights and defenses and (ii) will not, in
     any event, relieve the indemnifying party from any obligations to any
     indemnified party other than the indemnification obligation provided in
     paragraph (a) or (b) above. The indemnifying party shall be entitled to
     appoint counsel of the indemnifying party's choice at the indemnifying
     party's expense to represent the indemnified party in any action for which
     indemnification is sought (in which case the indemnifying party shall not
     thereafter be responsible for the fees and expenses of any separate counsel
     retained by the indemnified party or parties except as set forth below);
     provided, however, that such counsel shall be reasonably satisfactory to
     the indemnified party. Notwithstanding the indemnifying party's election to
     appoint counsel to represent the indemnified party in an action, the
     indemnified party shall have the right to employ separate counsel
     (including local counsel), and the indemnifying party shall bear the
     reasonable fees, costs and expenses of such separate counsel (and local
     counsel) if (i) the use of counsel chosen by the indemnifying party to
     represent the indemnified party would present such counsel with a conflict
     of interest, (ii) the actual or potential defendants in, or targets of, any
     such action include both the indemnified party and the indemnifying party,
     and the indemnified party reasonably concluded that there may be legal
     defenses available to it and/or other indemnified parties that are
     different from or additional to those available to the indemnifying party,
     (iii) the indemnifying party did not employ counsel satisfactory to the
     indemnified party to represent the indemnified party within a reasonable
     time after notice of the institution of such action or (iv) the
     indemnifying party authorized the indemnified party to employ separate
     counsel at the expense of the indemnifying party. An indemnifying party
     shall not, without the prior written consent of the indemnified parties,
     settle or compromise or consent to the entry of any judgment with respect
     to any pending or threatened claim, action, suit or proceeding for which
     indemnification or contribution may be sought hereunder (whether or not the
     indemnified parties are actual or potential parties to such claim or
     action), unless such settlement, compromise or consent includes an
     unconditional release of each indemnified party from all liability arising
     out of such claim, action, suit or proceeding and does not include a
     statement as to or an admission of fault, culpability or a failure to act,
     by or on behalf of the indemnified party.

(d)  In the event that the indemnity provided in paragraph (a) or (b) of this
     Section 8 is unavailable or insufficient to hold harmless an indemnified
     party for any reason, then each applicable indemnifying party, in lieu of
     indemnifying such indemnified party, shall have a joint and several
     obligation to contribute to the aggregate losses, claims, damages and
     liabilities (including legal or other expenses reasonably incurred in
     connection with investigating or defending same) (collectively "LOSSES") to
     which such indemnified party may be subject in such proportion as is
     appropriate to reflect the relative benefits received by such indemnifying
     party, on the one hand, and such indemnified party, on the other hand, from
     the Initial Placement and the Registration Statement that resulted in such
     Losses; provided, however, that in no case shall any Initial Purchaser or
     any subsequent Holder of any Note or Exchange Note be responsible, in the
     aggregate, for any amount in excess of the purchase discount on the initial
     offering price of such Notes or commission applicable to such Note, or in
     the



                                       -15-
<PAGE>   17

     case of an Exchange Note, applicable to the Note which was exchangeable
     into such Exchange Note, nor shall any underwriter be responsible for any
     amount in excess of the underwriting discount or commission applicable to
     the securities purchased by such underwriter under the Registration
     Statement that resulted in such Losses. If the allocation provided by the
     immediately preceding sentence is unavailable for any reason, the
     indemnifying party and the indemnified party shall contribute in such
     proportion as is appropriate to reflect not only such relative benefits,
     but also the relative fault of such indemnifying party, on the one hand,
     and such indemnified party, on the other hand, in connection with the
     statements or omissions which resulted in such Losses, as well as any other
     relevant equitable considerations. Benefits received by the Company shall
     be deemed to be equal to the sum of (x) the total net proceeds from the
     Initial Placement (before deducting expenses) and (y) the total amount of
     additional interest that the Company was not required to pay as a result of
     registering the securities covered by the Registration Statement that
     resulted in such Losses. Benefits received by the Initial Purchasers shall
     be deemed to be equal to the total purchase discounts and commissions in
     connection with the Initial Placement, and benefits received by any other
     Holders shall be deemed to be equal to the value of receiving Notes or
     Exchange Notes, as applicable, registered under the Act. Benefits received
     by any underwriter shall be deemed to be equal to the total underwriting
     discounts and commissions, as set forth on the cover page of the Prospectus
     forming a part of the Registration Statement that resulted in such Losses.
     Relative fault shall be determined by reference to whether any alleged
     untrue statement or omission relates to information provided by the
     indemnifying party, on the one hand, or by the indemnified party, on the
     other hand. The parties agree that it would not be just and equitable if
     contribution were determined by pro rata allocation or any other method of
     allocation that does not take account of the equitable considerations
     referred to above. Notwithstanding the provisions of this paragraph (d), no
     person guilty of fraudulent misrepresentation (within the meaning of
     Section 11(f) of the Act) shall be entitled to contribution from any person
     who was guilty of such fraudulent misrepresentation. For purposes of this
     Section 8, each person who controls a Holder within the meaning of either
     the Act or the Exchange Act and each director, officer, employee and agent
     of such Holder shall have the same rights to contribution as such Holder,
     and each person who controls the Company within the meaning of either the
     Act or the Exchange Act, each officer of the Company who shall have signed
     the Registration Statement and each director of the Company shall have the
     same rights to contribution as the Company, subject in each case to the
     applicable terms and conditions of this paragraph (d).

(e)  The provisions of this Section 8 shall remain in full force and effect,
     regardless of any investigation made by or on behalf of any Holder or the
     Company or any of the officers, directors or controlling persons referred
     to in Section 8 hereof, and will survive the sale by a Holder of Transfer
     Restricted Securities or Exchange Notes.

9. RULE 144A AND RULE 144

The Company agrees with each Holder, for so long as any Transfer Restricted
Securities remain outstanding and during any period in which the Company (i) is
not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon
request of any Holder, to such


                                      -16-
<PAGE>   18

Holder or beneficial owner of Transfer Restricted Securities in connection with
any sale thereof and any prospective purchaser of such Transfer Restricted
Securities designated by such Holder or beneficial owner, the information
required by Rule 144A(d)(4) under the Act in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to
Section 13 or 15 (d) of the Exchange Act, to make all filings required thereby
in a timely manner in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144.

10. MISCELLANEOUS

(a)  No Inconsistent Agreements. The Company has not, as of the date hereof,
     entered into, nor shall it, on or after the date hereof, enter into, any
     agreement with respect to its securities that is inconsistent with the
     rights granted to the Holders herein or otherwise conflicts with the
     provisions hereof.

(b)  Amendments and Waivers. The provisions of this Agreement, including the
     provisions of this sentence, may not be amended, qualified, modified or
     supplemented, and waivers or consents to departures from the provisions
     hereof may not be given, unless the Company has obtained the written
     consent of the Holders of at least a majority of the then outstanding
     aggregate principal amount of Notes (or, after the consummation of any
     Registered Exchange Offer in accordance with Section 3 hereof, of Exchange
     Notes); provided, however, that with respect to any matter that directly or
     indirectly affects the rights of any Initial Purchaser hereunder, the
     Company shall obtain the written consent of each such Initial Purchaser
     against which such amendment, qualification, supplement, waiver or consent
     is to be effective. Notwithstanding the foregoing (except the foregoing
     proviso), a waiver or consent to depart from the provisions hereof, with
     respect to a matter, which relates exclusively to the rights of Holders
     whose securities are being sold pursuant to a Registration Statement and
     does not directly or indirectly affect the rights of other Holders, may be
     given by the Majority Holders, determined on the basis of Notes being sold
     rather than registered under such Registration Statement.

(c)  Notices. All notices and other communications provided for or permitted
     hereunder shall be made in writing by hand-delivery, first-class mail,
     telex, telecopier, or air courier guaranteeing overnight delivery:

     (i)  if to a Holder, at the most current address given by such holder to
          the Company in accordance with the provisions of this Section 10(c),
          which address initially is, with respect to each Holder, the address
          of such Holder maintained by the registrar under the Indenture or the
          Exchange Note Indenture, as the case may be, with a copy in like
          manner to Morgan Stanley & Co. International Limited;

     (ii) if to the Initial Purchasers, initially at the respective addresses
          set forth in the Purchase Agreement; and

     (iii) if to the Company, initially at its address set forth in the Purchase
          Agreement.




                                      -17-


<PAGE>   19

          All such notices and communications shall be deemed to have been duly
          given when received.

          The Initial Purchasers or the Company by notice to the other may
          designate additional or different addresses for subsequent notices or
          communications.

(d)  Successors and Assigns. This Agreement shall inure to the benefit of, and
     be binding upon, the successors and assigns of each of the parties hereto,
     including, without the need for an express assignment or any consent by the
     Company thereto, subsequent Holders of Notes and/or Exchange Notes. The
     Company hereby agrees to extend the benefits of this Agreement to any
     Holder of Notes and/or Exchange Notes and any such Holder may specifically
     enforce the provisions of this Agreement as if an original party hereto.

(e)  Counterparts. This Agreement may be executed 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.

(f)  Headings. The headings in this Agreement are for convenience of reference
     only and shall not limit or otherwise affect the meaning hereof.

(g)  Governing Law. This Agreement shall be governed by and construed in
     accordance with the internal laws of the State of New York applicable to
     agreements made and to be performed in said State (without reference to the
     conflict of law rules thereof).

(h)  Severability. In the event that any one or more of the provisions contained
     herein, or the application thereof in any circumstances, is held invalid,
     illegal or unenforceable in any respect for any reason, the validity,
     legality and enforceability of any such provision in every other respect
     and the remaining provisions hereof shall not be in any way impaired or
     affected thereby, it being intended that all of the rights and privileges
     of the parties shall be enforceable to the fullest extent permitted by law.

(i)  Notes Held by the Company, etc. Whenever the consent or approval of Holders
     of a specified percentage of principal amount at maturity of Notes or
     Exchange Notes is required hereunder, Notes or Exchange Notes, as
     applicable, held by the Company or its Affiliates (other than subsequent
     Holders of Notes or Exchange Notes if such subsequent Holders are deemed to
     be Affiliates solely by reason of their holdings of such Notes or Exchange
     Notes) shall not be counted in determining whether such consent or approval
     was given by the Holders of such required percentage.

(j)  Entire Agreement. This Agreement is intended by the parties as a final
     expression of their agreement and intended to be a complete and exclusive
     statement of the agreement and understanding of the parties hereto with
     respect to the subject matter contained herein. There are no restrictions,
     promises, warranties or undertakings, other than those set forth or
     referred to herein with respect to the registration rights granted with
     respect to the Transfer Restricted Securities. This Agreement supersedes
     all prior agreements and understandings between the parties with respect to
     such subject matter.




                                      -18-
<PAGE>   20

                            (Signature page follows)





                                      -19-
<PAGE>   21


IN WITNESS WHEREOF, the parties have executed this Agreement 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


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
THE ROYAL BANK OF SCOTLAND PLC



By:    MORGAN STANLEY & CO. INTERNATIONAL LIMITED



By: /s/ Donal Quigley
   -------------------------------------------------
     Name:  Donal Quigley
     Title: Executive Director



















Registration Rights signature page
<PAGE>   22


                                     ANNEX A

Each broker-dealer that receives Exchange Notes for its own account pursuant to
the Registered Exchange Offer must acknowledge that it will deliver a prospectus
in connection with any resale of such Exchange Notes. The Letter of Transmittal
states that by so acknowledging and by delivering a prospectus, a broker-dealer
will not be deemed to admit that it is an "underwriter" within the meaning of
the Act. This Prospectus, as it may be amended or supplemented from time to
time, may be used by a broker-dealer in connection with resales of Exchange
Notes received in exchange for Notes where such Exchange Notes were acquired by
such broker-dealer as a result of market-making activities or other trading
activities. The Company has agreed that, starting on the Expiration Date (as
defined herein) and ending on the close of business on the 180th day following
the Expiration Date, it will make this Prospectus available to any broker-dealer
for use in connection with any such resale. See "Plan of Distribution."






















Annex A
<PAGE>   23


                                     ANNEX B

Each broker-dealer that receives Exchange Notes for its own account in exchange
for Notes, where such Notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities, must acknowledge that it
will deliver a prospectus in connection with any resale of such Exchange Notes.
See "Plan of Distribution."















Annex B
<PAGE>   24

                                     ANNEX C

                              PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Notes for its own account pursuant to
the Registered Exchange Offer must acknowledge that it will deliver a prospectus
in connection with any resale of such Exchange Notes. The Prospectus, as it may
be amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of Exchange Notes received in exchange for Notes where
such Notes were acquired as a result of market-making activities or other
trading activities. The Company has agreed that, starting on the Expiration Date
and ending on the close of business on the 180th day following the Expiration
Date, it will make this Prospectus, as amended or supplemented, available to any
broker-dealer for use in connection with any such resale.

The Company will not receive any proceeds from any sale of Exchange Notes by
broker-dealers. Exchange Notes received by broker-dealers for their own account
pursuant to the Exchange Offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the Exchange Notes or by a combination of such methods
of resale, at market prices prevailing at the time of resale, at prices related
to such prevailing market prices or at negotiated prices. Any such resale may be
made directly to purchaser or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-
dealer that resells Exchange Notes that were received by it for its own account
pursuant to the Registered Exchange Offer and any broker or dealer that
participates in a distribution of such Exchange Notes may be deemed to be an
"underwriter" within the meaning of the Act and any profit of any such resale of
Exchange Notes and any commissions or concessions received by any such persons
may be deemed to be underwriting compensation under the Act. The Letter of
Transmittal states that by acknowledging that it will deliver and by delivering
a prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Act.

For a period of 180 days after the Expiration Date, the Company will promptly
send additional copies of this Prospectus and any amendment or supplement to
this Prospectus to any broker-dealer that requests such documents in the Letter
of Transmittal. The Company has agreed to pay all expenses incident to the
Registered Exchange Offer (including the expenses of one counsel for the holders
of the Notes) other than commissions or concessions of any brokers or dealers
and will indemnify the holders of the Notes (including any broker-dealers)
against certain liabilities, including liabilities under the Act.

[Add information required by Regulation S-K Items 507 and/or 508.]






Annex C
<PAGE>   25


                                     ANNEX D

Rider A

[ ]      CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
         COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
         THERETO.

Name:
     -----------------------------------

Address:
        ---------------------------------------------------------------

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


Rider B

If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Notes. If the undersigned is a broker-dealer that will receive Exchange Notes
for its own account in exchange for Notes that were acquired as a result of
market making activities or other trading activities, it acknowledges that it
will deliver a prospectus in connection with any resale of such Exchange Notes;
however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Act.


Annex D